Exhibit 4.9

                  AMENDED AND RESTATED SENIOR LENDING AGREEMENT


                           DATED AS OF October 1, 2003


      This Amended and Restated Senior Lending  Agreement  ("Agreement") is made
as of this 1st day of  October,  2003  (the  "Effective  Date")  by and  between
Pioneer Financial Services,  Inc., a Missouri corporation  (hereinafter referred
to as "Pioneer"),  UMB Bank, N.A., a national banking  association  (hereinafter
referred to as "UMB"), Arvest Bank, an Oklahoma banking corporation (hereinafter
referred  to as  "Arvest"),  Union  Bank of  California,  a  California  banking
corporation  (hereinafter  referred to as  "Union"),  Comerica  Bank, a Michigan
banking  corporation  (hereinafter  referred to as  "Comerica"),  First Bank,  a
Missouri banking corporation  (hereinafter referred to as "FBM"), First National
Bank of Kansas,  a national  banking  association  (hereinafter  referred  to as
"FNBK"),  Bank of Oklahoma,  N.A., a national banking  association  (hereinafter
referred to as "BOK"),  LaSalle  National Bank, a national  banking  association
(hereinafter  referred  to as  "LaSalle"),  Bank  One,  NA, a  national  banking
association  (hereinafter  referred to as "Bank One") and Southwest  Bank of St.
Louis, a Missouri banking association  (hereinafter referred to as "Southwest"),
all of UMB, Arvest,  Union,  FBM,  Comerica,  FNBK, BOK,  LaSalle,  Bank One and
Southwest being hereinafter referred to collectively as the "Banks".

      WHEREAS,  Pioneer and certain of the Banks  entered into a Senior  Lending
Agreement  originally  dated as of June 9, 1993,  as amended and  restated as of
March 1, 1996, and as further  amended as of January 26, 1998 and March 31, 2000
(hereinafter referred to as the "Senior Lending Agreement"); and

      WHEREAS, Pioneer and each of the Banks desire to further amend and restate
such Senior Lending  Agreement by the execution and delivery of this  Agreement;
and

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      WHEREAS,   Pioneer  is  willing  to  confirm  that  all  notes,  documents
evidencing or confirming the grant of liens and security interests and all other
related  documents  executed  pursuant  to the Senior  Lending  Agreement  as so
amended through March 31, 2000,  except as otherwise  expressly  amended by this
Agreement, shall remain in full force and effect; and

      WHEREAS,  Pioneer  and the  Banks  desire  that all  existing  and  future
extensions  of credit by any of the Banks to Pioneer be subject to the terms and
conditions of this Agreement.

      NOW,  THEREFORE,  in consideration of the mutual agreements of the parties
hereto and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

                                 I. DEFINITIONS

      When used in this  Agreement,  the following  words,  terms or names shall
have the  meanings  set forth in this  section:

     1. "Agent Bank" shall mean UMB Bank, N.A.,  Kansas City,  Missouri,  unless
changed pursuant to the terms hereof.

     2. "Amortizing  Note" shall mean any note in the form of Exhibit B attached
hereto.

     3. "Arvest" shall mean Arvest Bank, Oklahoma City, Oklahoma.

     4.  "Assignment  of Note  Payments  and  Security  Agreement"  shall be the
document in the form attached hereto as Exhibit J.

     5. "Bank One" shall mean Bank One, NA,  Oklahoma City,  Oklahoma  (formerly
Bank One Oklahoma, N.A.).

     6.  "Banks"  shall mean UMB,  Arvest,  FBM,  BOK,  Comerica,  Union,  FNBK,
LaSalle, Bank One and Southwest, and "Bank" may refer to any of the foregoing.

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     7. "BOK" shall mean Bank of Oklahoma, N.A., Oklahoma City, Oklahoma.

     8.  "Business  Day"  means  any day on  which  the  Agent  Bank is open for
business.

     9. "Change of Control"  shall mean any date after which neither  William D.
Sullivan nor Thomas H. Holcom, Jr. serve (for any reason other than his death or
disability) as Chief Executive Officer,  President,  Chairman of the Board, or a
similar  position  that  constitutes  the highest  ranking  officer  position of
Pioneer or any successor thereto.

     10. "Comerica" shall mean Comerica Bank, Auburn Hills, Michigan.

     11.  "Compliance  Certificate"  shall  mean each  certificate  executed  by
Pioneer in the form of Exhibit G attached hereto.

     12.  "Consolidated"  shall,  with respect to financial  terms and financial
statements, have the meaning as used in generally accepted accounting principles
in the  United  States  of  America  in effect  from time to time,  consistently
applied.

     13. "Credit Facility Letter" shall mean each letter submitted to Pioneer by
any of the  Banks in the form of  Exhibit  F  attached  hereto.

     14. "Event of Default" shall mean any of the  following:

          (a)  Pioneer  fails to make any  payment of Senior Debt when due after
     written demand therefor following the expiration of the notification period
     set forth in Section X2(a).

          (b) Pioneer fails or refuses,  in the event of the  declaration by any
     Bank of  nonperformance  of Pioneer due to the  occurrence of a Performance
     Event,  to deliver to the Agent  Bank as  required  by the terms of Section
     V(3) hereof within three (3) Business Days of receipt of a notice declaring
     nonperformance,  all stock certificates evidencing all shares


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     of the issued and  outstanding  capital  stock of each of its  Subsidiaries
     listed on Exhibit D attached  hereto  with stock  powers  attached  thereto
     endorsed in blank;

          (c) Any material representation or warranty made by Pioneer in Section
     II of this  Agreement  being untrue in any  material  respect now or at any
     time  hereafter;  or any  material  schedule,  statement,  report,  notice,
     information  or writing  furnished  by Pioneer to the Banks being untrue or
     misleading  in any  material  respect  as of the date the  facts  set forth
     therein are stated or certified;

          (d) A  material  breach by  Pioneer  of any  covenant,  obligation  or
     requirement contained in Section VIII of this Agreement,  except Paragraphs
     4, 5, 6 and 7 of Section VIII or any covenant,  obligation  or  requirement
     contained  in Section IX of this  Agreement  and  failure of Pioneer  after
     receipt from the Banks of written  notice  pursuant to Section X2(a) hereof
     specifying  the  same,  to  perform  any  such   covenant,   obligation  or
     requirement;

          (e) Any  failure  to make  payment  when  due,  or  other  default  or
     justifiable  demand  by  a  creditor  other  than  any  of  the  Banks  for
     accelerated  payment by Pioneer under the terms of any debenture,  contract
     or  agreement  for  borrowed  money in any amount  greater than One Million
     Dollars  ($1,000,000)  in the aggregate,  if such payment is not made, such
     default is not cured or such demand is not  rescinded  within the latest of
     ten (10)  Business  Days of  receipt  of notice  thereof  by Pioneer or the
     expiration  of  any  applicable  cure  or  other  grace  period  under  the
     applicable debenture, contract or agreement;

          (f) Pioneer  shall admit in writing its  inability to pay its debts as
     they mature; or Pioneer shall make a general  assignment for the benefit of
     its  creditors,  or Pioneer  consents to,  applies for or acquiesces in the
     appointment of a trustee or receiver for it or for

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     substantially  all of its  property;  or Pioneer  shall suffer  proceedings
     under any law relating to bankruptcy,  insolvency or  reorganization or the
     release of debtors to be instituted by or against it, and if contested, not
     dismissed or stayed  within  ninety (90)  calendar  days;  or Pioneer shall
     suffer any writ of  attachment  or execution  or any similar  process to be
     issued or levied against any material  portion of its property which is not
     released,  stayed, bonded or vacated within thirty (30) calendar days after
     its issue or levy;

          (g) One or more final  judgments or judicial orders for the payment of
     money in excess of an aggregate of Five Hundred Thousand Dollars ($500,000)
     shall be  rendered  against  Pioneer  and said  judgments  or orders  shall
     continue  unsatisfied  and  be  in  effect  for a  period  of  thirty  (30)
     consecutive calendar days unless adequate insurance coverage exists for any
     such  judgments  or  orders,  an  appeal  bond in the  amount  of any  such
     judgments or orders has been  issued,  or Pioneer has  adequately  reserved
     cash or other  liquid  assets  for the  payment of any such  judgments  and
     orders; and

          (h) The  occurrence of any Change of Control of Pioneer  subsequent to
     the execution of this Agreement  unless such Change of Control is waived as
     an Event of  Default by the  Required  Banks  which have loans  outstanding
     hereunder to Pioneer at the time such Change of Control occurs.

     15. "FBM" shall mean First Bank, Clayton, Missouri.

     16.  "FNBK" shall mean the First  National Bank of Kansas,  Overland  Park,
Kansas.

     17. "LaSalle" shall mean LaSalle National Bank, Chicago, Illinois.

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     18. "Net Receivables"  shall mean (i) all receivables due from customers of
all  Subsidiaries  of Pioneer except Pioneer  Military  Insurance as a result of
direct cash loans,  purchased  retail notes and real estate and home improvement
loans less (ii) all deferred income.

     19.  "Performance  Event"  shall  mean  the  failure  of  Pioneer  to be in
compliance  with any of the  covenants  set forth in Paragraphs 4, 5, 6 and 7 of
Section VIII hereof,  such  compliance  to be  determined by the Banks as of the
last  Business Day of each March,  June,  September and December by reference to
Compliance  Certificates  delivered to the Banks by Pioneer  pursuant to Section
VIII (8) hereof.

     20.  "Pioneer"  shall mean  Pioneer  Financial  Services,  Inc., a Missouri
corporation.

     21. "Pioneer's  Knowledge" and other words and phrases of like import shall
mean the actual state of  knowledge  of the  Designated  Persons  regarding  the
matters  referred  to, in each case  without  having  conducted  an  independent
inquiry  into such matter and without  any  obligation  to have done so. As used
herein, the term "Designated Persons" shall refer to William D. Sullivan, Thomas
H.  Holcom,  Jr. and  Randall J.  Opliger,  who are all  authorized  officers of
Pioneer.  No  Designated  Person  acting in good faith  shall have any  personal
liability  arising out of any  representation or warranty made in or pursuant to
this Agreement.

     22. "Quarterly Certificate" shall mean the certificate in the form attached
hereto as Exhibit H.

     23.  "Required  Banks" means those Banks which at the time of any action to
be taken are parties to this  Agreement  and which hold at least  sixty-six  and
two-thirds  percent (66-2/3%) of the outstanding  principal amount of all Senior
Debt of Pioneer  except  Senior Debt listed on Exhibit K and except  Senior Debt
payable to Pioneer Financial Industries, Inc.


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     24.  "Revolving  Grid  Note"  shall  mean any note in the form of Exhibit A
attached hereto.

     25. "Security  Agreement" shall be the document in the form attached hereto
as Exhibit P.

     26. "Senior Debt" means any debt of Pioneer which is not Subordinated  Debt
and is owed to any Bank or other lender which is a party hereto at the time such
debt is incurred and is evidenced by an Amortizing  Note, a Revolving Grid Note,
a Single Pay Term Note, or which is listed on Exhibit K attached hereto.  Senior
Debt shall also  include  unsecured  indebtedness  payable to Pioneer  Financial
Industries,  Inc. in an aggregate  outstanding principal amount not to exceed at
any time the greater of (i) Two Million Dollars ($2,000,000) or (ii) 2.5% of the
outstanding principal amount of Senior Debt.

     27.  "Single  Pay Term  Note"  shall mean any note in the form of Exhibit C
attached hereto.

     28.  "Southwest"  shall  mean  Southwest  Bank  of St.  Louis,  St.  Louis,
Missouri.

     29.  "Subordinated Debt" shall mean any unsecured debt of Pioneer,  payment
of which is subordinated to payment of all Senior Debt and which is evidenced by
a note generally in the form of Exhibit M attached hereto or other form approved
by the Banks or  generally in the form of Exhibit M to the Prior  Agreement  (as
hereinafter defined).

     30. "Subsidiary" shall mean each of the operating companies which are owned
by Pioneer and which are listed on Exhibit D attached  hereto and each operating
company  which  Pioneer  owns at any  time  hereafter  except  Pioneer  Military
Insurance Company.

     31.  "Subsidiary  Revolving  Grid Note" shall mean all notes in the form of
Exhibit E attached hereto.

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     32.  "Tangible  Net Worth"  shall mean (i) the sum of the book value of all
common stock, the liquidation value of all preferred stock, the principal amount
of all  Subordinated  Debt of every  class,  and the  amount  of all  loan  loss
reserves and all dealer loss  reserves,  less (ii) the  aggregate  amount of all
notes payable to  Subsidiaries  of Pioneer  except  Pioneer  Military  Insurance
Company which are  delinquent by recency of payment of ninety (90) calendar days
or more.  For  purposes  of this  Agreement,  a payment  on a note  payable to a
Subsidiary of Pioneer in an amount equal to at least  ninety-five  percent (95%)
of the amount of the payment  being made shall  constitute  full payment of such
payment.

     33. "Total Indebtedness" shall mean the sum of (i) all Senior Debt and (ii)
all Subordinated  Debt of every class.

     34. "Total  Required  Capital"  shall mean the sum of (i) the book value of
all common stock and (ii) the  liquidation  value of all preferred  stock,  less
(iii) the book value of all treasury  stock and (iv) the  outstanding  principal
amount of all notes payable to any Subsidiary of Pioneer except Pioneer Military
Insurance  Company  which are  delinquent  by recency of payment by two  hundred
seventy (270) calendar days or more.

     35. "UMB" shall mean UMB Bank, N.A., Kansas City, Missouri.

     36. "Union" shall mean Union Bank of California,  Los Angeles,  California.

                       II. REPRESENTATIONS AND WARRANTIES

      In order to induce  the Banks to enter  into this  Agreement  and  receive
requests for  extensions of credit  subject to this  Agreement,  Pioneer  hereby
represents,  warrants  and  confirms  to the  Banks  as  follows:


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     1. Corporate Existence and Authority.  Pioneer and each of its Subsidiaries
are  duly  incorporated  and are in  good  standing  under  the  laws  of  their
respective states of  incorporation;  have all necessary  permits,  licenses and
franchises to enable each of them to conduct their respective business;  and are
qualified to do business as a foreign  corporation in every  jurisdiction  where
the  ownership of their  respective  property or the nature of their  respective
business requires  qualification except where there would be no material adverse
effect if Pioneer or any of its Subsidiaries  were not so qualified.  Pioneer is
duly  authorized  by all required  corporate  action to execute and deliver this
Agreement,  to borrow  monies from the Banks and to execute  and  deliver  notes
evidencing  such  borrowings  in the form of  Exhibits  A, B and C  hereto.  The
execution,  delivery  and  performance  of  this  Agreement  and  of  any  notes
evidencing any  borrowings  from the Banks do not and will not conflict with (i)
any provision of law or any order of any court or government  agency  applicable
to  Pioneer to the  extent a  conflict  with any such law or order  would have a
material  adverse effect on Pioneer's  ability to perform its obligations  under
this  Agreement,  (ii) the  charter or bylaws of  Pioneer or (iii) any  material
agreement  binding upon it or upon its  properties and do not or will not result
in or require the  creation of any lien,  security  interest or other  charge or
encumbrance  upon or with respect to its  properties,  except as contemplated by
this Agreement.

     2.  Performance  of  Other  Agreements.  Pioneer  is  not a  party  to  any
indenture,  agreement,  lease  or other  instrument,  nor is it  subject  to any
charter or other corporate restriction which materially affects the operation of
its  business in any adverse  manner,  and to  Pioneer's  knowledge it is not in
default in the performance,  observance or fulfillment of any material  covenant
or obligation contained in any indenture,  agreement,  lease or other instrument
to which it is a party.

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     3. Tax  Liabilities.  Other  than tax  liabilities,  regardless  of whether
disputed, which have been adequately reserved for by Pioneer, no tax liabilities
have been asserted  against Pioneer by the Internal Revenue Service or any other
governmental  body, nor does Pioneer  believe that any tax  liabilities  will be
asserted  against it by the Internal  Revenue Service or any other  governmental
body which, if adversely  determined,  would have a materially adverse effect on
the condition of it, financial or otherwise.

     4.  Litigation.  To  Pioneer's  knowledge  there  is  no  action,  suit  or
proceeding  (i) in any  tribunal,  whether  at law or in  equity,  or (ii) by or
before any governmental  instrumentality  or other agency,  whether such action,
suit or  proceeding  be  pending  or  threatened  against  Pioneer or any of its
Subsidiaries or affecting it or any of its Subsidiaries, or any of its assets or
property which, if adversely determined,  would have a materially adverse effect
on its financial  condition or would otherwise  adversely  affect its ability to
perform its obligations under this Agreement.

     5. Liens and Encumbrances. None of the property of Pioneer or of any of its
Subsidiaries is subject to any lien or encumbrance  except in favor of the Banks
or, in the case of its  Subsidiaries,  in favor of  Pioneer as  assigned  to the
Agent Bank for the benefit of all of the Banks, and except for current taxes not
delinquent and involuntary  liens, if any, on tangible  personal  property which
have been adequately reserved for by Pioneer.

     6.  Records.  The books and records of Pioneer are located at its  business
offices, the current address of which is 4700 Belleview, Suite 300, Kansas City,
Missouri 64112.

     7. Enforceable Agreement.  This Agreement and all notes and other documents
referred to herein,  when executed and delivered to the Banks,  will  constitute
the valid and  legally  binding  obligations  of  Pioneer,  enforceable  against
Pioneer in accordance with the respective terms thereof,

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subject,   however,  to  the  provisions  of  all  laws  governing   bankruptcy,
insolvency,  moratorium or other similar laws  affecting the rights of creditors
generally or by the  unavailability  of specific  performance or other equitable
remedies.

     8. Debt Ranking.  Pioneer's  obligations under this Agreement and under all
notes  executed  by  Pioneer  in favor of the Banks,  whether  now or  hereafter
existing,  are superior in rank to all  Subordinated  Debt of Pioneer and to the
rights of all common and preferred shareholders.

     9.  Regulation  U. The  execution  and delivery of this  Agreement  and all
borrowings which may occur in connection herewith will not create a violation of
Regulation U of the Board of Governors of the Federal Reserve System.

     10. ERISA. To Pioneer's knowledge, no prohibited  transaction,  accumulated
funding  deficiency or reportable event has occurred with respect to any plan to
which it is a party  and which is  covered  by Title IV of ERISA  (the  Employee
Retirement  Income  Security Act of 1974, as amended).  The present value of all
benefits  vested under all such plans  maintained  by Pioneer did not, as of the
last  annual  valuation  date,  exceed the value of the assets of all such plans
allocable to such vested  benefits.  Neither Pioneer nor any of its Subsidiaries
participate in any multiemployer plans or, to the best knowledge of Pioneer, are
subject to any delinquent  liability under ERISA in respect to any multiemployer
plan or any other plan.

                           III. EXTENSIONS OF CREDIT

     1. Term.  Upon the Effective Date of October 1, 2003,  this Agreement shall
amend,  restate and replace the Amended and Restated  Senior  Lending  Agreement
among  Pioneer  and the Banks dated as of March 1, 1996,  as amended,  restated,
replaced  and modified to date (the "Prior  Agreement"),  and from and after the
Effective Date all references in any other instruments,

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documents or  agreements  related to the Prior  Agreement,  the "Senior  Lending
Agreement"  "thereunder,"  "thereof"  or words of like import  referring  to the
Prior  Agreement  shall mean and be a reference to this  Agreement.  The term of
this Agreement  shall commence on October 1, 2003 and shall terminate on October
1, 2005, unless otherwise  extended as provided herein.  Unless any of the Banks
gives written notice of its objection to the other Banks and to Pioneer prior to
June 30 of any calendar year, the term of this Agreement shall be  automatically
extended to October 1 of the year immediately succeeding the year this Agreement
would otherwise terminate. In the event of any such objection, the then-existing
term of this Agreement shall terminate on the last day thereof unless reaffirmed
in writing by all of the non-objecting  Banks and all Senior Debt payable to the
objecting Bank shall,  subject to Section III 6 hereof, be payable by Pioneer in
accordance with the stated maturity in the note or notes  evidencing such Senior
Debt.  Upon any such  termination all Senior Debt shall be payable by Pioneer in
accordance with the maturity stated in the note or notes  evidencing such Senior
Debt.  In the  event  all  Senior  Debt has not been  paid in full  prior to the
termination of this Agreement,  all terms and conditions  hereof except Sections
III and IV hereof shall remain in full force and effect until all Senior Debt is
paid in full; provided, however, that after the termination date and through the
date all  Senior  Debt is paid in full,  any of the  Banks  may,  in their  sole
discretion,  extend unsecured  Subordinated Debt and only unsecured Subordinated
Debt to Pioneer on such terms as any of the Banks may determine  and,  provided,
further,  that this sentence of this Section III shall also remain in full force
and effect.

     Pioneer shall have the right to terminate  this  Agreement at any time upon
thirty  (30) days prior  written  notice to all of the Banks if all Senior  Debt
other than that payable to Pioneer Financial

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Industries,  Inc.  is paid in full at the same time on or  within  ten (10) days
following the last day of such thirty (30) day notice period.

     2. Credit Facilities. From time to time during the term hereof, Pioneer may
submit to any of the Banks a request for extensions of credit to be evidenced by
a Revolving  Grid Note,  an  Amortizing  Note,  or a Single Pay Term Note.  Such
requests for credit may be made verbally or in writing. Upon receipt of any such
request  by any of the Banks,  the Bank  receiving  such  request  shall,  if it
desires to submit  verbally or in writing an offer to, extend credit to Pioneer.
None of the Banks have any commitment to extend any credit  requested by Pioneer
and any offer by any of the Banks to extend  credit  to  Pioneer  pursuant  to a
request shall be in the sole  discretion of the Banks.  In the event any Bank to
which a request for credit is made by Pioneer fails to submit an offer to extend
credit within five (5) Business Days following the request, the request shall be
deemed to be denied.  Upon acceptance by Pioneer of any offer of an extension of
credit, the extension of any such credit, and all terms thereof,  shall become a
part of and be  subject  in all  respects  to all terms and  conditions  of this
Agreement.  If requested by Pioneer, the Banks agree to confirm in writing as of
the date of each Quarterly Certificate, the amount and terms of all credit which
is  available  to  Pioneer,  subject to the  absolute  discretion  of the Banks,
pursuant to Credit Facility  Letters which have been delivered to Pioneer by the
Banks.

     The terms of this paragraph 2 of Section III of this Agreement shall not in
any way limit the  obligation of the Banks  pursuant to paragraph 4 of Section X
hereof to renew  certain  existing  indebtedness  of Pioneer to the Banks in the
event of failure to give the notice required by paragraph 1 of Section X hereof.

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    3. Note Pricing.  All Revolving Grid Notes shall bear interest per annum at
the prime rate of interest  as  reported  from time to time under Money Rates in
the Wall Street Journal,  adjusted daily; provided,  however, Pioneer shall have
the right from time to time to  increase  such rate of  interest  in response to
changing  market  conditions  so long as the rate of  interest  on all  existing
Senior Debt which is payable to any Bank and which is  evidenced  by a Revolving
Grid Note also is increased to this new rate.

     All Amortizing Notes shall bear interest per annum at a rate, calculated by
reference  to  data  obtained  from  Bloomberg  (or in the  event  Bloomberg  is
unavailable for any reason,  an equivalent  data service  recommended by Pioneer
which is acceptable to the Required Banks),  equal to the ninety (90) day moving
average  rate of Treasury  Notes with  maturities  specified  at the time of the
extension of credit plus 270 basis points; provided, however, Pioneer shall have
the right from time to time to increase  the number of basis  points in response
to  changing  market  conditions  so long as no  increase in the number of basis
points is agreed upon within  thirty (30) days  following an extension of credit
pursuant  hereto by any Bank which is evidenced by an Amortizing Note bearing an
interest rate calculated using a lower number of basis points.

     All Single Pay Term Notes shall bear interest per annum at such rate as may
be agreed upon between Pioneer and the Bank extending  credit to be evidenced by
a Single Pay Term Note.

     4. Credit Facility Letters. As of March 31 of each calendar year commencing
on March 31, 2004,  each Bank which is a party hereto  shall,  at the request of
Pioneer,  deliver to Pioneer a Credit  Facility  Letter  therein  indicating the
maximum amount of each type of credit referred to therein which each Bank may be
willing  to extend to Pioneer  during  the next  twelve  (12)  calendar

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months.  Delivery of a Credit  Facility  Letter to Pioneer by any Bank shall not
obligate or commit such Bank in any way to extend any credit referred to therein
to Pioneer.

     5. Notes and Other  Documents to Continue.  Notwithstanding  the  execution
hereof,  all notes and other  documents  executed  pursuant  to the June 9, 1993
Senior Lending  Agreement and the Amended and Restated Senior Lending  Agreement
dated as of March 1, 1996,  as  amended,  which have not  matured or  terminated
according to their respective terms on or prior to October 1, 2003 shall, except
to the extent  expressly  amended by this Agreement,  continue in full force and
effect beyond October 1, 2003,  and any  extensions of the term hereof,  if any,
until their respective stated maturities.

     6. When a Bank states or indicates, by Credit Facility Letter, by declining
a loan  request from  Pioneer,  or  otherwise,  that it will not make any future
loans to Pioneer under this Agreement (the "Withdrawing  Bank"),  Pioneer , with
the prior written  consent of all Banks other than the  Withdrawing  Bank,  such
consent to not be unreasonably withheld, may thereafter pay, without any penalty
or premium, all or any portion of the Senior Debt outstanding to the Withdrawing
Bank,  notwithstanding  any  requirement  to  the  contrary  contained  in  this
Agreement,  in any Revolving Grid Note, Amortizing Note or Single Pay Term Note,
or in any other related instrument, document or agreement.

                     IV. CONDITIONS TO EXTENSIONS OF CREDIT

      No  discretionary  extension  of credit to Pioneer  pursuant to any Credit
Facility  Letter which has been accepted by Pioneer shall be made by any Bank on
or after  October  1, 2003  until all of the Banks  have  received,  in the form
hereof or attached hereto,  all of the following  except as otherwise  provided:



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          (a) An  originally  executed  copy of this  Agreement  duly  signed by
     authorized  officers of Pioneer and authorized  officers of the Banks, or a
     photocopy thereof certified by the Agent Bank to be a true and correct copy
     thereof.  Pioneer shall be required to deliver the  documents  described in
     this subparagraph (a) only once to each Bank;

          (b) A  promissory  note for each  extension  of  credit in the form of
     Exhibit A, B or C attached hereto duly executed by an authorized officer of
     Pioneer,  each such note to be delivered only to the Bank extending  Senior
     Debt to be evidenced thereby;

          (c) An  originally-executed  Assignment  of Note Payments and Security
     Agreement duly signed by an authorized officer of each of its Subsidiaries,
     except Pioneer  Military  Insurance  Company,  each such Assignment of Note
     Payments and Security Agreement to be delivered only once by Pioneer to the
     Agent;

          (d) An  originally  executed  Security  Agreement  duly  signed  by an
     authorized  officer of each of its  Subsidiaries,  except Pioneer  Military
     Insurance  Company,  each such Security Agreement to be delivered only once
     to the Agent;

          (e) Confirmation from the Agent Bank that (i) a financing statement in
     the form of  Exhibit N attached  hereto  has been  filed with the  Missouri
     Secretary of State naming Pioneer as the debtor, (ii) a financing statement
     in the form of Exhibit O naming each  Subsidiary,  except Pioneer  Military
     Insurance Company,  as a debtor have been filed with the Secretary of State
     of their respective state of incorporation, and (iii) a financing statement
     in the form of Exhibit OO naming each  Subsidiary,  except Pioneer Military
     Insurance Company,  as a debtor have been filed with the Secretary of State
     of their respective state of incorporation.


                                       16

<page>
          (f) A duly  certified  resolution of the board of directors of Pioneer
     (which  may be  relied  upon  until  delivery  to all  of  the  Banks  of a
     subsequent  resolution  prospectively  revoking the  authority set forth in
     such earlier resolution, if any), authorizing the execution and delivery of
     this Agreement and all notes, security agreements and other documents to be
     executed  pursuant  hereto or in connection  herewith and a duly  certified
     resolution  of the board of directors  of each  Subsidiary  except  Pioneer
     Military  Insurance  Company  authorizing the execution and delivery of all
     notes,  security  agreements and other  documents to be executed by each of
     them pursuant hereto or in connection herewith, such resolution designating
     the officers or employees  of Pioneer or each  Subsidiary,  as the case may
     be, authorized to execute the same. Pioneer or each Subsidiary, as the case
     may be,  shall be  required  to deliver  the  documents  described  in this
     subparagraph (f) only once to each Bank; and

          (g) A copy of the  articles  of  incorporation  and  bylaws of Pioneer
     certified by the  secretary of Pioneer and a  Certificate  of Good Standing
     for Pioneer and each of its  Subsidiaries  issued not more than thirty (30)
     days prior to the date of this  Agreement by the  Secretary of State of the
     state of  incorporation  of each  thereof.  Pioneer  shall be  required  to
     deliver the documents  described in this subparagraph (g) only once to each
     Bank.

           V. NEGATIVE PLEDGE, COLLATERAL AND CONDITIONAL COLLATERAL

     1. Negative  Pledge.  Pioneer  agrees that, at all times while there is any
Senior Debt  payable to any of the Banks by  Pioneer,  it will not pledge any of
its assets to any person or entity other than the Banks nor will it allow any of
its  Subsidiaries  to pledge any of their  assets to any person or entity  other
than Pioneer and the Banks.


                                       17

<page>

     2. Collateral:  Notes. Pioneer hereby grants to all of the Banks a security
interest in all notes payable to Pioneer by any and all of its  Subsidiaries now
or at any time  hereafter in the form of the  Subsidiary  Revolving Grid Note or
otherwise  and will cause each of its  Subsidiaries,  now existing and hereafter
acquired or created,  except Pioneer Military Insurance Company, to grant to the
Banks a security  interest in all notes  payable to such  Subsidiaries  by their
customers by execution of a Security Agreement in the form of Exhibit P attached
hereto.

     Upon execution hereof, Pioneer will deliver to the Agent Bank possession of
all existing notes payable by any and all of its  Subsidiaries  to it and within
three (3) days after the future  execution of any note payable by any Subsidiary
to Pioneer it will deliver  possession of the same to the Agent Bank.  All notes
payable to Pioneer by its Subsidiaries shall be endorsed in blank when delivered
to the Agent Bank by Pioneer.  The Banks agree that they will not,  prior to the
declaration  of  a  default  hereunder,  demand  payment,  except  as  otherwise
expressly provided in this Agreement, of any note in the possession of the Agent
Bank which is payable to  Pioneer by any of its  Subsidiaries  because  any such
note is payable on demand.

     Pioneer also hereby  assigns to all of the Banks,  and grants to all of the
Banks a security interest in all of its rights under that certain  Assignment of
Note  Payments and Security  Agreement in the form of Exhibit J attached  hereto
between Pioneer and each of its Subsidiaries,  except Pioneer Military Insurance
Company,  dated  October  1,  2003,  to  directly  receive  from  each  of  such
Subsidiaries  the proceeds of all note payments  receivable by its  Subsidiaries
from their customers.

     The Banks further  agree to forbear  exercise of the rights under each such
Security  Agreement  and each such  Assignment  of Note  Payments  and  Security
Agreement  unless and until

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<page>

Pioneer  receives  notice  from  any Bank  declaring  Pioneer  to be in  default
hereunder because of the occurrence of an Event of Default.

     3. Conditional Collateral:  Stock. As of the time any Bank declares Pioneer
to be (a)  nonperforming  under this  Agreement  because of the  occurrence of a
Performance  Event or (b) in default  because of the  occurrence  of an Event of
Default, Pioneer hereby grants to the Banks a security interest in all shares of
the capital stock,  whether now or hereafter issued and outstanding,  of each of
its Subsidiaries  listed on Exhibit D attached hereto and all other Subsidiaries
which may hereafter be acquired or come into  existence  and at that time,  upon
request of the Banks, Pioneer agrees to deliver,  within three (3) Business Days
of receipt  of a notice  declaring  nonperformance,  to the Agent Bank all stock
certificates  evidencing all such shares with stock powers attached  endorsed in
blank. Such security interest shall attach to said shares of stock upon delivery
of  certificates  evidencing  the same to the Agent  Bank.  The  Banks  agree to
forbear exercising any rights or remedies which they may have in connection with
their  security  interest in all such  capital  stock  unless and until any Bank
declares  Pioneer to be in default  hereunder  because of the  occurrence  of an
Event of Default.

     4. Collection of Collateral. In the event the Banks are entitled to collect
payment of notes payable to Subsidiaries  of Pioneer,  the Banks agree that they
will exercise good faith and commercially  reasonable efforts to collect payment
of such notes;  provided,  however, the Banks shall have no obligation to pursue
collection  of any note which is delinquent by recency of payment by two hundred
seventy (270) calendar days or more.

     5. Release of Stock.  If any audit of Pioneer's  financial  statements,  or
other  certification   deemed  acceptable  by  the  Banks  which  is  issued  by
independent  certified public accounts,  discloses

                                       19

<page>

that the Performance Event or Events which caused Pioneer to previously  deliver
to the Banks the stock  described  in Section  V(3) hereof no longer exist as of
the last day of the period covered by such audited  financial  statements nor at
the time of delivery of such  audited  financial  statements  to the Banks,  and
Pioneer  certifies in writing to the Banks that it is not then in default  under
the terms of this  Agreement and that no  Performance  Event has occurred and is
then  continuing,  the Banks shall  redeliver  possession  of such  certificates
evidencing such stock to Pioneer. In the event of any such redelivery, the Banks
shall have the right to possession of such stock in accordance with the terms of
this  Agreement  at any time and from time to time  thereafter  upon the  future
occurrence of any Performance Event.

                             VI. PERFORMANCE EVENT

     In the event of the occurrence of a Performance  Event and any Bank,  after
satisfying all requirements stated in paragraph 2 of Section X of this Agreement
with respect to all other Banks which are a party  hereto,  then  exercises  its
right to declare Pioneer to be nonperforming  under the terms of this Agreement,
Pioneer  agrees  that the  Banks  shall  then and  thereafter  have the right to
receive  eighty  percent (80%) of all funds  received by or under the control of
Pioneer  which are  proceeds of notes  payable to the  Subsidiaries  of Pioneer,
except Pioneer Military Insurance  Company.  Upon receipt of written notice from
the Agent Bank, Pioneer will immediately commence and continue depositing on the
fifth  (5th)  Business  Day of each  month  eighty  percent  (80%) of all  funds
received by or under the control of Pioneer  which are proceeds of notes payable
to the Subsidiaries of Pioneer, except Pioneer Military Insurance Company, to an
account at the Agent Bank established ratably for the benefit of all Banks which
are parties to this Agreement.


                                       20

<page>

     The ratable  amount payable to each Bank from funds payable for the ratable
benefit  of all  Banks in  accordance  with the  provisions  of the  immediately
preceding  paragraph shall be calculated by multiplying the total amount payable
for the benefit of all Banks by a fraction,  the  numerator of which shall equal
the total  outstanding  principal  indebtedness to such Bank,  regardless of the
stated  maturity  date or dates,  evidenced  by Secured  Revolving  Grid  Notes,
Secured  Amortizing  Notes and Secured Single Pay Term Notes and the denominator
of which shall equal the total outstanding principal  indebtedness to all Banks,
regardless of the stated maturity date or dates,  evidenced by Secured Revolving
Grid Notes,  Secured  Amortizing  Notes and Secured Single Pay Term Notes.

                                 VII. AGENT BANK

     1.  Agent.  Upon  execution  of this  Agreement,  the Agent Bank  agrees to
establish  an account  for the  benefit of all of the Banks which are parties to
this Agreement to be used for the deposit of funds for the benefit of all of the
Banks pursuant to this paragraph of this Agreement.

          (a) If the Banks have the right to receive eighty percent (80%) of all
     funds  received  by or under  control  of  Pioneer  pursuant  to Section VI
     hereof,  Pioneer  shall  transfer on the fifth (5th)  Business  Day of each
     month eighty  percent (80%) of all such proceeds to an account  established
     at the Agent Bank for the  benefit  ratably  of all of the Banks  which are
     parties hereto.

          (b) If, because of the  declaration of an Event of Default,  the Banks
     are permitted to direct that all proceeds of all notes payable to Pioneer's
     Subsidiaries, except Pioneer Military Insurance Company, by their customers
     be paid to an account designated by and subject to the exclusive control of
     the  Banks,  the Agent Bank  shall  take  possession  of all

                                       21

<page>

     such notes and  collect  all  payments  and take such other  actions as the
     Banks may direct, all ratably for the pro rata benefit of the Banks.

     2. Required Banks Rule. The Agent Bank shall follow all written  directions
from the Required  Banks with respect to  collection  and  disposition  of funds
deposited  in the  account  established  by it for the  benefit of the Banks and
collection  of  collateral  so  long as such  instructions  are for the  ratable
benefit of all Banks. In the event the Required Banks do not approve any written
instruction,  the Agent Bank shall use its own  discretion in the collection and
disposition  of  funds  deposited  into  such  account  and  the  collection  of
collateral.  In all cases other than the collection and disposition of funds and
collection of collateral  covered by this  paragraph 2 of Section VII and except
as may otherwise be expressly  provided in this  Agreement,  the Required  Banks
must approve all  instructions to the Agent and, subject to Section XI 1 hereof,
amendments to this Agreement.

     3. Change of Agent. The Agent Bank may be changed upon thirty (30) Business
Days  prior  notice to the then Agent Bank at any time or from time to time upon
the written agreement of the Required Banks at the time of any such designation.

     4.  Indemnity.  All of the Banks, on a pro rata basis to the extent of each
of the Bank's  percentage  interest in the total principal  amount of all Senior
Debt except  Senior Debt listed on Exhibit K and except  Senior Debt  payable to
Pioneer Financial  Industries,  Inc., shall indemnify the Agent Bank and hold it
harmless from all loss, cost,  damage and expense  whatsoever in connection with
its performance as the agent of the Banks  hereunder  except in the event of the
Agent Bank's gross negligence or its willful misconduct.


                                       22

<page>

                           VIII. COVENANTS OF PIONEER

     Pioneer covenants and agrees from the date hereof and until payment in full
of all  indebtedness  evidenced  by any note in the form of  Exhibits  A, B or C
attached hereto, that Pioneer assumes the obligations set forth below:

     1. Mergers. Pioneer will not, nor will it allow any of its Subsidiaries to,
without  the prior  written  consent  of the  Banks,  be a party to any  merger,
consolidation or other combination of any kind with any other person or business
entity nor will it or any of its Subsidiaries, without the prior written consent
of the  Required  Banks,  acquire all or any  significant  portion of all of the
assets  of any  other  person  or  business  entity  nor  will  it or any of its
Subsidiaries,  without the prior written consent of the Required Banks,  dispose
of all or any significant portion of their respective assets; provided, however,
this  provision  shall not prohibit  Pioneer and any or all of its  Subsidiaries
from  merging  any one or all into one or more of others  nor shall it  prohibit
Pioneer  or any of its  Subsidiaries  from  selling to or  acquiring  from third
parties  substantial  blocks of notes  receivable in the ordinary  course of the
business  of  Pioneer  and it  Subsidiaries  in a manner  consistent  with  past
practices; and, provided, further, that so long as William D. Sullivan or Thomas
H. Holcom,  Jr. is the highest  ranking  officer in the  surviving  company of a
merger, consolidation or other combination, Pioneer shall not be prohibited from
effectuating such merger, consolidation or other combination.

     2. Nonconforming  Debt.  Pioneer will not incur,  create or permit to exist
any  indebtedness  except (a) Senior Debt,  (b) those  specific  unsecured  debt
obligations  listed in Exhibit K attached  hereto,  (c)  Subordinated  Debt, (d)
trade payables and leases incurred in the ordinary  course of business,  and (e)
unsecured  indebtedness  payable to Pioneer  Financial  Industries,  Inc.  in

                                       23

<page>

an aggregate  outstanding principal amount not to exceed at any time the greater
of (i)  Two  Million  Dollars  ($2,000,000)  or  (ii)  2.5%  of the  outstanding
principal amount of the Senior Debt.

     3.  Indebtedness  of  Subsidiaries.  Pioneer  will  not  allow  any  of its
Subsidiaries to incur,  create or permit to exist  indebtedness to any person or
entity other than Pioneer  except for trade payables and lease  obligations  for
real estate,  fixtures and equipment  incurred in the ordinary course of each of
such Subsidiaries'  respective business; and provided further that the aggregate
of all such indebtedness,  excluding real property lease obligations, to persons
and  entities  other  than  Pioneer  for each  branch  office  location  of each
Subsidiary shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) at any
time.

     4. Senior Debt/Tangible Net Worth Ratio. Pioneer will at no time permit its
Senior Debt to exceed 4.75 times its Consolidated Tangible Net Worth.

     5.  Total  Required   Capital.   At  all  times  Pioneer  will  maintain  a
Consolidated  Total  Required  Capital of at least  Twelve  Million Five Hundred
Thousand  Dollars  ($12,500,000)  plus  fifty  percent  (50%) of the  cumulative
positive  net income  earned by Pioneer  during each of its fiscal  years ending
subsequent to September 30, 2002.

     6. Senior  Debt/Net  Receivable  Ratio.  Pioneer will at no time permit the
ratio of Senior Debt to all Consolidated Net Receivables to exceed .80 to 1.

     7. Loan Loss Reserve.  Pioneer  agrees that it will maintain at all times a
loan loss  reserve in an amount  which is equal to or greater than the loan loss
reserve  shown on its  audited  financial  statements  as of the end of its most
recent fiscal year and at no time shall the loan loss reserve be less than three
percent (3%) of the Consolidated Net Receivables.

                                       24

<page>

     8. Quarterly Certificate/Compliance  Certificate. Pioneer agrees to deliver
to all of the Banks  within  thirty (30)  calendar  days after the close of each
calendar quarter a completed  Quarterly  Certificate and a completed  Compliance
Certificate,  such  certificates  being  certified by an  authorized  officer of
Pioneer.


     9. New Offices.  Pioneer will not open any new branch  office  location nor
will it allow any  Subsidiary  to open a new branch office  location  during any
fiscal year  following a fiscal year during which  Pioneer and its  Subsidiaries
had a consolidated net operating loss except,  however,  this prohibition  shall
not prevent  Pioneer or any of its  Subsidiaries  from moving an existing branch
office location to a new location.

     10. Redemptions/Guarantees/Advances. Pioneer will not make any distribution
of assets to its  shareholders  except  payments  of  dividends  declared in the
ordinary  course of business which do not create the occurrence of a Performance
Event or an Event of Default hereunder nor will it purchase,  redeem,  retire or
otherwise  acquire any shares of its stock;  Pioneer  will not make or guarantee
any loan or  advance  to any person or entity  except to its  Subsidiaries,  and
except to  stockholders,  officers  or  employees  of  Pioneer  in an amount not
exceeding  Fifty  Thousand  Dollars   ($50,000)  in  the  aggregate  except  for
reasonable  compensation  for  services  performed  or expenses  incurred in the
ordinary  course  of  Pioneer's  business.  Pioneer  will not  allow  any of its
Subsidiaries,  now  existing  or  hereafter  acquired  or  created,  to  make or
guarantee  any loan or  advance  to any  person or entity  whatsoever  except to
employees  for  reasonable  compensation  for  services  performed  or  expenses
incurred in the ordinary course of each Subsidiary's business.

     11. Compliance With Laws. Pioneer will comply in all material respects with
all applicable laws, rules, regulations and orders of any governmental authority
which  has  jurisdiction

                                       25

<page>

over it if noncompliance with any such law, rule, regulation or order would have
a material adverse affect on Pioneer's  ability to perform its obligations under
this  Agreement.

     12. Service Charges. Pioneer will not make any payment to Pioneer Financial
Industries,  Inc.  in any  fiscal  year for  services  performed  or  reasonable
expenses  incurred in an aggregate  amount  greater than Seven Hundred  Thousand
Dollars  ($700,000);  provided,  however,  such amount may be  increased on each
anniversary  of this  Agreement by a percentage  amount equal to the  percentage
increase in the Consumer  Price Index  published by the United  States Bureau of
Labor for the calendar year then most recently ended.

                           IX. FINANCIAL INFORMATION

     1.  Information.  Pioneer  agrees to provide to all of the Banks all of the
following during the term of this Agreement:

          (a) Quarterly financial statements,  in the form used by Pioneer as of
     the date hereof,  within  thirty (30) calendar days after the last Business
     Day of each calendar quarter.  Said financial statements shall contain at a
     minimum a balance sheet, an income statement and a Quarterly Certificate.

          (b)  Audited  financial   statements,   prepared  in  accordance  with
     generally  accepted  accounting   principles   consistently  applied,  such
     statements to be prepared by an  independent  certified  public  accounting
     firm acceptable to the Required Banks, an annual management letter prepared
     by such  independent  certified  public  accounting firm, and a direct cash
     lending questionnaire in a form consistent with industry standards,  all of
     which is to be  delivered  to the Banks within  ninety (90)  calendar  days
     after the last business day of its fiscal year.


                                       26

<page>

          (c) Projected financial statements for each fiscal year not later than
     thirty (30) calendar days  following the first  Business Day of each fiscal
     year.

          (d) Such other information as the Banks may reasonably  request at any
     time and from time to time.

     2. Inspection Rights. Pioneer further agrees to reasonably permit from time
to time  agents or  representatives  of each of the Banks to  examine  Pioneer's
books and  records  and to visit all  business  locations  of Pioneer and of its
Subsidiaries  and discuss its  business  and  financial  affairs with any of its
officers or employees;  provided, however, that Pioneer shall not be required to
make available any  information,  the disclosure of which would  otherwise cause
Pioneer to be in  violation  of any law unless  the  Banks,  or their  agents or
representatives,  execute a  confidentiality  agreement  in a form  which  would
enable Pioneer to legally disclose any such information to the Banks.

                            X. AGREEMENT AMONG BANKS

     1. Default Following Nonperformance.  After Pioneer has been declared to be
nonperforming because of the occurrence of a Performance Event, all of the Banks
agree that no Bank which is a party hereto may declare  Pioneer to be in default
other than as the  result of the  occurrence  of an Event of  Default  listed in
paragraphs 14(a),  14(c),  14(e), and 14(g) of Section I hereof for at least one
hundred twenty (120) Business Days unless all such Banks waive such prior notice
requirement.

     2. Declaration of Intentions

          (a) Prior to declaring Pioneer to be nonperforming or in default under
     the terms of this  Agreement or otherwise  demanding  payment of any Senior
     Debt,  any Bank which is a party  hereto  shall give Pioneer and all of the
     Banks which have  extended  Senior Debt to

                                       27

<page>

     Pioneer,  ten (10)  Business  Days  prior  written  notice of its intent to
     declare  nonperformance  or the  occurrence  of an Event of Default or make
     demand for payment.

          (b) Any Bank giving notice to Pioneer and the other Banks  pursuant to
     paragraph  2(a) of this  Section X shall  grant to all of the  other  Banks
     which are a party to this  Agreement  the right to purchase,  on a pro rata
     basis, all Senior Debt of the Bank intending to declare nonperformance or a
     default  or  demand  payment,  such  right to  purchase  Senior  Debt to be
     available during the period of ten (10) Business Days following  receipt of
     such  notice.  In the event  any Bank  receiving  such  notice of intent to
     declare  nonperformance  or a default or a demand of payment  elects not to
     purchase  its pro rata  share of the  Senior  Debt  with  respect  to which
     payment is to be demanded,  the remaining Bank or Banks holding Senior Debt
     shall  succeed,  on a pro rata basis  between  themselves,  to the purchase
     rights of the Bank not  desiring to purchase  its pro rata  portion of such
     Senior  Debt.  Any  Bank  purchasing  any  Senior  Debt  pursuant  to  this
     subparagraph  shall be entitled to receive  upon  payment  therefor in good
     funds all notes evidencing such purchased Senior Debt endorsed in blank and
     without  recourse.

          (c) No Bank which is a party to this Agreement will, without the prior
     written  consent of all of the Banks  which are a party to this  Agreement,
     seek collateral,  other than as provided for herein, for all or any part of
     the Senior Debt nor will any Bank  initiate any legal  proceedings  against
     Pioneer or any of its  Subsidiaries  or affiliates  without giving ten (10)
     Business  Days prior  written  notice to all other  Banks which are a party
     hereto.  Any notice which may be given  pursuant to this  paragraph  may be
     given  concurrently  with any other notice  which may be given  pursuant to
     this paragraph.


                                       28


     3. All  Credit to  Conform.  All of the Banks  which  are  parties  to this
Agreement agree not to extend any credit to Pioneer and its Subsidiaries  unless
such  credit is  extended  in  conformity  with and subject to the terms of this
Agreement  and, if prior to  termination  hereof,  is evidenced by a note in the
form of Exhibit A, B or C attached hereto.

     4. Renewal Obligation. All of the Banks agree that in the event they do not
advise  all of the  other  Banks  and  Pioneer  of  their  intent  not to  renew
indebtedness  of Pioneer  evidenced  by any Single Pay Term Note at least ninety
(90)  Business  Days prior to the  maturity  of any such note,  the  outstanding
indebtedness  evidenced  by any such note will be renewed on  substantially  the
same terms as the  existing  note except for the interest  rate payable  thereon
which may be adjusted to a current rate unless all other Banks which are a party
to this Agreement and Pioneer waive in writing,  on a case-by-case  basis,  such
ninety (90) day prior notice requirement.

                   XI. AMENDMENT AND ADDITION OF OTHER BANKS

     1.  Amendment.  Except as  otherwise  provided  in  Section  XI 2 hereof no
provision  hereof may be amended or modified  except pursuant to an agreement in
writing entered into by Pioneer and the Required Banks; provided,  however, that
no such agreement shall:

          (a) change any terms of any Note  outstanding  pursuant  hereto on the
     date of such amendment;

          (b) change the definition of "Required Banks";

          (c) release any  collateral  for payment of notes issued  hereunder or
     change any provision of Section V hereof;

          (d) change any provision of Sections VIII 2, 3, 4, 5, 6 and 7 hereof;

          (e) change any provision of Section I 14 hereof; or


                                       29

<page>

          (f) change the definition of  "Performance  Event" or any provision of
     Section VI hereof,

without the prior written consent of all Banks;  provided further,  that no such
amendment  shall amend,  modify or otherwise  affect the rights or duties of the
Agent  hereunder  without the prior written consent of the Agent.

     2. Addition of Other Banks. Pioneer shall be entitled to request that other
banks or financial  institutions  become parties to this Agreement but shall not
incur Senior Debt with any other bank or financial  institution unless such bank
or  financial  institution  has  become a party  hereto.  Any bank or  financial
institution may become a party hereto upon the request of Pioneer so long as all
of the following conditions are met:

          (a) Such new bank or financial institution must agree to all terms and
     conditions  of this  Agreement by  execution  and delivery to Pioneer of an
     Amendment to this  Agreement in the form  attached  hereto as Exhibit I. In
     the event any new bank or  financial  institution  desires  to  receive  an
     updated  opinion of counsel  dated as of the  effective  date when such new
     bank or financial  institution is made a party hereto,  the expense of such
     updated opinion must be borne by the new bank or financial institution.

          (b) Pioneer must execute any  amendment  which has been  executed by a
     new bank or other financial institution and deliver an original copy of the
     same to each Bank which is already then a party to this  Agreement.  Unless
     at least two (2) Banks which are parties  hereto object in a written notice
     delivered to Pioneer within ten (10) Business Days of the objecting  Banks'
     receipt  of  the   proposed   amendment,   the  proposed   amendment   will
     automatically  become  effective and the new bank or financial  institution
     will become a party

                                       30

<page>

     hereto on the eleventh  (11th)  Business Day  following  the latest date of
     delivery  of the  proposed  amendment  to any of the Banks  already a party
     hereto.  Within three (3) Business Days following the effective date of any
     proposed  amendment,   Pioneer  agrees  to  send  written  notice  of  such
     effectiveness to all Banks which are then parties to this Agreement.

                               XII. ACCELERATION

     In the event of the  occurrence  of any one or more Events of Default which
are  defined in  paragraph  14 of Section I of this  Agreement,  and if any such
Event of Default shall be  continuing,  any of the Banks may,  after  compliance
with the provisions of paragraph 2 of Section X of this  Agreement,  declare the
entire  principal  amount of all Senior Debt of Pioneer  owing to the  declaring
Bank,  together with interest accrued thereon, to be immediately due and payable
to the  declaring  Bank.  Upon  the  declaration  of any  of  the  Banks  of the
occurrence of an Event of Default,  after the  declaring  Bank has complied with
the terms of paragraph 2 of Section X hereof,  the Agent Bank shall (i) have the
right,  on behalf of all the Banks,  to  possession  of all notes payable to all
Subsidiaries  of Pioneer by their  respective  customers and the right to direct
that all proceeds of such notes be paid directly to an account designated by and
subject  to the  exclusive  control of the Banks at the Agent Bank and (ii) have
access to and use of, all computer  hardware  and software and related  records,
instructions  and  manuals  used  by  Pioneer  or  any of  its  Subsidiaries  in
connection with the documenting,  evidencing,  listing, reporting and collecting
of all notes receivable of all Subsidiaries of Pioneer and an irrevocable  Power
of Attorney  therefor is hereby granted to the Agent Bank.  Upon the declaration
of the occurrence of an Event of Default by any of the Banks, the declaring Bank
may proceed to enforce  payment of all  indebtedness of Pioneer to it under this
Agreement  or  otherwise  and it may  exercise  any and all rights and  remedies
afforded to it by the Uniform

                                       31

<page>

Commercial  Code of  Missouri,  as now or  hereafter  in  effect,  or  otherwise
possessed by it. Any Bank declaring  Pioneer to be in default  hereunder because
of the occurrence of an Event of Default shall, after compliance with the notice
requirements  of  paragraph  2(a) of Section X of this  Agreement,  give written
notice of such  declaration  of default  to all other  Banks  which are  parties
hereto.

                            XIII. OPINION OF COUNSEL

     Prior to the first extension of any new credit by any Bank to Pioneer after
the date  hereof,  Pioneer  agrees to furnish to each of the Banks an opinion of
counsel to Pioneer in the form of Exhibit L attached hereto.

                                  XIV. GENERAL

     1. Notices. All notices hereunder shall, unless otherwise specified herein,
or unless any party hereto shall  subsequently give written notice to the others
specifying some other address, be deemed to be given when actually received,  or
if mailed,  three (3) Business Days after being deposited postage prepaid in the
United States mail,  certified mail return receipt  requested,  addressed to the
other parties hereto at their respective present mailing addresses which are:

              First National Bank of Kansas
              6201 College Boulevard
              Overland Park, Kansas 66211
              Attention:  Jesse West

              LaSalle Bank, National Association
              135 South LaSalle Street, Room 362
              Chicago, Illinois 60603
              Attention:  Terry Keating

              Bank One, NA
              OKI-1073
              100 North Broadway
              P.O. Box 25848
              Oklahoma City, Oklahoma 73125


                                     32

<page>
              Attention:  Alison Taylor

              Bank of Oklahoma, N.A.
              201 Robert S. Kerr
              Oklahoma City, Oklahoma 73102
              Attention:  Laura Christofferson

              First Bank
              135 North Meramec, 1st Floor
              Clayton, Missouri 63105
              Attention:  Brenda J. Laux

              Pioneer Financial Services, Inc.
              4700 Belleview
              Kansas City, Missouri 64112
              Attention:  Thomas H. Holcom, Jr.

              Southwest Bank of St. Louis
              2301 South Kingshighway
              St. Louis, Missouri 63110
              Attention:  Andrew S. Herford

              UMB Bank, N.A.
              1010 Grand Avenue
              Kansas City, Missouri 64106
              Attention:  Douglas F. Page

              Comerica Bank
              3501 Hamlin Road, Suite 3
              Auburn Hills, Michigan 48326
              Attention:  Carrie Fraser

              Union Bank of California
              455 S. Figueroa, 18th Floor
              Los Angeles, California 90071
              Attention:  Scott Jessup

              Arvest Bank
              P.O. Box 55500
              Oklahoma City, Oklahoma 75155
              Attention:  Bradley Kreiger

                                       33
<page>

     2. No  Waivers.  No  failure or delay by the Agent Bank or any of the other
Banks in exercising any right,  power or privilege  hereunder shall operate as a
waiver  thereof;  nor shall any single or partial  modification or waiver of any
provision of this Agreement or of any note to be executed  pursuant hereto or in
connection  herewith or a single or partial exercise of any such right, power or
privilege  preclude any other or further exercise of such or of any other right,
power of privilege.

     3. Offsets.  Pioneer  specifically  agrees that upon the  declaration of an
occurrence of an Event of Default,  and if such Event of Default is  continuing,
the Banks shall be entitled to exercise any right of setoff or banker's  lien at
any time,  irrespective  of the stated  maturity of any note  executed  pursuant
hereto or in connection  herewith  evidencing any indebtedness of Pioneer to the
Banks;  provided,  however,  that all Banks exercising any right of setoff shall
transfer all funds set off to the Agent Bank to be  distributed  ratably for the
benefit of all of the Banks.

     4. Governing Law. This Agreement and all notes executed  pursuant hereto or
in connection  herewith  shall be deemed to be contracts made under and shall be
construed in accordance with the laws of the state of Missouri.

     5. WAIVER OF JURY TRIAL.  IN THE EVENT OF ANY DISPUTE  BETWEEN  PIONEER AND
ANY OF THE BANKS RELATED IN ANY WAY TO THIS AGREEMENT  WHICH BECOMES THE SUBJECT
OF ANY JUDICIAL  PROCEEDING IN ANY COURT OF LAW, PIONEER HEREBY WAIVES ANY RIGHT
WHICH IT MIGHT OTHERWISE HAVE TO A TRIAL BY JURY.

     6.  Severability.  In the event any one or more of the  provisions  of this
Agreement or any note executed  pursuant hereto or in connection  herewith shall
be invalid, illegal or unenforceable


                                       34
<page>

in any respect,  the  validity,  legality and  enforceability  of the  remaining
provisions shall not in any way be affected or impaired thereby.

     7. Expenses.  Pioneer agrees to pay all reasonable  out-of-pocket expenses,
including  reasonable  attorneys fees,  incurred by the Banks in connection with
the  enforcement  of the rights of the Banks under this  Agreement or any of the
notes executed pursuant hereto or in connection  herewith and in connection with
any amendment, extension or renewal of any thereof, or waivers thereunder.

     8. Counterparts.  This Agreement, and any Amendment hereto, may be executed
in two or more  counterparts,  each of which shall  constitute an original,  but
when taken together, shall constitute but one agreement.

     9.  Titles and  Headings.  All titles and  headings  which are used in this
Agreement are used solely for the  convenience of the parties hereto and are not
part of the agreement of the parties.

     10. Conflicting  Documents.  In the event of any conflict between the terms
of this Agreement and the terms of any note or other document  executed pursuant
hereto or in connection herewith,  the terms of this Agreement shall control. To
the extent any documents  previously  executed in connection with or pursuant to
the Amended  and  Restated  Senior  Credit  Agreement  dated as of March 1, 1996
between  Pioneer and the Banks  refers to the date of such  Amended and Restated
Senior  Credit  Agreement as of March 31, 1996,  Pioneer  hereby agrees that all
such  documents are hereby  amended to use the date of March 1, 1996 as the date
of such Amended and Restated Senior Credit Agreement.

     11.  Assignment.  This Agreement and all provisions hereof shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors  and  assigns;  provided,

                                       35

<page>

however, that Pioneer may not assign any rights or obligations hereunder without
the prior  written  consent of the Required  Banks;  and  provided  further that
Pioneer acknowledges and agrees that the Banks may, in their sole discretion and
without notice to Pioneer,  grant one or more participation  interests in any of
the obligations of Pioneer hereunder to any other lender.

     12.  Continuing  Documents.  All  provisions of all documents  executed and
delivered by Pioneer to or for the benefit of the Banks  pursuant to the Amended
and Restated Senior Lending  Agreement between Pioneer and the Banks dated as of
March 1, 1996,  as  amended,  except to the extent  expressly  modified  by this
Agreement,  shall remain in full force and effect and  enforceable in accordance
with their  respective  terms and any  reference  in any such  documents to such
Amended and Restated  Senior Lending  Agreement shall be deemed to refer to this
Agreement  and Pioneer  shall be deemed to have  executed and delivered all such
documents  to or  for  the  benefit  of  the  Banks  as if it  had  executed  or
reconfirmed the validity and enforceability thereof in writing and delivered all
such documents as originals dated as of the date hereof pursuant to the terms of
this Agreement.

     13.  Statutory  Statement,  Disclosure  Required by Mo. Rev. Stat.  Section
432.045.  ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN MONEY,  EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE TO PROTECT YOU,  PIONEER,  AND US, THE BANKS, FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS ARE  CONTAINED IN THIS  WRITING,  WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT OF THE  AGREEMENT  BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

                                       36
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.

PIONEER FINANCIAL  SERVICES,  INC.         ARVEST BANK

By: /s/ William D. Sullivan               By:   /s/ B.W. Kreiger
    --------------------------------            -------------------------------
    Name: William D. Sullivan                   Name: B.W. Kreiger
    Title: Chief Executive Officer              Title: Chairman

COMERICA BANK                              LASALLE NATIONAL BANK

By: /s/ Carrie A. Fraser                   By:  /s/ Terry M. Keating
    --------------------------------            -------------------------------
    Name: Carrie A. Fraser                      Name: Terry M. Keating
    Title: First Vice President                 Title: Senior Vice President

FIRST NATIONAL BANK OF KANSAS              BANK ONE, NA

By: /s/ Jesse H. West                      By:  /s/ Alison E. Taylor
    --------------------------------            -------------------------------
    Name: Jesse H. West                         Name: Alison E. Taylor
    Title: Senior Vice President                Title: First Vice President

BANK OF OKLAHOMA, N.A.                     SOUTHWEST BANK OF ST. LOUIS

By: /s/ Laure Christofferson               By:  /s/ Andrew S. Herford
    --------------------------------            -------------------------------
    Name:  Laure Christofferson                 Name: Andrew S. Herford
    Title: Senior Vice President                Title: Senior Vice President

FIRST BANK                                 UNION BANK OF CALIFORNIA

By: /s/ Brenda J. Laux                     By:  /s/ J. Scott Jessup
    --------------------------------            -------------------------------
    Name: Brenda J. Laux                        Name: J. Scott Jessup
    Title: Executive Vice President             Title: Vice President

UMB BANK, N.A.

By: /s/ Douglas F. Page
    --------------------------------
    Name: Douglas F. Page
    Title: Executive Vice President


                                       37


<PAGE>


                                   EXHIBITS TO
                  AMENDED AND RESTATED SENIOR LENDING AGREEMENT


                           Dated as of October 1, 2003

A     Revolving Grid Note
B     Amortizing Note
C     Single Pay Term Note
D     Subsidiaries
E     Subsidiary Revolving Grid Note
F     Credit Facility Letter
G     Compliance Certificate
H     Quarterly Certificate
I     Amendment to Agreement
J     Assignment of Note Payments and Security Agreement
K     Senior Debt
L     Opinion of Counsel
M     Subordinated Debt
N     UCC from Pioneer
O     UCCs from Subsidiaries
OO    UCCs from Subsidiaries
P     Security Agreement



                                       38

<PAGE>

                                                                       EXHIBIT A

                                     SECURED
                               REVOLVING GRID NOTE
                        PIONEER FINANCIAL SERVICES, INC.

$______________ and interest                           ________________, _______

      On  Demand,  for value  received,  Pioneer  Financial  Services,  Inc.,  a
Missouri   Corporation,   promises   to  pay  to   _____________________________
(hereinafter  called "Bank") or to its order at its main office,  in twelve (12)
equal  monthly  principal  payments,  the  principal  sum of the  lesser of: (i)
_____________________________  dollars;  or (ii) the unpaid  principal amount of
all advances  made by Bank;  together  with  interest on all  principal  amounts
outstanding  hereunder from time to time, from date(s) of disbursement(s)  until
paid,  at the rate of the  Bank's  __________________  per annum (365 day year),
adjusted daily, with all accrued interest payable monthly in arrears on the 10th
day of each month. The first installment of principal shall commence on the 10th
day of the month following 30 days after demand is made on Maker.

      "Collateral"  as used herein shall mean all notes  payable to Maker by any
and all of its Subsidiaries which are listed on Exhibit D attached to the Senior
Lending  Agreement  described  below and all  other  Subsidiaries  as  otherwise
defined in said  Agreement,  and all payments  due,  instruments  payable to and
payment  intangibles of such  Subsidiaries from their customers and other assets
which have been assigned to Maker by such Subsidiaries pursuant to an Assignment
of Note  Payments and  Security  Agreement  dated  October 1, 2003 or in which a
security  interest  has been  granted  to UMB  Bank,  N.A.,  as  agent,  by such
Subsidiaries pursuant to a Security Agreement dated October 1, 2003.

      The  undersigned  Maker hereby  grants to Bank a security  interest in the
Collateral  for the  payment  of all  amounts  due  under  this note and for the
payment  of all  other  present  and  future  obligations  to the Bank  incurred
pursuant to the Senior Lending Agreement described below.

      If any of said installments, or any part thereof, is not paid when due and
remains unpaid after proper notice  thereof is given by Bank to Maker,  then the
entire  indebtedness  then remaining  unpaid shall,  at the option of the holder
hereof,  and  without  notice of demand,  become  immediately  due and  payable,
subject to the terms of the Senior Lending Agreement described below. Any amount
not paid shall  thereafter  bear  interest  until paid at the rate  hereinbefore
specified, plus two percent per annum. Unless Bank, in its sole discretion,  may
from time to time  otherwise  direct,  all  payments  shall be applied  first to
payment of accrued  interest,  and then to  reduction of the  principal  sum due
hereunder.  Any part of the  outstanding  principal  balance  hereof may be paid
prior to Demand without penalty, and if less than the principal sum stated above
is outstanding, the undersigned, may from time to time until Demand receive, but
the Bank has no commitment to make, further disbursements  hereunder;  provided,
however,  the aggregate amount of all principal  amounts  outstanding  hereunder
shall at no time exceed the face amount of this note; and provided further, that
each and every  disbursement made under this Revolving Grid Note shall be at the
Bank's sole  discretion.  All advances made by Bank to the  undersigned  and all
principal  and interest  payments  thereon  shall be recorded on the Schedule of
Disbursements and Payments of Principal;  provided, however, that the failure to
make such notation shall not affect the obligation of the  undersigned  Maker to
repay the  outstanding  principal  amount of,  together  with  interest  on, any
advances  made by the  Bank to the  undersigned  Maker  pursuant  to the  Senior
Lending Agreement described below; and Bank is hereby unilaterally authorized to
make such notations thereon.  The amounts recorded shall be presumptive evidence
of the outstanding principal balance of this Revolving Promissory Note.

      This Note is the "Note" referred to in the "Credit  Facility Letter" dated
________________,  _________, and is one of the Revolving Grid Notes referred to
in the Amended and  Restated  Senior  Lending  Agreement  dated as of October 1,
2003, among Maker, the Bank, and certain other financial institutions.

                               PIONEER FINANCIAL SERVICES, INC.
                               a Missouri Corporation (Maker)

                               By:_____________________________________

                               4700 Belleview, Suite 300
                               Kansas City, MO 64112
                               Tax Identification No. 44-0607504
Note No. ________



                                     <PAGE>


                        PIONEER FINANCIAL SERVICES, INC.
                             a Missouri corporation

===============================================================================

        DATE                      AMOUNT OF   AMOUNT OF   UNPAID
      INTEREST INTEREST INTEREST  PRINCIPAL   PRINCIPAL PRINCIPAL  DISBURSEMENT
DATE  PAID TO    RATE     PAID   DISBURSEMENT  PAYMENT   BALANCE   APPROVED BY
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<PAGE>

                                                                       EXHIBIT B

                             SECURED AMORTIZING NOTE
                        PIONEER FINANCIAL SERVICES, INC.
                                   SENIOR NOTE

$ __________________________ and interest        ___________________, __________

      FOR VALUE  RECEIVED,  PIONEER  FINANCIAL  SERVICES,  INC.  promises to pay
________________  (Bank) at its main office,  or to its order, the principal sum
of  __________________________________  Dollars,  together  with interest on the
unpaid  principal  balance from the date of this note until paid, at the rate of
_____  percent  per annum.  This note shall be payable as  follows:  (i) For the
period  commencing  with the  date of this  note and  extending  to  __________,
accrued  interest  only (360 day year) is payable  monthly at the above rate, on
the 10th day of each month, and (ii) for the period  commencing  ______________,
principal and interest (360 day year) shall be payable, in _________ consecutive
monthly installments of  _____________________  Dollars ($___________) each, the
first to become due on ___________ and on the 10th day of each month  thereafter
until the indebtedness evidenced by this note is fully paid; provided,  however,
the final  maturity  date of this note shall be  ______________.  Any amount not
paid when due shall  thereafter  bear  interest  until  paid at the rate  herein
before  specified,  plus  two  percent  per  annum.  Unless  Bank,  in its  sole
discretion,  may from  time to time  otherwise  direct,  all  payments  shall be
applied  first to payment  of accrued  interest,  and then to  reduction  of the
principal sum due hereunder.

      "Collateral"  as used herein shall mean all notes  payable to Maker by any
and all of its Subsidiaries which are listed on Exhibit D attached to the Senior
Lending  Agreement  described  below and all  other  Subsidiaries  as  otherwise
defined in said  Agreement,  and all payments  due,  instruments  payable to and
payment  intangibles of such  Subsidiaries from their customers and other assets
which have been assigned to Maker by such Subsidiaries pursuant to an Assignment
of Note  Payments and  Security  Agreement  dated  October 1, 2003 or in which a
security  interest  has been  granted  to UMB  Bank,  N.A.,  as  agent,  by such
Subsidiaries pursuant to a Security Agreement dated October 1, 2003.

      The  undersigned  Maker hereby  grants to Bank a security  interest in the
Collateral  for the  payment  of all  amounts  due  under  this note and for the
payment  of all  other  present  and  future  obligations  to the Bank  incurred
pursuant to the Senior Lending Agreement described below.

      The  Maker  will not  prepay  more  than  two  scheduled  payments  of the
principal amount of this note,  unless the Net Receivables owned by the Maker at
the end of any month  are less than 70  percent  of the  greatest  amount of net
consolidated  Net Receivables  outstanding at any quarter end during the term of
this note, except as otherwise provided under the provisions of paragraphs 1 and
6 of Section III of the Amended and Restated  Senior Lending  Agreement dated as
of October 1, 2003.

      This Note is the "Note" referred to in the "Credit  Facility Letter" dated
__________,  _______,  and is one of the  Amortizing  Notes  referred  to in the
Amended and Restated Senior Lending Agreement dated as of October 1, 2003, among
Maker, the Bank, and certain other financial institutions.

                               PIONEER FINANCIAL SERVICES, INC.
                               a Missouri Corporation (Maker)


                               By:_____________________________________

                               4700 Belleview, Suite 300
                               Kansas City, MO 64112
                               Tax Identification No. 44-0607504
Note No. ________

<PAGE>

                                                                       EXHIBIT C

                          SECURED SINGLE PAY TERM NOTE
                        PIONEER FINANCIAL SERVICES, INC.

$ __________________________ and interest        ___________________, __________

      FOR  VALUE  RECEIVED,   PIONEER  FINANCIAL  SERVICES,   INC.,  a  Missouri
corporation,  promises to pay to ______________________  (herein the "Bank"), or
order,  on the Single Pay Note Expiry Date shown in the Credit  Facility  Letter
described         below,         the         principal         amount         of
___________________________($________________)  or such lesser  aggregate amount
of advances as have been made by Bank  pursuant  to the Credit  Facility  Letter
described  below and which  remain  outstanding,  which  amount shall be due and
payable in lawful money of the United States of America in immediately available
funds.  Maker further  promises to pay interest and  principal  when due, to the
Bank at the Bank's office located at  ____________________  or such other office
of the Bank as the Bank may direct in writing.

      The undersigned  further  promises to pay interest on the unpaid principal
balance from the date hereof until paid in full at the rates and at the times as
follows:

      An advance will bear interest __________________________, as determined by
the Bank (on the  bases of a 365 day  year),  in its sole  discretion  for fixed
periods  selected by the Maker (but not to exceed the Expiry Date).  Interest is
payable monthly in arrears on the tenth day of each month, or on the date of any
payment or part  payment of any  advance.  Any amount which is not paid when due
hereunder  shall bear  interest  until paid in full at the Bank's  prime rate of
interest plus two percent per annum.

      "Collateral"  as used herein shall mean all notes  payable to Maker by any
and all of its Subsidiaries which are listed on Exhibit D attached to the Senior
Lending  Agreement  described  below and all  other  Subsidiaries  as  otherwise
defined in said  Agreement,  and all payments  due,  instruments  payable to and
payment  intangibles of such  Subsidiaries from their customers and other assets
which have been assigned to Maker by such Subsidiaries pursuant to an Assignment
of Note  Payments and  Security  Agreement  dated  October 1, 2003 or in which a
security  interest  has been  granted  to UMB  Bank,  N.A.,  as  agent,  by such
Subsidiaries pursuant to a Security Agreement dated October 1, 2003.

      The  undersigned  Maker hereby  grants to Bank a security  interest in the
Collateral  for the  payment  of all  amounts  due  under  this note and for the
payment  of all  other  present  and  future  obligations  to the Bank  incurred
pursuant to the Senior Lending Agreement described below.

      All advances  made by the Bank to the  undersigned  pursuant to the Credit
Facility  Letter  and  all  payments  and  prepayments  made on  account  of the
principal  balance  hereon may be recorded by the Bank on the  schedule  annexed
hereto; provided,  however, that the failure to make a notation shall not affect
the  obligation  of the  undersigned  hereunder  with  respect  to  payments  of
principal  or  interest  on this Note and  provided,  further,  that Bank  shall
provide a written  notice and  photocopy  of such  notations  simultaneously  to
Maker.

      The Maker may only  prepay an advance at the end of the  applicable  fixed
period  except as otherwise  provided  herein and except as  otherwise  provided
under the  provisions  of paragraph 1 of Section III of the Amended and Restated
Senior Lender Agreement dated as of October 1, 2003. In the event that the Maker
does repay an advance  on a day other than the last day of a fixed  period,  the
Maker shall promptly reimburse the Bank for all reasonably  demonstrated  losses
and expenses  incurred in liquidating or employing  deposits obtained from third
parties to make or maintain the advance or any part  thereof.  Amounts which are
repaid may be  re-borrowed,  subject to the terms and  conditions  of the Credit
Facility Letter.

      This Note is the "Note" referred to in the "Credit  Facility Letter" dated
___________, _______, and is one of the Single Pay Term Notes referred to in the
Amended and Restated Senior Lending Agreement dated as of October 1, 2003, among
Maker, the Bank, and certain other financial institutions.

EXPIRY DATE:__________         PIONEER FINANCIAL SERVICES, INC.
                               a Missouri Corporation (Maker)


                               By:_____________________________________

                               4700 Belleview, Suite 300
                               Kansas City, MO 64112
                               Tax Identification No. 44-0607504
Note No. ________

<PAGE>

                                                                       EXHIBIT D

             PIONEER FINANCIAL SERVICES SUBSIDIARY LISTING
                            (Operating Subsidiaries)
                              as of October 1, 2003



         Pioneer Military Lending, Inc., a Nebraska Corporation

               Pioneer Military Lending of Missouri, Inc.

               Pioneer Military Lending of Georgia, Inc.

            Military Acceptance Corporation of Nevada, Inc.

                Pioneer Military Lending of Nevada, Inc.

                  Pioneer Lending of Washington, Inc.


<PAGE>

                                                                       EXHIBIT E

                                     SECURED
                         SUBSIDIARY REVOLVING GRID NOTE

$______________________ and Interest               ____________________, _______

PAYMENTS, DISBURSEMENTS AND INTEREST
      FOR VALUE RECEIVED,  the undersigned  "Maker" promises to pay to the order
of Pioneer Financial Services, Inc., a Missouri corporation, (hereinafter called
"Lender"),  at its main  office,  on  demand,  but if no  demand is made then on
___________________, _____, the principal sum of _______________________________
or such other lesser  amount as shall be noted on the Schedule of  Disbursements
and Payments of Principal  included  herein or attached  hereto  pursuant to the
authority  set forth  herein,  together  with  interest on the unpaid  principal
balance  hereof from time to time  outstanding  from date(s) of  disbursement(s)
until paid,  at the rate of nine percent per annum with all interest  calculated
and payable monthly in arrears,  based on the month-end balance.  Unless Lender,
in its sole  discretion,  may from time to time otherwise  direct,  all payments
shall be applied first to payment of accrued interest,  and then to reduction of
the principal sum due hereunder.  This note shall bear interest after  maturity,
whether by reason of acceleration  or otherwise,  at a rate of interest equal to
two percent (2%) in excess of the rate stated above until paid in full, and such
interest  shall be  compounded  annually if not paid  annually.  Any part of the
outstanding  principal  balance hereof may be paid prior to maturity and if less
than the full amount due  hereunder is paid,  the  undersigned  may from time to
time until maturity receive,  but the Lender has no commitment to make,  further
disbursements  hereunder;   provided,  however,  the  aggregate  amount  of  all
principal amounts outstanding  hereunder shall at no time exceed the face amount
of this Note; and provided further,  that each and every disbursement made under
this Subsidiary Revolving Grid Note shall be at the Lender's sole discretion. In
the event the undersigned pays any part of the principal balance hereof prior to
maturity  or, in  accordance  with the terms  hereof,  receives  any  additional
disbursements of principal  hereunder,  the principal amount due hereunder shall
presumptively  be the last amount stated to be the Unpaid  Principal  Balance of
Note on the  Schedule  of  Disbursements  and  Payments  of  Principal,  and the
undersigned hereby  authorize(s) the Lender to make notations on the Schedule of
Disbursements  and Payments of Principal (or Lender's  computer-generated  grid)
from time to time to evidence payments and disbursements hereunder.

COLLATERAL
      The term "Collateral" as used herein includes (but without limitation) all
of the property listed below now owned and hereafter acquired,  all proceeds and
products thereof, and all accessions thereto.

      Description of Collateral:  All cash, deposit accounts,  notes receivable,
accounts,  accounts  receivable,  instruments,  Assignment  of Note Payments and
Security Agreement, payment intangibles, reserve for loss and dealer reserve for
loss.


                                     <PAGE>


GRANT OF SECURITY INTEREST
      The Maker hereby  grants to Lender a security  interest in the  Collateral
and pledges and assigns the  Collateral to Lender for the payment of all amounts
due under  this Note,  and all  renewals  and  extensions  thereof,  and for the
payment of all other  present and future  obligations  to the holder,  direct or
contingent,  secured or  unsecured,  whether or not due,  of Maker (all of which
amounts and obligations are hereinafter  referred to as "Secured  Obligations"),
and Lender may accordingly retain the Collateral or any part thereof as security
after the payment of all amounts due under this Note.  The Maker  agrees to give
to Lender  upon  Lender's  request,  from time to time,  such other and  further
security as Lender,  in its sole discretion,  may deem necessary or appropriate,
such additional security to become "Collateral" under the provisions hereof.

RIGHTS RESPECTING COLLATERAL
      After  maturity,  the  holder  may  (1)  transfer  all or any  part of the
Collateral  into the name of the holder  hereof or its nominee,  with or without
disclosing  that such  Collateral  is subject to the lien and security  interest
hereunder;  (2) notify the parties  obligated on any of the  Collateral  to make
payment to the holder hereof of any amounts due or to become due thereunder; (3)
enforce  collection of any of the Collateral by suit or otherwise and surrender,
release or exchange all or any part thereof, or compromise,  extend or renew for
any period  (whether or not longer than the  original  period) any  indebtedness
secured thereby; (4) take control of any proceeds of the Collateral; (5) endorse
any Collateral in the name of Maker whenever, in the opinion of the holder, such
endorsement may facilitate the handling of, or realization upon, the Collateral,
and an  irrevocable  power of attorney  therefor is hereby granted to the holder
hereof;  however,  any such action must comply fully with the Assignment of Note
Payments and Security  Agreement and the Senior  Lending  Agreement  executed by
Lender if holder is other than Lender.

      The Maker  hereby  agrees to take any and all steps  necessary to preserve
any rights in the  Collateral  against prior parties and the holder hereof shall
not be bound  to take  any such  steps.  Notwithstanding  any  other  provisions
herein, the Maker shall not give, transfer,  sell, encumber or otherwise dispose
of any of the Collateral,  or any interest  therein,  without  Lender's  advance
written consent.

ACCELERATION AND EVENTS OF DEFAULT
      Without  limitation on the demand  maturity of this Note,  the holder may,
without  demand or notice  of any kind,  declare  this Note and any other of the
Secured  Obligations  immediately  due and  payable in full at any time that the
holder deems itself insecure for any reason whatsoever in respect of any Secured
Obligation.  Upon the occurrence of any of the following events of default:  (1)
failure  of Maker to pay or  perform  any other  obligation  of the  Maker;  (2)
dissolution of, or termination of existence of the Maker; (3) the failure of the
Maker to pay debts as they mature;  (4)  appointment of a receiver of or for any
part of the property of the Maker, an assignment for the benefit of creditors by
the Maker; or the commencement of any proceedings under bankruptcy or insolvency
laws by or  against  the Maker then this Note and all other  obligations  of the
Maker to the holder  hereof  shall  immediately  become due and  payable in full
without notice or demand;  provided,  however,  that all such actions must be in
accordance with the Amended and Restated Senior Lending

                                        2

                                     <PAGE>


Agreement  dated as of October 1, 2003,  among Lender and certain  Banks therein
listed if holder is other than Lender.

MISSOURI LAW
      The  interpretation  of this instrument and the rights and remedies of the
parties hereto shall be governed by the laws of the State of Missouri.

COLLECTION EXPENSES
      To the extent  permitted by applicable law, the undersigned  agrees to pay
all  expenses  of the  holder  in  collecting  this  Note and  enforcing  rights
respecting  and  realizing  upon  any of the  Collateral,  including  reasonable
attorneys' fees.

NO WAIVERS
      Any failure by the holder hereof to exercise any right hereunder shall not
be construed as a waiver of the right to exercise the same or any other right at
any other time and from time to time thereafter.

HEADINGS
      All  headings  or  titles  appearing  in this Note are used as a matter of
convenience  only and shall not  affect  the  interpretation  of the  provisions
hereof.

ASSIGNMENT
      Lender may assign this Note  together with all  Collateral  and all rights
hereunder without notice to or consent of the undersigned.

Dated: ____________________               ____________________________________

                                          By:__________________________________
                                          Name:________________________________
                                          Title:_______________________________




                                        3

<PAGE>

                                                                       EXHIBIT F

                             CREDIT FACILITY LETTER

      The  undersigned  bank, as of the date hereof,  expects to offer a maximum
aggregate  credit facility of  ____________________  ($____________)  during the
next  twelve  (12)  months to  Pioneer  Financial  Services,  Inc.,  a  Missouri
corporation,  which shall be subject to all terms and conditions of that certain
Amended and Restated  Senior Lending  Agreement dated as of October 1, 2003 (the
"Agreement").  The terms hereof are hereby  incorporated  by reference  into the
Agreement, reference to which is made for a full statement of all terms thereof.
The specific terms of the Credit Facility are as follows:

      Lender:   ________________________________________
                ________________________________________
                ____________________________________(the "Bank")

      Borrower: Pioneer Financial Services, Inc.
                4700 Belleview, Suite 300
                Kansas City, Missouri 64112 (the "Borrower")

      Drawings: This Credit Facility is available through
                ________________, 20___ unless terminated
                earlier pursuant to the terms of the
                Agreement.  All proceeds will be transmitted
                to a specified bank and account number for
                the Borrower and initially that will be UMB
                Bank, N.A., in Account No. 9801049275.

      Facility: Revolving Grid Note:              _____________________________
                Revolving Grid Note Pricing:      _____________________________
                Revolving Grid Note Maturity:     _____________________________
                Amortizing Note(s) FundedL:       _____________________________
                Amortizing Note(s) Unfunded:      _____________________________
                Amortizing Note(s) Pricing:       _____________________________
                Single Pay Term Note Amount:      _____________________________
                Single Pay Term Note Expiry Date: _____________________________

      We  appreciate  this  opportunity  to provide  this  statement  of present
expectations in support of your financial  requirements.  Your acceptance of any
credit which may be extended by the undersigned constitutes a certification that
all warranties and representations in Section II of the Agreement are true as of
the date of the extension of any such credit and that Pioneer,  as of such date,
is not in default under the terms of such Agreement.  By delivery of this Credit
Facility  Letter to you, the undersigned  does not commit or otherwise  obligate
itself to extend to you any credit described in the Credit Facility.

                                        ____________________________________
                                        Bank Name

Dated: __________________________       By:     ____________________________
                                        Name:   ____________________________
Title: __________________________

<PAGE>

                                                                       EXHIBIT G

                        PIONEER FINANCIAL SERVICES, INC.
                            a Missouri corporation
              4700 Belleview, Suite 300, Kansas City, Missouri 64112

  Compliance Certificate for Amended and Restated Senior Lending Agreement
  ------------------------------------------------------------------------
                           Dated as of October 1, 2003
                           ---------------------------
                    Calculation Date: ______________________

        REQUIREMENTS AND LIMITATIONS
        ----------------------------
                                                      ACTUAL       PERMITTED
                                                      ------       ---------
(1)  Senior Indebtedness/Tangible Net Worth                        4.75 to 1
(2)  Senior Indebtedness/Net Receivable Ratio                         80%
(3)  Loans or advances to stockholders, officers or                $ 50,000
     employees
(4)  Indebtedness of Any Branch Over $250,000                      $250,000

        CAPITAL/RESERVE CALCULATION                                REQUIRED
        ---------------------------                                --------

(1)  Consolidated capital stock, preferred stock and earned
     surplus of the company
(2)  Unpaid balance on "270-day" delinquent accounts
(3)  Total  Required  Capital
(4)  Junior  Subordinated  Indebtedness
(5)  Senior Subordinated Indebtedness
(6)  Loan loss reserve
(7)  Dealer loss reserves

        SUBTOTAL

     Less: "90-day" recency delinquent
     accounts
     Tangible Net Worth
(8)  Delinquency Adjusted Capital
(9)  Loan Loss Reserve/Net Receivables
     Ratio

          INDEBTEDNESS  CALCULATION
          -------------------------
(1)  Short Term Notes due Bank
(2)  Short Term Notes due Affiliates
(3)  Short Term Notes due Others
(4)  Senior Term Notes

TOTAL SENIOR INDEBTEDNESS
TOTAL INDEBTEDNESS

                                     <PAGE>


      I, the undersigned  Chief Financial  Officer of the company,  hereby state
that the above  information is true and correct.  I am not aware of any Event of
Default on the above-referenced note that exists on the date this Certificate of
Compliance is signed.

________________________________________   Dated: _____________________________
Randy Opliger, Chief Financial Officer

<PAGE>

                                                                       EXHIBIT H

                              QUARTERLY CERTIFICATE
                 FOR THE CALENDAR QUARTER ENDED: _____________________

1. EXECUTED REVOLVING GRID NOTES:

        Bank                 Maximum Amount   Principal Amount   Note Numbers
                              Authorized         Outstanding
-----------------------------------------------------------------------------


2. EXECUTED AMORTIZING NOTES:

        Bank   Note No/Date Original Principal   Outstanding     Note Maturity
                                 Amount        Principal Amount      Date
-----------------------------------------------------------------------------


3. AMORTIZING NOTES B UNFUNDED EXPECTED AVAILABILITY

        Bank                                  Unfunded Amounts     Schedule
-----------------------------------------------------------------------------


4. EXECUTED SINGLE PAY TERM NOTES B UNFUNDED EXPECTED AVAILABILITY

        Bank    Note No/Date   Principal Amount  Maturity Date   Amount of
                                                                 Unfunded
                                                                 Expected
                                                               Availability
-----------------------------------------------------------------------------


      This     certificate    is    executed    this     __________    day    of
________________________,  _________  pursuant  to  paragraph  VIII(8)  of  that
certain  Amended and Restated  Senior Lending  Agreement  dated as of October 1,
2003.

                                PIONEER FINANCIAL SERVICES, INC.
                                a Missouri corporation

                                By:     ___________________________________
                                Name:   ___________________________________
                                Title:  ___________________________________

<PAGE>

                                                                       EXHIBIT I

                              FORM OF AMENDMENT TO

                           SENIOR LENDING AGREEMENT TO

                    ADD BANKS OR OTHER FINANCIAL INSTITUTIONS

Amendment No.______ to Senior Lending Agreement

      This  Amendment  to that  certain  Amended  and  Restated  Senior  Lending
Agreement  dated as of  October  1,  2003,  a copy of which is  attached  hereto
(hereinafter  referred  to as the  "Senior  Lending  Agreement")  is  made as of
____________,  200____ by and between all banks or other financial  institutions
which are,  as of the date  hereof,  parties to such Senior  Lending  Agreement;
Pioneer  Financial  Services,  Inc.  (hereinafter  referred to as "Pioneer") and
__________________,  a  ________________  corporation  with  offices  located at
_____________________________________ (hereinafter referred to as "New Bank").

      WHEREAS,  Pioneer has  requested  New Bank to extend  credit to it and New
Bank is willing to extend such credit; and

      WHEREAS,  Pioneer is prohibited from receiving credit from New Bank unless
New Bank becomes a party to the Senior Lending Agreement; and

      WHEREAS,  New  Bank  desires  to  become  a party  to the  Senior  Lending
Agreement.

      NOW,  THEREFORE,  in  consideration of the mutual agreement of the parties
hereto and for other good and valuable consideration, receipt of which is hereby
acknowledged, it is agreed by and between Pioneer, New Bank and all of the banks
and financial  institutions  which are presently  parties to the Senior  Lending
Agreement as follows:

      1. The Senior Lending  Agreement is hereby amended  pursuant to Section XI
thereof to add New Bank as a party thereto on the eleventh  (11th)  business day
following  delivery by Pioneer of a copy hereof executed by both Pioneer and New
Bank to each of the banks and financial institutions which are presently parties
to the  Senior  Lending  Agreement  if  none  of the  said  banks  or  financial
institutions  objects  to New  Bank  becoming  a  party  to the  Senior  Lending
Agreement.

      2. Upon the effective date hereof which shall be determined by paragraph 2
of Section XI of the Senior  Lending  Agreement,  New Bank agrees to be bound by
all terms and conditions of the Senior Lending Agreement and further agrees that
all credit  which is  extended  by New Bank to  Pioneer  shall be subject to all
terms and agreements of the Senior Lending Agreement.

      3. Section I of the Senior  Lending  Agreement is hereby  amended to add a
new paragraph numbered ____ which shall state the following: "___________" shall
mean _______________________ of ________________, __________________."

      4.  Paragraph  6 of Section I of the Senior  Lending  Agreement  is hereby
amended to add New Bank within the definition of "Banks".



<PAGE>


      5.  Paragraph 1 of Section XIV of the Senior  Lending  Agreement is hereby
amended to add the following:

           "_____________________
            _____________________
            _____________________".

      6. All terms of the Senior Lending  Agreement,  unless  expressly  amended
hereby,  shall remain in full force and effect as if this Amendment had not been
adopted.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Senior Lending Agreement as of the day and year first above written.

                               PIONEER FINANCIAL SERVICES, INC.
                               a Missouri corporation


                               By:      ________________________________
                               Name:    ________________________________
                               Title:   ________________________________


                               [___________________________________]


                               By:      _______________________________
                               Name:    _______________________________
                               Title:   _______________________________



                                       2

<PAGE>

                                                                       EXHIBIT J

                           ASSIGNMENT OF NOTE PAYMENTS
                             AND SECURITY AGREEMENT

     This Assignment of Note Payments and Security Agreement, is made as of this
1st day of October, 2003 by __________________ ("Assignor") to Pioneer Financial
Services, Inc. ("Assignee").

      In consideration  of the outstanding  indebtedness of Assignor to Assignee
and future loans which may be made by Assignee to Assignor,  this  Assignment of
Note Payments and Security Agreement is made to Assignee, and its successors and
assigns,  as  security  for the  payment of all loans from  Assignee to Assignor
whether now or hereafter  existing and for the performance and observance of all
other  obligations  of the  Assignor to the  Assignee  now existing or hereafter
created.  Assignor does hereby sell, assign,  transfer and set over to Assignee,
its  successors  and assigns,  and grant a security  interest to  Assignee,  its
successors  and assigns in all payments which are or may be due to Assignor from
Assignor's customers,  whether or not any of such obligations are evidenced by a
promissory note, together with all of Assignor's rights to collect such payments
at any time and from  time to time  hereafter,  all  promissory  notes and other
instruments  payable to Assignor and all payment  intangibles  of Assignor.  The
acceptance of this  Assignment  of Note Payments and Security  Agreement and the
collection of the payments and  obligations  of Assignor's  customers  shall not
constitute a waiver of any rights of the Assignee to the  Provisions of any note
given by  Assignor  to  Assignee  or any other  document  given by  Assignor  to
Assignee which evidences any obligation of Assignor to Assignee. After maturity,
whether by  acceleration or otherwise,  of any note or other  obligations of the
Assignor to the Assignee,  the  Assignee,  its  successors  or its assigns,  may
notify the customers of the Assignor which are obligated to make payments to the
Assignor to make all such payments directly to the Assignee or to its successors
or assigns,  as the case may be. The Assignee,  its successors and assigns,  may
enforce  collection  of any such  payments by suit or otherwise  and  surrender,
release or exchange all or any part of, or  compromise,  extend or renew for any
period (whether or not longer than the original period) any indebtedness of such
customers and an irrevocable power of attorney therefor is hereby granted to the
Assignee and each of its successors and assigns.

      Assignee,  its successors and assigns, shall not in any way be responsible
for the failure of the Assignor to perform any of the Assignor's  obligations to
its customers and Assignor hereby agrees to hold Assignee and its successors and
assigns  harmless  from any such  obligations,  none of which  are  accepted  by
Assignee, its successors and assigns.

      Assignor will,  upon the request of Assignee or its successors or assigns,
execute any and all other  instruments  and  documents  and do all other  things
necessary to further carry these  presents into effect,  to perfect the security
interests  granted  herein and to  accomplish  any other  purpose  necessary  or
appropriate  in  connection  with this  Assignment of Note Payments and Security
Agreement.

      The payment  obligations  of  Assignor's  customers  to it and any and all
notes or other  documents  evidencing  the same  shall  not at any time be sold,
assigned,  transferred  or set over by Assignor  nor shall  Assignor at any time
allow the same to become  subject  to any lien or  encumbrance  except a lien or
encumbrance  in favor of Assignee or its  successors or assigns or the banks and
financial  institutions  which are parties to that certain  Amended and Restated
Senior Lending  Agreement dated as of October 1, 2003,  between the Assignee and
such banks and financial institutions.

      Upon request,  Assignor  agrees to deliver into the possession of Assignee
all notes and other  documents  evidencing  all  obligations of its customers to
Assignor. The enforcement and implementation,  both presently and prospectively,
of this  Assignment  of Note  Payments and Security  Agreement by Assignee,  its
successors and assigns,  shall not, and Assignor  hereby  further  covenants and
agrees that the exercise of the rights of Assignee,  its successors and assigns,
under this Assignment of Note Payments and Security Agreement shall in no manner
be dependent upon,  affect,  impair or restrict the rights of the Assignee,  its
successors and assigns,  under any other document  evidencing any obligations of
Assignor to Assignee.



<PAGE>


     This Assignment of Note Payments and Security Agreement,  together with all
of the covenants and warranties herein contained,  shall inure to the benefit of
the  Assignee,  its  successors  and assigns,  and Assignee may  unconditionally
assign all of its rights  under this  Assignment  of Note  Payments and Security
Agreement  to any  person  or  entity at any time  without  any prior  notice to
Assignor.  Upon any assignment of the rights of Assignee hereunder to any person
or  entity,  any such  person  or  entity  receiving  the  assignment  of all of
Assignee's  rights hereunder shall be entitled to  unconditionally  exercise all
rights of Assignee  hereunder  and  receive  all  benefits  which  Assignee  was
previously entitled to receive hereunder.

      This Assignment of Note Payments and Security Agreement may be executed in
any number of counterparts, each of which, when so executed and delivered, shall
be deemed to be an original and all of which counterparts,  when taken together,
shall constitute but one and the same agreement.

      This Assignment of Note Payments and Security Agreement shall be deemed to
be made under and shall be  interpreted  under the laws of the State of Missouri
and  Assignee  shall  have all of the  rights  of a secured  creditor  under the
Uniform Commercial Code as in effect now or hereafter in the State of Missouri.

      IN WITNESS  WHEREOF,  Assignor has caused this Assignment of Note Payments
and Security  Agreement  to be duly  executed as of the day and year first above
written.

                                ASSIGNOR:

                                By:     _________________________________
                                Name:   _________________________________
                                Title:  _________________________________

     The undersigned,  Pioneer Financial  Services,  Inc., accepts the foregoing
Assignment of Note Payments and Security  Agreement on the terms and  conditions
stated therein as of this 1st day of October, 2003.

                                PIONEER FINANCIAL SERVICES, INC.
                                a Missouri corporation
                                (ASSIGNEE)


                                By:     _________________________________
                                Name:   _________________________________
                                Title:  _________________________________


     Pioneer Financial Services, Inc. hereby assigns all of its rights hereunder
as of this 1st day of October,  2003,  to UMB Bank,  N.A., as Agent of all banks
and  financial  institutions  which are  parties  to that  certain  Amended  and
Restated Senior Lending Agreement dated as of October 1, 2003.

                                PIONEER FINANCIAL SERVICES, INC.
                                a Missouri corporation


                                By:     _________________________________
                                Name:   _________________________________
                                Title:  _________________________________



                                       2

<PAGE>



                                                                       EXHIBIT K

                                OTHER SENIOR DEBT


NON-CONFORMING  TO  AMENDED  AND  RESTATED  SENIOR LENDING AGREEMENT DATED AS OF
OCTOBER 1, 2003.

(Complete  listing  of  financial  institutions  not adopting the Senior Lending
Agreement.)




      There  is  no other Senior Debt which is non-conforming to the Amended and
      Restated Senior Lending Agreement.


<PAGE>
                                                                       EXHIBIT L

                               OPINION OF COUNSEL

                 [omitted; a copy will be provided upon request]
<PAGE>


                                                                       EXHIBIT M

                                FORM OF DEBENTURE



              Incorporated Under The Laws Of The State Of Missouri

                        PIONEER FINANCIAL SERVICES, INC.

                          Junior Subordinated Debenture

Amount $                                        No.
        ----------------------------------           -------------------------

Registered Owner:

     For value  received,  Pioneer  Financial  Services,  Inc.  (the  "Company")
promises to pay to the  Registered  Owner or  registered  assigns the  principal
amount  of  ____________  thousand  dollars  ($__________)  on or  prior  to the
Maturity  Date,  and to pay interest  thereon at the rate of ___% per annum from
the Issue Date hereof,  or from the most recent date to which  interest has been
paid, all as follows:

------------------------------------------------------------------------------
Issue      Principal               Maturity    Interest   Interest    Interest
Date       Amount        Term        Date        Rate        Due       Payment

------------------------------------------------------------------------------

     The Debentures are issuable only as registered  Debentures  without coupons
in denominations of one thousand  dollars  ($1,000.00) or any multiple  thereof.
The holder of this  Debenture  may elect  either:  (i) to have  interest  on the
Principal  Amount  compound on each  anniversary of the Issue Date until paid in
full on the Maturity Date; (ii) to receive the Interest Payment in cash annually
on the anniversary of the Issue Date; or (iii) if the original  Principal Amount
of this  Debenture  exceeds ten  thousand  dollars  ($10,000.00),  in return for
one-half  of one  percent  (.5%)  reduction  in the  Interest  Rate,  to receive
one-twelfth (1/12) of the Interest Payment in cash monthly. Interest payable for
any month or portion of a month will be  computed  on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.

     Annual Interest  Payments will be made no later than the anniversary of the
Issue Date. Each monthly Interest Payment  installment or portion thereof,  will
be made no later than the last day of each month. Notwithstanding the foregoing,
the Company may elect in its sole and absolute  discretion  to make any interest
payment prior to the date it becomes due without penalty or premium of any kind.
If the term of this Debenture is not  automatically  renewed as provided  below,
payment of the Principal  Amount and any earned but unpaid interest will be made
no later than the Maturity  Date. At the election of the Company,  such payments
may be deposited in the United States mail,  postage  prepaid,  addressed to the
holder of this Debenture at the address  appearing  upon the Debenture  register
maintained by the Registrar at the close of business ten (10) days prior to such
payment date. Payment of the principal of and interest on this Debenture will be
made at the office of the Paying  Agent in such coin or  currency  of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private  debts.  In the event that any date on which  principal of or
interest on this  Debenture  is payable is a Saturday or Sunday or day that is a
legal  holiday in the city of Kansas City,  Missouri or the state of Missouri (a
"Legal Holiday"), then such payment will be made on the


<PAGE>

next succeeding day which is not a Legal Holiday,  without any interest or other
payment in respect of such  delay,  with the same  effect as if made on the date
the payment was originally payable.

     This Debenture will automatically renew for additional terms, each equal in
length to the original term,  unless the registered holder has requested payment
in writing  on or prior to the  twentieth  (20th)  day after a Maturity  Date or
unless the Company determines not to renew this Debenture. Interest for the term
of each  renewal  will accrue at the rate  offered at the time of renewal by the
Company on newly issued  Debentures  of like  denomination  and  maturity.  This
Debenture may not be extended or refunded.

     All or any portion of this  Debenture is subject to redemption at any time,
upon notice as provided in the  Indenture,  at the election of the  Company,  at
100% of the principal  amount so called for  redemption,  together with interest
accrued  to the date  fixed for  redemption,  payable  on the  surrender  of the
Debenture for redemption.  Debentures, or portions thereof, for which redemption
and payment  provision is made in accordance  with the  Indenture  will cease to
bear interest from and after the date fixed for redemption. If this Debenture is
redeemed in part only,  a new  Debenture  for the portion not  redeemed  will be
issued in the name of the holder on the cancellation of this Debenture.

     This  Debenture is one of a duly  authorized  issue of Junior  Subordinated
Debentures  of the Company  (the  "Debentures")  issued under and subject in all
respects  to  the  terms  of  an  Indenture  dated  as  of  May  12,  2003  (the
"Indenture"),  between the  Company  and U.S.  Bank,  National  Association,  as
Trustee  (the  "Trustee").  Reference  is hereby made to the  Indenture  and all
supplemental indentures for a statement of the respective rights of the Company,
the  Trustee,  the agents of the  Company and the Trustee and the holders of the
Debentures.  All capitalized terms used, but not defined, in this Debenture have
the  meanings  assigned to them in the  Indenture.  No  reference  herein to the
Indenture and no provision of this Debenture or of the Indenture  shall alter or
impair the obligation of the Company,  which is absolute and  unconditional,  to
pay the  principal  of and  interest  on this  Debenture  in the  manner  herein
prescribed.

     As provided in the Indenture,  this Debenture is  transferable  only on the
Debenture register maintained by the Registrar, upon surrender of this Debenture
for transfer at the office of the Registrar, duly endorsed by, or accompanied by
a written  instrument of transfer in a form  satisfactory to the Company and the
Registrar  duly executed by, the  registered  holder hereof or his attorney duly
authorized in writing, a copy of which  authorization must be delivered with any
such  instrument  of transfer,  and  thereupon  one or more new  Debentures,  of
authorized  denominations and for the same aggregate  principal amount,  will be
issued to the designated transferee or transferees. A service fee may be charged
to replace a lost or stolen Debenture,  to transfer this Debenture or to issue a
replacement payment check. The Company, the Trustee and any agent of the Company
or the Trustee may treat the person in whose name this  Debenture is  registered
as the owner hereof for the purpose of receiving  payment as herein provided and
for all other purposes,  and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

     The  Company  currently  serves  as  Registrar  and  Paying  Agent  for the
Debentures.

     If this Debenture is issued in the names of holders as joint  tenants,  the
Registrar may transfer or  re-register  the ownership of this Debenture upon the
signature of one such joint tenants, and the Company, the Registrar, the Trustee
and any agent of the Company,  Registrar  or the Trustee  shall not be liable to
the other  joint  tenants  for any  change  of  registration  or other  transfer
effected upon the signature of one of such joint tenants.

     Each holder of this  Debenture  agrees that the  indebtedness  evidenced by
this  Debenture is  subordinated  in right of payment,  to the extent and in the
manner  provided in the  Indenture,  to the prior  payment in full of all Senior
Indebtedness,  whether outstanding on the date hereof or hereafter incurred. The
Indenture generally defines Senior Indebtedness as all outstanding  Indebtedness
for borrowed money (present or future) created,  incurred, assumed or guaranteed
by the Company (and all renewals,  extensions or refundings  thereof),  which is
(i) not  expressly  subordinate  or  junior  to any  other  Indebtedness  of the
Company;  (ii) which is  expressly  subordinate  and junior to the  Indebtedness
described  in clause (i) but not to any other  Indebtedness  of the  Company and
(iii) which is expressly subordinate and junior to the Indebtedness described in
clauses (i) and (ii) but not to any other Indebtedness of the Company.

                                       2

<PAGE>

     If an  Event  of  Default,  as  defined  in the  Indenture,  occurs  and is
continuing,  the  principal  of and accrued  interest on all  Debentures  may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.  The Indenture generally provides that an Event of Default occurs if:
(i) the Company fails to pay any installment of interest on a Debenture when the
same  becomes due and payable and the failure to pay  continues  for a period of
ten (10) days after  receipt of written  notice from the holder of the Debenture
or the Trustee;  (ii) the Company  fails to pay the  principal of any  Debenture
when the same becomes due and payable at maturity, upon redemption or otherwise,
and the failure to pay  continues for a period of ten (10) days after receipt of
written  notice  from the  holder of the  Debenture  or the  Trustee;  (iii) the
Company becomes  subject to certain events of bankruptcy or insolvency;  or (iv)
the  Company  fails  to  comply  with any of its  other  agreements  in,  or the
provisions  of, the  Debenture or the Indenture and such failure is not cured or
waived within sixty (60) days after receipt by the Company of a specific written
notice  from the  Trustee or the  holders of at least a  majority  in  principal
amount of the then outstanding Debentures.

     As permitted in the  Indenture,  the  Indenture,  other than  subordination
provisions, may be amended and the rights and obligations of the Company and the
rights of the holders of the Debentures under the Indenture modified at any time
by the  Company  with the  consent of the  Trustee  and holders of a majority in
principal amount of the then outstanding Debentures. The Company and the Trustee
may not modify the Indenture  without the consent of each holder affected if the
modification  (i)  affects  the terms of payment  of, the  principal  of, or any
interest on, any Debenture; (ii) changes the percentage of Debenture holders who
consent to a waiver or modification as required; (iii) affects the subordination
provisions of the Indenture in a manner that adversely  affects the right of any
holder;  or (iv) waives any Event of Default in the payment of principal  of, or
interest on, any Debenture.

     As  permitted  by the  Indenture,  the Trustee and holders of a majority in
principal amount of the then outstanding Debentures, on behalf of the holders of
all Debentures,  may waive compliance by the Company with certain  provisions of
the  Indenture  and  certain  past  defaults   under  the  Indenture  and  their
consequences,  except an Event of Default  in the  payment  of  principal  or of
interest on the Debentures.

     References  hereby made to the further  provisions  of this  Debenture  set
forth on the  reverse  side  hereof,  which  further  provisions  shall  for all
purposes have the effect as if set forth in this place.

     This  Debenture,  including  the  validity  hereof,  will be  construed  in
accordance with and governed by the laws of the state of Missouri.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed.

                                  PIONEER FINANCIAL SERVICES, INC.
                                  Kansas City, Missouri


                                  By:
                                      -----------------------------------------
                                     (Authorized Officer)

Attest:

                                       3

<PAGE>

     This Debenture is transferable only on the books of and by any joint tenant
presenting the original Debenture at the Office of:

           Pioneer Financial Services, Inc.

           4700 Belleview, Suite 300

           Kansas City, Missouri  64112-1359

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM -        as tenants in common      UNIF GIFT MIN ACT

TEN ENT -        as tenants by the
                 entireties
                                           --------------- Custodian-----------
                                                (Minor)                 (Cust)

JT TEN -         as joint tenants with     Under Uniform Gift to Minors
                 right of survivor ship    Act of
                 and not as tenants in            ------------------------------
                 common                                        (State)

TOD -            transfer on death
                 direction in event of
                 owner's death, to person
                 named on face subject to
                 TOD rules referenced


     Additional abbreviations may also be used though not in the above list.

CERTIFICATE TRANSFERS AND REDEMPTIONS

FOR VALUE RECEIVED the undersigned hereby:

/   /   Sells, assigns and
        transfers unto        ------------------------------------------------
                              (Name and Address of Assignee, Including  Zip
                              Code, Must Be Printed or Typewritten)


                              -----------------------------------------------
                              the within Certificate, and all rights
                              thereunder, hereby irrevocably constituting and
                              appointing William D. Sullivan [or Donald D.
                              Heriford] Attorney to transfer said Certificate
                              on the books of the registrar, with full power
                              of substitution in the premises.

                         /         /            Please Insert Social Security
                                                or Other Identifying Number
                                                of New Order


/   /   Permanently Changes
        the Name(s) or
        or Registration           OLD NAME(Registration):
                                                         ----------------------
                                  NEW NAME (Registration):
                                                         ----------------------

/   /   Surrendering the
        Certificate at Maturity   Please Send Check to:
        for Payment
                                                -------------------------------
                                                -------------------------------

DATED:
       ---------------------------


<page>

X                                    Subscribed and sworn to before me
 ----------------------------------  this __ day of __________, 20____.
                Registered Owner

X
 ----------------------------------  --------------------------------(SEAL)
                Registered Owner

X
  ---------------------------------  Notary Public My Commission Expires
                Registered Owner
                                     ------------------------------------

NOTICE:  The  signature  must  correspond  with the name as it appears upon the
face  of  the   Certificate  in  every   particular,   without   alteration  or
enlargement or any change whatever.


<PAGE>
                                                            EXHIBITS N, O and OO

Exhibits N, O and OO are omitted and are merely forms of a financing statement
(i) filed with the Missouri Secretary of State naming, the registrant as the
debtor, (ii) naming each subsidiary of the registrant, except Pioneer Military
Insurance Company, as a debtor and filed with the Secretary of State of
subsidiaries respective state of incorporation, and (iii) naming each subsidiary
of the registrant, except Pioneer Military Insurance Company, as a debtor,
except Pioneer Military Insurance Company, as a debtor and filed with the
Secretary of State of their respective state of incorporation. Copies of these
forms will be provided upon request.

<PAGE>

                                                                       EXHIBIT P

                               SECURITY AGREEMENT


This  Security  Agreement,  is  made  as of this  1st  day of  October,  2003 by
_______________________________  ("Assignor") to UMB Bank, N.A.  ("Assignee") as
Agent of all banks and financial  institutions which are parties to that certain
Amended  and  Restated  Senior  Lending  Agreement  dated as of  October 1, 2003
described below.

In  consideration  of  the  outstanding  indebtedness  of  Assignor  to  Pioneer
Financial  Services,  Inc.  ("Pioneer")  and future  loans  which may be made by
Assignee or any Bank (as  defined  below) to  Pioneer,  some of the  proceeds of
which will be used to fund the operations of Assignor,  this Security  Agreement
is made to Assignee, and its successors and assigns, as security for the payment
of all loans made to  Pioneer  by  Assignee  and all other  banks and  financial
institutions  (the  "Banks")  which are  parties  to that  certain  Amended  and
Restated  Senior  Lending  Agreement  dated as of  October  1, 2003 by and among
Pioneer,  Assignee and the Banks,  whether now or hereafter existing and for the
performance  and observance of all other  obligations of Pioneer to the Assignee
and the Banks now  existing or  hereafter  created.  Assignor  does hereby sell,
assign,  transfer and set over to Assignee,  its successors and assigns, and the
Banks and grant a security interest to Assignee,  its successors and assigns and
the Banks in all payments  which are or may be due to Assignor  from  Assignor's
customers,  whether or not any of such obligations are evidenced by a promissory
note,  together  with all of  Assignor's  rights to collect such payments at any
time and from time to time hereafter, all promissory notes and other instruments
payable to Assignor and all payment  intangibles of Assignor,  all cash, deposit
accounts, notes receivable, accounts, accounts receivable, reserves for loss and
dealer reserves for loss of Assignor.  The acceptance of this Security Agreement
and the collection of the payments and obligations of Assignor's customers shall
not  constitute a waiver of any rights of the Assignee to the  provisions of any
note given by  Assignor  to Pioneer or any other  document  given by Assignor to
Pioneer which  evidences any obligation of Assignor to Pioneer.  After maturity,
whether  by  acceleration  or  otherwise,  of any note or other  obligations  of
Pioneer to Assignee,  the Assignee, its successors and its assigns, as Agent for
the Banks,  may notify the customers of the Assignor which are obligated to make
payments to the Assignor to make all such  payments  directly to the Assignee or
to its  successors or assigns as the case may be. The Assignee,  its  successors
and assigns, as Agent for the Banks, may enforce collection of any such payments
by suit or otherwise and  surrender,  release or exchange all or any part of, or
compromise,  extend or renew for any  period  (whether  or not  longer  than the
original period) any indebtedness of such customers and an irrevocable  power of
attorney  therefor is hereby  granted to the Assignee and each of its successors
and assigns, as Agent for the Banks.

Assignee,  its successors and assigns,  shall not in any way be responsible  for
the failure of the Assignor to perform any of the Assignor's  obligations to its
customers and Assignor  hereby agrees to hold  Assignee and its  successors  and
assigns  harmless  from any such  obligations,  none of which  are  accepted  by
Assignee, its successors and assigns.

Assignor  will,  upon the  request of  Assignee  or its  successors  or assigns,
execute any and all other  instruments  and  documents  and do all other  things
necessary to further carry these  presents into effect,  to perfect the security
interests  granted  herein and to  accomplish  any other  purpose  necessary  or
appropriate in connection with this Security Agreement.

The payment  obligations of Assignor's  customers to it and any and all notes or
other  documents  evidencing  the same shall not at any time be sold,  assigned,
transferred  or set  over  by  Assignor  except  to  Pioneer,  Assignee  and its
successors  and assigns  and the Banks nor shall  Assignor at any time allow the
same to become subject to any lien or  encumbrance  except a lien or encumbrance
in favor of Assignee or its successors or assigns, Pioneer and the Banks.



<PAGE>


Upon  request,  Assignor  agrees to deliver into the  possession of Assignee all
notes and  other  documents  evidencing  all  obligations  of its  customers  to
Assignor. The enforcement and implementation,  both presently and prospectively,
of this Security Agreement by Assignee,  its successors and assigns,  shall not,
and Assignor hereby further covenants and agrees that the exercise of the rights
of Assignee,  its successors and assigns, under this Security Agreement shall in
no manner be  dependent  upon,  affect,  impair or  restrict  the  rights of the
Assignee,  its successors and assigns,  under any other document  evidencing any
obligations  of  Assignor or Pioneer to Assignee  and the Banks.  This  Security
Agreement,  together with all of the covenants and warranties  herein contained,
shall inure to the benefit of the Assignee,  its successors and assigns, and the
Banks,  and  Assignee  may  unconditionally  assign all of its rights under this
Security  Agreement to any person or entity at any time without any prior notice
to  Assignor.  Upon any  assignment  of the rights of Assignee  hereunder to any
person or entity,  any such person or entity  receiving the assignment of all of
Assignee's  rights hereunder shall be entitled to  unconditionally  exercise all
rights of Assignee  hereunder  and  receive  all  benefits  which  Assignee  was
previously entitled to receive hereunder.

This Security  Agreement may be executed in any number of counterparts,  each of
which, when so executed and delivered, shall be deemed to be an original and all
of which  counterparts,  when taken together,  shall  constitute but one and the
same agreement.

This  Security  Agreement  shall  be  deemed  to be  made  under  and  shall  be
interpreted  under the laws of the State of Missouri and Assignee shall have all
of the rights of a secured  creditor  under the  Uniform  Commercial  Code as in
effect now or hereafter in the State of Missouri.

IN WITNESS  WHEREOF,  Assignor  has caused this  Security  Agreement  to be duly
executed as of the day and year first above written.

                                     ASSIGNOR:


                                     By:   ___________________________________
                                     Name: ___________________________________
                                     Title:___________________________________


The undersigned,  UMB Bank, N.A., as Agent for the Banks,  accepts the foregoing
Security Agreement on the terms and conditions stated therein as of this 1st day
of October, 2003.

                                     UMB BANK, N.A.
                                     (ASSIGNEE)


                                     By:   ___________________________________
                                     Name: ___________________________________
                                     Title:___________________________________