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                                                                    EXHIBIT 2.1 


                    MOTOR VEHICLE INSTALLMENT SALES CONTRACT
                       ASSIGNMENT AND PURCHASE AGREEMENT


     This MOTOR VEHICLE INSTALLMENT SALES CONTRACT ASSIGNMENT AND PURCHASE
AGREEMENT (this "Agreement") dated as of the 4th day of November, 1996, is
entered into by and between MS FINANCIAL, INC., a Delaware corporation (the
"Seller"), and SEARCH FUNDING CORP., a Texas corporation (the "Buyer").

                               R E C I T A L S :

     A. The Seller desires to sell to the Buyer and the Buyer desires to buy
from the Seller certain motor vehicle retail installment sales contracts and
certain related rights and documents described below as the Assets.

     B. The Seller and the Buyer desire to set forth in this Agreement the
terms and conditions pursuant to which the Seller will sell and the Buyer will
buy such Assets.

                             A G R E E M E N T S :

     NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the sufficiency of which is hereby acknowledged by the
parties hereto, each of the Seller and the Buyer agrees as follows:

     1. SALE OF CONTRACTS. The Seller hereby sells, assigns, transfers and sets
over to the Buyer free and clear of all liens, claims and encumbrances, and the
Buyer does hereby purchase, all of the following: (i) all of the accounts and
notes receivable and amendments thereto listed on Schedule A hereto
(collectively, the "Contracts"), and all monies owing thereon; (ii) all right,
title and interest of the Seller in all security agreements, certificates of
title and other documents and agreements constituting, or otherwise evidencing
or relating to, security for payment of any of the Contracts and the liens
created thereunder; (iii) all right, title and interest of the Seller in, to
and under all endorsements and guaranties by others of any of the Contracts;
(iv) all right, title and interest of the Seller in, to and under all credit
applications, credit bureau reports, credit investigation documentation, credit
scoring sheets and disbursement documentation relating to the Contracts; (v)
all of the Seller's interest under each and every existing policy or
certificate of insurance, if any, that relates to any Contract and the
obligations thereunder, any property securing any Contract or the life or
health of any Obligors (defined below) under the Contracts; (vi) rights of the
Seller under dealer agreements pursuant to which the Contracts were acquired by
the Seller, including without limitation rights of recourse against dealers,
with respect to the Contracts; and (vii) all other correspondence, documents
and records in the Seller's files, or otherwise under its control, related
solely to the Contracts, the obligors under the Contracts (the "Obligors") or
the motor vehicles which are financed under the Contracts (the "Financed
Vehicles"). The property referred to in clauses (i) through (vii) of this
subsection (a) are collectively referred to herein as the "Assets."



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     2.   SALES PRICE AND CLOSING.

          (a) The Buyer and the Seller agree to an aggregate purchase price for
the Assets sold to the Buyer hereunder of $14,427,044.56. Such purchase price
will be paid on the Closing Date by wire transfer to an account or accounts
designated by the Seller.

          (b) Contemporaneously with the execution and delivery of this
Agreement, the Seller is delivering to the Buyer the following: (i) the
original signed Contracts; (ii) original certificates of title related thereto;
(iii) all other Assets (to the extent reasonably deliverable), together with
all filing receipts evidencing the recordation or filing of any financing
statements, chattel mortgages, certificates of title and other filing
instruments related to the Contracts and the Financed Vehicles; (iv) a Bill of
Sale in the form attached as Exhibit B hereto; (v) an Assignment of Insurance
Interests in the form attached as Exhibit C hereto; and (vi) a Power of
Attorney in the form attached as Exhibit D hereto.

     3.   ENDORSEMENTS.

          (a) The Seller hereby authorizes the Buyer, in the name of the
Seller, to endorse and assign each Contract and other Asset to the Buyer, and
otherwise to take such action as the Buyer deems advisable, in order to
evidence the Buyer's ownership of each Asset or to secure any obligation sold
to the Buyer in such manner as the Buyer shall reasonably deem necessary and
appropriate.

          (b) The Seller irrevocably authorizes the Buyer to effect the
endorsement and assignments as provided in this Section 3 by the impression of
a rubber stamp or stamps, facsimile signature or sticker, or by any other
method the Buyer may reasonably choose, and to endorse the Seller's name upon
any notes, acceptances, checks, drafts, money orders or other instruments of
payment that may come into the possession of the Buyer as payment of or upon
the Contracts and, also, to execute releases, statements or termination,
satisfactions and any and all other documents reasonably required to be
executed in the normal course of business in connection with the Contracts.

     4.   THE SELLER'S WARRANTIES, REPRESENTATIONS AND COVENANTS CONCERNING THE
CONTRACTS.

          (a) The Seller hereby covenants, warrants and represents as to each
and every Contract and other Assets sold to the Buyer hereunder, as of the date
on which the transactions contemplated in this Agreement are consummated (the
"Closing Date"), which covenants, warranties and representations shall survive
the execution of this Agreement and the Closing Date:

               (i)  The printouts delivered to the Buyer related to each
                    Contract fully and accurately reflects the true outstanding
                    unpaid balance of such Contract. That balance accurately
                    reflects all receipts on such Contract from the Obligors
                    thereof and all credits to which said Obligors are entitled
                    and does not include any illegal charges or


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                    amounts. No Contract is more than 59 days past due and no
                    Financed Vehicle securing any Contract has been repossessed
                    or is currently designated for repossession.

               (ii) The Seller is the sole owner of such Contract free and
                    clear of any pledge, lien or encumbrance of any kind or
                    character, legal or equitable. The Seller has made no
                    promise to convey any of the Assets, or any interest
                    therein, except pursuant to this Agreement. To the
                    knowledge of Seller, no event has occurred that will
                    materially adversely affect any of the Assets.

              (iii) The Seller has paid or caused to be paid any and all
                    license, franchise, intangible, stamp or other taxes or
                    fees due and owing to the State where any Contract was
                    originated, or any political subdivision thereof, arising
                    from or growing out of the acquisition, collection or
                    holding of such Contract.

               (iv) Such Contract does not represent a loan of money or an
                    installment sales agreement by the Seller or any other
                    person, firm or corporation to the Obligor of said Contract
                    in violation of any applicable federal or state laws and
                    regulations. There are no facts known to the Seller that
                    would render any Contract invalid or unenforceable, or
                    reduce the amount payable by the Obligor thereunder, and
                    there is no dispute regarding the enforceability of any
                    Contract or any unfulfilled dealer commitments. None of the
                    Contracts is the subject of any pending or threatened
                    litigation, including without limitation the litigation
                    disclosed by the Seller in its Quarterly Report on Form
                    10-Q for the quarterly period ended June 30, 1996 (the
                    "Texas Litigation), and no Contract will be subject to the
                    Texas Litigation should a class of plaintiffs be certified
                    in connection therewith. No Contract has been referred to
                    an attorney for collection, and the Seller and its
                    subsidiaries have not been contacted by an attorney
                    regarding any Contract.

               (v)  Where the Seller's records reflect property as security for
                    the Contract, the Seller has a valid, perfected first lien
                    on the property described.

               (vi) Any Contract which has been modified by the Seller was
                    modified in a manner which did not result in a violation of
                    applicable state and federal truth-in-lending disclosure
                    requirements.

              (vii) The information with respect to each Contract set forth in
                    Exhibit A hereto is complete and correct in all material
                    respects. No Contract has been satisfied, subordinated or
                    rescinded, nor has any Financed Vehicle been released from
                    the security interest granted


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                    by the Contract in whole or in part, and all of the
                    Seller's obligations under the Contracts have been
                    performed. No provision of a Contract has been waived,
                    altered or modified in any respect except for routine
                    extensions done in accordance with the Seller's customary
                    extension practices that do not increase the number of
                    installment payments or the amount financed.

             (viii) To the best of the Seller's knowledge, no Obligor is a
                    party to any proceeding for readjustment of indebtedness,
                    bankruptcy, appointment of a receiver or trustee of any
                    property of the Obligor or composition or extension under
                    any insolvency law.

               (ix) A Certificate of Title has been issued or applied for with
                    respect to each Financed Vehicle.

               (x)  All information and documents prepared by the Seller and
                    provided to the Buyer at any time are true and accurate in
                    all material respects.

     5. COLLECTIBILITY. The Buyer agrees that the Seller does not warrant the
payment of any Contract in the sense of guaranteeing the performance by the
Obligors of their obligations (including their obligation to make timely
payments), the creditworthiness of the Obligors or the value of the security
given to secure the obligations under the Contracts. All Contracts are sold and
transferred by the Seller to the Buyer "without recourse" to the Seller except
for rights arising for the benefit of the Buyer under this Agreement. The Buyer
is in the business of acquiring and servicing installment sales contracts such
as the Contracts and has conducted such due diligence as the Buyer deemed
appropriate. Notwithstanding the foregoing, the due diligence of the Seller
does not limit the scope or effectiveness of the representations and warranties
of the Seller made in this Agreement. The Buyer acknowledges that as of the
date hereof, it is not aware that any representation or warranty of the Seller
set forth in this Agreement is inaccurate or untrue.

     6.   ADDITIONAL COVENANTS AND AGREEMENTS OF THE SELLER.

          (a) The Seller will forward or pay over to the Buyer, as appropriate,
any payments received on the Contracts from and after the Closing Date. Such
payments from the Seller to the Buyer will be made in kind, if reasonably
possible, and no later than two Business Days (as defined below) after receipt
if the payment is made in kind or three Business Days after final payment is
received by the Seller on any check, draft, money order or other instrument if
the payment will be made with the general funds of the Seller. Business Day
shall mean any day other than Saturday or Sunday on which national banks are
open for business in Mississippi.

          (b) The Seller will use reasonable efforts to assist the Buyer in
securing Loss Payable Clauses in favor of the Buyer with respect to all
insurance covering any property, personal or real, described in Contracts and
also an assignment of beneficial interest in any


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policy(ies) covering the Contracts and the obligations thereunder or the life
or lives, sickness or disability of any Obligors.

          (c) The Seller agrees to mail as soon as reasonably practicable after
the Closing Date, to each Obligor, at the most recent address reflected for
such Obligor, a notice substantially in the form attached hereto as Exhibit E
directing that all future payments to be made under the applicable Contract be
directed to the Buyer.

          (d) Subject to the terms, conditions and limitations set forth in
this Section 6(d), for a period of 30 days after the receipt by the Buyer of
the items required to be delivered to it by the Seller pursuant to Sections
2(b)(i), 2(b)(ii) and 2(b)(vii) hereof (the "Review Period"), the Buyer shall
be entitled to tender to the Seller for repurchase, and the Seller agrees to
repurchase or, if the parties mutually agree, replace as provided below, one or
more Contracts conveyed by the Seller to the Buyer hereunder by delivering
written request therefor to the Seller (each a "Repurchase Notice") if and only
if the representations and warranties made by the Seller in Section 4 of this
Agreement with respect to such Contract tendered by the Buyer for repurchase by
the Seller are alleged to be untrue or inaccurate in any material respect. Any
Repurchase Notice delivered by the Buyer to the Seller with respect to a
Contract tendered for repurchase shall set forth in reasonable detail the basis
for the alleged untruth or inaccuracy (referred to herein as a "Defect") of the
representations or warranties made by the Seller to the Buyer hereunder with
respect to such Contract which the Buyer has tendered for repurchase by the
Seller. The Seller will have no obligation whatsoever to repurchase any
Contract pursuant to this Section 6(d) if: (i) the Seller cures the Defect with
respect to any tendered Contract within 30 days of the receipt of the
Repurchase Notice relating to the Contract; (ii) the Seller did not receive a
proper Repurchase Notice with respect to the Contract tendered for repurchase
on or prior to the expiration of the Review Period; or (iii) the Buyer is
unable to provide the Seller reasonable assurances that the Buyer is capable of
transferring to the Seller the Contract and all other Assets relating to the
Contract. If the Seller elects to cure the Defect and the Defect may reasonably
be expected to be cured within 30 days, the Seller will notify the Buyer in
writing that the Seller has elected to cure the Defect, whereupon the Seller
will have a period of 30 days from the date on which Seller receives the
Repurchase Notice (the "Cure Period") to cure the identified Defect. If the
Seller is unable to cure the Defect on or prior to the expiration of the Cure
Period, the Seller will promptly repurchase the tendered Contract or, if the
parties mutually agree, substitute other motor vehicle retail installment sales
contracts for the Contracts that were the subject of the Repurchase Notice. The
repurchase price will be 96% of the amount that would be received by the Buyer
if the Obligor of the Contract being repurchased had voluntarily prepaid the
contract in full on the date of repurchase.

          (e) If the Buyer is required to refund any prepaid, unearned
insurance premiums to any Obligor, the Seller will pay to the Buyer, on demand,
an amount equal to such refund. If an Obligor requests a refund of such
premiums, the Buyer will request that the insurance company named in the
Obligor's policy or certificate of insurance pay such refund, or reimburse the
Buyer for any refund it makes, before seeking reimbursement from the Seller.

          (f)  The Buyer is not assuming any liabilities or obligations of the
Seller.



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     7.   CORPORATE AUTHORITY.

          (a) The Seller warrants that its Board of Directors has approved the
Seller's execution and consummation of this Agreement and that the Seller has
taken all other corporate action necessary, or advisable in the opinion of its
attorneys, to authorize the execution and satisfactory evidence thereof. The
Seller also warrants that this Agreement is a legal and binding obligation of
the Seller, enforceable against it in accordance with its terms.

          (b) The Buyer warrants that its Board of Directors has approved the
Buyer's execution and consummation of this Agreement and that the Buyer has
taken all other corporate action necessary, or advisable in the opinion of its
attorneys, to authorize the execution and consummation of this Agreement and
will furnish the Seller satisfactory evidence thereof. The Buyer also warrants
that this Agreement is a legal and binding obligation of the Buyer, enforceable
against it in accordance with its terms.

          (c) The Seller is not making this sale with the intent to hinder,
delay or defraud creditors and acknowledges that the purchase price was
negotiated on an arms-length basis and that it has received adequate
consideration of at least a reasonably equivalent value for the Assets.

     8.   DUE ORGANIZATION.

          (a) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and is
duly authorized and qualified to do business under all applicable laws,
regulations, ordinances and orders of public authorities to own its properties
and to carry on its business in the places and in the manner as now conducted.

          (b) The Buyer is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and is
duly authorized and qualified to do business under all applicable laws,
regulations, ordinances and orders of public authorities to own its properties
and to carry on its business in the places and in the manner as now conducted.

     9.   NO CONFLICTS.

          (a) The execution, delivery and performance of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of
the terms hereof will not: (i) conflict with, or result in a breach or
violation of, the Seller's certificate or articles of incorporation or bylaws;
or (ii) conflict with, or result in a default (or would constitute a default
but for any requirement of notice or lapse of time or both) under any document,
agreement or other instrument to which the Seller is a party, or violate, or
result in the creation or imposition of any lien, charge or encumbrance on any
of the Seller's properties pursuant to, (1) any law or regulation to which
either the Seller or any of its property is subject or (2) any judgment, order,
decree or agreement to which the Seller or any of its property is subject.



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          (b) The execution, delivery and performance of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of
the terms hereof will not: (i) conflict with, or result in a breach or
violation of, the Buyer's certificate or articles of incorporation or bylaws;
or (ii) conflict with, or result in a default (or would constitute a default
but for any requirement of notice or lapse of time or both) under any document,
agreement or other instrument to which the Buyer is a party, or violate, or
result in the creation or imposition of any lien, charge or encumbrance on any
of the Buyer's properties pursuant to, (1) any law or regulation to which
either the Buyer or any of its property is subject or (2) any judgment, order,
decree or agreement to which the Buyer or any of its property is subject.

     10. NOTICE OF CLAIMS AND INDEMNIFICATION. The Buyer agrees to notify the
Seller promptly of any claims, proceedings or litigation regarding any Contract
and any alleged violations of applicable law or regulations and will, if
requested by the Seller, allow the Seller to control and defend such proceeding
or litigation or to effect settlement thereof, provided that such settlement
does not impose upon the Buyer any obligation for which it is not fully
indemnified by the Seller, and provided further, that the Buyer shall have the
right in any such proceeding or litigation to have counsel of its own choice
represent its interests at the Buyer's expense. The Seller will indemnify and
hold the Buyer harmless from any and all losses, damages, costs, good faith
settlements, expenses, taxes, reasonable attorneys' fees (except as set forth
below) and other liabilities, including without limitation costs of
investigation, fees and expenses at trial and on appeal, and costs in
successfully asserting the right to indemnification hereunder (all of the
foregoing are referred to in this Section as "Losses") incurred by the Buyer at
any time as the result of a claim or defense asserted against the Buyer (by a
person or entity other than the Seller) arising solely out of the Seller's
actions or conduct in connection with its servicing or modification of any
Contract, including without limitation any actions or conduct that are the
subject of the Texas Litigation, if such action or conduct results in the
creation of any defense, set-off or counterclaim against the Buyer's right to
receive payments under the Contracts. Additionally, the Seller agrees to
indemnify the Buyer for Losses incurred by the Buyer as a result of any claim
of wrongdoing on the part of the Seller asserted against the Buyer (by any
person or entity other than the Seller) arising out of the Seller's actions or
conduct in connection with its purchase and ownership of any Contract,
including without limitation any actions or conduct that are the subject of the
Texas Litigation. If legal action is commenced against the Buyer regarding a
matter for which the Buyer is entitled to indemnification under this Section,
the Buyer will give notice to the Seller of the action within 30 days following
the Buyer's knowledge thereof. The failure to notify will not relieve the
Seller from any liability that it may have to the Buyer hereunder or otherwise
except to the extent that the Seller is prejudiced by such failure. With
respect to each such notice, the Seller will, at the Buyer's option, promptly
take all action necessary to minimize any risk of loss to the Buyer, including
retaining counsel reasonably satisfactory to the Buyer, and take such other
actions as are necessary and appropriate to defend the Buyer or to discharge
the indemnity obligations hereunder. The Buyer may, at its option, conduct such
defense at its own expense. The Seller will pay on demand any indemnified
Losses incurred by the Buyer. The Buyer and the Seller will fully cooperate
with each other in fulfilling the intent of this Section of this Agreement.
Neither the Buyer nor the Seller will settle any claim asserted against the
other by a third party without the prior written consent of the other, which
shall not be unreasonably withheld.



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     11. POWER OF ATTORNEY. Without limiting the effect of the foregoing, the
Seller hereby constitutes and appoints the Buyer, its permitted successors and
assigns, the true and lawful attorney of the Seller, with full power of
substitution, in the name and stead of the Seller, but on behalf and for the
benefit of the Buyer, its permitted successors and assigns, by any proper
means, to demand, collect and receive any and all the property and to enforce
any of the rights with respect to the Contracts and to enforce any of the
Contracts in the name of the Seller. The Buyer agrees, however, that it will
not bring any action in the name of the Seller on any of the Contracts in the
event suit is required. Any such suits shall be brought solely in the Buyer's
name and at the Buyer's expense.

     12. USE OF RECORDS BY THE SELLER. The Buyer agrees that all records,
documents and information of the Seller hereby transferred will be made
available for the use of the Seller in preparing tax returns or for any other
appropriate purpose (determined by the Seller in its reasonable discretion)
which does not injure the Buyer in its competition with other companies and
will remain so available for a period of not less than three years after the
payment in full of the accounts represented by such Contracts. Any and all
information contained in such records as to events occurring subsequent to the
Closing Date shall be held strictly confidential by the Seller.

     13. TAXATION. Each party hereto expressly stipulates and agrees that the
other party hereto and its respective servants, agents or employees has not
made any representations to it relating to the probable tax consequences
(whether federal, state or local) or as to the effect of any of the
transactions embodied in this Agreement on any federal, state or local tax
liability of the other party hereto. Each party hereby agrees to assume all of
its own tax consequence and liabilities, whether now or hereafter determined,
resulting by reason of any of the terms or conditions of this Agreement and by
reason of any of the transactions provided for by this Agreement.

     14. WAIVER. No failure or delay on the part of the Seller in exercising
any right, power or remedy hereunder shall operate as a waiver thereof. No
single or partial exercise of any such right, power or remedy shall preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy hereunder. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

     15. ENTIRE AGREEMENT AND MODIFICATIONS OF AGREEMENT. This Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements between the Seller and the Buyer with respect to the subject matter
hereof. No amendment, modification, termination or waiver of any provision of
this Agreement, or consent to any departure by either party therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
other party, and then such waiver or consent shall be effective only in the
specific purpose for which given. No notice to or demand on either party in any
case shall entitle such party to any other or further notice or demand in
similar or other circumstances.

     16.  NOTICES. All notices, requests, demands and other communications
provided for hereunder shall be: (i) in writing, (ii) made in one of the
following manners, and (iii) shall be


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deemed given (a) if and when personally delivered including if delivered by
facsimile, (b) on the next business day if sent by nationally recognized
overnight courier addressed to the appropriate party as set forth below, or (c)
on the second business day after being deposited in United States certified or
registered mail, and addressed as follows:

          If to the Seller:    MS Financial, Inc.
                               Suite 300
                               715 South Pear Orchard Road
                               Ridgeland, MS  39157
                                     or
                               P.O. Box 746
                               Ridgeland, MS  39158
                               Attention:  Chief Executive Officer
                               Facsimile No. (601) 978-6601

          If to the Buyer:     Search Funding Corp.
                               700 N. Pearl Street
                               Suite 400
                               Dallas, Texas  75201-2809
                               Attention: President and Chief Executive Officer
                               Facsimile No. (214) 965-6098

or, as to each party, at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this Section.

     17. LIMITATION OF DAMAGES. The parties agree that, except as provided in
Section 10, the sole and exclusive remedy of the Buyer for any breach of any
representation or warranty concerning the Assets is the right to require the
Seller to repurchase the Assets during the Review Period in accordance with
Section 6(d) hereof and that the representations and warranties concerning the
Assets terminate as of the close of business on the last day of the Review
Period. If there is any claim or dispute between the parties arising out of or
related to this Agreement or the transactions contemplated herein, except to
the extent the facts giving rise to the claim or dispute also constitute fraud
and as provided in Section 10, the sole and exclusive remedy shall be a claim
for breach of contract. To the extent the facts also constitute fraud, a claim
can also be asserted for fraud. Regardless of whether the claim is for breach
of contract or fraud or both, damages shall be limited to actual and direct
damages, and both parties waive any claim for consequential, punitive or
incidental damages and any claim for lost profits or loss of goodwill.

     18. WAIVER OF JURY TRIAL. The Buyer and the Seller hereby WAIVE ANY RIGHT
TO A TRIAL BY JURY in any action arising out of or related to this Agreement.
The parties will attempt in good faith to resolve any claim, dispute or
disagreement arising out of or relating to this Agreement promptly by
negotiations between representatives of the parties who have authority to
settle the controversy.



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     19.  NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended to, and
shall not, create any rights in or confer any benefits on any person or entity
other than the parties hereto.

     20. FINDERS FEES. The Seller and the Buyer will each be reasonable for,
and indemnify the other against, any claim by a third party to a fee,
commission or other remuneration by reason of any services alleged to have been
rendered to it or at its instance with respect to this Agreement or the
transactions contemplated by it.

     21. PUBLICITY. Neither the Seller nor the Buyer will (i) issue any press
release or make any public announcement regarding, or otherwise publicize, the
consummation of this Agreement or (ii) make a public disclosure of any kind
regarding the subject matter hereof without the express written consent of the
other party which consent shall not be unreasonably withheld, conditioned or
delayed, except that the Seller and the Buyer may publicly disclose information
relating to this Agreement that is required, in the reasonable judgment of the
Seller or the Buyer, by law or in connection with its registration of
securities or the filing of a periodic report with the Securities and Exchange
Commission or any state securities commission, or in connection with a filing
pursuant to the Seller's or the Buyer's listing with a national securities
exchange (including the NASDAQ National Market) or governmental entity if the
Seller or the Buyer, as appropriate, gives the other party advance written
notice prior to releasing or making any such disclosure.

     22. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
Signatures may be exchanged by facsimile transmission, with original signatures
to follow. The Seller and the Buyer each agrees that it will be bound by its
own telecopied signature and that it accepts the telecopied signature of the
other.

     23. SUCCESSORS AND ASSIGNS. This Agreement shall become effective when it
shall have been executed by the Seller and the Buyer and thereafter shall be
binding upon and inure to the benefit of the Seller and the Buyer and their
respective successors and assigns, except that neither party shall have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the other party, provided, that the Buyer may assign its
rights hereunder to its parent company or any other affiliate of the Buyer that
is a wholly-owned subsidiary of the Buyer's parent company.

     24. GOVERNING LAW. This Agreement and the other documents have been
negotiated, executed and delivered at, and shall be deemed to have been made
at, Ridgeland, Mississippi and this Agreement shall be interpreted, and the
rights and liabilities of the parties hereto determined, in accordance with the
internal laws of the State of Mississippi without reference to its judicially
or statutorily pronounced rules regarding conflict of laws or choice of law or
where any action or other proceeding is instituted or pending.

     25.  SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. Wherever possible,
each


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provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law.

     26.  EFFECT OF HEADINGS. The descriptive headings contained herein are for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed for it and on its behalf by its respective duly authorized
officer to be effective as of the date first set forth above.



                                       MS FINANCIAL, INC.


                                       By:     /s/ Phillip J. Hubbuch, Jr.
                                          ------------------------------------
                                            Name:    Phillip J. Hubbuch, Jr.
                                            Title:   Vice Chairman and
                                                     Chief Executive Officer


                                       SEARCH FUNDING CORP.


                                       By:       /s/ GEORGE C. EVANS
                                          ------------------------------------
                                            Name:    George C. Evans
                                            Title:   Chairman, President and
                                                     Chief Executive Officer




                                     -11-
<PAGE>   12

                                                                      EXHIBIT A


                             SCHEDULE OF CONTRACTS



<PAGE>   13
                                                                      EXHIBIT B

                                  BILL OF SALE


     WITNESSETH THAT, in consideration of the sum of Ten Dollars ($10.00) in
hand paid and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, MS FINANCIAL, INC., a Delaware
corporation ("Seller"), hereby bargains, sells, conveys, assigns and transfers
to SEARCH FUNDING CORP., a Texas corporation ("Purchaser"), its successors and
assigns, all Seller's right, title and interest in and to each of the Contracts
listed on the List of Contracts attached hereto as Exhibit 1 and in and to the
Assets associated with the Contracts. This sale is made pursuant to the Motor
Vehicle Installment Sales Contract Assignment Purchase Agreement ("Agreement")
entered into by Seller and Purchaser as of November 4, 1996. All terms used in
this Bill of Sale have the meanings defined in the Agreement.

     TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns,
forever.

     AND SELLER, for itself and its successors and assigns, covenants with
Purchaser and its successors and assigns that the Assets are free and clear
from any liens or encumbrances whatsoever, except as otherwise provided in
Exhibit A to the Agreement, that Seller is the true and lawful sole owner
thereof and has full and unrestricted right and lawful authority to bargain and
sell the same to Purchaser as herein provided. In accordance with and subject
to the Agreement, Seller and its successors and assigns will forever warrant
and defend all and singular every said Asset unto Purchaser and its successors
and assigns against all claims and demands contrary to the foregoing covenant.

     This Bill of Sale shall be binding upon Seller and its successors and
assigns and shall inure to the benefit of Purchaser and its successors and
assigns.

     IN WITNESS WHEREOF, Seller has executed this Bill of Sale by its duly
authorized officer on the date set forth below.

Dated:  November 4, 1996               MS FINANCIAL, INC.


                                       By:    /s/ PHILLIP J. HUBBUCH, JR.
                                          ----------------------------------
                                       Name:     Phillip J. Hubbuch, Jr.
                                            --------------------------------
                                       Title: Vice Chairman and
                                              Chief Executive Officer
                                             -------------------------------

                                       SEARCH FUNDING CORP.


                                       By:  /s/ GEORGE C. EVANS
                                          ----------------------------------
                                       Name: George C. Evans
                                            --------------------------------
                                       Title: Chairman, President and 
                                              Chief Executive Officer
                                              ------------------------------

<PAGE>   14

                                                                      EXHIBIT C



                       ASSIGNMENT OF INSURANCE INTERESTS


     MS FINANCIAL, INC. ("Assignor") hereby absolutely and irrevocably assigns
to SEARCH FUNDING CORP. ("Search") all of Assignors right, title and interest
in, under, and with respect to all insurance and service contracts which
provide any of the following coverages with respect to motor vehicle
installment sales contracts which Assignor has sold to Search:

     1.   credit life, credit disability, or credit accident and health;

     2.   casualty, damage, theft, loss or liability;

     3.   involuntary unemployment;

     4.   mechanical breakdown, warranty, maintenance, or servicing;

     5.   lender protection, vendor/lender single interest skip, repossessed
          vehicle casualty (including damage, theft and loss), confiscation,
          non-filing, failure of lien perfection, contract default or residual
          value; or

     6.   any other coverage assigned in writing by Assignor to Search.

     Without limiting the rights included in this assignment, this assignment
entitles Search to claim and collect all benefits, refunds, and other amounts
with respect to all coverages that Assignor would be entitled to claim and
collect, and to make such claim and collections in its name or Assignor's name.
Assignor hereby authorizes Search to sign Assignor's name on all such clause
and collections Search makes, and to endorse Assignor's name on all such
payments it receives. Assignor hereby instructs and authorizes all providers of
the foregoing coverages to rely on this Assignment and any statement or
instruction in writing by Search with respect to the operation and effect of
this Assignment and the installment contracts covered by it. Assignor hereby
agrees that the providers of the coverages who so rely shall have no liability
to Assignor for complying with this Assignment and such statements and
instructions by Search.

Dated:  November 4, 1996               MS FINANCIAL, INC.


                                       By: /s/ Phillip J. Hubbuch, Jr.
                                          -------------------------------------
                                       Its: Vice Chairman and Chief Executive
                                            Officer
                                           ------------------------------------




<PAGE>   15
                                                                      EXHIBIT D

                               POWER OF ATTORNEY


     KNOW ALL PEOPLE BY THESE PRESENTS:

     MS FINANCIAL, INC. ("Principal") hereby constitutes and appoints SEARCH
FUNDING CORP. ("Search") as its true and lawful agent and attorney in fact to
act in its name and stead or on its behalf with authority to do the following
acts with respect to motor vehicle installment sales contracts and related
right which Search purchased from Principal pursuant to that certain Motor
Vehicle Installment Sales Contract Assignment Purchase Agreement entered into
by Search and Principal (the installment sale contracts and related rights are
referred to herein as the "Property"):

     1.   Search can receive, endorse and collect all payments made payable to
or owed to Principal in connection with the Property.

     2. Search can enforce, release, modify and transfer the rights and
interests granted to Principal with respect to the Property, which on their
face give Principal rights regarding the Property, including but not limited to
rights with respect to insurance policies, motor vehicles and certificates of
title.

     This Power of Attorney is coupled with an interest and cannot be
terminated by Principal.

     This Power of Attorney is made on November 4, 1996.

                                       MS FINANCIAL, INC.


                                       By: /s/ Phillip J. Hubbuch, Jr.
                                          -------------------------------------
                                       Its: Vice Chairman and 
                                            Chief Executive Officer
                                           ------------------------------------

STATE OF MISSISSIPPI
COUNTY OF MADISON


Subscribed and sworn to
before me this 4th day of November, 1996

/s/ Anglea B. Sykes "McDonald"
--------------------------------
Notary Public


<PAGE>   16
                                                                      EXHIBIT E





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

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

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


Dear ________:

     Please be advised that MS FINANCIAL, INC. ("MS") has sold to Search
Funding Corp. the Motor Vehicle Installment Sales Contract relating to your
automobile that was previously owned and serviced by MS. Please direct all
future payments to Search Funding Corp. at:

                             [Search Funding Corp.]
                              700 N. Pearl Street
                                   Suite 400
                            Dallas, Texas 75201-2809

     If you have any questions, please contact Search Funding Corp. at
800-299-2886.

                                       MS FINANCIAL, INC.


                                       By:
                                          -------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------

<PAGE>   17
                                  BILL OF SALE


     WITNESSETH THAT, in consideration of the sum of Ten Dollars ($10.00) in
hand paid and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, MS FINANCIAL, INC., a Delaware
corporation ("Seller"), hereby bargains, sells, conveys, assigns and transfers
to SEARCH FUNDING CORP., a Texas corporation ("Purchaser"), its successors and
assigns, all Seller's right, title and interest in and to each of the Contracts
listed on the List of Contracts attached hereto as Exhibit 1 and in and to the
Assets associated with the Contracts. This sale is made pursuant to the Motor
Vehicle Installment Sales Contract Assignment Purchase Agreement ("Agreement")
entered into by Seller and Purchaser as of November 4, 1996. All terms used in
this Bill of Sale have the meanings defined in the Agreement.

     TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns,
forever.

     AND SELLER, for itself and its successors and assigns, covenants with
Purchaser and its successors and assigns that the Assets are free and clear
from any liens or encumbrances whatsoever, except as otherwise provided in
Exhibit A to the Agreement, that Seller is the true and lawful sole owner
thereof and has full and unrestricted right and lawful authority to bargain and
sell the same to Purchaser as herein provided. In accordance with and subject
to the Agreement, Seller and its successors and assigns will forever warrant
and defend all and singular every said Asset unto Purchaser and its successors
and assigns against all claims and demands contrary to the foregoing covenant.

     This Bill of Sale shall be binding upon Seller and its successors and
assigns and shall inure to the benefit of Purchaser and its successors and
assigns.

     IN WITNESS WHEREOF, Seller has executed this Bill of Sale by its duly
authorized officer on the date set forth below.

Dated:  November 4, 1996               MS FINANCIAL, INC.


                                       By:   /s/ PHILLIP J. HUBBUCH, JR.
                                          -------------------------------------
                                       Name:     Phillip J. Hubbuch, Jr.
                                            -----------------------------------
                                       Title:    Vice Chairman and CEO
                                             ----------------------------------


                                       SEARCH FUNDING CORP.


                                       By:   /s/ GEORGE C. EVANS
                                          -------------------------------------
                                       Name:     George C. Evans
                                            -----------------------------------
                                       Title:    President and CEO
                                             ----------------------------------

<PAGE>   18

                       ASSIGNMENT OF INSURANCE INTERESTS


         MS FINANCIAL, INC. ("Assignor") hereby absolutely and irrevocably
assigns to SEARCH FUNDING CORP. ("Search") all of Assignors right, title and
interest in, under, and with respect to all insurance and service contracts
which provide any of the following coverages with respect to motor vehicle
installment sales contracts which Assignor has sold to Search:

     1.   credit life, credit disability, or credit accident and health;

     2.   casualty, damage, theft, loss or liability;

     3.   involuntary unemployment;

     4.   mechanical breakdown, warranty, maintenance, or servicing;

     5.   lender protection, vendor/lender single interest skip, repossessed
          vehicle casualty (including damage, theft and loss), confiscation,
          non-filing, failure of lien perfection, contract default or residual
          value; or

     6.   any other coverage assigned in writing by Assignor to Search.

     Without limiting the rights included in this assignment, this assignment
entitles Search to claim and collect all benefits, refunds, and other amounts
with respect to all coverages that Assignor would be entitled to claim and
collect, and to make such claim and collections in its name or Assignor's name.
Assignor hereby authorizes Search to sign Assignor's name on all such clause
and collections Search makes, and to endorse Assignor's name on all such
payments it receives. Assignor hereby instructs and authorizes all providers of
the foregoing coverages to rely on this Assignment and any statement or
instruction in writing by Search with respect to the operation and effect of
this Assignment and the installment contracts covered by it. Assignor hereby
agrees that the providers of the coverages who so rely shall have no liability
to Assignor for complying with this Assignment and such statements and
instructions by Search.

Dated:  November 4, 1996               MS FINANCIAL, INC.


                                       By:  /s/ PHILLIP J. HUBBUCH, JR.
                                          -------------------------------------
                                       Its:     Vice Chairman and CEO
                                           ------------------------------------