<PAGE>

                                                           EXHIBIT 10.1

                         EAGLE ACQUISITION SERVICES L.L.C.
                                152 West 57th Street
                             New York, New York  10019
                             Telephone:  (212) 757-8966
                            Telecopier:  (212) 757-8972

                                   August 6, 1998


Board of Directors

Eagle Finance Corp.
1425 Tri-State Parkway, Suite 140
Gurnee, Illinois 60031

Gentlemen:

       This letter sets forth the principal terms on which Eagle Acquisition 
Services L.L.C. ("EASC"), through a newly-formed subsidiary of EASC ("New 
Eagle"), would acquire certain of the assets, and assume certain of the 
liabilities, of Eagle Finance Corp. (the "Company").

       1.FORM OF TRANSACTION, CONSIDERATION AND OTHER TERMS.

       (a) FORMATION OF TRANSACTION.  Subject to the terms and conditions set
forth herein, EASC proposes to effect a transaction pursuant to which New Eagle
would purchase, free and clear of all liens, claims and other encumbrances of
any kind, the following assets owned by the Company (collectively, the
"Assets"):

              (i)    all furniture, fixtures, equipment, supplies and other
                     tangible personal property owned by the Company and used in
                     the operation of the Company's automobile finance business
                     (the "Business") and the right to receive all utility and
                     rent deposits related to the Office Leases (as such term is
                     defined below);

              (ii)   all books, records, customer lists and similar data used in
                     the Business (which books and records shall not include the
                     corporate books and records of the Company);

              (iii)  all leases (the "WPT Leases") between the Company and
                     Wonderlic Personal Test, Inc. ("WPT");

              (iv)   the rights under the agreement between WPT and the Company
                     relating to the Eagle Credit Index;

              (v)    the leases of the Company's offices in Gurnee, Illinois and
                     Tampa, Florida (the "Office Leases"); and

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              (vi)   all tradenames, copyrights and other intellectual property
                     rights of any kind owned by the Company and used in the
                     Business (some of which, at the option of New Eagle, may be
                     placed in a third party escrow).

In addition, the Company and EASC acknowledge the significant value of the 
Company's rights under the servicing agreement (including the rights under 
related asset purchase agreements) with General Electric Capital Corporation 
(the "GECC Agreements").  The Company and EASC agree to take appropriate and 
reasonable actions to preserve such value including either entering a 
sub-servicing arrangement (as contemplated in the Servicing Agreement 
referenced in subsection (e) below with, or assigning to, New Eagle the 
Company's rights (subject to related obligations and together with the 
off-balance sheet reserves associated therewith).  Any such sub-servicing 
arrangement or assignment shall provide that an agreed upon portion of any 
amounts realized by New Eagle (as servicing fees or otherwise) on any such 
reserves (referred to herein as the "GECC Reserve Participation") shall be 
paid to the Company after receipt thereof by New Eagle during the 12 months 
following the Closing and on an agreed upon accelerated basis for amounts due 
after the June 30, 1999.  In this regard, the parties anticipate that New 
Eagle would provide to the Company a proposal relating to such accelerated 
payment no later than March 31, 1999.  

It is understood and agreed by the parties that the Assets shall not include 
the Company's cash, marketable securities, tax credits, net operating loss 
carryforward, Company-owned finance receivables, repossessed vehicles or 
charged-off finance receivables.

       (b) CONSIDERATION.  In consideration for its acquisition of the 
Assets, New Eagle agrees to assume certain specified liabilities as set forth 
in more detail below at the Closing and to pay to the Company, if 
appropriate, the GECC Reserve Participation.

       (c) ASSUMPTION OF LIABILITIES.  New Eagle would assume the following 
disclosed ordinary course obligations or liabilities of the Business 
including those due to be performed after the Closing under the Office 
Leases, the WPT Leases, the employee stay bonus and, if appropriate, the GECC 
Agreements (collectively, the "Assumed Liabilities").  No other obligations, 
contingencies or liabilities of the Company or the Business would be assumed 
by New Eagle or EASC.

       (d) EMPLOYEES.  At the Closing, New Eagle would be permitted, but 
would not be obligated, to offer employment to current employees of the 
Company on such terms as New Eagle, in its sole discretion, may determine.  
Without limiting the foregoing, the Company has been advised that most of its 
employees would be offered employment with New Eagle.  Additionally, the 
Company understands that the employment of certain senior executives would be 
phased-in over a period of time determined by New Eagle and acceptable to the 
respective senior executive.

       (e) SERVICING AGREEMENT.  At the Closing, the Company and New Eagle 
would enter into a servicing agreement substantially in the form attached 
hereto as Exhibit A (the "Servicing Agreement").  The Company would retain 
the right to sell owned and charge-off receivables remaining after two 
hundred and seventy (270) days.  New Eagle would have the 

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right of first refusal to purchase receivables at 95% of the highest cash 
offering price.  Closing of such sale would occur on or before June 30, 1999.

       2. DUE DILIGENCE AND FINANCIAL REVIEW.

       From and after the date hereof and until the termination of this 
letter of intent, the Company shall grant EASC and New Eagle and their 
counsel, accountants, advisors, representatives, agents and employees, full 
and complete access to the Company's facilities, properties, information and 
data, and to its accountants, personnel and other representatives, and shall 
make available to EASC and New Eagle and their counsel, accountants, 
advisors, representatives, agents and employees, all such other documents, 
books, records and information relating to the business, affairs, financial 
and other condition of the Company and its properties and its affiliates as 
shall be requested by EASC or New Eagle.  The parties agree that all 
information furnished shall remain confidential. Without limiting the 
foregoing, the Company has been advised that the due diligence review will be 
completed within four weeks from the date of this letter.

       3. CERTAIN COVENANTS.

       The Company hereby agrees that prior to the Closing the Company will 
operate its business in a manner consistent with prior practice and will use 
its reasonable efforts to maintain the goodwill of its employees, customers, 
suppliers and other persons with which it has commercial dealings.

       4. DOCUMENTATION AND OTHER CONDITIONS.

       (a) The transaction contemplated herein shall be conditional on the 
completion of a due diligence review, satisfactory to EASC and New Eagle in 
their sole discretion, of all relevant business, financial, legal and other 
information regarding the Company and the Business.

       (b) The transactions contemplated herein shall be subject to the
negotiation, execution and delivery of definitive documents, including the
Servicing Agreement and a definitive asset purchase agreement (the "Purchase
Agreement") between New Eagle and the Company, containing, among other
provisions, customary and appropriate representations and warranties, covenants
and conditions (including, without limitation, third party consents to the
assignment of the WPT Leases, the Eagle Credit Index rights and the Office
Leases and, if appropriate, the sub-servicing arrangement or assignment of the
GECC Agreements), indemnifications and other provisions. 

       (c) The proposal contained in this letter of intent is subject to the
ability of EASC and/or New Eagle to raise $2,000,000 of new equity capital.

       (d) The parties intend to enter into the Purchase Agreement as soon as
practicable and to close (the "Closing") no later than ninety days subsequent to
the full execution of this letter of intent.

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       5. PUBLICITY.

       Except as required by law or as recommended by legal counsel, no party 
shall make any announcement of the transactions contemplated herein to the 
employees of the Company (other than key management and other persons whose 
knowledge thereof is appropriate in connection herewith), news or wire 
services or otherwise except with the consent and approval of the other party.

       6. EXCLUSIVITY.

       Except for continuing its discussions with L.M. Sandler & Sons, Inc. 
or its affiliates which may continue through August 14, 1998, the Company 
hereby agrees that until termination of this letter of intent, it shall not 
without the prior consent of EASC, directly or indirectly, solicit any 
proposal or offer concerning the sale, transfer or merger of the Company, the 
sale or other transfer of the Business and/or the Assets or the sale or other 
transfer of any of the capital stock of the Company (each, a "Sale").  
Notwithstanding the foregoing, the Company may engage in discussions or 
negotiations with, furnish nonpublic information concerning the Company, any 
subsidiary of the Company, and their respective properties, assets and 
business to, and grant access to the facilities of the Company or any 
subsidiary of the Company to, any person that has made an unsolicited 
competing proposal, but only to the extent the Company's board of directors 
shall conclude in good faith on the basis of the advice of its outside 
counsel that the failure to take such action would be inconsistent with its 
fiduciary duties under applicable law.  If the Company shall take any of the 
actions referenced in the immediately preceding sentence, and shall within 
one year from the date hereof sell or transfer a controlling interest in the 
Company or all or substantially all of the assets of the Company to any 
person other than EASC or New Eagle, the Company shall upon closing of such 
transaction pay to EASC a fee of $100,000; provided, however, that such 
payment shall not be required if:  

       (a) the Company undertakes an orderly liquidation of its assets for the
benefit of its stakeholders; or

       (b) if (a) above shall not apply, unless EASC shall have taken each of 
the following actions:  (i) on or before September 28, 1998, EASC shall have 
delivered to the Company a draft of the definitive Purchase Agreement 
contemplated in paragraph 4(b) above; (ii) on or before October 13, 1998, 
EASC shall have advised the Company that it has received binding 
subscriptions for the new capital contemplated in paragraph 4(c) above; (iii) 
neither EASC nor New Eagle shall have breached any of their obligations under 
the definitive Purchase Agreement; and (iv) on or before October 28, 1998, 
EASC shall have notified the Company that it is prepared to purchase the 
Assets in accordance with the terms set forth in the definitive Purchase 
Agreement.

       7. GOVERNING LAW.

       This letter of intent and the terms hereof shall be governed by and 
construed in accordance with the laws of the State of Delaware without regard 
to its conflicts of laws principles.

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       8. EXPENSES.

       Each of the parties hereto shall bear its own costs and expenses 
incurred in connection with the proposed transactions contemplated herein 
whether or not the Closing shall occur.

       9. PRIOR AGREEMENT.

       This letter of intent supersedes all prior agreements (except for the 
Confidentiality Agreement executed by Mr. Arnold) and understandings of the 
parties hereto with respect to the subject matter hereof.

       10. TERM.

       (a) Subject to subsection (b) of this Section 10, this letter of 
intent shall automatically terminate ninety days subsequent to the full 
execution hereof unless extended by the written agreement of the parties 
hereto.

       (b) Unless this letter of intent is executed by the Company and 
received by EASC at c/o R. H. Arnold & Company, 44th Floor, 152 West 57th 
Street, New York, New York 10019, by 5:00 p.m., New York time, on August 6, 
1998, the proposals contained herein and this letter of intent shall 
automatically terminate.

       11. BINDING AGREEMENTS.

       The parties hereto each understand and agree that the purpose of this 
letter of intent is to set forth their mutual understandings regarding the 
proposed transaction described herein.  The parties understand and agree that 
this letter of intent expresses their preliminary understandings and good 
faith intentions only and does not create a binding obligation upon any party 
hereto except that Sections 2, 5, 6, 7, 8 9, 10 and 11 hereof are intended to 
be and are binding obligations of the parties hereto.

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If the foregoing accurately reflects your understanding, please indicate your 
intent to proceed with the transaction contemplated herein by signing the 
enclosed counterpart of this letter of intent in the space provided below for 
such purpose, and return such signed counterpart to the undersigned.

                                       Very truly yours,

                                       EAGLE ACQUISITION SERVICES L.L.C.


                                       By: /s/ Robert H. Arnold
                                          ------------------------------------
                                          Robert H. Arnold
                                          Chairman

Agreed and Accepted, as of this
13th day of August, 1998

EAGLE FINANCE CORP.


By: /s/ Robert J. Braasch
   ------------------------------------

Its: President
    -----------------------------------

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<PAGE>

                                    SCHEDULE "A"
                                   Servicing Fees

GECC

       4% annualized prior month account balance.  (MINIMUM $20.00 PER 
ACCOUNT)

<TABLE>
<CAPTION>
       <S>                 <C>    <C>           <C>           <C>
       Bonus Servicing:     25%    first         $   500,000   earned
                            30%    to            $ 1,000,000
                            35%    to            $ 1,500,000
                            40%    to            $ 2,000,000
                            45%    to            $ 2,500,000
                            50%    beyond        $ 2,500,001
</TABLE>

SECURITIZATION

       4% annualized prior month account balance (MINIMUM $20.00 PER ACCOUNT)

<TABLE>
<CAPTION>
       <S>                                      <C>           <C>
       Repo Expenses Reimbursed - Estimate       $400.00       per account
       Repo Fee (Labor and Overhead)             $300.00       per account
</TABLE>

EAGLE OWNED

       4% annualized prior month account balance.  (MINIMUM $20.000 PER ACCOUNT)

<TABLE>
<CAPTION>
       <S>                 <C>    <C>           <C>           <C>
       P&L Recoveries:      25%    first         $   400,000   earned
                            30%    to            $   800,000
                            35%    to            $ 1,200,000
                            40%    to            $ 1,600,000
                            45%    to            $ 2,000,000
                            50%    beyond        $ 2,000,001
</TABLE>

<TABLE>
<CAPTION>
       <S>                                      <C>           <C>
       Repo Expenses Reimbursed - Estimate       $400.00       per account
       Repo Fee (Labor and Overhead)             $300.00       per account
</TABLE>
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