August  15,  1996



Mr.  C.  Fred  Jackson
93  Alexandria  Way
Basking  Ridge,  NJ  07920

Dear  Fred:

It  is with pleasure that we provide you this offer of employment with Jayhawk
Acceptance  Corporation  to  be  our new Chief Financial Officer.  I feel that
your  acceptance  today launches a new era for Jayhawk.  The synergy resulting
from  your participation on the senior management team suggest dynamic results
--  mutually  rewarding  for  each  of us, individually, and for the business.

Your  starting  12-month  base  salary will be $180,000, and is payable on the
15th and the last working day of each month.  In addition to your base salary,
you will be provided a bonus plan based on Company and individual performance.
 Awards  are made annually, shortly after the completion of the calendar year,
ending  December 31.  For our calendar year ending December 31, 1996, you will
be  guaranteed  a  bonus  award  of  $50,000.

On  the  date  your  employment  commences,  Jayhawk will grant you options to
purchase  20,000  shares  of  Jayhawk  Acceptance  Corporation stock under the
Company's  Stock Option Plan.  These options, granted to you on your first day
of  employment  with  Jayhawk, will be granted at the strike price of the fair
market  value of Jayhawk Acceptance Corporation stock on the date on which you
execute  this  letter,  and  will vest immediately.  Additionally, you will be
granted  options to buy 30,000 shares of stock, granted at the strike price of
the  fair  market value of Jayhawk stock on the date on which you execute this
letter  --  vesting at a rate of 20% per year.  You will be granted options to
buy 20,000 shares of Jayhawk stock, at minimum, for 1997 -- vesting at 20% per
year  from  your  date  of  employment.

Jayhawk  will  also  provide  a relocation package for your move to the Dallas
area.  This package consists of house hunting trips, temporary housing through
December,  1996,  if  necessary,  and movement of household goods.  All moving
expenses  will  be  grossed up, in order to avoid the payment of taxes on your
part.

<PAGE>
Mr.  C.  Fred  Jackson
August  15,  1996
Page  2




For  two  years  from  the  date of your employment, should your employment be
terminated by Jayhawk for any reason other than Cause*, or if you are asked to
take  a  reduction  in  wages, or your position is eliminated of significantly
downgraded, you will receive 12 months base salary.  Furthermore, in the event
that Jayhawk experiences a "change in control," resulting in a material change
to  your  job function, you will receive 12 months total compensation.  In any
of  the  circumstances described above, the Company would maintain your health
and  welfare  benefits  for  the  same  period.    Should  your  employment be
terminated  as  a  result  of certain "changes in control" of the Company, all
unvested  stock options will vest immediately, in accordance with the terms of
the  Plans.   In the event you are terminated for any reason other than Cause*
or  a  "change  in control**," all options would be treated in accordance with
the  terms  of  the  Stock  Plans.

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

I  am  excited  and  happy  about  the successful future that your appointment
suggest  for  all of us.  Mike Smartt and Carl Westcott join me and the entire
management  team  of  Jayhawk  in  welcoming  you.

Sincerely,


/s/ Richard B. Hoffman
Richard  B.  Hoffmann
President

/lb

Enclosures



     Accepted  By:_/s/ C. Fred Jackson_______
     Date:_8/16/96________________


<PAGE>
Mr.  C.  Fred  Jackson
August  15,  1996
Page  3


                            Offer Letter Footnotes


*          Termination for "Cause" shall mean Jayhawk Acceptance Corporation's
("Company") termination of your employment due to:  a) consistent and material
violation  of  Company's policies or procedures;  b) material violation of any
material  law,  rule  or  regulation;  c) conduct involving moral turpitude or
adverse  to  the  public  image  of  the  Company;   d) action in the aid of a
competitor,  vendor  or  supplier  of  the  Company to the disadvantage of the
Company;  e) material misrepresentation or false statements on any document to
Company  in connection with your hiring or the commencement of your employment
with  the Company;  f) misappropriation of funds or assets of the Company;  g)
willful  refusal  to perform your duties or to comply with Company's direction
or  instructions.

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