**Exhibit
      10.1**





**ASSET
      PURCHASE AGREEMENT**





This
      is
      an ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2006, by
      and between FIRSTPLUS Auto Group, Inc., a Texas corporation (the “Buyer”), and
      Eddie Perkins (the “Seller”).





**RECITALS**





WHEREAS,
      the Seller is engaged in the business of executing motor vehicle retail
      installment sale contracts with motor vehicle purchasers, creating the
      contracts, the related receivables and servicing rights; and





WHEREAS,
      the Buyer desires to enter into an agreement with the Seller, pursuant to which
      the Buyer will purchase from the Seller, and Seller will sell to Buyer, such
      contracts and the related receivables and servicing rights; and





WHEREAS,
      the Seller is willing to sell all such contracts and receivables and servicing
      rights; and





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the parties hereto agree as follows:





**ARTICLE
      I**


**DEFINITIONS**





**Section
      1.1**  **Definitions.** As
      used
      herein, the following words and phrases shall have the following meanings,
      unless the content clearly requires otherwise:





“Agreement”
      shall mean this Asset Purchase Agreement, as it may from time to time be
      amended, supplemented or otherwise modified in accordance with the terms hereof.





“Amount
      Financed” means, with respect to a Receivable, the aggregate amount advanced
      under such Receivable toward the purchase price of the Financed Vehicles and
      any
      related costs, including amounts advanced in respect of accessories, insurance
      premiums, service, car club and warranty contracts, other items customarily
      financed as part of motor vehicle retail installment sale contracts or
      promissory notes, and related costs.





“Ancillary
      Servicing Income” means, all compensation, other than the Servicing Fees, to
      which the servicer of the Receivables is entitled to receive as provided in
      each
      of the Servicing Agreements, including without limitation, prepayment fees,
      late
      fees, bad check charges, telefacsimile fees, assumption fees, subordination
      fees, premiums, and interest, income or other direct monetary benefits relating
      to accounts into which payments with respect to the Receivables (including
      payments of principal and interest) are deposited and held.





“Closing
      Date” means November 3, 2006.





“Conveyed
      Property” means any and all of the property described in the Section 2.1
      below.











“Cut-off
      Date” means November 3, 2006.





“Dealer”
      means a dealer who sold a Financed Vehicle and who originated and assigned
      the
      respective Receivable to the Seller or an Originator under a Dealer
      Agreement.





“Dealer
      Agreement” means any agreement between the Seller or an Originator and a Dealer
      relating to the acquisition of Receivables from a Dealer by the Seller or an
      Originator.





“Dealer
      Assignment” means, with respect to a Receivable, the executed assignment
      executed by a Dealer conveying such Receivable to an Originator.





**“** Due
      Date”
means, with respect to a Receivable, the date on which a payment on such
      Receivable is due.





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





“Governmental
      Authority” means (a) any federal, state, county, municipal or foreign government
      or political subdivision thereof, (b) any governmental or quasi-governmental
      agency, authority, board, bureau, commission, department, instrumentality or
      public body, (c) any court or administrative tribunal or (d) with respect to
      any
      Person, any arbitration tribunal or other non-governmental authority to the
      jurisdiction of which such Person has consented.





“Lien”
      means a security interest, lien, charge, pledge, equity, or encumbrance of
      any
      kind.





“Lien
      Certificate” means, with respect to a Financed Vehicle, an original certificate
      of title, certificate of lien or other notification issued by the Registrar
      of
      Titles of the applicable state to a secured party which indicates that the
      lien
      of the secured party on the Financed Vehicle is recorded on the original
      certificate of title. In any jurisdiction in which the original certificate
      of
      title is required to be given to the Obligor, the term “Lien Certificate” shall
      mean only a certificate or notification issued to a secured party.





“Lockbox
      Account” means any bank account into which collections under the Receivables are
      deposited.





“Lockbox
      Agreement” means a letter agreement among a bank, the Seller, and a Servicer
      relating to one or more Lockbox Accounts, as the same may be amended,
      supplemented, amended and restated or otherwise modified from time to time
      in
      accordance with the terms thereof.





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





“Officers’
      Certificate” means a certificate signed by (i) the Chairman of the Board,
      President, Executive Vice President, Senior Vice President, Vice President,
      or
      Assistant Vice President of the Person delivering such certificate, or (ii)
      by a
      Servicing Official in the case of the Servicer, and in each case delivered
      pursuant to this Agreement.








“Opinion
      of Counsel” means a written opinion singed by legal counsel to the Person
      delivering such opinion.





“Originator”
      means consumer finance companies, depository institutions and other financial
      institutions engaged in the financing of motor vehicle retail installment sale
      contracts from whom the Seller acquired Receivables; provided, however, that
      “Originators” shall not include Dealers.





“Originator
      Agreement” means an agreement pursuant to which the Seller acquired Receivables
      from an Originator.





“Person”
      means any individual, corporation, estate, partnership, joint venture,
      association, joint stock company, trust (including any beneficiary thereof),
      unincorporated organization or government or any agency or political subdivision
      thereof or any other entity.





“Principal
      Balance” means, with respect to any Receivable, as of any date, the Amount
      Financed minus the principal portion of each payment applied to such Receivable
      and processed by the Servicer on or before such date.





“Receivable”
      means each motor vehicle retail installment sale contract and security agreement
      (including any and all rights to receive payments thereunder on and after the
      Cut-off Date and security interests in the Financed Vehicle securing such
      contract or note) assigned and transferred to the Buyer hereunder as of the
      Closing Date.





“Receivable
      Documents” means, with respect to a Receivable, all papers and documents
      (including those contained in the Receivable File) and all other papers and
      records (including computerized data) of whatever kind or description, required
      to document the Receivable or to service the Receivable.





“Receivables
      Files” means with respect to a Receivable, the fully executed original of such
      Receivable; the original Title Document or UCC financing statement evidencing
      that the security interest in a Financed Vehicle granted to the Seller under
      such Receivable has been perfected under applicable state law (except for any
      Title Documents or UCC financing statements not returned from the applicable
      public records office, in which case the Seller will deliver to the Buyer,
      on
      the Closing Date a Seller’s Certificate indicating that the original of such
      Title Document has been applied for at, or the original of such UCC financing
      statement was delivered to, such public office and shows the Seller as the
      lienholder or secured party and that the Seller will deliver the originals
      thereof when returned from such office); the original of any assumption
      agreement or any modification, extension or refinancing agreement; and the
      original application of the related Obligor to obtain the financing extended
      by
      such Receivable.





“Receivables
      Purchase Price” means $520,000, with a 20% hold back for credit enhancement for
      the benefit of the Buyer (the “Hold Back Amount”). An initial payment of
      $208,000 (or 40% of the Receivables Purchase Price) will be paid on the Closing
      Date by
      wire
      transfer of immediately available funds, in lawful money of the United States
      of
      America, to the bank account of Seller as notified in writing to
      Buyer .
      A
      second installment payment of $208,000 (or 40% of the Receivables Purchase
      Price) will be paid 60 days subsequent to the Cut-off Date on January 2, 2007 by
      wire
      transfer of immediately available funds, in lawful money of the United States
      of
      America, to the bank account of Seller as notified in writing to
      Buyer .
      The
      initial 20% Hold Back Amount of $104,000 will be released to the Seller on
      a
      monthly basis by
      wire
      transfer of immediately available funds, in lawful money of the United States
      of
      America, to the bank account of Seller as notified in writing to
      Buyer when the
      cumulative collections on the notes in the Receivable Schedule is greater than
      the $526,000. For each month end, the amount of the Hold Back Amount to be
      released to Seller will be the amount of cumulative collections on the notes
      in
      the Receivable Schedule in excess of $526,000.











“Receivables
      Schedule” means the schedule of Receivables attached hereto as Schedule
      A ,
      such
      schedule identifying each Receivable being transferred and assigned to the
      Trust
      pursuant to this Agreement by the name of the Obligor and setting forth as
      to
      each such Receivable its Principal Balance as of the Cut-off Date, loan number,
      the annual percentage rate (as such term is used with respect to the federal
      Truth-in-Lending Act) of interest borne by, and indicated on, such Receivable,
      scheduled monthly payment of principal and interest, final maturity date and
      original principal amount.





“Registrar
      of Titles” means, with respect to any state, the governmental agency or body
      responsible for the registration of, and the issuance of certificates of title
      relating to, motor vehicles and liens thereon.





“Seller’s
      Certificate” means a certificate signed by Seller and delivered pursuant to this
      Agreement.





“Servicer”
      means the servicer of the Receivables with whom the Buyer has entered into a
      Servicing Agreement, if any, and each successor Servicer.





“Servicing
      Agreements” means each of the agreements which govern the rights and obligations
      with respect to the servicing of the receivables.





“Servicing
      Fees” means with respect to each Receivable, the fee that the servicer of such
      Receivable is entitled to receive in accordance with the related Servicing
      Agreements.





“Servicing
      Files” means with respect to each of the receivables, the documents, files and
      other items, including but not limited to, the related Receivable File, the
      computer files, data disks, books, records, data tapes, notes and all additional
      documents generated as a result of or utilized in connection with the
      origination of such Receivable and/or are necessary to service such
      Receivable.





“Servicing
      Rights” means with respect to each Receivable, all of Seller’s right, title, and
      interest in and to each of the Servicing Agreements, including (a) all rights
      to
      service and collect amounts due under the receivables; (b) any payments or
      monies payable to, or to be received for, servicing the Receivables, including
      without limitation, Servicing Fees and any Ancillary Servicing Income; (c)
      all
      agreements or documents creating, defining or evidencing any such Servicing
      Rights and all rights of the Seller thereunder, including, but not limited
      to,
      any clean-up calls and termination options; (d) possession and use of any and
      all Servicing Files pertaining to the Receivables; and (e) all rights, powers
      and privileges incident to any of the foregoing.





“Servicing
      Official” means any employee of the Servicer involved in, or responsible for,
      the administration and servicing of the Receivables whose name appears on a
      list
      of servicing employees furnished to the Buyer by the Servicer, as such list
      may
      from time to time be amended.











“Title
      Documents” means, with respect to any Financed Vehicle, the actual motor vehicle
      title or certificate of title for such Financed Vehicle issued by the Registrar
      of Titles or other government agency in the jurisdiction in which such Financed
      Vehicle is registered; alternatively, in those certain jurisdictions whose
      law
      requires that the original of the actual motor vehicle title or certificate
      of
      title be possessed by the Obligor, then, in lieu of the actual title or
      certificate of title, Title Documents shall mean such duplicate titles,
      certificates or other documents as are permitted, required and/or contemplated
      to be possessed by the secured party under the laws of such
      jurisdiction.





“Transaction
      Documents” means this Agreement and any other agreements, documents or
      instruments contemplated by or to be executed and delivered in connection with
      this Agreement.





“UCC”
      means the Uniform Commercial Code as in effect in the relevant jurisdiction
      on
      the date of the Agreement.





**Section
      1.2**  **Other
      Definitional Provisions.**





(a)  All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      instrument governed hereby and in any certificate or other document made or
      delivered pursuant hereto unless otherwise defined therein.





(b)  As
      used
      in this Agreement, in any instrument governed hereby and in any certificate
      or
      other document made or delivered pursuant hereto or thereto, accounting terms
      not defined in this Agreement or in any such instrument, certificate or other
      document, and accounting terms partly defined in this Agreement or in any such
      instrument, certificate or other document to the extent not defined, shall
      have
      the respective meanings given to them under generally accepted accounting
      principles as in effect on the date of this Agreement or any such instrument,
      certificate or other document, as applicable. To the extent that the definitions
      of accounting terms in this Agreement or in any such instrument, certificate
      or
      other document are inconsistent with the meanings of such terms under generally
      accepted accounting principles, the definitions contained in this Agreement
      or
      in any such instrument, certificate or other document shall
      control.





(c)  Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.





**Section
      1.3**  **Usage
      of Terms.** With
      respect to all terms used in this Agreement, the singular includes the plural
      and the plural includes the singular; words importing any gender include the
      other gender; references to “writing” include printing, typing, lithography, and
      other means of reproducing words in a visible form; references to agreements
      and
      other contractual instruments include all subsequent amendments thereto or
      changes therein entered into in accordance with their respective terms and
      not
      prohibited by this Agreement; references to Persons include their permitted
      successors and assigns; the terms “include” or “including” mean “include without
      limitation” or “including without limitation”; the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole
      and not to any particular Article, Section or other subdivision, and Article,
      Section, Schedule and Exhibit references, unless otherwise specified, refer
      to
      Articles, Sections, Schedules and Exhibits to this Agreement.











**Section
      1.4.**  **Certain
      References.** All
      references to the Principal Balance of a Receivable as of any date of
      determination shall refer to the close of business on such day.





**Section
      1.5.**  **Calculations
      as to Principal and Interest in Respect of Receivables.** For
      all
      purposes of this Agreement the allocation of a payment on a Receivable between
      principal and interest shall be made based upon the amortization method provided
      in such Receivable. For purposes of allocating a pay-ahead payment on a
      Receivable between principal and interest, the pay-ahead shall be deemed to
      have
      been received on the date it was actually due. For all purposes of this
      Agreement, no amount shall be treated as collected under a Receivable until
      such
      amount has been deposited into the Lockbox Account.





**ARTICLE
      II**


**SALE
      OF RECEIVABLES** ****


**Section
      2.1.**  **Sale
      of Receivables.** Subject
      to the satisfaction of the conditions precedent set forth in Article III hereof,
      on the Closing Date in consideration of the Buyer’s delivery to or upon the
      order of the Seller by wire transfer in immediately available funds to the
      account designated by Seller in accordance with the definition of the
      Receivables Purchase Price, the Seller shall sell, transfer, assign, pledge,
      set
      over and otherwise convey to the Buyer, without recourse (subject to the
      obligations set forth herein), all right, title and interest of the Seller
      in,
      to and under:





(a)  the
      Receivables and all moneys received thereon on or after the Cut-off Date;





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





(c)  all
      proceeds and all rights to receive proceeds with respect to the Receivables
      sold
      from claims on any physical damage, credit life or disability insurance policies
      covering Financed Vehicles or Obligors and any proceeds from the liquidation
      of
      such Receivables;





(d)  all
      of
      Seller’s right, title and interest in and to (i) the Servicing Rights, (ii) the
      Servicing Files, and (iii) the Servicing Agreements;





(e)  the
      related Receivables Files and any and all other documents that the Seller keeps
      on file in accordance with its customary procedures relating to the Receivables,
      the Obligors or the Financed Vehicles; and





(f)  all
      proceeds of any and all of the foregoing.








**Section
      2.2**  **Nature
      of Transaction** **.** It
      is the
      intention of the Seller that each sale and assignment contemplated by this
      Agreement shall constitute a sale of the Receivables and other property from
      the
      Seller to the Buyer and the beneficial interest in and title to the Receivables
      and the Conveyed Property shall not be part of the Seller’s estate in the event
      of the filing of a bankruptcy petition by or against the Seller under any
      bankruptcy law. In the event that, notwithstanding the intent of the Seller,
      the
      sale and assignment contemplated hereby is held not to be a sale, this Agreement
      shall constitute a security agreement, and the Seller hereby grants to the
      Buyer
      a security interest in all of the Conveyed Property, whether now owned or
      hereafter acquired and wherever located. At the request of the Buyer, the
      Seller, at its expense, will take all action necessary or advisable to perfect
      and protect such security interest, free and clear of all Liens.




**Section
      2.3**  **Further
      Encumbrance of Conveyed Property; Additional Covenants of the
      Seller** **.**





(a)  Immediately
      upon the conveyance to the Buyer by the Seller of any item of the Conveyed
      Property, all right, title and interest of the Seller in and to such item of
      Conveyed Property shall terminate, and all such right, title and interest shall
      vest in the Buyer.





(b)  Immediately
      upon the vesting of the Conveyed Property in the Buyer, the Buyer shall have
      the
      sole right to transfer, sell, pledge or otherwise encumber, the Conveyed
      Property.





(c)  Without
      limiting the foregoing, the Seller covenants as follows:





(i)  **Liens
      in Force** .
      The
      Financed Vehicle securing each Receivable shall not be released by the Seller
      in
      whole or in part from the security interest granted under the Receivable, except
      upon payment in full of the Receivable or as otherwise contemplated herein
      and
      the Seller shall not take or permit any action inconsistent with the foregoing;





(ii)  **No
      Impairment** .
      The
      Seller shall do nothing to impair the rights of the Buyer in the Receivables,
      the Dealer Agreements, the Dealer Assignments, Originator Agreements, the
      Insurance Policies or any other property or interest comprising the Other
      Conveyed Property;





(iii)  **No
      Amendments** .
      The
      Seller shall not take or permit any action to extend or otherwise amend the
      terms of any Receivable; and





(iv)  **Restrictions
      on Liens** .
      The
      Seller shall not: (i) create or incur or agree to create or incur, or consent
      to
      cause (upon the happening of a contingency or otherwise) the creation,
      incurrence or existence of any Lien or restriction on transferability of the
      Receivables or of any Conveyed Property except for the Lien in favor of the
      Buyer, and the restrictions on transferability imposed by this Agreement or
      (ii)
      sign or file under the UCC of any jurisdiction any financing statement or sign
      any security agreement authorizing any secured party thereunder to file such
      financing statement, with respect to the Receivables or to any Conveyed
      Property. The Seller will take no action to cause any Receivable to be evidenced
      by an instrument (as such term is defined in the relevant UCC).








**Section
      2.4**  **Power
      of Attorney.** The
      Seller hereby irrevocably constitutes and appoints the Buyer and any officer
      or
      agent thereof, with full power of substitution, as its true and lawful
      attorney-in-fact with full irrevocable power and authority in the name of the
      Seller or in its own name, to take, any and all actions and to execute any
      and
      all documentation which the Buyer at any time and from time to time deems
      necessary or desirable to: (a) convey to the Buyer all of the Seller's right,
      title and interest in and to each Receivable and any and all of the other
      Conveyed Property, (b) to permit the Buyer to exercise the rights and remedies
      provided for herein and in the related Receivable Documents and Receivables
      Files, (c) to permit the Buyer to sell, transfer, pledge, convey, make any
      agreement with respect to or otherwise deal with any of the Receivables and
      other Conveyed Property as the absolute owner thereof for all purposes, and
      to
      do, at the Buyer's option at any time, or from time to time, all acts and things
      which the Buyer deems necessary to protect, preserve, maintain, or realize
      upon
      the Receivables and other Conveyed Property. THIS POWER OF ATTORNEY IS A POWER
      COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. This power of attorney is
      conferred on the Buyer to protect, preserve, maintain and realize upon its
      interest in the Receivables and the other Conveyed Property.





**ARTICLE
      III**


**CONDITIONS
      PRECEDENT**





**Section
      3.1**  **Deliveries
      by the Seller** .  In
      addition to the receipt of documents and satisfaction of other conditions set
      forth in Article II hereto, the following shall have been delivered, and shall
      be satisfactory in form and substance to the Buyer such documents, instruments
      and certificates as the Buyer may reasonably request.





**ARTICLES
      IV**


**THE
      RECEIVABLES**





**Section
      4.1**  **Representations
      and Warranties of the Seller** **.**





The
      Seller makes the following representations and warranties as to the Receivables
      on which the Buyer is deemed to have relied in acquiring the Receivables. Such
      representations and warranties speak as of the execution and delivery of this
      Agreement and as of the Closing Date with respect to the Receivables sold on
      such date, but shall survive the sale, transfer and assignment of the
      Receivables to the Buyer:





(a)  immediately
      prior to the Closing Date, the Seller had a valid, subsisting and enforceable
      security interest in the related Financed Vehicle, and such security interest
      had been duly perfected and was prior to all other present and future liens
      and
      security interests (except future tax liens and liens that, by statute, may
      be
      granted priority over previously perfected security interests) that now exist
      or
      may hereafter arise, and the Seller had the full right to assign such security
      interest to the Buyer;





(b)  on
      and
      after the Closing Date, there shall exist under the Receivable a valid,
      subsisting and enforceable first priority perfected security interest in the
      Financed Vehicle securing such Receivable (other than, as to the priority of
      such security interest, any statutory lien arising by operation of law after
      the
      Closing Date which is prior to such interest) and at such time as enforcement
      of
      such security interest is sought there shall exist a valid, subsisting and
      enforceable first priority perfected security interest in such Financed Vehicle
      in favor of the Buyer (other than, as to the priority of such security interest,
      any statutory lien arising by operation of law after the Closing Date, which
      is
      prior to such interest);











(c)  no
      Receivable has been sold, assigned or pledged to any other Person or any such
      pledge has been released; immediately prior to the transfer and assignment
      herein contemplated, the Seller has good and marketable title thereto free
      and
      clear of any lien, encumbrance, equity, pledge, charge, claim or security
      interest and is the sole owner thereof and has full right to transfer such
      Receivable to the Buyer. No Dealer has a participation in, or other right to
      receive, proceeds of any Receivable. The Seller has not taken any action to
      convey any right to any Person that would result in such Person having a right
      to payments received under the related Dealer Agreements, Originator Agreements,
      payments due under such Receivable or any insurance policy benefiting the holder
      of the Receivable providing loss or physical damage, credit life, credit
      disability, theft, mechanical breakdown or similar coverage with respect to
      any
      Receivable;





(d)  upon
      the
      transfers pursuant to Section 2.1, the Buyer will have a first priority
      ownership or security interest in each such Receivable free and clear of any
      encumbrance, lien, pledge, charge, claim, security interest or rights of others;
      the purchase of each such Receivable by the Seller from a Dealer or Originator
      was not an extension of financing to such Dealer or Originator;





(e)  there
      is
      no lien against any related Financed Vehicle for delinquent taxes;





(f)  there
      is
      no right of rescission, offset, defense or counterclaim to the obligation of
      the
      related Obligor to pay the unpaid principal or interest due under such
      Receivable; the operation of the terms of such Receivable or the exercise of
      any
      right thereunder will not render such Receivable unenforceable in whole or
      in
      part or subject to any right of rescission, offset, defense or counterclaim,
      and
      no such right of rescission, offset, defense or counterclaim has been asserted;





(g)  no
      Receivable is assumable by another Person in a manner which would release the
      Obligor thereon from such Obligor’s obligations to the Seller with respect to
      such Receivable;





(h)  there
      are
      no prior liens or claims for work, labor or material affecting any related
      Financed Vehicle which are or may become a lien prior to or equal with the
      security interest granted by such Receivable;





(i)  each
      Receivable and the sale of the related Financed Vehicle complied at the time
      it
      was originated or made, and at the date such Receivable is sold by the Seller
      to
      the Buyer, complies, in all material respects, with all requirements of
      applicable Federal, state and local laws and regulations thereunder, including,
      without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
      Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit
      Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
      Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B
      and Z, the Federal Trade Commission Credit Practices Rule, state unfair and
      deceptive trade practice laws, and state adaptations of the National Consumer
      Act and of the Uniform Consumer Credit Code, and any other applicable consumer
      credit, equal credit opportunity and disclosure laws;











(j)  each
      such
      Receivable is a legal, valid and binding obligation of the Obligor thereunder
      and is enforceable in accordance with its terms, except only as such enforcement
      may be limited by laws affecting the enforcement of creditors’ rights generally
      whether enforcement is sought in a proceeding in equity or at law, and all
      parties to such Receivable had full legal capacity to execute such Receivable
      and all documents related thereto and to grant the security interest purported
      to be granted thereby at the time of execution and grant;





(k)  as
      of the
      Closing Date, the terms of each such Receivable have not been impaired, waived,
      altered or modified in any respect, except by written instruments that are
      part
      of the Receivable Documents, and no such Receivable has been satisfied,
      subordinated or rescinded;





(l)  at
      the
      time of origination of each such Receivable, the proceeds of such Receivable
      were fully disbursed, there is no requirement for future advances thereunder,
      and all fees and expenses in connection with the origination of such Receivable
      have been paid;





(m)  there
      is
      no default, breach, violation or event of acceleration existing under any such
      Receivable and no event which, with the passage of time or with notice or with
      both, would constitute a default, breach, violation or event of acceleration
      under any such Receivable or would otherwise affect the value or marketability
      of such contract; the Seller has not waived any such default, breach, violation
      or event of acceleration; and as of the Cut-off Date, the related Financed
      Vehicle has not been repossessed;





(n)  at
      the
      origination date of each such Receivable, the related Financed Vehicle was
      covered by a comprehensive and collision insurance policy (a) in an amount
      at
      least equal to the lesser of (i) the actual cash value of the related Financed
      Vehicle or (ii) the unpaid balance owing of such Receivable, less the amount
      of
      the add-on finance charge that, under the term of such Receivable, would be
      required to be refunded or credited to the related Obligor in accordance with
      such Receivable if such Receivable were then prepaid in full, (b) naming the
      Seller as a loss payee and (c) insuring against loss and damage due to fire,
      theft, transportation, collision and other risks generally covered by
      comprehensive and collision coverage; each Receivable requires the Obligor
      to
      maintain physical loss and damage insurance, naming the Seller as an additional
      insured party;





(o)  each
      such
      Receivable that was acquired by the Seller from either a Dealer with which
      it
      ordinarily does business or from an Originator; such Dealer or Originator,
      as
      applicable, had full right to assign to the Seller such Receivable and the
      security interest in the related Financed Vehicle (and the Dealer that assigned
      any such Receivable to any such Originator had full right to assign to such
      Originator such Receivable and the security interest in the related Financed
      Vehicle) and the Dealer’s or Originator’s assignment thereof to the Seller is
      legal, valid and binding (and any assignment by an Dealer to any Originator
      is
      legal, valid and binding);





(p)  each
      such
      Receivable contains customary and enforceable provisions such as to render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the related Financed Vehicle of the benefits of the security;





(q)  scheduled
      payments under each such Receivable are due monthly (or, in the case of the
      first payment, no later than the forty-fifth day after the date of the
      Receivable) in substantially equal amounts to maturity (other than with respect
      to those Receivables designated as balloon contracts on the related Receivables
      Schedule), and will be sufficient to fully amortize such Receivable at maturity,
      assuming that each scheduled payment is made on its Due Date; such scheduled
      payments are applicable only to payment of principal and interest on such
      Receivable and not to the payment of any insurance premiums (although the
      proceeds of the extension of credit on such Receivable may have been used to
      pay
      insurance premiums); and the original term to maturity of each such Receivable
      was not more than 60 months;











(r)  each
      Receivable provides for, in the event that such contract is prepaid, a
      prepayment that fully pays the principal balance and includes accrued but unpaid
      interest through the date of prepayment in an amount at least equal to the
      annual Percentage rate;





(s)  the
      collection practices used with respect to each such Receivable have been in
      all
      material respects legal, proper, prudent and customary in the automobile
      installment sales contract or installment loan servicing business;





(t)  there
      is
      only one original of each such Receivable, the Seller or a servicer is currently
      in possession of the Receivable Documents for such Receivable and there are
      no
      custodial agreements in effect adversely affecting the rights of the Seller
      to
      make the deliveries required hereunder on the Closing Date;





(u)  as
      of the
      Cut-off Date, no Obligor was the subject of a current bankruptcy proceeding;





(v)  with
      respect to each Due Period, the aggregate of the interest due on all the
      Receivables in such Due Period from scheduled payments is in excess of the
      Servicing Fee due;





(w)  the
      Receivables constitute “chattel paper” within the meaning of the UCC as in
      effect in the applicable jurisdiction and all filings (including without
      limitation, UCC filings) required to be made and all actions required to be
      taken or performed by any Person in any jurisdiction to give the Seller a first
      priority perfected lien on, or ownership interest in, the Receivables and the
      proceeds thereof have been made, taken or performed;





(x)  the
      information regarding such Receivables set forth in the Receivables Schedule
      is
      true and correct in all material respects at the Cut-off Date and the Closing
      Date; each Receivable was originated in the United States of America and at
      the
      time of origination, materially conformed to all requirements of the Seller’s
      underwriting policies and guidelines then in effect; and no Obligor is the
      United States of America or any state or any agency, department, subdivision
      or
      instrumentality thereof;





(y)  by
      the
      Closing Date, the Seller will have caused the portions of the Seller’s servicing
      records relating to the Receivables to be clearly and unambiguously marked
      to
      show that the Receivables constitute part of the Conveyed Property and are
      owned
      by the Buyer in accordance with the terms of this Agreement;





(z)  the
      computer tape or listing made available by the Seller to the Buyer on the
      Closing Date was complete and accurate as of the Cut-off Date, and includes
      a
      description of the same Receivables that are described in the Receivables
      Schedule;





(aa)  no
      Receivable was originated in, or is subject to the laws of, any jurisdiction,
      the laws of which would make unlawful, void or voidable the sale, transfer
      and
      assignment of such Receivable under this Agreement. The Seller has not entered
      into any agreement that prohibits, restricts or conditions the assignment of
      any
      portion of the Receivables;











(bb)  the
      Obligor of each Receivable is required to make payments to a Lockbox Account
      that is subject to a Lockbox Agreement; and





(ee)  no
      Receivable provides for a prepayment penalty.





**Section
      4.2**  **Repurchase
      upon Breach** **.**





The
      Seller, the Servicer or the Buyer, as the case may be, shall inform the other
      parties to this Agreement promptly, in writing, (i) upon the discovery of any
      breach of the Seller’s representations and warranties made pursuant to Section
      4.1, and (ii) of any Receivable for which the related Lien Certificate has
      not
      been received within 30 days following the Closing Date with respect thereto
      (for purposes of this Section 4.2, each of the foregoing referred to as a
“breach”). As of the last day of the month in which the Seller, the Servicer or
      the Buyer, as the case may be, discovers the breach, or in which the Seller
      receives notice of such breach, unless such breach is cured by such date, the
      Seller shall have an obligation to repurchase any Receivable that is adversely
      affected and/or in which the interests of the Buyer are adversely affected
      by
      any such breach. The sole remedy of the Buyer with respect to a breach of
      representations and warranties pursuant to Section 4.1 and the agreement
      contained in this Section shall be the repurchase of Receivables and Seller
      indemnity pursuant to this Section, subject to the conditions contained herein.
      The Buyer shall have no duty to conduct any affirmative investigation as to
      the
      occurrence of any conditions requiring the repurchase of any Receivable pursuant
      to this Section.





In
      addition to the foregoing and notwithstanding whether the related Receivable
      shall have been purchased by the Seller, the Seller shall indemnify the Buyer
      and any Servicer and any of their respective officers, directors, employees
      or
      agents, against all costs, expenses, losses, damages, claims and liabilities,
      including reasonable fees and expenses of counsel, which may be asserted against
      or incurred by any of them as a result of third party claims arising out of
      the
      events or facts giving rise to such breach.





**ARTICLE
      V**


**REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PARTIES; INDEMNITIES**







**Section
      5.1**  **Representations,
      Warranties and Covenants of the Seller.** The
      Seller makes the following representations on which the Buyer is deemed to
      have
      relied in acquiring the Receivables. The representations speak as of the
      execution and delivery of this Agreement and as of Closing Date with respect
      to
      the Receivables sold on such date, and shall survive the sale of the Receivables
      to the Buyer and
      the
      Closing Date.





(a)  The
      Seller has the power and authority to execute and deliver this Agreement and
      the
      other Transaction Documents to which it is a party and to carry out its terms
      and their terms, respectively; the Seller has full power and authority to sell
      and assign the Receivables and the Conveyed Property to be sold and assigned
      to
      and deposited with the Buyer by it.











(b)  This
      Agreement effects a valid sale, transfer and assignment of the Receivables
      and
      the Conveyed Property, enforceable against the Seller and creditors of and
      purchasers from the Seller; and this Agreement and the other Transaction
      Documents to which the Seller is a party, when duly executed and delivered,
      shall constitute legal, valid and binding obligations of the Seller enforceable
      in accordance with their respective terms.





(c)  The
      Seller is in compliance in all material respects with ERISA and there is no
      lien
      of the Pension Benefit Guaranty Corporation on any of the Receivables or
      Conveyed Property.





(d)  The
      consummation of the transactions contemplated by this Agreement and the other
      Transaction Documents to which the Seller is a party and the fulfillment of
      the
      terms of this Agreement and the other Transaction Documents to which the Seller
      is a party shall not conflict with, result in any breach of any of the terms
      and
      provisions of or constitute (with or without notice, lapse of time or both)
      a
      default of the Seller, or any indenture, agreement, mortgage, deed of trust
      or
      other instrument to which the Seller is a party or by which it is bound, or
      result in the creation or imposition of any Lien upon any of its properties
      pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
      or other instrument, other than this Agreement, or violate any law, order,
      rule
      or regulation applicable to the Seller of any court or of any federal or state
      regulatory body, administrative agency or other governmental instrumentality
      having jurisdiction over the Seller or any of its properties.





(e)  There
      are
      no proceedings or investigations pending or, to the Seller’s knowledge,
      threatened, against the Seller, before any court, regulatory body,
      administrative agency or other tribunal or governmental instrumentality having
      jurisdiction over the Seller or its properties (i) asserting the invalidity
      of
      this Agreement or any of the other Transaction Documents, (ii) seeking to
      prevent the consummation of any of the transactions contemplated by this
      Agreement or any of the other Transaction Documents, (iii) seeking any
      determination or ruling that might materially and adversely affect the
      Receivables or the performance by the Seller of its obligations under, or the
      validity or enforceability of, this Agreement or any of the other Transaction
      Documents, (iv) seeking to adversely affect the federal income tax or other
      federal, state or local tax attributes of the transactions contemplated by
      the
      Transaction Documents, or (v) involving any Receivable.





(f)  (i)
      The
      Seller is not required to obtain the consent of any other party or any consent,
      license, approval or authorization, or registration or declaration with, any
      Governmental Authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Agreement or any
      other
      Transaction Document which has not already been obtained, and (ii) the Seller
      has obtained or made all necessary consents, approvals, waivers and
      notifications of creditors, lessors, and other non-governmental Persons, in
      each
      case, in connection with the execution and delivery of this Agreement and the
      other Transaction Documents and the consummation of the transactions
      contemplated herein and therein.





(g)  No
      statement, report or other document furnished or to be furnished pursuant to
      this Agreement or in connection with the transaction contemplated hereby
      contains or will, when furnished, contain any untrue statement of a material
      fact or omits or will, when furnished, omit to state a material fact necessary
      to make the statements contained therein not misleading, in light of the
      circumstances under which they were made.











(h)  The
      Seller has filed all federal, state, county, local and foreign income, franchise
      and other tax returns required to be filed by it through the date hereof, and
      has paid all taxes reflected as due thereon.





(i)  Seller
      is
      solvent and will not become insolvent after giving effect to the transactions
      contemplated hereunder; Seller is paying its debts as they become due; Seller,
      after giving effect to the contemplated transactions, will have adequate capital
      to conduct its business.





The
      Seller shall indemnify the Buyer and any Servicer, their respective officers,
      directors, agents and employees, and hold each of them harmless against any
      and
      all damages (including all expenses and legal fees) resulting from a breach
      of
      the representations and warranties set forth in this Section 5.1.





(j)  Seller
      has sold the vehicles collateralizing the Receivables to the borrowers on an
“As
      Is” basis and the Receivables are not encumbered in any way by any warranties
      made by Seller to the borrowers related to the vehicle sales.





**Section
      5.2.**  **Liability
      of Seller; Indemnities.** The
      Seller shall be liable in accordance herewith only to the extent of the
      obligations specifically undertaken by the Seller under this
      Agreement .


(a)  The
      Seller shall indemnify, defend and hold harmless the Buyer and any Servicer
      (if
      other than the Seller) from and against any taxes that may at any time be
      asserted against any such Person with respect to, and as of the date of, each
      sale of Receivables to the Buyer including any sales, gross receipts, general
      corporation, tangible or intangible personal property, privilege or license
      taxes (but not including any taxes asserted with respect to ownership of the
      Receivables or federal or other income taxes, including franchise taxes measured
      by net income) and all costs and expenses in defending against the same.





(b)  The
      Seller shall indemnify, defend and hold harmless the Buyer and any Servicer
      (if
      other than the Seller) from and against any loss, liability or expense incurred
      by reason of the Seller’s willful malfeasance, bad faith or negligence in the
      performance of its duties under this Agreement, or by reason of reckless
      disregard of its obligations and duties under this Agreement.





(c)  Indemnification
      under this Section 5.3 shall survive the termination of this Agreement and
      shall
      include all reasonable fees and expenses of counsel and other expenses of
      litigation. If the Seller shall have made any indemnity payments pursuant to
      this Section and the Person to or on behalf of whom such payments are made
      thereafter shall collect any of such amounts from others, such Person shall
      promptly repay such amounts to the Seller, without interest.





**Section
      5.3**  **Limitation
      on Liability of Seller and Others.** The
      Seller and any director or officer or employee or agent of the Seller may rely
      in good faith on the advice of counsel or on any document of any kind, prima
      facie properly executed and submitted by any Person respecting any matters
      arising under any Transaction Document. The Seller shall not be under any
      obligation to appear in, prosecute or defend any legal action that shall not
      be
      incidental to its obligations under this Agreement, and that in its opinion
      may
      involve it in any expense or liability .











**Section
      5.4**  **Representations
      and Warranties of the Buyer.** The
      Buyer
      makes the following representations on which the Seller is deemed to have relied
      in entering this Agreement. The representations speak as of the execution and
      delivery of this Agreement and as of Closing Date.





(a)  The
      Buyer
      has been duly organized and is validly existing as a limited liability in good
      standing under the laws of the State of Texas, with power and authority to
      own
      its properties and to conduct its business as such properties are currently
      owned and such business is currently conducted, and had at all relevant times,
      and now has, power, authority and legal right to purchase and own the
      Receivables and the Conveyed Property.





(b)  The
      Buyer
      is duly qualified to do business as a foreign corporation in good standing
      and
      has obtained all necessary licenses and approvals in all jurisdictions where
      the
      failure to do so would materially and adversely affect Seller’s ability to sell
      the Receivables and the Conveyed Property to the Buyer pursuant to this
      Agreement, or the validity or enforceability of the Receivables and the Conveyed
      Property or to perform Seller’s obligations hereunder and under the other
      Transaction Documents.





(c)  The
      Buyer
      has the power and authority to execute and deliver this Agreement and the other
      Transaction Documents to which it is a party and to carry out its terms and
      their terms, respectively; the Buyer has full power and authority to purchase
      the Receivables and the Conveyed Property to be purchased by it and has duly
      authorized such purchase from the Seller by all necessary limited liability
      company action; and the execution, delivery and performance of this Agreement
      and the other Transaction Documents to which the Buyer is a party have been
      duly
      authorized by the Buyer by all necessary limited liability company action.





(d)  The
      consummation of the transactions contemplated by this Agreement and the other
      Transaction Documents to which the Buyer is a party and the fulfillment of
      the
      terms of this Agreement and the other Transaction Documents to which the Buyer
      is a party shall not conflict with, result in any breach of any of the terms
      and
      provisions of or constitute (with or without notice, lapse of time or both)
      a
      default under the regulations or articles of organization of the Buyer, or
      any
      indenture, agreement, mortgage, deed of trust or other instrument to which
      the
      Buyer is a party or by which it is bound, or result in the creation or
      imposition of any Lien upon any of its properties pursuant to the terms of
      any
      such indenture, agreement, mortgage, deed of trust or other instrument, other
      than this Agreement, or violate any law, order, rule or regulation applicable
      to
      the Buyer of any court or of any federal or state regulatory body,
      administrative agency or other governmental instrumentality having jurisdiction
      over the Buyer or any of its properties.





(e)  There
      are
      no proceedings or investigations pending or, to the Buyer’s knowledge,
      threatened, against the Buyer, before any court, regulatory body, administrative
      agency or other tribunal or governmental instrumentality having jurisdiction
      over the Buyer or its properties (i) asserting the invalidity of this Agreement
      or any of the other Transaction Documents or (ii) seeking to prevent the
      consummation of any of the transactions contemplated by this Agreement or any
      of
      the other Transaction Documents.








(f)  (i)
      The
      Buyer is not required to obtain the consent of any other party or any consent,
      license, approval or authorization, or registration or declaration with, any
      Governmental Authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Agreement or any
      other
      Transaction Document which has not already been obtained, and (ii) the Buyer
      has
      obtained or made all necessary consents, approvals, waivers and notifications
      of
      creditors, lessors, and other non-governmental Persons, in each case, in
      connection with the execution and delivery of this Agreement and the other
      Transaction Documents and the consummation of the transactions contemplated
      herein and therein.





**ARTICLE
      VI**


**MISCELLANEOUS
      PROVISIONS** ****







**Section
      6.1.**  **Amendment.** This
      Agreement may only be amended in writing from time to time by the parties
      hereto .




**Section
      6.2**  **Protection
      of Title** **.**





(a)  The
      Seller shall execute and file such financing statements and cause to be executed
      and filed such continuation statements, all in such manner and in such places
      as
      may be required by law fully to preserve, maintain and protect the interest
      of
      the Buyer in the Conveyed Property and in the proceeds thereof. The Seller
      shall
      deliver (or cause to be delivered) to the Buyer file-stamped copies of, or
      filing receipts for, any document filed as provided above, as soon as available
      following such filing.





(b)  Without
      limiting any other provision of this Agreement, neither the Seller nor the
      Servicer shall change its name, identity or corporate structure in any manner
      that would, could or might make any financing statement or continuation
      statement filed in accordance with paragraph (a) above seriously misleading
      within the meaning of Section 9-402(7) of the Relevant UCC, unless it shall
      have
      given the Buyer at least 15 days’ prior written notice thereof and shall have
      promptly filed appropriate amendments to all previously filed financing
      statements or continuation statements. Promptly upon such filing, the Seller
      shall deliver an Opinion of Counsel in form and substance reasonably
      satisfactory to the Buyer, stating either (A) all financing statements and
      continuation statements have been executed and filed that are otherwise required
      hereunder to be filed by the Seller or the Servicer, as applicable, that are
      necessary fully to preserve and protect the interest of the Buyer in the
      Receivables, and reciting the details of such filings or referring to prior
      opinions of Counsel in which such details are given, or (B) no such action
      shall
      be necessary to preserve and protect such interest.





(c)  The
      Seller shall have an obligation to give the Buyer at least 60 days’ prior
      written notice of any relocation of its principal executive office if, as a
      result of such relocation, the applicable provisions of the relevant UCC would
      require the filing of any amendment of any previously filed financing or
      continuation statement or of any new financing statement and shall promptly
      file
      any such amendment.





(d)  If
      at any
      time the Seller shall propose to sell, grant a security interest in or otherwise
      transfer any interest in automotive receivables to any prospective purchaser,
      lender or other transferee, the Seller or the Servicer, as applicable, shall
      give to such prospective purchaser, lender or other transferee computer tapes,
      records or printouts (including any restored from backup archives) that, if
      they
      shall refer in any manner whatsoever to any Receivable, shall indicate clearly
      that such Receivable has been sold and is owned by the Buyer.








**Section
      6.3**  **Notices.** All
      demands, notices and communications upon or to the Seller or the Buyer under
      this Agreement shall be in writing, personally delivered, or mailed by overnight
      courier, express mail or certified mail, return receipt requested, and shall
      be
      deemed to have been duly given upon receipt by such Person at its address
      specified below:





if
      to
      Buyer:




FIRSTPLUS
      Auto Group, Inc.


5100
      N.
      O’Connor Blvd. 6 th Floor


Irving,
      Texas 75039


Attn:
      Jim
      Roundtree


Telecopy:
      214 496 1298





with
      a
      copy to:


Jenkens
      & Gilchrist, P.C.


1445
      Ross
      Avenue, Suite 3200


Dallas,
      Texas 75202


Attn:
      Doug Berman


Telecopy:
      (214) 855-4300





if
      to
      Seller:





Eddie
      Perkins


5100
      N.
      O’Connor Blvd. 6 th Floor


Irving,
      Texas 75039


Telecopy:
      214 496 1298





**Section
      6.4**  **Assignment.** This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns. Notwithstanding anything
      to the contrary contained herein, this Agreement may not be assigned by the
      Seller without the prior written consent of the Buyer .





**Section
      6.5**  **Limitations
      on Rights of Others.** The
      provisions of this Agreement are solely for the benefit of the parties hereto
      and their respective successors and permitted assigns. Nothing in this
      Agreement, whether express or implied, shall be construed to give to any other
      Person any legal or equitable right, remedy or claim in the Property or under
      or
      in respect of this Agreement or any covenants, conditions or provisions
      contained herein .




**Section
      6.6**  **Severability.** Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction .




**Section
      6.7**  **Separate
      Counterparts.** This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument .








**Section
      6.8**  **Headings.** The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof .




**Section
      6.9**  **Consents
      to Jurisdiction.** Each
      of
      the parties hereto irrevocably submits to the jurisdiction of any court in
      the
      State of Texas located in the city and county of Dallas, and any appellate
      court
      from any thereof, in any action, suit or proceeding brought against it and
      related to or in connection with this Agreement, the other Transaction Documents
      or the transactions contemplated hereunder or thereunder or for recognition
      or
      enforcement of any judgment and each of the parties hereto irrevocably and
      unconditionally agrees that all claims in respect of any such suit or action
      or
      proceeding may be heard or determined in such Dallas state court or, to the
      extent permitted by law, in such federal court. Each of the parties hereto
      agrees that a final judgment in any such action, suit or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. To the extent permitted by applicable
      law,
      each of the parties hereby waives and agrees not to assert by way of motion,
      as
      a defense or otherwise in any such suit, action or proceeding, any claim that
      it
      is not personally subject to the jurisdiction of such courts, that the suit,
      action or proceeding is brought in an inconvenient forum, that the venue of
      the
      suit, action or proceeding is improper or that this Agreement or any of the
      other Transaction Documents or the subject matter hereof or thereof may not
      be
      litigated in or by such courts. Nothing
      contained in this Security Agreement shall limit or affect the rights of any
      party hereto to serve process in any other manner permitted by law or to start
      legal proceedings relating to any of the Transaction Documents against the
      Seller, the Servicer, the Buyer or their respective property in the courts
      of
      any jurisdiction .




**Section
      6.10**  **TRIAL
      BY JURY WAIVED. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
      LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH
      THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY OF THE
      TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. EACH OF THE PARTIES HERETO
      (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
      HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
      EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
      THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION
      DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG OTHER THINGS, THIS
      WAIVER** **.**




**Section
      6.11**  **GOVERNING
      LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF TEXAS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS** **.**








**[Signature
      page follows.]**





IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered by their respective duly authorized officers as of the
      day and the year first above written.





**BUYER**:**FIRSTPLUS
                Auto Group, Inc.**By:
            /s/
                Jim RoundtreeName:
            Jim
                RoundtreeTitle:
            Chief
                Financial Officer**SELLER**:/s/
              Eddie PerkinsEddie
                Perkins, individually and doing business as Pierce Auto
                Group