<PAGE>
                                                                    EXHIBIT 10.6

                                     FORM OF

                         ASSET ACCEPTANCE CAPITAL CORP.


                            2004 STOCK INCENTIVE PLAN



                              I. GENERAL PROVISIONS

         1.1 ESTABLISHMENT. On _____________________,2004, the Board of
Directors ("Board") of Asset Acceptance Capital Corp., a Delaware corporation
("Corporation"), adopted the 2004 Stock Incentive Plan ("Plan").

         1.2 PURPOSE. The purpose of the Plan is (i) to promote the best
interests of the Corporation and its shareholders by encouraging Employees,
consultants and non-employee directors of the Corporation and its Subsidiaries
to acquire an ownership interest in the Corporation through Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share
Awards and Annual Incentive Awards, thus identifying their interests with those
of shareholders, and (ii) to enhance the ability of the Corporation to attract
and retain qualified Employees, consultants and non-employee directors. It is
the further purpose of the Plan to permit the granting of Nonqualified Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Share Awards and Annual Incentive Awards that will constitute
performance based compensation, as described in Section 162(m) of the Code, and
regulations promulgated thereunder.

         1.3 DEFINITIONS. As used in this Plan, the following terms have the
meaning described below:

                  (a) "Agreement" means the written agreement that sets forth
the terms of a Participant's Option, Stock Appreciation Right, Restricted Stock
grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award.

                  (b) "Annual Incentive Award" means an award that is granted in
accordance with Article VI of the Plan.

                  (c) "Board" means the Board of Directors of the Corporation.

                  (d) "Change in Control" means the occurrence at any time after
the Initial Public Offering of any of the following events: (i) the acquisition
of ownership by a person, corporation or other entity, or a group acting in
concert, of fifty-one percent, or more, of the outstanding Common Stock of the
Corporation in a single transaction or a series of related transactions within a
one-year period; (ii) a sale of all or substantially all of the assets of the
Corporation to any person, corporation or other entity; or (iii) a merger or
similar transaction between the Corporation and another entity if shareholders
of the Corporation do not own a majority of the voting stock of the surviving
entity or any parent thereof and a majority in value of the total outstanding
stock of such surviving entity or any parent thereof. Provided, however,



<PAGE>

that there shall not be included within the meaning of "Change in Control," any
such event involving: (iv) any employee benefit plan (or related trust)
sponsored or maintained by the Corporation; or (v) any of the current
shareholders of the Corporation as of the date of adoption of this Plan by the
Board (or any entity at any time controlled by any such shareholder or
shareholders)

                  (e) "Change in Position" means, as determined by the Committee
in its discretion with respect to any Participant, a significant change in such
Participant's employment relationship with the Company, including but not
limited to any or all of the following: (i) such Participant's involuntary
termination of employment or services; (ii) a significant reduction in such
Participant's duties, responsibilities, compensation and/or fringe benefits, or
the assignment to such Participant of duties inconsistent with his or her
position (all as in effect immediately prior to a Change in Control), whether or
not such Participant voluntarily terminates employment or services as a result
thereof; or (iii) a significant change in the geographic location of the
Participant's primary workplace.

                  (f) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (g) "Committee" means the Compensation Committee of the
Corporation, which shall be comprised of two or more members of the Board.

                  (h) "Common Stock" means shares of the Corporation's
authorized common stock.

                  (i) "Corporation" means Asset Acceptance Capital Corp. a
Delaware corporation.

                  (j) "Disability" means total and permanent disability, as
defined in Code Section 22(e).

                  (k) "Employee" means an individual who has an "employment
relationship" with the Corporation or a Subsidiary, as defined in Treasury
Regulation 1.421-7(h), and the term "employment" means employment with the
Corporation, or a Subsidiary of the Corporation.

                  (l) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time and any successor thereto.

                  (m) "Fair Market Value" means for purposes of determining the
value of Common Stock on the Grant Date:

                           (i) If the Grant Date is the same as the date upon
         which an Initial Public Offering of the Corporation's Common Stock
         becomes effective, the initial public offering price; or

                           (ii) If the Grant Date occurs after an Initial Public
         Offering of the Corporation's Common Stock becomes effective, the Stock
         Exchange closing price of the Corporation's Common Stock as reported in
         The Wall Street Journal (or as otherwise reported by such Stock
         Exchange) for the Grant Date. In the event that there were no



                                       2
<PAGE>
         Common Stock transactions on such date, the Fair Market Value shall be
         determined as of the immediately preceding date on which there were
         Common Stock transactions.

Unless otherwise specified in the Plan, "Fair Market Value" for purposes of
determining the value of Common Stock on the date of exercise means, as
applicable under (i) or (ii) above (substituting the date of exercise for the
Grant Date): the initial public offering price; or the Stock Exchange closing
price of the Corporation's Common Stock on the last date preceding the exercise
on which there were Common Stock transactions.

                  (n) "Grant Date" means the date on which the Committee
authorizes an individual Option, Stock Appreciation Right, Restricted Stock
grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award, or such later date as shall be designated by the Committee.

                  (o) "Incentive Stock Option" means an Option that is intended
to meet the requirements of Section 422 of the Code.

                  (p) "Initial Public Offering" means a firm commitment
underwritten initial public offering of the Corporation's Common Stock
registered under the Securities Act of 1933, as amended.

                  (q) "Nonqualified Stock Option" means an Option that is not
intended to constitute an Incentive Stock Option.

                  (r) "Option" means either an Incentive Stock Option or a
Nonqualified Stock Option.

                  (s) "Participant" means an Employee or non-employee director
or consultant designated by the Committee to participate in the Plan.

                  (t) "Performance Share Award" means a performance share award
that is granted in accordance with Article V of the plan.

                  (u) "Plan" means the Asset Acceptance Capital Corp. 2004 Stock
Incentive Plan, the terms of which are set forth herein, and amendments thereto.

                  (v) "Restriction Period" means the period of time during which
a Participant's Restricted Stock or Restricted Stock Unit grant is subject to
restrictions and is nontransferable.

                  (w) "Restricted Stock" means Common Stock that is subject to
restrictions.

                  (x) "Restricted Stock Unit" means a right granted pursuant to
Article IV to receive Restricted Stock or an equivalent value in cash pursuant
to the terms of the Plan and the related Agreement.

                  (y) "Retirement" means termination of employment on or after
the attainment of age 65 and completion of three (3) years of service with the
Corporation.



                                       3
<PAGE>

                  (z) "Stock Appreciation Right" means the right to receive a
cash or Common Stock payment from the Corporation, in accordance with Article
III of the Plan.

                  (aa) "Stock Exchange" means the principal national securities
exchange on which the Common Stock is listed for trading or, if the Common Stock
is not listed for trading on a national securities exchange, such other
recognized trading market or quotation system upon which the largest number of
shares of Common Stock has been traded in the aggregate during the last 20 days
before a Grant Date or date on which an Option is exercised, whichever is
applicable.

                  (bb) "Subsidiary" means a corporation or other entity defined
in Code Section 424(f).

                  (cc) "Vested" means the extent to which an Option or Stock
Appreciation Right granted hereunder has become exercisable in accordance with
this Plan and the terms of the respective Agreement pursuant to which such
Option or Stock Appreciation Right was granted.

         1.4 ADMINISTRATION.

                  (a) The Plan shall be administered by the Committee. At all
times it is intended that the directors appointed to serve on the Committee
shall be "disinterested persons" (within the meaning of Rule 16b-3 promulgated
under the Exchange Act) and "outside directors" (within the meaning of Code
Section 162(m)); however, the mere fact that a Committee member shall fail to
qualify under either of these requirements shall not invalidate any award made
by the Committee if the award is otherwise validly made under the Plan. The
members of the Committee shall be appointed by, and may be changed at any time
and from time to time, at the discretion of the Board.

                  (b) The Committee shall interpret the Plan, prescribe, amend,
and rescind rules and regulations relating to the Plan, and make all other
determinations necessary or advisable for its administration. The decision of
the Committee on any question concerning the interpretation of the Plan or its
administration with respect to any Option, Stock Appreciation Right, Restricted
Stock grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award granted under the Plan shall be final and binding upon all Participants.
No member of the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any grant or award hereunder.

         1.5 PARTICIPANTS. Participants in the Plan shall be such Employees
(including Employees who are directors), non-employee directors of, or
consultants to, the Corporation and its Subsidiaries as the Committee in its
sole discretion may select from time to time. The Committee may grant Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Share Awards and Annual Incentive Awards to an individual upon the condition
that the individual become an Employee of the Corporation or of a Subsidiary,
provided that the Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Units, Performance Share Award or Annual Incentive Award shall be deemed
to be granted only on the date that the individual becomes an Employee.



                                       4
<PAGE>



                                                                    EXHIBIT 10.6


                   1.6 STOCK. The Corporation has reserved 3,700,000 shares of
the Corporation's Common Stock for issuance in conjunction with all Options and
other stock-based awards to be granted under the Plan. Shares subject to any
unexercised portion of a terminated, cancelled or expired Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, or
Performance Share Award granted hereunder, and pursuant to which a Participant
never acquired benefits of ownership, including payment of a stock dividend (but
excluding voting rights), may again be subjected to grants and awards under the
Plan, but shares surrendered pursuant to the exercise of a Stock Appreciation
Right shall not be available for future grants and awards. All provisions in
this Section 1.6 shall be adjusted, as applicable, in accordance with Article
VIII.

                                II. STOCK OPTIONS

         2.1 GRANT OF OPTIONS. The Committee, at any time and from time to time,
subject to the terms and conditions of the Plan, may grant Options to such
Participants and for such number of shares of Common Stock (whole or fractional)
as it shall designate; provided, however, that no Participant may be granted
Options and Stock Appreciation Rights during any one fiscal year to purchase
more than ___________ shares of Common Stock. Any Participant may hold more than
one Option under the Plan and any other Plan of the Corporation or Subsidiary.
The Committee shall determine the general terms and conditions of exercise,
including any applicable vesting requirements, which shall be set forth in a
Participant's Option Agreement. No Option granted hereunder may be exercised
after the tenth anniversary of the Grant Date. The Committee may designate any
Option granted as either an Incentive Stock Option or a Nonqualified Stock
Option, or the Committee may designate a portion of an Option as an Incentive
Stock Option or a Nonqualified Stock Option. An Incentive Stock Option may only
be granted to an Employee. At the discretion of the Committee, an Option may be
granted in tandem with a Stock Appreciation Right. Nonqualified Stock Options
are intended to satisfy the requirements of Code Section 162(m) and the
regulations promulgated thereunder, to the extent applicable.

         2.2 INCENTIVE STOCK OPTIONS. Any Option intended to constitute an
Incentive Stock Option shall comply with the requirements of this Section 2.2.
No Incentive Stock Option shall be granted with an exercise price below the Fair
Market Value of Common Stock on the Grant Date nor with an exercise term that
extends beyond 10 years from the Grant Date. An Incentive Stock Option shall not
be granted to any Participant who owns (within the meaning of Code Section
424(d)) stock of the Corporation or any Subsidiary possessing more than 10% of
the total combined voting power of all classes of stock of the Corporation or a
Subsidiary unless, at the Grant Date, the exercise price for the Option is at
least 110% of the Fair Market Value of the shares subject to the Option and the
Option, by its terms, is not exercisable more than 5 years after the Grant Date.
The aggregate Fair Market Value of the underlying Common Stock (determined at
the Grant Date) as to which Incentive Stock Options granted under the Plan
(including a plan of a Subsidiary) may first be exercised by a Participant in
any one calendar year shall not exceed $100,000. To the extent that an Option
intended to constitute an Incentive Stock Option shall violate the foregoing
$100,000 limitation (or any other limitation set forth in Code Section 422), the
portion of the Option that exceeds the $100,000 limitation (or violates



                                       5
<PAGE>

any other Code Section 422 limitation) shall be deemed to constitute a
Nonqualified Stock Option.

         2.3 OPTION PRICE. The Committee shall determine the per share exercise
price for each Option granted under the Plan. The Committee, at its discretion,
may grant Nonqualified Stock Options with an exercise price below 100% of the
Fair Market Value of Common Stock on the Grant Date. The foregoing
notwithstanding, no Incentive Stock Option shall be granted with an exercise
price below the Fair Market Value of Common Stock on the Grant Date.

         2.4 PAYMENT FOR OPTION SHARES.

                  (a) The purchase price for shares of Common Stock to be
acquired upon exercise of an Option granted hereunder shall be paid in full in
cash or by personal check, bank draft or money order at the time of exercise;
provided, however, that in lieu of such form of payment a Participant may pay
such purchase price in whole or in part by tendering shares of Common Stock,
which have been held by the Participant for at least six (6) months and which
are freely owned and held by the Participant independent of any restrictions,
hypothecations or other encumbrances, duly endorsed for transfer (or with duly
executed stock powers attached), or in any combination of the above. Shares of
Common Stock surrendered upon exercise shall be valued at the Stock Exchange
closing price for the Corporation's Common Stock on the day prior to exercise,
as reported in The Wall Street Journal (or as otherwise reported by such Stock
Exchange), and the certificate(s) for such shares, duly endorsed for transfer or
accompanied by appropriate stock powers, shall be surrendered to the
Corporation. Participants who are subject to short swing profit restrictions
under the Exchange Act and who exercise an Option by tendering
previously-acquired shares shall do so only in accordance with the provisions of
Rule 16b-3 of the Exchange Act.

                  (b) At the discretion of the Committee, as set forth in a
Participant's Option Agreement, any Option granted hereunder may be deemed
exercised by delivery to the Corporation of a properly executed exercise notice,
acceptable to the Corporation, together with irrevocable instructions to the
Participant's broker to deliver to the Corporation sufficient cash to pay the
exercise price and any applicable income and employment withholding taxes, in
accordance with a written agreement between the Corporation and the brokerage
firm ("cashless exercise procedure").

                         III. STOCK APPRECIATION RIGHTS

         3.1 GRANT OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may
be granted, held and exercised in such form and upon such general terms and
conditions as determined by the Committee on an individual basis. A Stock
Appreciation Right may be granted to a Participant with respect to such number
of shares of Common Stock of the Corporation as the Committee may determine. A
Stock Appreciation Right may be granted on a stand-alone basis or in tandem with
an Option. If granted in tandem with an Option, the number of shares covered by
the Stock Appreciation Right shall not exceed the number of shares of stock
which the Participant could purchase upon the exercise of the related Option.
Stock Appreciation Rights are intended to satisfy the requirements of Code
Section 162(m) and the regulations promulgated thereunder, to the extent
applicable.



                                       6
<PAGE>

         3.2 EXERCISE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right
shall be deemed exercised upon receipt by the Corporation of written notice of
exercise from the Participant. Except as permitted under Rule 16b-3, notice of
exercise of a Stock Appreciation Right by a Participant subject to the insider
trading restrictions of Section 16(b) of the Securities Exchange Act of 1934,
shall be limited to the period beginning on the third day following the release
of the Corporation's quarterly or annual summary of earnings and ending on the
12th business day after such release. The exercise term of each Stock
Appreciation Right shall be limited to 10 years from its Grant Date or such
earlier period as set by the Committee or in a related Option. If granted in
tandem with an Option, a Stock Appreciation Right shall be exercisable only at
such times and in such amounts as the related Option may be exercised. A Stock
Appreciation Right granted to a Participant subject to the insider trading
restrictions shall not be exercisable in whole or part during the first six
months of its term, unless the Participant dies or becomes disabled during such
six-month period.

         3.3 STOCK APPRECIATION RIGHT ENTITLEMENT.

                  (a) Upon exercise of a Stock Appreciation Right, a Participant
shall be entitled to payment from the Corporation, in cash, shares, or partly in
each (as determined by the Committee in accordance with any applicable terms of
the Agreement), of an amount equal to the difference between the aggregate Fair
Market Value on the date of exercise for the specified number of shares being
exercised and the aggregate exercise price of the Stock Appreciation Right being
exercised. If the Stock Appreciation Right is granted in tandem with an Option,
the payment shall be equal to the difference between:

                           (i) the Fair Market Value of the number of shares
         subject to the Stock Appreciation Right on the exercise date; and

                           (ii) the Option price of the associated Option
         multiplied by the number of shares available under the Option.

                  (b) Notwithstanding Section 3.3(a), upon exercise of a Stock
Appreciation Right the Participant shall be required to surrender the associated
Option.

         3.4 MAXIMUM STOCK APPRECIATION RIGHT AMOUNT PER SHARE. The Committee
may, at its sole discretion, establish (at the time of grant) a maximum amount
per share which shall be payable upon the exercise of a Stock Appreciation
Right, expressed as a dollar amount or as a percentage or multiple of the Option
price of a related Option.

                      IV. RESTRICTED STOCK GRANTS AND UNITS

         4.1 GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Subject to
the terms and conditions of the Plan, the Committee, at any time and from time
to time, may grant shares of Restricted Stock and Restricted Stock Units under
this Plan to such Participants and in such amounts as it shall determine.

         4.2 RESTRICTED STOCK AGREEMENT. Each grant of Restricted Stock or
Restricted Stock Units shall be evidenced by an Agreement that shall specify the
terms of the restrictions,



                                       7
<PAGE>

including the Restriction Period, or periods, the number of Common Stock shares
subject to the grant or units, and such other general terms and conditions,
including performance goals, as the Committee shall determine.

         4.3 TRANSFERABILITY. Except as provided in this Article IV or Section
9.4 of the Plan, the shares of Common Stock subject to a Restricted Stock grant
or Restricted Stock Unit hereunder may not be transferred, pledged, assigned, or
otherwise alienated or hypothecated until the termination of the applicable
Restriction Period or for such period of time as shall be established by the
Committee and as shall be specified in the applicable Agreement, or upon the
earlier satisfaction of other conditions as specified by the Committee in its
sole discretion and as set forth in the applicable Agreement.

         4.4 OTHER RESTRICTIONS. The Committee shall impose such other
restrictions on any shares of Common Stock subject to a Restricted Stock grant
or Restricted Stock Unit under the Plan as it may deem advisable including,
without limitation, restrictions under applicable Federal or State securities
laws, and may legend the certificates representing such shares to give
appropriate notice of such restrictions.

         4.5 CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to Sections 4.3 and 4.4, each certificate representing
shares of Common Stock subject to a Restricted Stock grant or Restricted Stock
Unit shall bear the following legend:

                  The sale or other transfer of the shares of stock represented
         by this certificate, whether voluntary, involuntary or by operation of
         law, is subject to certain restrictions on transfer set forth in the
         Asset Acceptance Capital Corp. 2004 Stock Incentive Plan ("Plan"),
         rules and administrative guidelines adopted pursuant to such Plan and
         an Agreement dated _______________. A copy of the Plan, such rules and
         such Agreement may be obtained from the Secretary of Asset Acceptance
         Capital Corp.

         4.6 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Article IV of the Plan, and subject to applicable federal and state securities
laws, shares of Common Stock subject to a Restricted Stock grant or Restricted
Stock Unit under the Plan shall become freely transferable by the Participant
after the last day of the Restriction Period. Once the shares are released from
the restrictions, the Participant shall be entitled to have the legend required
by Section 4.5 of the Plan removed from the applicable Common Stock certificate.
Provided further, the Committee shall have the discretion to waive the
applicable Restriction Period with respect to all or any part of the Common
Stock subject to a Restricted Stock grant or Restricted Stock Unit.

         4.7 VOTING RIGHTS. During the Restriction Period, Participants holding
shares of Common Stock subject to a Restricted Stock grant or Restricted Stock
Unit hereunder may exercise full voting rights with respect to the Restricted
Stock or Restricted Stock Unit.

         4.8 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Restriction Period, a
Participant shall be entitled to receive all dividends and other distributions
paid with respect to shares of Common Stock subject to a Restricted Stock grant
or Restricted Stock Unit. If any dividends or



                                       8
<PAGE>

distributions are paid in shares of Common Stock during the Restriction Period,
the dividend or other distribution shares shall be subject to the same
restrictions on transferability as the shares of Common Stock with respect to
which they were paid.

         4.9 RESTRICTED STOCK GRANTS AND UNITS UNDER CODE SECTION 162(M). The
Committee, at its discretion, may designate certain Restricted Stock grants or
Restricted Stock Units as being granted pursuant to Code Section 162(m). Such
Restricted Stock and Restricted Stock Units must comply with the following
additional requirements, which override any other provision set forth in this
Article IV:

                  (a) Each Code Section 162(m) Restricted Stock Award or
Restricted Stock Unit shall be based upon pre-established, objective performance
goals that are intended to satisfy the performance-based compensation
requirements of Code Section 162(m) and the regulations promulgated thereunder.
Further, at the discretion of the Committee, a Restricted Stock Award or
Restricted Stock Unit also may be subject to goals and restrictions in addition
to the performance requirements.

                  (b) Each Code Section 162(m) Restricted Stock Award or
Restricted Stock Unit shall be based upon the attainment of specified levels of
Corporation or Subsidiary performance during a specified performance period, as
measured by any or all of the following: earnings (as measured by net income,
net income per share, operating income, operating income per share, or earnings
before interest, taxes, depreciation and amortization ["EBITDA"]), revenue
growth, market capitalization, and price per share.

                  (c) For each designated performance period, the Committee
shall (i) select those Employees who shall be eligible to receive a Restricted
Stock Award or Restricted Stock Unit, (ii) determine the performance period,
which may be a one to five fiscal year period, (iii) determine the target levels
of Corporation or Subsidiary performance, and (iv) determine the number of
shares subject to a Restricted Stock Award or Restricted Stock Unit to be paid
to each selected Employee. The Committee shall make the foregoing determinations
prior to the commencement of services to which a Restricted Stock Award or
Restricted Stock Unit relates (or within the permissible time-period established
under Code Section 162(m)) and while the outcome of the performance goals and
targets is uncertain.

                  (d) For each performance period, the Committee shall certify,
in writing: (i) if the Corporation has attained the performance targets, and
(ii) the number of shares pursuant to the Restricted Stock Award or Restricted
Stock Unit that are to become freely transferable. The Committee shall have no
discretion to waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Restricted Stock Award
or Restricted Stock Unit.

                  (e) Any dividends paid during the Restriction Period
automatically shall be reinvested on behalf of the Employee in additional shares
of Common Stock under the Plan, and such additional shares shall be subject to
the same performance goals and restrictions as the other shares under the
Restricted Stock Award or Restricted Stock Unit. No shares under a Code Section
162(m) Restricted Stock Award or Restricted Stock Unit shall become transferable
until the Committee certifies in writing that the performance goals and
restrictions have been satisfied.



                                       9
<PAGE>

                  (f) No Employee, in any one fiscal year of the Company, shall
be granted a Code Section 162(m) Restricted Stock Award or Restricted Stock Unit
for more than ________ shares of Common Stock.

                  (g) Except as otherwise provided in this Article IV or Section
9.4 of the Plan, and subject to applicable federal and state securities laws,
shares covered by each Restricted Stock Award or Restricted Stock Unit made
under the Plan may not be transferred, pledged, assigned, or otherwise alienated
or hypothecated until the applicable performance targets and other restrictions
are satisfied, as shall be certified in writing by the Committee. At such time,
shares covered by the Restricted Stock Award or Restricted Stock Unit shall
become freely transferable by the Employee. Once the shares are released from
the restrictions, the Employee shall be entitled to have the legend required by
Section 4.5 of the Plan removed from the applicable Common Stock certificate.

                           V. PERFORMANCE SHARE AWARDS

         5.1 GRANT OF PERFORMANCE SHARE AWARDS. The Committee, at its
discretion, may grant Performance Share Awards to Participants and may
determine, on an individual or group basis, the performance goals to be attained
pursuant to each Performance Share Award.

         5.2 TERMS OF PERFORMANCE SHARE AWARDS. In general, Performance Share
Awards shall consist of rights to receive cash, Common Stock or a combination of
each, if designated performance goals are achieved. The terms of a Participant's
Performance Share Award shall be set forth in his individual Performance Share
Agreement. Each Agreement shall specify the performance goals applicable to a
particular Participant or group of Participants, the period over which the
targeted goals are to be attained, the payment schedule if the goals are
attained, and any other general terms and conditions applicable to an individual
Performance Share Award as the Committee shall determine. The Committee, at its
discretion, may waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Performance Share
Award.

         5.3 PERFORMANCE SHARE AWARDS GRANTED UNDER CODE SECTION 162(M). The
Committee, at its discretion, may designate certain Performance Share Awards as
granted pursuant to Code Section 162(m). Such Performance Share Awards must
comply with the following additional requirements, which override any other
provision set forth in this Article V:

                  (a) The Committee, at its discretion, may grant Code Section
162(m) Performance Share Awards based upon pre-established, objective
performance goals that are intended to satisfy the performance-based
compensation requirements of Code Section 162(m) and the regulations promulgated
thereunder. Further, at the discretion of the Committee, a Performance Share
Award also may be subject to goals and restrictions in addition to the
performance requirements.

                  (b) Each Code Section 162(m) Performance Share Award shall be
based upon the attainment of specified levels of Corporation or Subsidiary
performance during a specified performance period, as measured by any or all of
the following: earnings (as measured by net income, net income per share,
operating income, operating income per share, or earnings before



                                       10
<PAGE>

interest, taxes, depreciation and amortization ["EBITDA"]), revenue growth,
market capitalization, and price per share.

                  (c) For each designated performance period, the Committee
shall (i) select those Employees who shall be eligible to receive a Code Section
162(m) Performance Share Award, (ii) determine the performance period, which may
be a one to five fiscal year period, (iii) determine the target levels of
Corporation or Subsidiary performance, and (iv) determine the Performance Share
Award to be paid to each selected Employee. The Committee shall make the
foregoing determinations prior to the commencement of services to which a
Performance Share Award relates (or within the permissible time-period
established under Code Section 162(m)) and while the outcome of the performance
goals and targets is uncertain.

                  (d) For each performance period, the Committee shall certify,
in writing: (i) if the Corporation has attained the performance targets; and
(ii) the cash or number of shares (or combination thereof) pursuant to the
Performance Share Award that shall be paid to each selected Employee (or the
number of shares that are to become freely transferable, if a Performance Share
Award is granted subject to attainment of the designated performance goals). The
Committee, may not waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Performance Share
Award.

                  (e) Code Section 162(m) Performance Share Awards may be
granted in two different forms, at the discretion of the Committee. Under one
form, the Employee shall receive a Performance Share Award that consists of a
legended certificate of Common Stock, restricted from transfer prior to the
satisfaction of the designated performance goals and restrictions, as determined
by the Committee and specified in the Employee's Performance Share Agreement.
Prior to satisfaction of the performance goals and restrictions, the Employee
shall be entitled to vote the Performance Shares. Further, any dividends paid on
such shares during the performance/restriction period automatically shall be
reinvested on behalf of the Employee in additional Performance Shares under the
Plan, and such additional shares shall be subject to the same performance goals
and restrictions as the other shares under the Performance Share Award. No
shares under a Performance Share Award shall become transferable until the
Committee certifies in writing that the performance goals and restrictions have
been satisfied.

                  (f) Under the second form, the Employee shall receive a
Performance Share Agreement from the Committee that specifies the performance
goals and restrictions that must be satisfied before the Company shall issue the
payment, which may be cash, a designated number of shares of Common Stock or a
combination of the two. Any certificate for shares under such form of
Performance Share Award shall be issued only after the Committee certifies in
writing that the performance goals and restrictions have been satisfied.

                  (g) No Employee, in any one fiscal year of the Company, shall
be granted a Performance Share Award to receive more than ________ shares of
Common Stock.

                  (h) In addition to any legends placed on certificates pursuant
to Section 5.3(e), each certificate representing shares under a Performance
Share Award shall bear the following legend:



                                       11
<PAGE>

                  The sale or other transfer of the shares of stock represented
         by this certificate, whether voluntary, involuntary or by operation of
         law, is subject to certain restrictions on transfer set forth in the
         Asset Acceptance Capital Corp. 2004 Stock Incentive Plan ("Plan"),
         rules and administrative guidelines adopted pursuant to such Plan and a
         Performance Share Agreement dated     . A copy of the Plan, such rules
         and such Performance Share Agreement may be obtained from the Secretary
         of Asset Acceptance Capital Corp.

                  (i) Except as otherwise provided in this Article V or Section
9.4 of the Plan, and subject to applicable federal and state securities laws,
shares covered by each Performance Share Award made under the Plan may not be
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
applicable performance targets and other restrictions are satisfied, as shall be
certified in writing by the Committee. At such time, shares covered by the
Performance Share Award shall become freely transferable by the Employee. Once
the shares are released from the restrictions, the Employee shall be entitled to
have the legend required by Section 5.3(h) removed from the applicable Common
Stock certificate.

                           VI. ANNUAL INCENTIVE AWARDS

         6.1 GRANT OF ANNUAL INCENTIVE AWARDS.

                  (a) The Committee, at its discretion, may grant Annual
Incentive Awards to such Participants as it may designate from time to time. The
terms of a Participant's Annual Incentive Award shall be set forth in his
individual Annual Incentive Award Agreement. Each Agreement shall specify such
general terms and conditions as the Committee shall determine, as well as the
Participant's pre-established, objective performance goals, including those that
are intended to satisfy the performance-based compensation requirements of Code
Section 162(m) and the regulations promulgated thereunder, to the extent
applicable.

                  (b) The determination of Annual Incentive Awards for a given
year shall be based upon the attainment of specified levels of Corporation or
Subsidiary performance as measured by such performance criteria as are
determined at the discretion of the Committee, including any or all of the
following: earnings (as measured by net income, net income per share, operating
income, operating income per share, or earnings before interest, taxes,
depreciation and amortization ["EBITDA"]), revenue growth, market
capitalization, and price per share.

                  (c) For each fiscal year of the Corporation, the Committee
shall (i) select those Participants who shall be eligible to receive an Annual
Incentive Award, (ii) determine the performance period, which may be a one to
five fiscal year period, (iii) determine target levels of Corporation
performance, and (iv) determine the level of Annual Incentive Award to be paid
to each selected Participant upon the achievement of each performance level as
provided below. The Committee shall generally make the foregoing determinations
prior to the commencement of services to which an Annual Incentive Award relates
(or within the permissible time-period established under Code Section 162(m), to
the extent applicable) and while the outcome of the performance goals and
targets is uncertain.



                                       12
<PAGE>

         6.2 ATTAINMENT OF PERFORMANCE TARGETS.

                  (a) For each fiscal year, the Committee shall certify, in
writing: (i) the degree to which the Corporation has attained the performance
targets, and (ii) the amount of the Annual Incentive Award to be paid to each
selected Participant.

                  (b) Notwithstanding anything to the contrary herein, the
Committee may, in its discretion, reduce any Annual Incentive Award based on
such factors as may be determined by the Committee, including, without
limitation, a determination by the Committee that such a reduction is
appropriate: (i) in light of pay practices of competitors; or (ii) in light of
the Corporation's, a subsidiary's, or a selected Employee's performance relative
to competitors and/or performance with respect to the Corporation's strategic
business goals.

         6.3 PAYMENT OF ANNUAL INCENTIVE AWARDS. An Annual Incentive Award shall
be paid only if (i) the Corporation achieves at least the threshold performance
level; and (ii) the Committee makes the certification described in Section 6.2.

         6.4 ANNUAL INCENTIVE AWARD PAYMENT FORMS.

                  (a) Annual Incentive Awards shall be paid in cash and/or
shares of Common Stock of the Corporation, at the discretion of the Committee.
Payments shall be made within 30 days following (i) a certification by the
Committee that the performance targets were attained, and (ii) a determination
by the Committee that the amount of an Annual Incentive Award shall not be
decreased in accordance with Section 6.2. The aggregate maximum Annual Incentive
Award that may be earned by any Participant on behalf of any one fiscal year
(calculated as of the last day of the fiscal year for which the Annual Incentive
Award is earned) may not exceed the lesser of _____ (___) times the
Participant's base salary for the fiscal year or $____________.

                  (b) The amount of an Annual Incentive Award to be paid upon
the attainment of each targeted level of performance shall equal a percentage of
each Participant's base salary for the fiscal year or a fixed dollar amount, as
determined by the Committee.


                   VII. TERMINATION OF EMPLOYMENT OR SERVICES

         7.1. OPTIONS AND STOCK APPRECIATION RIGHTS.

                  (a) If, prior to the date that an Option or Stock Appreciation
Right first becomes Vested, a Participant terminates employment or services for
any reason (other than as provided in Section 8.2, after a Change in Control),
the Participant's right to exercise the Option or Stock Appreciation Right shall
terminate and all rights thereunder shall cease.

                  (b) If, on or after the date that an Option or Stock
Appreciation Right first becomes Vested, a Participant terminates employment or
services for any reason other than death or Disability, the Participant shall
have the right, within the earlier of (i) the expiration of the Option or Stock
Appreciation Right, and (ii) three months after termination of
employment/services, to exercise the Option or Stock Appreciation Right to the
extent that it was



                                       13
<PAGE>

exercisable and unexercised on the date of the Participant's termination of
employment or services, subject to any other limitation on the exercise of the
Option or Stock Appreciation Right in effect on the date of exercise. The
Committee may designate in a Participant's Agreement that an Option or Stock
Appreciation Right shall terminate at an earlier or later time than set forth
above.

                  (c) If, on or after the date that an Option or Stock
Appreciation Right first becomes Vested, a Participant terminates employment or
services due to death while an Option or Stock Appreciation Right is still
exercisable, the person or persons to whom the Option or Stock Appreciation
Right shall have been transferred by will or by the laws of descent and
distribution, shall have the right within the exercise period specified in the
Participant's Agreement to exercise the Option or Stock Appreciation Right to
the extent that it was exercisable and unexercised on the Participant's date of
death, subject to any other limitation on exercise in effect on the date of
exercise; provided, however, that the beneficial tax treatment of an Incentive
Stock Option may be forfeited if the Option is exercised more than one year
after a Participant's date of death.

                  (d) If, on or after the date that an Option or Stock
Appreciation Right first becomes Vested, a Participant terminates employment or
services due to Disability, the Participant shall have the right, within the
exercise period specified in the Participant's Agreement to exercise the Option
or Stock Appreciation Right to the extent that it was exercisable and
unexercised on the date of the Participant's termination of employment or
services, subject to any other limitation on the exercise of the Option or Stock
Appreciation Right in effect on the date of exercise. If the Participant dies
after termination of employment/services while the Option or Stock Appreciation
Right is still exercisable, the Option or Stock Appreciation Right shall be
exercisable in accordance with the terms of paragraph (c) above.

                  (e) The Committee, at the time of a Participant's termination
of employment or services, may accelerate a Participant's right to exercise an
Option or extend the exercise period of an Option or Stock Appreciation Right
(but in no event past the tenth anniversary of the Grant Date of such Option);
provided, however that the extension of the exercise period for an Incentive
Stock Option may cause such Option to forfeit its preferential tax treatment.

                  (f) Shares subject to Options and Stock Appreciation Rights
that are not exercised in accordance with the provisions of (a) through (e)
above shall expire and be forfeited by the Participant as of their expiration
date and shall become available for new grants and awards under the Plan as of
such date.

         7.2 RESTRICTED STOCK GRANTS AND UNITS. If a Participant terminates
employment or services for any reason (other than as provided in Section 8.2,
after a Change in Control), the Participant's rights to shares of Common Stock
subject to a Restricted Stock grant or Restricted Stock Unit that are still
subject to the Restriction Period automatically shall terminate and be forfeited
by the Participant and, subject to Section 1.6, shall be available for new
grants and awards under the Plan as of such termination date; provided, however,
that the Committee, in its sole discretion, may waive or change the remaining
restrictions or add additional restrictions with respect to any Restricted Stock
grant or Restricted Stock Unit that would otherwise be



                                       14
<PAGE>

forfeited, as it deems appropriate. Notwithstanding the foregoing, the Committee
shall not waive any restrictions on a Code Section 162(m) Restricted Stock Award
or Restricted Stock Unit, but the Committee may include a provision in an
Employee's Code Section 162(m) Restricted Stock or Restricted Stock Unit
Agreement stating that upon the Employee's termination of employment due to (i)
death, (ii) Disability, or (iii) involuntary termination by the Company without
cause (as defined in such agreement) prior to the attainment of the associated
performance goals and the termination of the Restriction Period, that the
performance goals and restrictions shall be deemed to have been satisfied on a
pro rata basis, so that the number of shares that become freely transferable
shall be based on the Employee's full number of months of employment during the
Restriction Period, and the Employee shall forfeit the remaining shares and his
rights to such forfeited shares shall terminate in full.

         7.3 PERFORMANCE SHARES. Performance Share Awards shall expire and be
forfeited by a Participant upon the Participant's termination of employment or
services for any reason (other than as provided in Section 8.2, after a Change
in Control), and such shares shall be available for new grants and awards under
the Plan as of such termination date; provided, however, that the Committee, in
its discretion, may waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Performance Share
Award. Notwithstanding the foregoing, the Committee shall not waive any
restrictions on a Code Section 162(m) Performance Share Award, but the Committee
may include a provision in an Employee's Code Section 162(m) Performance Share
Agreement stating that upon the Employee's termination of employment due to (i)
death, (ii) Disability, or (iii) involuntary termination by the Company without
cause (as defined in such agreement) prior to the attainment of the associated
performance goals and restrictions, that the performance goals and restrictions
shall be deemed to have been satisfied on a pro rata basis, so that the number
of shares that become freely transferable shall be based on the Employee's full
number of months of employment during the employment period, and the Employee
shall forfeit the remaining shares and his rights to such forfeited shares shall
terminate in full.

         7.4 ANNUAL INCENTIVE AWARDS.

                  (a) A Participant who has been granted an Annual Incentive
Award and terminates employment or services due to Retirement, Disability or
death prior to the end of the Corporation's fiscal year shall be entitled to a
prorated payment of the Annual Incentive Award, based on the number of full
months during the fiscal year in which the Participant was employed or provided
services. Any such prorated Annual Incentive Award shall be paid at the same
time as regular Annual Incentive Awards or, in the event of the Participant's
death, to the beneficiary designated by the Participant.

                  (b) Except as otherwise determined by the Committee in its
discretion, a Participant who has been granted an Annual Incentive Award and
resigns or is terminated for any reason (other than Retirement, Disability or
death), before the end of the Corporation's fiscal year for which the Annual
Incentive Award is to be paid, shall forfeit the right to an Annual Incentive
Award payment for that fiscal year.

         7.5 OTHER PROVISIONS. The transfer of an Employee from one corporation
to another among the Corporation and any of its Subsidiaries, or a leave of
absence under the leave policy



                                       15
<PAGE>

of the Corporation or any of its Subsidiaries shall not be a termination of
employment for purposes of the Plan, unless a provision to the contrary is
expressly stated by the Committee in a Participant's Agreement issued under the
Plan.

                     VIII. ADJUSTMENTS AND CHANGE IN CONTROL

         8.1 ADJUSTMENTS.

                  (a) The total amount of Common Stock for which Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share
Awards and Annual Incentive Awards may be issued under the Plan, and the number
of shares subject to any such grants or awards (both as to the number of shares
of Common Stock and the Option price), shall be adjusted pro rata for any
increase or decrease in the number of outstanding shares of Common Stock
resulting from payment of a stock dividend on Common Stock, a subdivision or
combination of shares of Common Stock, or a reclassification of Common Stock.
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.

                  (b) In the event of a proposed dissolution or liquidation of
the Corporation, the Committee shall notify each Participant as soon as
practicable prior to the effective date of such proposed transaction. The
Committee in its discretion may provide for a Participant to have the right to
exercise his or her Option, Stock Appreciation Right, Restricted Stock grant,
Restricted Stock Units, Performance Share Award or Annual Incentive Award in
full until ten (10) days prior to such transaction as to all of the shares of
Common Stock covered thereby, including shares as to which the Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award would not otherwise be exercisable. In
addition, the Committee may provide that any re-purchase option of the
Corporation applicable to the shares purchased upon exercise of an Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award shall lapse as to all such shares,
provided that the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option, Stock Appreciation Right, Restricted Stock grant,
Restricted Stock Units, Performance Share Award or Annual Incentive Award shall
terminate immediately prior to the consummation of the proposed dissolution or
liquidation.

                  (c) In the event of a merger of the Corporation with or into
another corporation, the sale of substantially all of the assets of the
Corporation, or the reorganization or consolidation of the Corporation, it is
intended that each outstanding Option, Stock Appreciation Right, Restricted
Stock grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award shall be assumed or an equivalent option or right substituted by the
successor corporation or the parent or a subsidiary of the successor
corporation. In the event that such successor corporation (or the parent or a
subsidiary thereof) refuses to assume or substitute for the Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award, the Participant shall fully vest in and
have the right to exercise the Option, Stock Appreciation Right, Restricted
Stock grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award in full, including




                                       16
<PAGE>

shares which would not otherwise be vested or exercisable. If an Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Committee shall notify the Participant in writing or electronically that the
Option, Stock Appreciation Right, Restricted Stock grant, Restricted Stock
Units, Performance Share Award or Annual Incentive Award shall be fully vested
and exercisable for a period of fifteen (15) days from the date of such notice,
and the Option, Stock Appreciation Right, Restricted Stock grant, Restricted
Stock Units, Performance Share Award or Annual Incentive Award shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option, Stock Appreciation Right, Restricted Stock grant, Restricted Stock
Units, Performance Share Award or Annual Incentive Award shall be considered
assumed if, following the merger, sale of assets, reorganization or
consolidation, the option or right confers the right to purchase or receive, for
each share covered by the Participant's Option, Stock Appreciation Right,
Restricted Stock grant, Restricted Stock Units, Performance Share Award or
Annual Incentive Award, immediately prior to such transaction, the consideration
(whether stock, cash, or other securities or property) received in the merger,
sale of assets, reorganization or consolidation by holders of Common Stock for
each share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the merger, sale of assets, reorganization or
consolidation is not solely common stock of the successor corporation (or the
parent or a subsidiary thereof), the Committee may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, Stock Appreciation Right, Restricted Stock grant,
Restricted Stock Units, Performance Share Award or Annual Incentive Award, for
each share of Stock subject to the Option, Stock Appreciation Right, Restricted
Stock grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award to be solely Common Stock of the successor corporation (or the parent or a
subsidiary thereof) equal in Fair Market Value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.

                  (d) The foregoing adjustments shall be made by the Committee.
Any such adjustment may provide for the elimination of any fractional share
which might otherwise become subject to an Option, Stock Appreciation Right,
Restricted Stock grant, Restricted Stock Units, Performance Share Award or
Annual Incentive Award.

         8.2 CHANGE IN CONTROL. The Committee in its discretion may provide in a
Participant's Agreement, notwithstanding anything contained herein to the
contrary, that in the event of a Participant's Change in Position subsequent to
a Change in Control, any or all of the following will occur: (i) any outstanding
Option or Stock Appreciation Right granted to such Participant hereunder
immediately shall become fully Vested and exercisable in full, regardless of any
installment provision applicable to such Option or Stock Appreciation Right;
(ii) the remaining Restriction Period on any shares of Common Stock subject to a
Restricted Stock grant or Restricted Stock Unit hereunder immediately shall
lapse and the shares shall become fully transferable, subject to any applicable
federal or state securities laws; (iii) all performance goals and conditions
shall be deemed to have been satisfied and all restrictions shall lapse on any
outstanding Performance Share Awards granted to such Participant hereunder, and
such Awards shall become payable in full; and (iv) for purposes of any Annual
Incentive Awards granted to



                                       17
<PAGE>

such Participant hereunder, the determination of whether the performance targets
have been achieved shall be made as of the date of the Change in Control and
payments due should become immediately payable.

                                IX. MISCELLANEOUS

         9.1 PARTIAL EXERCISE/FRACTIONAL SHARES. The Committee may permit, and
shall establish procedures for, the partial exercise of Options and Stock
Appreciation Rights granted under the Plan. No fractional shares shall be issued
in connection with the exercise of a Stock Appreciation Right or payment of a
Performance Share Award or Annual Incentive Award; instead, the Fair Market
Value of the fractional shares shall be paid in cash, or at the discretion of
the Committee, the number of shares shall be rounded down to the nearest whole
number of shares and any fractional shares shall be disregarded.

         9.2 RULE 16B-3 REQUIREMENTS. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on the exercise of an Option or
Stock Appreciation Right (including, without limitation, the right of the
Committee to limit the time of exercise to specified periods), or the grant of
Restricted Stock or Restricted Stock Unit or the payment of a Performance Share
Award or Annual Incentive Award, as may be required to satisfy the requirements
of Rule 16b-3 of the Exchange Act.

         9.3 RIGHTS PRIOR TO ISSUANCE OF SHARES. No Participant shall have any
rights as a shareholder with respect to shares covered by an Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award until the issuance of a stock certificate
for such shares. No adjustment shall be made for dividends or other rights with
respect to such shares for which the record date is prior to the date the
certificate is issued.

         9.4 NON-ASSIGNABILITY. Except as otherwise determined by the Committee
in its discretion, the following restrictions on assignability of any award
under the Plan shall apply to all Participants: (i) no Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award shall be transferable by a Participant
except by will or the laws of descent and distribution; (ii) during the lifetime
of a Participant, an Option, Stock Appreciation Right, Restricted Stock grant,
or Restricted Stock Unit shall be exercised only by the Participant, except in
the event of the Participant's Disability, in which case the Participant's legal
guardian or the individual designated in the Participant's durable power of
attorney may exercise the Option, Stock Appreciation Right, Restricted Stock
grant, Restricted Stock Unit; and (iii) any transferee of the Option, Stock
Appreciation Right, Restricted Stock grant, Restricted Stock Unit, Performance
Share Award or Annual Incentive Award shall take the same subject to the terms
and conditions of this Plan. No transfer of an Option, Stock Appreciation Right,
Restricted Stock grant, Restricted Stock Units, Performance Share Award or
Annual Incentive Award by will or the laws of descent and distribution, or as
otherwise permitted by the Committee, shall be effective to bind the Corporation
unless the Corporation shall have been furnished with written notice thereof and
a copy of the will and/or such evidence as the Corporation may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of the Option, Stock



                                       18
<PAGE>

Appreciation Right, Restricted Stock grant, Restricted Stock Units, Performance
Share Award or Annual Incentive Award.

         9.5. SECURITIES LAWS.

                  (a) Anything to the contrary herein notwithstanding, the
Corporation's obligation to sell and deliver Common Stock pursuant to the
exercise of an Option or Stock Appreciation Right or deliver Common Stock
pursuant to a Restricted Stock grant, Restricted Stock Units, Performance Share
Award or Annual Incentive Award is subject to such compliance with federal and
state laws, rules and regulations applying to the authorization, issuance or
sale of securities as the Corporation deems necessary or advisable. The
Corporation shall not be required to sell and deliver or issue Common Stock
unless and until it receives satisfactory assurance that the issuance or
transfer of such shares shall not violate any of the provisions of the
Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and
regulations of the Securities Exchange Commission promulgated thereunder or
those of the Stock Exchange or any stock exchange on which the Common Stock may
be listed, the provisions of any state laws governing the sale of securities, or
that there has been compliance with the provisions of such acts, rules,
regulations and laws.

                  (b) The Committee may impose such restrictions on any shares
of Common Stock acquired pursuant to the exercise of an Option or Stock
Appreciation Right or the grant of Restricted Stock or Restricted Stock Units or
the payment of a Performance Share Award or Annual Incentive Award under the
Plan as it may deem advisable, including, without limitation, restrictions (i)
under applicable federal securities laws, (ii) under the requirements of the
Stock Exchange or any other securities exchange, recognized trading market or
quotation system upon which such shares of Common Stock are then listed or
traded, and (iii) under any blue sky or state securities laws applicable to such
shares. No shares shall be issued until counsel for the Corporation has
determined that the Corporation has complied with all requirements under
appropriate securities laws.

         9.6 WITHHOLDING TAXES.

                  (a) The Corporation shall have the right to withhold from a
Participant's compensation or require a Participant to remit sufficient funds to
satisfy applicable withholding for income and employment taxes upon the exercise
of an Option or Stock Appreciation Right or the lapse of the Restriction Period
on shares of Common Stock subject to a Restricted Stock grant or Restricted
Stock Unit or the payment of a Performance Share Award or Annual Incentive
Award. A Participant may make a written election to tender previously-acquired
shares of Common Stock or have shares of stock withheld from the exercise,
provided that the shares have an aggregate Fair Market Value sufficient to
satisfy in whole or in part the applicable withholding taxes. The cashless
exercise procedure of Section 2.4 may be utilized to satisfy the withholding
requirements related to the exercise of an Option. At no point shall the
Corporation withhold from the exercise of an Option more shares than are
necessary to meet the established tax withholding requirements of federal, state
and local obligations.

                  (b) A Participant subject to the insider trading restrictions
of Section 16(b) of the Exchange Act may use Common Stock to satisfy the
applicable withholding requirements



                                       19
<PAGE>

only if such disposition is approved in accordance with Rule 16b-3 of the
Exchange Act. Any election by a Participant to utilize Common Stock for
withholding purposes is further subject to the discretion of the Committee.

         9.7 TERMINATION AND AMENDMENT.

                  (a) The Board may terminate the Plan, or the granting of
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Share Awards or Annual Incentive Awards under the Plan, at any time.
No new grants or awards shall be made under the Plan after the tenth anniversary
of the adoption of this Plan by the Board, or approval by the shareholders,
whichever is earlier, as noted in Section 1.1.

                  (b) The Board may amend or modify the Plan at any time and
from time to time, but no amendment or modification, without the approval of the
shareholders of the Corporation, shall (i) materially increase the benefits
accruing to Participants under the Plan; (ii) increase the amount of Common
Stock for which grants and awards may be made under the Plan, except as
permitted under Sections 1.6 and 8.1; or (iii) change the provisions relating to
the eligibility of individuals to whom grants and awards may be made under the
Plan.

                  (c) No amendment, modification, or termination of the Plan
shall in any manner affect any Option, Stock Appreciation Right, Restricted
Stock grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award granted under the Plan without the consent of the Participant holding the
Option, Stock Appreciation Right, Restricted Stock grant, Restricted Stock
Units, Performance Share Award or Annual Incentive Award, except as set forth in
any Agreement relating to such Option, Stock Appreciation Right, Restricted
Stock grant, Restricted Stock Units, Performance Share Award or Annual Incentive
Award granted under the Plan.

         9.8 EFFECT ON EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Units, Performance Share Award or Annual Incentive Award pursuant to the
Plan shall be deemed to create any right in any individual to be retained or
continued in the employment, or as a non-employee director or consultant, of the
Corporation or a Subsidiary.

         9.9 USE OF PROCEEDS. The proceeds received from the sale of Common
Stock pursuant to the Plan will be used for general corporate purposes of the
Corporation.

         9.10 APPROVAL OF PLAN. Unless this Plan has been approved by the
shareholders of the Corporation within 12 months after adoption of the Plan by
the Board, as required by Section 422 of the Code, this Plan, and any grants or
awards made hereunder, shall be of no further force or effect.



         IN WITNESS WHEREOF, this 2004 Stock Incentive Plan has been executed on
behalf of the Corporation on the ____ day of_____________, 2004.



                                       20
<PAGE>

                                       ASSET ACCEPTANCE CAPITAL CORP.



                                       By:
                                          ------------------------------------
                                            Nathaniel F. Bradley IV,
                                            President and Chief Executive
                                            Officer






                                       21