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                                                                    EXHIBIT 10.5


                         BROKER-DEALER SELLING AGREEMENT
                                 FOR THE SALE OF
                               ASSET-BACKED NOTES
                ISSUED BY U.S. AUTOMOBILE ACCEPTANCE SNP-IV, INC.


         By our signature to this Broker-Dealer Selling Agreement, we agree with
U. S. Automobile Acceptance SNP-IV, Inc. (the "Issuer") to the following terms
governing the sale of the Asset-Backed Promissory Notes (the "Notes") which are
issued on the terms and conditions described in the Prospectus filed with the
Securities and Exchange Commission in connection with the Issuer's Registration
Statement, as amended. It is intended that the offering and the sale of the
Notes will be made pursuant to and in compliance with the Securities Act of 1933
(the "Act"), and in compliance with the By-Laws of the National Association of
Securities Dealers, Inc. (the "NASD"). 

1.       We agree to act as a Broker-Dealer in connection with the offering of
         the Notes of the Issuer.

2.       We agree to solicit subscriptions for the purchase of Notes from
         qualified persons on the terms and conditions set forth herein and in
         the Prospectus. In connection therewith, we agree to comply with the
         terms and conditions of this Agreement and we agree to use our best
         efforts to solicit subscriptions for the Notes from purchasers
         acceptable to the Issuer.

3.       We will obtain from each purchaser a properly executed Subscription
         Agreement accompanied by Purchaser's check in full payment of
         purchaser's subscription, which shall be supplied to the Issuer for
         review and acceptance or rejection. Checks shall be transmitted to the
         Escrow Agent by noon of the next business day following receipt. We
         will make every reasonable effort to be assured that each person who
         may be offered or sold Notes meets the suitability standards set forth
         in the Prospectus and that an investment in said Notes is appropriate
         to such person's investment objectives and financial situation. In
         connection therewith, we will obtain and preserve information from each
         investor which indicates that the investor meets such suitability
         standards and shall, upon request by the Issuer, make copies of such
         information available to the Issuer.

4.       We understand that the Issuer may reject any subscription for any
         reason, and we agree that any such rejection of a subscription obtained
         by us or on our account shall be deemed not to be a sale made by us or
         on our account. We acknowledge that subscribers checks shall be made
         payable to the Issuer's escrow agent, Texas Commerce Bank National
         Association. Subscriber's funds will be held in escrow and invested in
         compliance with SEC Rule 15c-2-4. We agree to comply with NASD Net
         Capital Rules pertaining to the handling of clients funds and
         applicable notices to members, including 93-30 and 92-72.

5.       We understand that we are not authorized to act as agent for the Issuer
         in connection with any transaction, and we agree that we will not act
         as agent or purport to do so. Any act to be performed by us with
         respect to the offering of Notes pursuant hereto shall be as an
         independent contractor.

6.       Subject to the terms and conditions contained in this Agreement, we
         will be paid for Notes sold for which we have acted as a Broker-Dealer
         pursuant to this Agreement on a commission-only basis, with such
         commission to be ______% of the gross amount invested. We will bear the
         cost of our own expenses incurred in the solicitation of sales.
         Commissions will be payable within 10 days of the Issuer's receipt of
         funds, except that no commissions or fees will be paid until the
         minimum subscription amount of $100,000 is achieved. We acknowledge
         that no commissions shall be due and owing to us unless and until all
         of the terms and conditions set forth herein, in the Prospectus, and in
         the subscription documents have been met. Further, we understand that a
         minimum subscription amount of $100,000 has been established and must
         be achieved before funds will be released to the Issuer.





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7.       We hereby acknowledge receipt of the Prospectus for the offering of
         Asset-Backed Promissory Notes.

8.       The Issuer will furnish us with a copy of any amendment or supplement
         to the Prospectus.

9.       We confirm that we are appropriately registered as a broker-dealer with
         the Securities and Exchange Commission and in all states in which we
         will conduct business and are a member in good standing of the NASD. We
         also agree not to solicit subscriptions for the Notes that will result
         in a violation of the securities laws of the United States, or of any
         state, or any rule or regulation thereunder, or of any rules of any
         securities exchange. We agree to comply with all applicable NASD Rules
         of Fair Practice, including Article 111, Sections 8, 24, 25 and 36
         thereof.

10.      We represent that there is not now pending or threatened against us any
         action or proceeding of which we have been advised, either in any court
         of competent jurisdiction, before the Securities and Exchange
         Commission or any state securities commission concerning activities as
         a broker or dealer, nor have we been named as a "cause" in any such
         action or proceeding.

11.      In the event any action or proceeding of the type referred to in
         Paragraph 10 above shall be instituted or threatened against us at any
         time, or in the event there shall be filed by or against us in any
         court pursuant to any federal, state, local or municipal statute a
         petition in bankruptcy or insolvency or for reorganization or for the
         appointment of a receiver or trustee of assets, or if we make an
         assignment for the benefit of creditors, the Issuer shall have the
         right on three days' written notice to terminate this Agreement.

12.      Upon request, the Issuer will inform us as to the states in which the
         Issuer has been advised by counsel that the Notes have been qualified
         for sale under the respective state securities laws, but the Issuer
         does not assume any responsibility or obligation as to our right to
         sell the Notes in any state. We understand and agree that under no
         circumstances will we engage in any activities hereunder in any
         jurisdiction (a) in which the Issuer has not informed us that the Notes
         are qualified for sale under the applicable securities laws, or (b) in
         which we may not lawfully so engage.

13.      We confirm that our commitment to use our best efforts to solicit
         subscriptions for the Notes will not result in a violation of the
         securities laws of the United States, including but not limited to the
         Act or any rule or regulation thereunder, or the securities laws of any
         state in which we will conduct business and the rules and regulations
         thereunder, or of any rules of any securities exchange to which we are
         subject or of any restriction imposed upon us by any such exchange or
         governmental authority and agree to indemnify the Issuer for any and
         all damages and liabilities resulting from the same.

14.      We represent that in connection with the offering:

         A.       We will comply in all respects with 1) the provisions of this
                  Broker-Dealer Agreement, and 2) the Issuer's policies and
                  procedures for firms engaging in the solicitation of sales of
                  the Notes;

         B.       We will comply with any applicable limitations in the manner
                  of offering as required by the Act and applicable state
                  securities laws, including without limitation, the
                  requirements of SEC Rule 15c2-8 with respect to delivery of
                  prospectuses;

         C.       Prior to making any sale, we will have reasonable grounds to
                  believe, after making reasonable inquiry, that each purchaser
                  meets the requirements of the Act, the NASD and applicable
                  state securities laws as to the suitability of the investment
                  for such purchaser;

         D.       No owner, partner, director, or officer of our Broker-Dealer
                  firm has within the last five years been subject to any of the
                  following administrative or judicial actions (by the
                  Securities and Exchange Commission or any State Securities
                  Commission):

                  1.       Registration Stop Order (Issuance of Securities);

                  2.       Securities related felony conviction;




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                  3.       Securities related administrative order;

                  4.       Any administrative order involving fraud or deceit;

                  5.       Securities related injunction.

         E.       We have no current effective administrative order revoking a
                  securities exemptions or qualification; and,

         F.       We have not been suspended or expelled by the NASD.

         G.       We agree to indemnify and hold the Issuer, its officers,
                  directors and employees, harmless from any costs associated
                  with claims arising or alleged to arise out of a breach of the
                  foregoing representations.

15.      Subject to the conditions set forth below, the Issuer agrees to
         indemnify and hold us harmless, and each person, if any, who controls,
         or is employed by, us within the meaning of Section 15 of the
         Securities Act of 1933, as follows:

         (1)      Against any loss, liability, claim, damage and expense arising
                  out of (including but not limited to expenses reasonably
                  incurred in investigating, preparing or defending against any
                  litigation, commenced or threatened, or any claim whatsoever
                  based upon) any untrue or alleged untrue statement of a
                  material fact contained in the Prospectus (as amended and
                  supplemented), or the omission or alleged omission therefrom
                  of a material fact required to be stated therein or necessary
                  to make the statements therein not misleading; and

         (2)      Against any loss, liability, claim, damage and expense to the
                  extent of the aggregate amount paid in settlement of any
                  litigation, commenced or threatened, or of any claim based
                  upon any untrue statement or omission or any alleged untrue
                  statement or omission of a material fact in the Prospectus, as
                  amended and supplemented (including but not limited to
                  expenses reasonably incurred in investigating, preparing or
                  defending against any such litigation or claim), if such
                  settlement is effected with the Issuer's written consent.

         In no case shall the Issuer be liable with respect to claims made
         against us unless the Issuer shall be notified, by letter or by
         telegram confirmed by letter, of any action commenced against us within
         a reasonable time after we shall have been served with a summons or
         other legal process giving information as to the nature and basis of
         the claim, but failure to so notify the Issuer shall not relieve the
         Issuer from any liability which it shall have otherwise than on account
         of this indemnity agreement. The Issuer shall be entitled to
         participate at its own expense in the defense, or if it so elects
         within a reasonable time after receipt of such notice, to assume the
         defense of any suit brought to enforce any such claim, but if it elects
         to assume the defense, such defense shall be conducted by counsel
         chosen by it and satisfactory to it. If the Issuer elects to assume the
         defense of any such suit and retain counsel, we shall bear the fees and
         expenses of any additional counsel thereafter retained by us.

16.      This Agreement may be terminated by either party at any time by written
         notice to that effect sent to the other party at the address shown in
         this Agreement. An attempt to assign any rights and obligations under
         this Agreement shall constitute automatic termination of this
         Agreement.

17.      The representations and warranties set forth in this Agreement will
         remain in full force and effect, regardless of any investigation made
         by or on behalf of either of us and will survive termination of this
         Agreement and the delivery of and payment for the Notes.

18.      Any notice from the Issuer to us at the address set forth below shall
         be deemed to have been duly given if mailed, or if communicated by
         telegraph or telephone and subsequently confirmed in writing to us.

19.      This Agreement may be modified only by a writing signed by the parties
         hereto.




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20.      We hereby further agree that in the event that a dispute arises between
         the undersigned broker-dealer and the Issuer or any of its officers,
         directors, employees, agents, attorneys or accountants, arising out of,
         in connection with or as a result of the execution of this Agreement or
         as a result of any Subscription Agreement tendered by any subscriber to
         Notes, we hereby expressly agree that such disputes shall be resolved
         through arbitration rather than litigation and agree to submit such
         disputes for resolution to the NASD in Dallas, Texas, within five (5)
         days after receiving a written request from any of the aforesaid
         parties to do so. We understand that our failure to submit any dispute
         to arbitration as requested may result in the commencement of an
         arbitration proceeding against us. We further agree that any hearing
         scheduled after an arbitration proceeding is initiated by either we,
         the undersigned broker-dealer, or any of the aforesaid parties, shall
         take place in Dallas County, Texas. We acknowledge that the result of
         the arbitration proceeding shall be final and binding on all of the
         parties to the proceeding, and by agreeing to arbitration we are
         waiving our right to seek remedies in Court.

We have indicated our confirmation of this Agreement by executing and delivering
it to the Issuer in duplicate. If accepted, the Issuer will execute this
Agreement, whereupon it shall constitute a binding contract between us.

Dated this _________ day of ________________, 199____.


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                                         Broker-Dealer (Please Print)

                                         By:
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                                            Signature

Phone#                                   
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                                                  (Print Name)                  
                                       
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                                                  Address                       
                                        
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                                                  City, State, Zip Code         
                                         


Copies of Investor Correspondence        Commissions should be mailed to:
should be mailed to:


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at the above address                            at the above address

                                         U.S. AUTOMOBILE ACCEPTANCE SNP-IV, INC.

                                         By:   
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                                         Title:
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                                         Date Accepted:
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