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Exhibit 4.6    
    



	Rights Certificate No.:	 	    
	 	THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S JOINT PROXY STATEMENT/PROSPECTUS
DATED                              , 2004 (THE "JOINT PROXY STATEMENT/PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS ARE AVAILABLE UPON REQUEST FROM LIBERTÉ INVESTORS INC.	 	Number of Rights:	 	    






	 	 	 	 	 	 	Cusip No:	 	    





LIBERTÉ INVESTORS INC.
  Incorporated under the laws of the State of Delaware 


        
 SUBSCRIPTION RIGHTS CERTIFICATE  


        
Evidencing Subscription Rights to Purchase Shares of Common Stock of Liberté Investors Inc.

Subscription Price: $4.00 per Share 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE

5:00 P.M., NEW YORK CITY TIME, ON                              , 2004,

UNLESS EXTENDED BY LIBERTÉ INVESTORS INC. 


Registered
Owner: 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights ("Rights") set forth above. Each Right entitles
the holder thereof, or its assigns, to subscribe for and purchase 0.61 shares of Common Stock, with a par value of $0.01 per share, of Liberté Investors Inc., a Delaware
corporation, at a subscription price of $4.00 per share (the "Subscription Privilege"), pursuant to a rights offering (the "Rights Offering"), on the terms and subject to the conditions set forth in
the Joint Proxy Statement/Prospectus and the "Instructions as to Use of Liberté Investors Inc. Subscription Rights Certificates" accompanying this Subscription Rights
Certificate. The Rights represented by this Subscription Rights Certificate may be exercised by completing the section entitled "Exercise of Subscription Privilege" and any other appropriate sections
on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the "Instructions as to Use of Liberté
Investors Inc. Subscription Rights Certificates" that accompany this Subscription Rights Certificate. 


You
have been issued one Right per each share of Common Stock that you held on                        , 2004, the Record Date. No
fractional shares of Common Stock will be distributed in
this Rights Offering. 


Witness
the seal of Liberté Investors Inc. and the signatures of its duly authorized officers. 



	Dated:	 	    
	 	, 2004	 	 





	    
 Donald J. Edwards

President and Chief Executive Officer	 	    
 Ellen V. Billings

Secretary







 
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE  



	By Mail
 The Bank of New York

Tender & Exchange Department

P.O. Box 11248

Church Street Station

New York, New York 10286-1248	By Hand or Overnight Courier
 The Bank of New York

Tender & Exchange Department

101 Barclay Street, 11W

New York, New York 10286
	

Delivery other than in the manner or to the addresses listed above

will not constitute valid delivery.
	
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.





EXERCISE OF SUBSCRIPTION RIGHTS  


To
subscribe for shares pursuant to your Subscription Privilege, please complete lines (a) and (b) and sign under the subsection labeled "Signature" below. 


	(a)
	Exercise Of Basic Subscription Privilege:  



I have been issued              Rights and am eligible to purchase
                         shares of Common
Stock. 


I
apply for                          shares (no. of new shares) × $4.00 (subscription price) =
$                        
(Payment) 


	(b)
	Total Amount of Payment Enclosed =
$                                         
        




SIGNATURE  


To Subscribe: I acknowledge that I have received the Joint Proxy Statement/Prospectus for this Rights Offering, and I hereby irrevocably subscribe for
the number of shares indicated above on the terms and conditions specified in the Joint Proxy Statement/Prospectus. 



	    
 Signature(s)	 





Important: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate
in every particular, without alteration or enlargement, or any other change whatsoever. 


FOR
INSTRUCTIONS ON THE USE OF LIBERTÉ INVESTORS INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE SUBSCRIPTION AGENT AT (800) 507-9357 OR ELLEN V.
BILLINGS, SECRETARY OF LIBERTÉ INVESTORS INC., AT (214) 871-5935. 


FULL
PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE PAYABLE IN UNITED STATES DOLLARS IN A CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK OR POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER AND
PAYABLE TO THE BANK OF NEW YORK, AS SUBSCRIPTION AGENT. 


CERTIFICATES
FOR THE SHARES OF COMMON STOCK SUBSCRIBED TO PURSUANT TO THE RIGHTS OFFERING WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE. ANY REFUND IN CONNECTION WITH YOUR
SUBSCRIPTION WILL BE DELIVERED AS SOON AS PRACTICABLE THEREAFTER. 


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Exhibit 4.6