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                                                                   Exhibit 10.28

          [LETTERHEAD OF JAYHAWK ACCEPTANCE CORPORATION APPEARS HERE]




December 2, 1996



Mr. David C. Carrithers
1923 Meed Meadows
St. Louis, Missouri 63026


Dear David:

It is with pleasure that we provide you this offer of employment with Jayhawk 
Acceptance Corporation to serve as Vice President of Sales and Marketing. I feel
that your acceptance today launches a new era for Jayhawk. The synergy resulting
from your participation on the senior management team suggests dynamic results 
-- mutually rewarding for all of us, and for the business.

Your 12-month base salary will be $130,000, and is payable on the 15th and the 
last working day of each month. In addition to your base salary, you can earn a 
bonus based on Company and individual performance. Bonus awards will be made 
annually, beginning shortly after the completion of 1997. For the year ending 
December 31, 1997, your earned bonus would be a minimum of $45,000, of which 
$15,000 will be paid by June 30, 1997. Your minimum earned bonus for 1998 will 
be $30,0000./1/

On the date your employment commences, Jayhawk will grant you a seven year 
option to purchase 25,000 shares of Jayhawk Acceptance Corporation common stock 
under the Company's Employee Stock Option Plan. These options will be granted at
the closing sale price of the stock on the grant date, as determined under the
plan -vesting at a rate of 25% per year from your date of employment.

Jayhawk will also provide a relocation package/2/ of $30,000 for your move to 
the Dallas area.  This package will cover house hunting trips, temporary housing
and movement of household goods. The sum will be "grossed up," in order to avoid
the payment of taxes on your part.

This letter is not an agreement to employ you for any particular period of time.
However, if, during the first year of your employment, your employment is
terminated by Jayhawk for any reason, other than cause,/3/ or if you are asked
to take a reduction in wages, or your position is eliminated or significantly
downgraded, you will receive 12 months' base salary. Furthermore, during the
first 12 months of your employment by Jayhawk, if Jayhawk experiences a "change
of control"/4/ which results in a material change to your job function, you will
receive 12 months of your then current base salary. Should your employment be
terminated as described

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[LOGO OF JAYHAWK APPEARS HERE]

Mr. David C. Carrithers
December 2, 1996
Page 2


above, the Company would maintain, upon the same terms offered to its employees,
your health and welfare benefits for the same period as it is obligated to pay 
your base salary. Should your employment be terminated as a result of a "change 
of control" of the Company, all unvested stock options will vest immediately, in
accordance with the terms of the Plans. In the event you are terminated for any 
reason other than as a result of a "change in control," all options would be 
treated in accordance with the terms of the stock plan under which they were
granted.

Kindly return a signed copy of this letter, using the enclosed Federal Express 
package.

I am excited and happy about the successful future that your appointment 
suggests for all of us. Mike Smartt joins me and the management team of Jayhawk 
in welcoming you.

Sincerely, 


/s/ Richard B. Hoffmann

Richard B. Hoffmann
President 

/lb   

                                              Accepted By: /s/ David Carrithers
                                                          ----------------------

                                              Date: Dec. 4, 1996
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                            Offer Letter Footnotes

1.   1998 minimum assumes that the Company hasn't adopted a formal incentive 
     program to supersede it.

2.   This sum to be refunded by you to the Company, should you leave Jayhawk's
     employ voluntarily, prior to your one year employment anniversary.

3.   Termination for "cause" shall mean the Company's termination of your
     employment due to: (i) consistent and material violation of the Company's
     policies or procedures; (ii) material violation of any material law, rule
     or regulation; (iii) conduct involving moral turpitude or adverse to the
     public image of the Company; (iv) action in the aid of a competitor, vendor
     or supplier of the Company to the disadvantage of the Company; (v) material
     misrepresentation or false statements on any document provided to the
     Company in connection with your hiring or the commencement of your
     employment with the Company; (vi) misappropriation of funds or assets of
     the Company; (vii) willful refusal to perform your duties or to comply with
     the Company's direction or instructions.

4.   A "change of control" will be deemed to occur if (i) the "beneficial
     ownership" (as defined in Rule 13d-3 under the Exchange Act), of securities
     representing more than 25% of the combined voting power of the Company is
     acquired by a "person" as defined in Sections 13(d) and 14(d) of the
     Exchange Act (other than the Company, any trustee or other fiduciary
     holding securities under an employee benefit plan of the Company, any
     corporation owned, directly, by the stockholders of the Company in
     substantially the same proportions as their ownership of stock of the
     Company, or any person who is the beneficial owner of 25% or more of the
     combined voting power of the Company as of the effective date of the Stock
     Option Plan), (ii) the stockholders of the Company approve a definitive
     agreement to merge or consolidate the company with or into another
     corporation or to sell or otherwise dispose of all or substantially all of
     its assets, or adopt a plan of liquidation, or (iii) during any period of
     two consecutive years, individuals who at the beginning of such period were
     members of the Board of Directors of the Company cease for any reason to
     constitute at least a majority thereof (unless the election, or the
     nomination for election by the company's stockholders, of each new director
     was approved by a vote of at least two-thirds of the directors then still
     in office who were directors at the beginning of such period).