PURCHASE AGREEMENT

AGREEMENT made and entered into as of the 14th day of March, 1997 by and between
Western Fidelity Funding, Inc., a Colorado corporation, with a place of business
at 4704 Harlan  Street,  Suite 260,  Denver,  Colorado,  80212  ("Seller");  and
Mountain  Parks  Financial  Services,  Inc., MP Financial  Services,  (MPFS),  a
Colorado corporation with a place of business at 10401 East Colfax
Avenue, Aurora, CO 80040-0605 ("Buyer").

                                 WITNESSETH THAT

     WHEREAS,  Seller  wishes  to sell and Buyer  wishes to buy all of  Seller's
right,  title and interest in certain  consumer  credit sale  contracts,  retail
installment  contracts,  promissory  notes and Security  agreements  and similar
instruments,  hereafter  defined as  "Contracts",  upon the terms and conditions
contained herein.
     NOW  THEREFORE,  in  consideration  of the Mutual  promises  and  covenants
contained in this Agreement, the parties agree as follows:
1.  DEFINITIONS
     Whenever used in this Agreement,  the following  words and phrases,  unless
     the context otherwise requires, shall have the following meaning:
     a.   Agreement means this Purchase  Agreement,  including all schedules and
          exhibits attached hereto.
     b.   Contract  means a consumer  credit sale contract,  retail  installment
          contract,  promissory  note and related  security  agreement,  chattel
          paper, or similar instrument which evidences an Obligor's indebtedness
          which is secured by a motor  vehicle and which is owned,  held by, and
          payable to Seller.  The term "Contract"  includes all monies due or to
          become due on such Contract,  all claims,  rights and causes of action
          at any time  belonging  to Seller  in  connection  therewith,  and all
          information,  instruments,  documents and collateral  related thereto,
          including but not limited to Certificates of Title, guaranties, credit
          information  and reports,  lien search reports,  files,  ledger cards,
          payment  history  reports,  files,  and  policies or  certificates  of
          property insurance and credit insurance.
     c.   Purchase  Date shall be March 14,  1997,  or such other date as may be
          agreed upon by Buyer and Seller.
     d.   Determination Date shall mean March 13, 1997.
     e.   Obligor  means the person or persons who  obtained  credit from Seller
          or, if Seller's  ownership of a Contract was  established by purchase,
          who obtained the credit from Seller's predecessor in interest, and who
          is obligated to pay Seller in accordance with a Contract.
     f.   Net  Outstanding  Balance  means the  unpaid  principal  balance  of a
          Contract not including  accrued but unpaid late charges or accrued but
          unpaid interest as of the Determination Date.

2.   SALE OF CONTRACTS
     On the Purchase Date,  Seller will sell,  assign,  transfer and set over to
     Buyer all of its right,  title and interest in and to the Contracts  listed
     on the Schedule of  Contracts  to be attached to this  Agreement as Exhibit
     "A", and Buyer will  purchase the Contracts and all monies due and owing on
     the Contracts. Exhibit "A" shall be prepared as of the close of business on
     the Determination  Date and shall list each Contract to be purchased on the
     Purchase Date, The Contracts to be sold and purchased  hereunder  shall not
     include any Contract (a) that is ten (10) days  delinquent  on the Purchase
     Date or which is otherwise  in default,  (b) for which the Obligor has been
     or is Currently the subject of bankruptcy  proceedings,  _(C) for which the
     collateral has been repossessed, or which is the subject of any litigation,
     or (d) for which the Seller does not have complete or proper documentation.

3.   PURCHASE PRICE - CONTRACTS
     a.   On the Purchase Date, Buyer shall pay to Seller the purchase price for
          the Contracts,  which shall be an amount equal to 90% of the aggregate
          Net  Outstanding  Balances  of the  Contracts  shown on  Exhibit  "A".


                                       
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          Payment of the Purchase Price shall be in U.S.  Dollars,  delivered by
          wire transfer,  check or other form of payment  mutually agreed by the
          parties.
     b.   If,  following  the Purchase  Date,  it is  determined  that Buyer has
          purchased any  Contract(s)  which should not have been included in the
          sale for any of the reasons  specified  ill  Paragraph  Two (2) above,
          Seller shall  repurchase each such Contract and pay to Buyer an amount
          equal  to  90%  of  the  Net   Outstanding   Balance  owing  oil  said
          Contract(s).

4.   ENDORSEMENTS
     On the  Purchase  Date,  upon payment of the  Purchase  Price,  Seller will
     execute and deliver such  endorsements,  assignments or other  documents as
     shall be necessary to evidence  Setter's sale of the Contracts to Buyer and
     Buyer's  Security  interest  (to be no less  than  that of  Seller)  in the
     property securing the Contracts.  In addition,  Seller will authorize Buyer
     to endorse  and  assign  Seller's  interest  in each  Contract  in order to
     evidence  the  transfer of Seller's  interest in the  Contracts to Buyer in
     such mariner as may be reasonable  and  appropriate.  On the Purchase Date,
     Seller shall furnish Buyer with a Power of Attorney in form of the document
     attached  hereto as  Exhibit  "B".  Buyer  agrees  to save and hold  Seller
     harmless from any loss occasioned by Buyer's use of tile Power of Attorney.
     Seller  further  agrees,  from time to time following the Purchase Date, to
     execute any individual assignments which are necessary to effect assignment
     of each Contract to Buyer.

5.   BUYER'S AUTHORIZATION
     On  the  Purchase  Date,  upon  payment  of  the  Purchase  Price,   Seller
     irrevocably  authorizes Buyer to effect the endorsements and assignments as
     provided in Paragraph Four (4) above by the impression of a rubber stamp or
     stamps,  facsimile  signature or sticker and to endorse  Seller's name upon
     any notes, acceptances, checks, drafts, money order or other instruments of
     payment  that may come into the  possession  of Buyer as payment of or upon
     the Contracts and, also, to execute  releases,  statements of  termination,
     satisfactions  and any and all other  documents  required to be executed in
     conjunction with the Contracts.

6.   OTHER ITEMS SUBJECT TO SALE
     On the Purchase Date, upon payment of the Purchase Price,  Seller will also
     sell,  assign,  transfer,  and set  over to Buyer  in  connection  with the
     Contracts:
     a.   All  of  Seller's   interest   and  benefits  in,  to  and  under  all
          endorsements and guaranties by or of others held by it with respect to
          the Contracts.
     b.   All  of  Seller's   rights,   title  and   interest  in  all  security
          instruments,  and the liens  created  thereunder  with  respect to the
          Contracts.
     c.   All  individual  ledger  cards,   bookkeeping   memoranda,   receipts,
          correspondence,  folders,  credit files, fan folds,  indexes,  and all
          other  records  of  Seller  pertaining  to  the  Contracts.  All  such
          materials,  which may be in the form of computer  disc,  microfilm  or
          magnetic tape, shall be delivered to Buyer on the Purchase Date.
     d.   All filing receipts  evidencing  recordation or filing in governmental
          filing or  recording  offices of  financing  statements  and/or  other
          filing instruments oil all Contracts.
     e.   All of the interest of Seller under each and every existing  policy or
          certificate  of  insurance,  if any, to the extent such relates to any
          property securing any Contracts and as relates to the life or lives or
          health  of any  Obligors  of  said  Contracts.  Seller  shall  provide
          reasonable  assistance  to Buyer in  securing  Long Form Loss  Payable
          Clauses  to be  issued  in  favor of Buyer  with  respect  to all such
          insurance covering any property described in its Contracts and also an
          assignment of beneficial interest in any policy(ies) covering the life
          or  lives  and/or  sickness  or  disability  of any  Obligors  of such
          Contracts.  Seller agrees that the insurance  carrier(s)  shall pay to
          Buyer any and all unearned premiums from cancellations occurring after
          the Purchase Date and to return  premium claims or hereafter to become
          due to Seller.
     f.   All pending  insurance  claims and all claims filed in the future,  if
          any, and the proceeds  thereof if any, in  connection  with any of the

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          Contracts purchased by Buyer. Seller agrees to save and Buyer harmless
          from  any loss to Buyer  occasioned  by  reason  of  insurance  policy
          defenses raised by the carrier of such  insurance,  where such defense
          is based upon any  action of or failure to act by Seller  prior to the
          Purchase Date.

7.   SELLER'S WARRANTIES
     The following covenants,  warranties and representations are made by Seller
     to Buyer as of the date of this  Agreement,  all of which shall be true and
     correct  as of the  Purchase  Date as a  material  condition  precedent  to
     Buyer's  obligation to purchase the Contracts as contemplated  hereby,  and
     all of which covenants,  warranties and  representations  shall survive the
     execution of this Agreement and the Closing hereunder:
     a.   Seller  covenants,  represents  and  warrants  that  Seller  is a duly
          organized, validly existing and in good standing under the laws of the
          State of Colorado,  that is duly  registered and authorized to conduct
          business  in every  other  state  where the  nature or  conduct of its
          business or its ownership of property  requires it to be so registered
          and authorized;  and that it has obtained and maintained all licenses,
          registrations  and other  authorizations  required  under any federal,
          state,  or local law,  regulation or ordinance in connection  with the
          conduct of its business, its ownership of the Contracts, or otherwise.
     b.   Seller  covenants,  represents  and warrants  that the  execution  and
          delivery of this  Agreement and the  consummation  of the  transaction
          contemplated  hereby  have been  duly and  validly  authorized  by all
          necessary corporate action, and no other actions or proceedings on the
          part of  Seller  are  necessary  to  authorize  this  Agreement.  This
          Agreement  constitutes  a valid  and  legally  binding  obligation  of
          Seller.
     c.   Seller covenants,  represents, and warrants that neither the execution
          and delivery of this Agreement nor the consummation of the transaction
          contemplated  hereby,  nor  compliance  by Seller with the  provisions
          hereof,  will  violate,  conflict  with or result in any breach of, or
          constitute  a default  tinder,  any  instrument  or agreement to which
          Seller is a party,  or by which it is bound,  or any  federal or state
          statute or any  judicial  or  administrative  decree,  order or ruling
          applicable to Seller or to the Contracts to be sold.
     d.   Seller  covenants,  represents,  and warrants that the ledger cards or
          equivalent  records  delivered  to Buyer  shall  fully and  accurately
          reflect the true  outstanding  Unpaid  balances of the Contracts as of
          the close of  business  on the  Determination  Date,  and the cards or
          equivalent records will accurately reflect the collection  activity on
          the  Contracts  and the payments  received on the  Contracts  from the
          respective Obligors.
     e.   Seller  covenants,  represents and warrants that Seller has good title
          to the  Contracts to be sold under this  Agreement,  free and clear of
          any liens, encumbrances or charges whatsoever,  and that Seller is the
          absolute  owner thereof with full and sole right to transfer  title to
          the Contracts and all other items sold under Paragraph Six (6) hereof,
          and that no person,  firm,  corporation or  association  has any claim
          whatsoever to the Contracts  sold under this Agreement or the proceeds
          of the Contracts.
     f.   Seller covenants,  represents, and warrants that, except as may be set
          forth on  Exhibit  "C"  hereto,  it is not a party to and  there is no
          pending or threatened litigation,  legal or administrative proceeding,
          or otherwise, which would, if decided against Seller, have any adverse
          effect on the Contracts or Seller's  right to transfer same, or on any
          of the other items to be sold pursuant to this Agreement.
     g.   Seller  covenants,  represents,  and warrants  that each Contract sold
          under this  Agreement  is genuine,  valid and complete in all respects
          and is enforceable in accordance with its terms; that no understanding
          or agreement  has been  reached with any Obligor for any  variation of
          the  interest  rate,  schedule of payments or other  material  item or
          condition of any Contract except for any modification  entered into in
          the ordinary  course of business and noted on Seller's  records;  that
          all  information  contained in Seller's  books,  records and files and
          other documents  provided to Buyer in connection with the Contracts is
          true,  complete  and  accurate,  except for  information  Supplied  by
          Obligors or third parties,  which  information  is true,  complete and
          correct  to the  best of  Seller's  knowledge;  and  that  none of the

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          Contracts  is or will be  delinquent  or  otherwise  in default on the
          Purchase Date,  that none of the collateral for the Contracts has been
          repossessed,  and that none of the  Contracts  is the  subject  of any
          litigation.
     h.   Seller covenants, represents and warrants that no deferments have been
          granted to any Obligor.
     i.   Seller covenants, represents, and warrants that no Contract is subject
          to any defense,  set-off or  counterclaim to the payment of the amount
          of the  unpaid  balance  due  on  the  Contract,  or a  proceeding  in
          bankruptcy.
     j.   Seller covenants,  represents,  and warrants that each instrument,  or
          the property or goods  described in each  instrument,  representing or
          securing  a Contract  is in the  possession  of Seller;  and that each
          security  instrument or other  agreement  evidencing  and Securing any
          Contract sold hereunder will constitute as of the close of business on
          the Purchase Date, a valid enforceable and perfected first lien on the
          property or goods described in Such instrument.
     k.   Seller covenants,  represents,  and warrants that all of the Contracts
          and security instruments sold by Seller under this Agreement, Seller's
          statements and application-  relating thereto,  and Seller's practices
          and the conduct of its business with reference to the Contracts comply
          with all applicable  state,  federal,  and local laws and regulations.
          Seller  specifically  covenants,  represents  and  warrants  that  all
          deferral  fees and  charges,  insufficient  funds check fees,  and all
          other fees and charges  imposed by Seller on any of the Obligors  were
          validly imposed in accordance with applicable law.
     1.   Seller  covenants,  represents,  and warrants that it has paid or will
          cause to be paid any and all license,  franchise,  intangible or stamp
          taxes  or fees  due and  owing  at the  Purchase  Date to the  Federal
          government,   any  State  government  and  any  political  subdivision
          thereof,  arising from or growing out of the acquisition,  collection,
          or holding of any and all of the Contracts;  not  including,  however,
          any fee or charge to change the name of the first  lien  holder on any
          titles securing the Contracts.
     m.   Seller  covenants,  represents,  and warrants  that it will,  from and
          after the Purchase  Date,  pay over to Buyer any payments  received in
          payment on the Contracts, after the Determination Date.
     n.   Seller  covenants,  represents  and  warrants  that,  on or before the
          Purchase  Date, it will have obtained any and all approvals  necessary
          to  effectuate  the sale of the  Contracts  from any and all  relevant
          administrative,  quasi-administrative  or other governmental agencies.
          In the  event  of any  breach  or  breaches  of any of (he  warranties
          contained herein, Seller will, upon five (5) days prior written notice
          (which notice shall  describe the breach,  including the nature of the
          breach and such other  information,  documents,  records and papers as
          necessary) to Seller by Buyer,  repurchase each Contract to which such
          breach relates,  by paying Buyer the Net Outstanding  Balance owing on
          such Contract(s) on the date of repurchase.
     o.   Seller  covenants,  represents  and warrants  that none of the credits
          entered on any contract,  and no part thereof,  was  gratuitous or was
          given for a consideration other than the payment of money oil property
          given as trade-ins for down payment credit.

8.   INDEMNIFICATION
     a.   Indemnification:  To the Buyer. The Seller agrees to defend, indemnify
          and hold  harmless the Buyer and its officers,  directors,  employees,
          successors and assigns, from and against any and all losses,  damages,
          claims, suits, proceedings, liabilities, costs and expenses, including
          without limitation reasonable attorneys' fees ("Losses" or "Claims" as
          the context requires), which may be imposed on, sustained, incurred or
          suffered  by,  or  asserted  against  any Such  persons,  directly  or
          indirectly, as a result of or relating to or arising Out of the breach
          of any  representation  or warranty or  covenant or  agreement  of the
          Seller contained in this Agreement.
     b.   Indemnification:  To the Seller. The Buyer agrees to defend, indemnify
          and [told harmless the Seller and its officers, directors,  employees,
          successors and assigns, from and against any and all losses,  damages,
          claims, suits, proceedings,  liabilities, costs and expenses including
          without limitation reasonable attorneys' fees ("Losses" or "Claims" as
          the context requires) which may be imposed on, sustained,  incurred or

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          suffered  by  or  asserted  against  any  such  persons,  directly  or
          indirectly, as a result of or relating to or arising out of the breach
          of any  representation  or warranty or  covenant or  agreement  of the
          buyer contained in this Agreement,  or arising from Buyer's  ownership
          or servicing of the Contracts  purchased under this Agreement,  at any
          time on or after the Purchase Date.

9.   USE OF RECORDS BY SELLER
     Buyer agrees that all records and  memoranda of Seller  hereby  transferred
     will be made  available  for the use of Seller in making tax returns or for
     any other  legitimate  purpose  which does not tend to idjure  Buyer in its
     competition  with other companies and will remain so available for a period
     of not less than 18 months after the date of this Agreement.

10.  BUYER'S WARRANTIES
     Buyer hereby  represents  and warrants to Seller,  as of the Purchase Date,
     which  representations  and warranties  shall survive the execution of this
     Agreement and the Purchase Date, that it is a corporation,  duly organized,
     validly  existing  and in good  standing  under  the  laws of the  state of
     Colorado,  and has taken all  corporate  action  necessary  or advisable to
     authorize the execution and consummation of the  transactions  contemplated
     by this Agreement.

11.  ADDITIONAL SELLER WARRANTY: DEFENSE AND EVIDENCE OF OWNERSHIP
     Seller  warrants,  represents  and agrees  that it will  warrant and defend
     Buyer's title to and ownership of the  Contracts  after the Purchase  Date;
     and that Seller will, at its own expense,  upon the  reasonable  request of
     Buyer after the Purchase Date, supply copies of any additional documents it
     may still have in it possession,  if any, which evidence Seller's ownership
     of the Contracts sold hereby, and will do, execute, acknowledge and deliver
     such  other  acts,  deeds,  assignments,   releases,   transfers  or  other
     instruments  and  assurances  as  Buyer  may  reasonably  request  to fully
     effectuate and confirm Buyer's purchase and ownership of the Contracts.

12.  ASSIGNMENT
     It is understood that the  contract(s)  covered by this Agreement have been
     pledged to BNY Financial Corporation,  a New York corporation,  to secure a
     portion of Seller's  indebtedness to Lender.  It is also understood that in
     lieu of  paying  the  amounts  specified  in  paragraph  three (3) above to
     Seller,  Buyer will pay such amount jointly to Seller and Lender in partial
     satisfaction  of  Seller's  indebtedness  to Lender  and  Seller  will make
     arrangements  to  procure  the  release   including  any   reassignment  of
     individual contracts) deemed necessary by Buyer to effectuate said release)
     of the Receivables  pledged to Lender in a manner and form  satisfactory to
     Buyer and will  insure  their  physical  delivery to Buyer on the fifth day
     after closing.

13.  RESERVE
     Buyer  will  retain  and hold on  Seller's  behalf an amount  equal to five
     percent  (5%) of the Net  Outstanding  Balance  as noted on page one (1) of
     Exhibit "A" of this Agreement (the "Reserve"). The Reserve shall be debited
     by Buyer the Net Outstanding  Principal  Balance on any Contract that fails
     to make  three (3)  payments  not more  than 30 days past due for  Seller's
     repurchase.  Buyer will execute and deliver such endorsements,  assignments
     or  other  documents  as  shall  be  necessary  to  evidence  the  Seller's
     repurchase  of such  Contract.  Buyer  will  provide a  monthly  accounting
     statement  to Seller on the  Reserve  account  no later than ten days after
     month end. After all contracts  shown on Exhibit "A" have met the three (3)
     payment requirement, any funds remaining ill the Reserve account subject to
     provisions in 13A will be remitted to Seller within 10 business days.

13 A. RESERVE OPTION
     Buyer may at its discretion utilize the reserve described in item number 13
     to pay the Net Outstanding Balance of any contract(s) that Seller within 90
     days  of  the  date  of  any  contract   does  not  provide   title  and/or

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     documentation  that guarantees Buyer that all taxes,  fees or other related
     costs are paid that may prevent Buyer from having a first lien position and
     a valid title.

     Additionally,  Buyer may retain any Reserve until all requirements in items
     number 13 and 13A have been met. In the event there is insufficient Reserve
     to allow  debiting the account  because of failure to produce a valid title
     within  90 days,  Seller  will,  with Five (5) days  notification  from the
     Buyer, repurchase any Contract for the Net Outstanding Balance.

14.  INSURANCE
     All of the collateral securing the contract(s) were at the time of Contract
     purchase  covered by property damage insurance which includes the coverages
     normally required for transactions of the nature of the contracts, with the
     contract obligors as the insureds and the Seller as loss payee.

15.  ANNOUNCEMENTS: NOTIFICATIONS
     Neither party hereto will make any announcement of this transaction  either
     prior to or subsequent to the Purchase Date without prior written  approval
     of the other, which will not be unreasonably withheld. Seller hereby agrees
     that Buyer may notify its  customers  verbally  and by mail  following  the
     Purchase  Date that a change in ownership of their  account from the Seller
     to Buyer has been  effected.  Seller  authorizes the use of its name in the
     notices and agrees to execute such  notices if requested by Buyer.  Neither
     Seller nor Buyer shall  disclose any material  provisions of this Agreement
     to any third party without the prior consent of the other, except as may be
     specifically required by law or any governmental agency.

16.  NOTICES
     Any notice to be given or other  documents  to be delivered by any party to
     the  other  party may be  delivered  in  person  to such  party,  or may be
     deposited in the United States  certified mail,  return receipt  requested,
     with  postage  thereon  fully  prepaid and  addressed to the party for whom
     intended at the address shown below:

     TO BUYER:           Mountain Parks Financial Services, Inc.
                         Dennis Berglund, Presideiit/CEO
                         10401 East Colfax Avenue 
                         Aurora, Colorado 80040-0605

     TO SELLER:          Western Fidelity Funding, Inc.
                         Gene Osborn, President
                         4704 Harlan Street, Suite 260
                         Denver, Colorado 80212

     Any party to this Agreement may, from time to time by written notice to the
     other, designate a different address which shall be substituted for the one
     above.  Notices  sent by  certified  mail  shall be deemed  effective  when
     receipted for.

17.  SOLE UNDERSTANDING
     It is understood and agreed that this Agreement constitutes the sole mutual
     understanding  regarding the subject matter of this Agreement,  and that no
     provision hereof shall be modified or altered except in writing duly signed
     by both parties to this Agreement.

18.  APPLICABLE LAW
     The  laws  of  the  State  of  Colorado   shall  govern  the  validity  and
     interpretation of this Agreement and the performance of the parties to this
     Agreement.

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19.  HEADINGS NOT PART OF AGREEMENT
     Marginal headings are informational only and not a part of this Agreement.

20.  EXPENSES
     Except as is otherwise specifically provided in this Agreement,  regardless
     whether  the  execution  of this  agreement  takes  place or  whether  this
     Agreement is terminated, all parties shall pay their own costs and expenses
     in connection with this Agreement and the transactions contemplated hereby,
     including,  but not by way of limitations all regulatory  fees,  attorneys'
     fees, accounting fees and other expenses.

21.  ATTORNEY'S FEES
     In the event of any action,  suit,  or other  proceeding  to  interpret  or
     enforce this Agreement,  the prevailing  party shall be entitled to recover
     its reasonable attorney's fees and costs incurred from the other party.

22.  SUCCESSORS AND ASSIGNS
     All terms and provisions of this Agreement  shall be binding upon and shall
     inure to the benefit of the parties to this Agreement and their  respective
     transferees, successors and assigns.

23.  MULTIPLE COUNTERPARTS
     This  Agreement  may be executed in  multiple  counterparts,  each of which
     shall be deemed an  original  for all  purposes  and all of which  shall be
     deemed,  collectively,  one agreement,  but in making proof hereof it shall
     not be necessary to exhibit more than one such Counterpart.

24.  INVALID PROVISIONS
     If any  provision  of this  Agreement  is held to be  illegal,  invalid  or
     unenforceable  under  present or future laws  effective  during the term of
     this Agreement, the provision shall be fully severable; this document shall
     be  construed  and  enforced as if the  illegal,  invalid or  unenforceable
     provision had never comprised a part of this  Agreement,  and the remaining
     provisions  shall remain in full force and effect and shall not be affected
     by the illegal, invalid or unenforceable provision or by its severance from
     this Agreement.

     Furthermore,  in lieu of the illegal,  invalid or  unenforceable  provision
     there shall be added  automatically as a part hereof a provision as similar
     in terms to the  illegal,  invalid  or  unenforceable  provision  as may be
     possible and be legal,  valid and enforceable,  and, as changed or amended,
     continue to reflect the original intent of the parties hereto.

25.  ENTIRE AGREEMENT
     The making,  execution  and delivery of this  Agreement by the parties have
     been induced by no representations,  statements,  warranties, or agreements
     other than those  herein  expressed.  This  Agreement  embodies  the entire
     understanding  of the parties and there are no further or other  agreements
     or  understanding,  written or oral, in effect between the parties relating
     to the subject matter of this Agreement.

26.  TIME OF ESSENCE
     The  parties  to this  Agreement  agree and  stipulate  that time is of the
     essence  with regard to the  performance  by each party of its  obligations
     under this Agreement.

27.  BROKERAGE
     Each of said  parties  hereby  indemnifies  and  agrees  to hold the  other
     harmless against any and all claims, losses,  liabilities or expenses which
     may be  asserted  against  the other as the  result  of the  other  party's
     dealings, arrangements or agreements with any such broker, finder or person
     or entity.

                                                                               7

<PAGE>


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 officers.


                                         SELLER:
                                         WESTERN FIDELITY FUNDING, INC.

Witness: /s/ Marya L. Brancio            By: /s/ Gene Osborn
        ----------------------------        -----------------------------
                                            Gene Osborn
                                            Its President

                                         BUYER:
                                         MOUNTAIN PARKS FINANCIAL SERVICES, INC.

Witness: /s/ Marya L. Brancio            By: /s/ Dennis Berglund
        ----------------------------        -----------------------------
                                            Dennis Berglund
                                         Its: President/CEO
Attachments:
         Exhibit A
         Exhibit B
         Exhibit C
         Exhibit D
         Exhibit E
         Release Agreement


                                                                               8
<PAGE>

                                   EXHIBIT "A"

                                CLOSING STATEMENT

Seller:           WESTERN FIDELITY FUNDING, INC.

Buyer:            MP FINANCIAL SERVICES

Date:             March 14, 1997


      1. Net Outstanding Balances                             $4,459,417.60
      2. Less Discount                       (445,941.76)  =      10 %of #1
      3. Purchase Price                                       $4,013,475.84
      3. Less Reserve                        (222,970.88)  =       5% of #1
      3. Amount to Seller                                     $3,790,504.96





Seller:                                       Buyer:
WESTERN FIDELITY FUNDING, INC.                MP FINANCIAL SERVICES


By: /s/ Gene Osborn                           By: /s/ Dennis Berglund
   -----------------------------                  -----------------------------

Gene Osborn                                   Dennis Berglund
(Typed or Printed Name)                       (Typed or Printed Name)

Its: President                                 President/CEO
(Title)                                        (Title)





                                  Page 1 of 10

<PAGE>

                                    EXHIBIT B
                            LIMITED POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that,  pursuant to that certain Purchase
Agreement  dated March 13,  1997,  between  Western  Fidelity  Funding,  Inc., a
Colorado  corporation,  its successors and assigns, and MP Financial Services, a
Colorado  corporation,  the  undersigned  (herein termed the  "Principal")  does
constitute and appoint MP Financial Services, its successors and assigns (herein
termed the  "Attorney"  and  sometimes  termed the  "Purchaser"),  acting by and
through such Attorney's  designated officers and employees,  the true and lawful
Attorney  and Attorney of the  Principal,  with full power by an  instrument  in
writing to appoint a substitute or substitutes  for and in the name and stead of
the Principal but for the benefit of the Purchaser,  its successors and assigns,
to  demand,  reduce to  possession,  collect,  receive,  receipt  for,  endorse,
compromise,  settle or assign without recourse any and all indebtedness,  notes,
commercial paper,  promises to pay, retail installment sales contracts,  chattel
paper, instruments, chooses in action and other obligations described in Exhibit
"A" to that certain Bill of Sale and Assignment of  Receivables  dated March 14,
1997,  from the  Principal to the  Purchaser  ("Receivables")  together with all
monies  due or to become  due under said  Receivables,  and any and all  claims,
chooses in action,  and rights and causes of action relating thereto,  including
without  limitation  any and all real  estate and  personal  property,  security
instruments and insurance  policies held as security for said  Receivables,  and
all other  property of every kind  identified  in said Exhibit "A"; to cancel or
release the  Receivables  and release any  security,  in whole or in part and in
connection  therewith  to  execute,  acknowledge  or handle  proper  discharges,
releases,  satisfactions  or other  instruments  in  writing  which  may  become
necessary  in order to carry the  foregoing  powers into effect,  the  Principal
hereby ratifying and confirming all acts and things lawfully and reasonably done
by the Attorney or its  substitute or  substitutes in pursuance of the authority
herein granted.

         IN WITNESS  WHEREOF,  the Principal has executed this  instrument  this
13th day of March, 1997.

                                             WESTERN FIDELITY FUNDING, INC.


                                             By: /s/ Gene Osborn
                                                 ------------------------------
                                                 Gene Osborn, President

STATE OF COLORADO          )

COUNTY OF ADAMS            )

     The above and foregoing  Limited Power of Attorney was acknowledged  before
me on March 14, 1997, by Gene Osborn as President of Western  Fidelity  Funding,
Inc.,

     WITNESS my hand and official seal.

                                         /s/ John Schreven
                                         -------------------------------------
                                         Notary Public - State of Colorado

                                         John Schreven
                                         [Name Printed]
                                         My Commission Expires November 13. 1999
<PAGE>

                                   EXHIBIT "C'

                 LITIGATION, LEGAL OR ADMINISTRATIVE PROCEEDINGS
                                      NONE


<PAGE>
                                   EXHIBIT "D"
                   BILL OF SALE AND ASSIGNMENT OF RECEIVABLES


         IN CONSIDERATION OF the sum of One and no/100 ($1.00) Dollars and other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
and pursuant to and in furtherance of a certain  Agreement  dated March 13, 1997
and between Western Fidelity Funding, Inc. (herein called "Seller"),  a Colorado
corporation,  and MP Financial Services (herein called "Purchaser"),  a Colorado
corporation,  Seller  does  hereby  grant,  bargain,  sell,  assign,  convey and
transfer to, and vest in, Purchaser, its successors and assigns, forever, all of
Seller's right,  title and interest (legal or equitable) in and to the following
described  property and assets,  all in accordance with the terms and provisions
of said Agreement.

         All  indebtedness,  notes,  commercial  paper,  promises to pay, retail
installment sales contracts,  chattel paper, instruments,  choses in actions and
other  obligations  described  in Exhibit "A" attached  hereto  ("Receivables"),
together with all monies due or to become due on such  Receivables;  all claims,
rights and causes of action at any time  belonging to Seller in connection  with
the Receivables;  and all rights,  title and interest of the Seller in all other
instruments,  documents,  information and collateral related thereto,  including
but not  limited to credit  information  reports,  lien search  reports,  files,
ledger  cards and  certificates  of title  pertaining  thereto,  all policies or
certificates  of  insurance in force on  collateral  securing any and all of the
Receivables  or insuring  Seller as the owner thereof or otherwise as a party in
interest with respect thereto,  such credit life and credit disability  policies
and unearned  premiums herein as are described in the aforesaid  Agreement;  and
any and all collateral  securing the  Receivables,  including but not limited to
security agreements and chattel mortgages.

         This Bill of Sale and Assignment is hereby incorporated and made a part
of said Agreement.

        IN  WITNESS  WHEREOF,  Seller  has  caused  this  instrument  to be duly
executed this 13th day of March, 1997.


                                           WESTERN FIDELITY FUNDING, INC.

                                           By: /s/ Gene Osborn
                                               ---------------------------------
                                               Gene Osborn, President


<PAGE>
                                   EXHIBIT "E"
                     CERTIFIED COPY OF CORPORATE RESOLUTION

     I hereby  certify  that at a special  meeting of the Board of  Directors of
Western Fidelity Funding, Inc., a Colorado corporation,  duly called and held on
the 14th day of March,  1997, at the principal office of the corporation at 4704
Harlan  Street,  Suite  260,  at  which a  quorum  was  present,  the  following
resolution was unanimously adopted:

     WHEREAS,  this  corporation  is  about to  execute  air  Agreement  with MP
Financial  Services,  a Colorado  corporation  ("MPFS")  pursuant  to which this
corporation  will  sell  to  MP  Financial   Services  certain  assets  of  this
corporation  consisting of retail installment  contracts,  promissory,  Security
notes,  security agreements and similar instruments (the "Contracts") for and in
consideration  of the payment of  approximately  $ 4,000  000.00 by MP Financial
Services to this corporation; and

     WHEREAS, it is the opinion of this Board of Directors that the sale of such
Contracts by this  corporation to MP Financial  Services is in the best interest
of this corporation, and that the consideration offered by MP Financial Services
for such Contracts is fair and adequate;

     NOW THEREFORE, BE IT RESOLVED that the execution and delivery of a Purchase
Agreement  by and  between  this  corporation  as the  Seller  and MP  Financial
Services as the Buyer for the sale of Contracts owned by this  corporation for a
consideration  of  approximately  $  4,100,000.00  by any  one of the  officers,
employees  and  agents of this  corporation  listed  below,  upon such terms and
conditions  and with such  covenants.  representations  and  warranties  as such
designated  officers,  employees and agents may deem necessary or desirable,  be
and the same is hereby authorized,  approved and ratified as the act and deed of
this corporation.

     RESOLVED FURTHER that any one of the officers, employees and agents of this
corporation listed below are authorized to execute the Purchase  Agreement;  and
deal  on  behalf  of and in the  name  of this  corporation  with  MP  Financial
Services:

           Names                               Titles
           -----                               ------
           Gene Osborn                         President

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

     RESOLVED FURTHER that any of the above designated  officers,  employees and
agents of' this  corporation  are authorized to sign,  endorse,  make,  execute,
deliver,  transfer,  assign  and convey any and all  instruments  and  documents
necessary or desirable to  consummate  the sale of the Contracts to MP Financial
Services as contemplated by the Purchase Agreement.

     I further  certify that said resolution is duly recorded and appears in the
Minute Book of this corporation, and has not been alerted, amended or revoked.

     IN  WITNESS  WHEREOF  I have  hereunto  set my hand  and  the  seal of this
corporation this 14th day of March, 1997.

                                        President:


[Corporate Seal]                        /s/ Gene Osborn
                                        ------------------------------------

                                        ------------------------------------
                                        ------------------
<PAGE>
                                RELEASE AGREEMENT

     This RELEASE  AGREEMENT (this  "Agreement") is entered into as of March 14,
1997,  by and among  WESTERN  FIDELITY  FUNDING,  INC.,  a Colorado  corporation
("Borrower"),  BNY FINANCIAL CORPORATION,  a New York corporation ("BNYFC"), and
MP FINANCIAL SERVICES, INC., a Colorado corporation ("MPFS").

                                    Recitals

      A. BNYFC and Borrower have entered into that certain  Revolving Credit and
         Security Agreement dated as of June 24, 1996 (as amended,  supplemented
         or  otherwise  modified  from  time to  time,  the  "Loan  Agreement").
         Pursuant  to which  BNYFC has  provided to Borrower a line of credit in
         the amount of Twenty Million and No/100 Dollars (20,000,000) (the "Line
         of Credit").

      B. The  Line of  Credit  is  secured  by,  among  other  things,  security
         interests  and liens (the "BNYFC  Lien") in and to certain  receivables
         and other assets  described on Annex A to the Colorado UCC-3  Statement
         of Change (the "UCC-3")  attached  hereto on Schedule A and made a part
         hereof  (such  property  described  on the  Annex  A is  the  "Released
         Assets").

      C. Pursuant to that certain Purchase  Agreement dated March 14, 1997, (the
         "Purchase  Agreement"),  by and between Borrower and MPFS, Borrower has
         agreed to sell to MPFS certain property including,  without limitation,
         the Released Assets (the "Purchased Assets").

      D. As a condition to its purchase of the Purchased  Assets pursuant to the
         Purchase Agreement,  BNYFC is to release the BNYFC Lien on the Released
         Assets in order to permit Borrower to transfer the Purchased  Assets to
         MPFS free and clear of the BNYFC Lien.

                                    Agreement

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.   Release of Lien. BNYFC hereby releases any and all of BNYFC's security
          interests  in,  and any and all liens on and rights of lien on or set-
          off against,  the Released  Assets,  effective upon the closing of the
          sale of the  Purchased  Assets to the MPFS  pursuant  to the  Purchase
          Agreement and the receipt of BNYFC of  $4,236,446.7  via wire transfer
          of federal funds to *(see below) (the time of such closing and receipt
          of such  funds  being  referred  to as the  "Effective  Time").  BNYFC
          warrants that, as of the Effective Time, BNYFC has not assigned any of
          the  foregoing  security  interests,  liens or rights in the  Released
          Assets.

      2. Deliveries.  Further  Assurances.  BNYFC  further  agrees to deliver to
         MPFS, (i) concurrently with the Effective Time,  execute and deliver to
         MPFS the UCC-e with  respect to the UCC  filings  listed on Schedule A,
         and such other  instruments  of release or discharge  pertaining to the
         BNYFC Lien on the  Released  Assets as MPFS may  reasonably  request to


*Bank of New York, 48 Wall Street, A/C #8090653114, ABA #021000018, for the
account of: BNY Financial Corp. - Reference:  Western Fidelity Funding, Inc.

<PAGE>

         effectuate,  or reflect of public record,  the release and discharge of
         the BNYFC  Lien on the  Released  Assets,  and (ii) not later than five
         business days following the Effective  Time,  send via Federal  Express
         next day  delivery  the original  Receivable  Files which  includes the
         original retail installment  contract and certificate of title or title
         documents  to  MPFS at  10401  East  Colfax  Avenue,  Aurora,  Colorado
         80010-0605,  Attention: Dennis Berglund. BNYFC further agrees, from and
         after  the  Effective  Time,  (i)  all  Receivable  Files  held or sent
         pursuant to the  preceding  sentence by BNYFC prior to delivery to MPFS
         are and shall be held or sent as agent for  MPFS;  and (ii) to  deliver
         such other  release  statements  or  documents as MPFS may from time to
         time deem necessary or required to effectuate the foregoing. All of the
         foregoing deliveries shall be at the expense of the Borrower.

     3.   Governing Law. This  Agreement  shall be governed by, and construed in
          accordance with, the laws of the State of Colorado.

     4.   Beneficiary.  MPFS shall be a  beneficiary  of this  Agreement,  BNYFC
          acknowledges  that MPFS is relying on this  Agreement in executing the
          Purchase Agreement and purchasing the Purchased Assets.

     5.   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  shall be deemed to be an original  and
          all of  which  taken  together  shall  constitute  one  and  the  same
          agreement.

     IN WITNESS WHEREOF,  the undersigned have executed this Consent and Release
Agreement as of the date first written above.

                                        WESTERN FIDELITY FUNDING, INC.,
                                        a Colorado corporation


                                       By: /s/Gene E. Osborn
                                          -----------------------------------
                                          Gene E. Osborn, President


                                       BNY FINANCIAL CORPORATION,
                                       a New York corporation



                                       By: /s/Andrew Rogow
                                          -----------------------------------
                                          Name:  Andrew Rogow
                                          Title:  SVP
<PAGE>

STATE OF COLORADO                   )
                                    )ss.
COUNTY OF JEFFERSON                 )

The  foregoing  instrument  was  acknowledged  before me this 14th day of March,
1997, by Gene E. Osborn,  the  President of WESTERN  FIDELITY  FUNDING,  INC., a
Colorado corporation, on behalf of the corporation.

      WITNESS my hand and official seal.

      My Commission Expires:  November 20, 2000


                                         /s/
                                         -------------------------------------
                                         Notary Public
[SEAL]


STATE OF NEW YORK                   )
                                    )ss.
COUNTY OF MAN.                      )

The  foregoing  instrument  was  acknowledged  before me this 14th day of March,
1997,  by  Andy  Rogow,  the  SRV  of  BNY  FINANCIAL  CORPORATION,  a New  York
corporation, on behalf of the corporation.

      WITNESS my hand and official seal.

      My Commission Expires:  8/31/97


                                       /s/
                                       ----------------------------------------
                                       Notary Public
[SEAL]