AGREEMENT

     This  Agreement  dated October 1, 1996, by and between NationsBank of
Texas,  N.A.  (the  "Bank")  and  Jayhawk Medical Acceptance Corporation(the
"Borrower");

     Whereas,  Borrower desires to obtain a loan (together with all extensions
and  renewals  thereof  hereafter  referred to as the "Loan") in the amount of
$15,000,000.00 from Bank in order to provide funds for start-up of consumer
finance  company  specializing  in loans to individuals for elective surgery;
and

Whereas,  Bank  is  willing  to grant the Loan provided Borrower agrees not to
encumber  certain  real  or  personal  property;

     Now,  therefore,  for and in consideration of the Loan made or to be made
by  Bank  to  Borrower,  and  for  other good and valuable considerations, the
receipt  and  sufficiency of which is hereby acknowledged by both Borrower and
Bank,  the  parties  hereto  do  agree  as  follows:

     1.   Property.  Borrower hereby agrees that, for so long as any part of
the  Loan  remains  outstanding, that it will not, without first obtaining the
prior written consent of Bank, create or permit any lien, encumbrance, charge,
or  security  interest  of  any  kind  to  exist  on:

     Accounts:          Any and all accounts and other rights of Debtor to the
payment  for  goods  sold  or  leased  or for services rendered whether or not
earned  by  performance,  contract  rights, book debts, checks, notes, drafts,
instruments,  chattel  paper,  acceptances,  and    any and all amounts due to
Debtor  from  a  factor  or  other  forms  of obligations and receivables, now
existing  or  hereafter  arising  out  of  the  business  of  Debtor.

     2.    Recording.  Bank is hereby authorized and permitted to cause this
instrument  to  be  recorded  at  such  time and at such place as Bank, at its
option,  may  elect.

     3.    Representations  and Warranties of Borrower.  Borrower represents
and  warrants  to  Bank  as  follows:

     (i)  That Borrower owns the real or personal property referenced         
above  and  there  are  no  existing  liens  or  encumbrances upon or         
affecting  such  property.

     (ii)Borrower is a (corporation)duly organized and validly existing and in
good  standing  under  the  laws of the State of Texas and has all requisite
power  and  authority  to  enter  into  this  Agreement.

    (iii)The execution and delivery by Borrower of this agreement and         
the  note    (the  "Note")  evidencing  the  Loan  and  the performance of the
respective  obligations  hereunder  and thereunder have been duly authorized. 
This Agreement and the Note constitute the legal, valid and binding obligation
of  Borrower  enforceable  in  accordance with their terms.  The execution and
delivery  of  this  Agreement  and the compliance  with the provisions thereof
will not conflict with or constitute a breach of, or default under, any of the
provisions  of  any  other  agreement  to  which  the  Borrower  is  a  party.

   (iv)The continued validity in all respects of the aforesaid representations
and warranties shall be a condition precedent to Bank's obligation to fund the
Loan.    If  any of the representations and warranties shall not be correct at
the  time  the  same is made or at the time a request for an advance under the
Loan  is made, Bank will be under no obligation to make any such advance under
the  Loan.

     4.  Reporting.    Borrower  hereby  agrees to furnish to Bank quarterly
accounts receivable agings summaries to Bank within 30 days after the close of
each  quarter  of  each  fiscal  year.

     5.    Default.  Any failure of the Borrower to comply with the terms of
this  Agreement  shall  constitute  an  event  of  default under the documents
evidencing  the Loan and the Borrower agrees that in such event the Bank shall
have  the  right in addition to such other remedies as may be available to it,
to  injunctive  relief  enjoining such breach of the Agreement and neither the
Borrower,  its officers, directors, employees, agents or representatives shall
urge  that  such  remedy  is not appropriate under the circumstances, it being
expressly  acknowledged  by the Borrower that such action shall cause the Bank
irreparable  damage  for  which  legal  remedies are inadequate to protect the
Bank.

     6.   Termination.  This Agreement shall remain in full force and effect
until  the  Loan  described  above  shall  have  been  paid  in  full.

     In  witness  whereof, the parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives.

                         Jayhawk  Medical  Acceptance  Corporation


                         By:/s/  Michael  I.  Smartt

                         Name:Michael  I.  Smartt

                         Title:          Chairman,  CEO


          NationsBank  of  Texas,  N.A.

                         By:/s/  Thomas  C.  Goyne

                         Name:    Thomas  C.  Goyne

                         Title:    Vice  President



State  of  Texas
County  of    Dallas_______________________

Personally  appeared  before  me, the undersigned, Notary Public, _Michael  I.
Smartt____________________________________,  with  whom  I  am  personally
acquainted,  and  who  acknowledged that he/she executed the within instrument
for  the  purposes  therein  contained.

Witness  my  hand,  at  office,  this  _11__ day of October_________, 1996___.

                                   /s/  Linda  Berneburg_______________
                                   Notary  Public

                                   Commission  expires:12-15-99_____