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                                 THIRD AMENDMENT
                                       TO
                       SECURED REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT ("Amendment") is
dated and effective this 5th day of May, 1998 and made among Sentry Financial
Corporation ("Lender"), a Utah corporation, and AutoBond Acceptance Co., a Texas
corporation ("Borrower").

                                    RECITALS

A.      Lender and Borrower entered into that certain Secured Revolving Credit
        Agreement (the "Agreement") dated August 1, 1994. The Agreement was
        amended and restated in its entirety as the Amended and Restated Secured
        Revolving Credit Agreement dated as of July 31, 1995 and then again
        amended and restated in its entirety as the Second Amended and Restated
        Secured Revolving Credit Agreement also dated as of July 31, 1995. All
        capitalized terms, unless otherwise provided herein, will have the
        meaning ascribed to them in the Agreement, as amended.

B.      A genuine dispute has arisen between Lender and Borrower regarding
        whether Borrower is able to meet or fulfill the conditions precedent to
        an Advance and whether Borrower is in default or breach under the terms
        and conditions of the Agreement.

C.      In an effort to resolve their dispute, Lender is willing to loan money
        to a special purpose corporation wholly owned by Borrower on terms and
        conditions mutually agreeable to the parties ("May 1998-SPC Funding").

D.      In an effort to resolve their dispute, Lender and Borrower also desire
        to amend and modify the Agreement again.

                                    AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt, adequacy and
legal sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, voluntarily agree as follows:

A.      Article II, Credit Limit; Disbursement and Payment, Section 2.01, Credit
        Limit, subsection (a) Commitment to Lend, (i) Line of Credit. This
        subsection is amended by adding the following sentence to the end of the
        clause: "Any amount of indebtedness, loan or credit Lender has made or
        committed to make to any Affiliate of Borrower will reduce the Credit
        Limit dollar for dollar and count as principal amount outstanding
        hereunder, and such indebtedness, loan or credit will be deemed an
        Advance hereunder for purposes of payment of the fees and the Events of
        Default. Lender and Borrower further agree that the Credit Limit shall
        be reduced by Six







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        Million Five Hundred Thousand Dollars ($6,500,000.00) due to the May
        1998 SPC Funding."

B.      Article II, Credit Limit; Disbursement and Payment, Section 2.01, Credit
        Limit, subsection (b) Amount of Credit Limit, (i) Line of Credit. This
        subsection is amended by deleting it entirely and replacing it with:
        "The amount of the Credit Limit shall be $10,000,000."

C.      Article II, Credit Limit; Disbursement and Payment, Section 2.01, Credit
        Limit, subsection (d) Early Termination. This subsection is amended
        adding the following new sentence at the end of the subsection:
        "Borrower agrees that after April 30, 1998 Lender will have the right to
        terminate this Agreement by written notice once Borrower has obtained a
        commitment from another warehouse lender to fund Receivables."

D.      Article III, Security, Section 3.02, Guarantees. This Section is
        amended by deleting the subsection and replacing it with: "As additional
        security for the payment and performance of the Obligations and the
        Guarantor Obligations, Borrower shall cause William O. Winsauer to
        execute and deliver the appropriate Guarantee to Lender in accordance
        with Section 4.01(a)."

5.      Article IV, Conditions, Section 4.02, Conditions Precedent to All
        Advances. The first paragraph is deleted entirely and replaced with:
        "The obligation of Lender to make any Advance (including the first
        Advance) shall be subject to fulfillment of each of the following
        conditions to the satisfaction of, and as determined by, Lender on or
        prior to the Disbursement Date for such Advance:"

        The following new clause is added at the end of Section 4.02:

               "(x) Neither Borrower nor any Affiliate of Borrower is in breach
        or Default of any term, condition or obligation under any agreement with
        Lender."

6.      Article V, Representations and Warranties, Section 5.01, Representations
        and Warranties of Borrower. The following new clauses are added at the
        end of the subsection:

              "(bb) The Depository and Lender have entered into a separate
        agreement providing, among other things, that Lender has the sole
        control of any and all funds deposited into the Lender Accumulation
        Account; and all Obligors have, on or before disbursement of the
        Advance, been notified to make all payments on the Target Receivables
        into the Lender Accumulation Account;

               (cc) Borrower has not waived any representation or warranty, or
        any of the covenants, terms, conditions or provisions of any Operative
        Document or closing documents or any other agreement or document
        relating to or affecting the requested Advance or the Target
        Receivables, except as disclosed previously in writing to Lender in the





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        Draw Down Notice; and

               (dd) Borrower's execution, delivery and performance of the Loan
        Documents and Insurance Documents does not and will not violate or
        conflict with any requirements imposed by other lenders, including
        without limitation, Daiwa Finance Corporation or any affiliate thereof,
        Credit Suisse First Boston or any affiliate thereof, or any other party
        directly or indirectly providing financing to Borrower;"

30.     Article V, Representations and Warranties, Section 5.02, Repetition of
        Representations and Warranties. This subsection is renumbered as 5.03
        and amended to read as: "Each representation and warranty set forth in
        Sections 5.01 and 5.02 shall (unless otherwise specifically so
        indicated) be deemed to be made as of the first Disbursement Date, and
        repeated on each subsequent Disbursement Date and on each Payment Date
        as if made on and as of such date."

        A new Section 5.02 will be added as follows:

                (i) such Target Receivable complies fully with, and has been
                acquired by Borrower in accordance with, Borrower's underwriting
                guidelines and procedures (a copy of which is attached hereto as
                Exhibit A);

                (ii) Borrower has conducted each of the procedures set forth in
                the Borrower program manual ("Borrower Program Manual") to
                evaluate the Obligor's application in accordance with the
                criteria set forth in the Borrower Program Manual;

                (iii) on and after such Disbursement Date, there shall exist
                under each such Target Receivable a valid, subsisting and
                enforceable first priority security interest in the Financed
                Vehicle securing each Target Receivable and at such time
                enforcement of such security interest is sought and at all times
                there shall exist a valid, subsisting and enforceable first
                priority perfected security interest in such Financed Vehicle in
                favor of Borrower (and assigned to Lender under the Security
                Agreement);

                (iv) such Target Receivable has not been satisfied, subordinated
                or rescinded; and no provision of such Target Receivable has
                been waived, altered or modified in any respect, except as
                identified in the Receivable file and made in accordance with
                the Borrower Program Manual and Borrower's credit and collection
                policies, approved by Lender;

                (v) such Target Receivable is not and will not be subject to any
                right of rescission, set-off, recoupment, counterclaim or
                defense, whether arising out of transactions concerning such
                Target Receivable between the Obligor and the dealer, the dealer
                and Borrower, the dealer and an Originator, or otherwise and no
                such right has been asserted with respect thereto; the operation
                of the terms of such Target Receivable or the exercise of any
                right thereunder will not render any such Target Receivable
                unenforceable in whole or in part;

                (vi) upon assigning such Target Receivable to Borrower, dealer
                and/or Originator had full right to transfer such Target
                Receivable to Borrower, and dealer and/or Originator conveyed
                sole ownership of and good and marketable title to such Target
                Receivable to Borrower;

                (vii) such Target Receivable is not a Defaulted Receivable on
                the date of its transfer and there is no default, breach,
                violation, or event permitting acceleration under such Target




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                Receivable, and no event has occurred which, with notice and the
                expiration of any grace or cure period or both, would constitute
                a default, breach, violation, or event permitting acceleration
                under such Target Receivable;

                (viii) the Receivable file related to such Target Receivable
                contains each of the documents required by the Borrower Program
                Manual and the contractual documents contained in such Target
                Receivable file constitute the entire agreement with respect to
                such Target Receivable between the Obligor and the related
                dealer and, between the dealer and Borrower;

                (ix) the down payment described in the Receivable Documents
                relating to such Target Receivable was paid to the related
                dealer in the manner stated therein at the time of the
                origination of such Target Receivable, the proceeds thereof were
                fully disbursed; there is no requirement for further advances
                thereunder; and all fees and expenses in connection therewith
                have been paid;

                (x) the Financed Vehicle securing the Obligor's obligation to
                pay under such Target Receivable has been delivered to and
                accepted by the Obligor;

                (xi) such Target Receivable is denominated and payable in United
                States dollars;

                (xii) the documents evidencing such Target Receivable contain
                customary and enforceable provisions such as to render the
                rights and remedies of the holder thereof adequate for the
                realization of the security afforded by the related collateral;

                (xiii) the dealer agreement relating to such Target Receivable
                is in effect, whereby the related dealer warrants delivery of
                title to such Financed Vehicle, indemnifies Borrower or the
                related Originator against fraud and misrepresentation by the
                related dealer and its employees and represents and warrants
                that such dealer did not accept any side notes as any part of
                the down payment portion of the related Obligor's purchase
                price, and Borrower's or the Originator's (as the case may be)
                rights thereunder with regard to such Target Receivable have
                been validly assigned to Borrower, and are enforceable against
                the related dealer by Borrower or its assignee, along with any
                other rights of recourse which Borrower or the Originator has
                against the related dealer;

                (xiv) each Target Receivable was acquired by Borrower or an
                Originator from an "Eligible Dealer"; and the acquisition by
                Borrower or an Originator of any Target Receivable from a dealer
                was not an extension of financing to such dealer but was
                acquired in a transaction constituting a "true sale" under
                applicable state law;

                (xv) Borrower has no knowledge of any fact which should have led
                it to expect at the time of such Target Receivable, that (A)
                such Target Receivable was made by the selling dealer and sold
                by such dealer to Borrower with any conduct constituting fraud
                or misrepresentation on the part of such dealer, or (B) that
                such Target Receivable would not be paid in full when due
                because of fraud or misrepresentation on the part of the related
                Obligor;

                (xvi) such Target Receivable was not originated in any
                jurisdiction the laws of which prohibit the selling dealer from
                transferring such Target Receivable to Borrower or an
                Originator, or the Borrower from assigning such Target
                Receivables to Lender; nor is such Target Receivable subject to
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                (xvii) no Target Receivable has been the subject of any
                rejection, reclassification or other adverse selection by
                Borrower or by any third party (including but not limited to any
                rating agency, financial guaranty insurer or other party
                performing any analysis on Receivables originated (or to be
                originated) or acquired (or to be acquired) by Borrower,
                including but not limited to any valuation analysis, due
                diligence analysis, re-underwriting analysis or other
                acceptability analysis);

                (xviii) such Target Receivable does not (A) contravene in any
                material respect any state or federal laws, rules or regulations
                applicable thereto in connection with the origination of such
                Target Receivable including without limitation, usury,
                disclosure, truth-in-lending, equal credit and similar laws, the
                Federal Trade Commission Act and applicable state laws governing
                motor vehicle installment sale or loan contracts (but
                specifically excluding laws, rules or regulations applicable
                thereto in connection with post-origination compliance,
                including, but not limited to, laws, rules and regulations
                applicable thereto in connection with fair credit billing, fair
                credit reporting and fair debt collection practices), or (B)
                except as required by applicable law, impose any liability or
                obligation of the dealer or Borrower on Lender or its assignee
                with respect to such Target Receivable;

                (xix) there are no proceedings or investigations pending or, to
                the best of Borrower's knowledge, threatened before any
                Governmental Entity (A) asserting the invalidity of such Target
                Receivable or the bankruptcy or insolvency of the related
                Obligor, (B) seeking the payment of such Target Receivable, or
                (C) seeking any determination or ruling that might materially
                and adversely affect the validity or enforceability of such
                Target Receivable;

                (xx) Borrower has duly fulfilled all obligations on its part to
                be fulfilled under or in connection with such Target Receivable
                and has done nothing to impair the rights of Lender in such
                Target Receivable or in the proceeds with respect thereto;
                Borrower has paid in full all taxes and other charges payable in
                connection with such Target Receivable and the transfer of such
                Target Receivable to Lender which could impair or become a lien
                prior to Lender's interest in such Target Receivable; there are
                no prior liens for work performed affecting any Financed Vehicle
                which are or may become a lien prior to or equal with the
                security interest granted in the related Target Receivable;

                (xxi) the applicable assignment for security to Lender has been
                duly executed and delivered by Borrower and the information
                regarding the Target Receivable and such assignment attached
                thereto is true and correct as of the Disbursement Date;

                (xxii) the residence of the related Obligor is located within
                the borders of the United States of America;

                (xxiii) there is only one original of the retail installment
                sale contract or promissory note and security agreement
                evidencing such Target Receivable, such original has been
                delivered to the Custodian pursuant to the Custodian Agreement
                and there are no custodial agreements in effect that would
                adversely affect the ability of the Custodian to maintain
                possession thereof pursuant to the Custodian Agreement;

                (xxiv) the Obligor is not a Governmental Entity;

                (xxv) the retail installment sale contract or promissory note
                and security agreement evidencing such Target Receivable
                constitute "chattel paper" within the meaning of the UCC in
                effect in the States of Texas and Utah and all filings required
                to be made and all actions required to be taken or performed by
                any Person in any jurisdiction to give Lender a first priority
                security interest in such Target Receivable have been made or
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                (xxvi) each such Target Receivable constitutes and shall
                continue to constitute a legal, valid and binding obligation of
                the Obligor thereunder and is enforceable in accordance with its
                terms, except only as such enforcement may be limited by laws
                affecting the enforcement of creditors' rights generally;

                (xxvii) at the origination date of each such Target Receivable,
                the related Financed Vehicle was covered by a comprehensive and
                collision insurance policy (a) in an amount at least equal to
                the lesser of (1) the actual cash value of the related Financed
                Vehicle or (2) the unpaid balance owing on such Target
                Receivable and (b) insuring against loss and damage due to fire,
                theft, transportation, collision and other risks generally
                covered by comprehensive and collision coverage;

                (xxviii) the total amount financed by such Target Receivable
                does not exceed $28,000;

                (xxix) such Target Receivable was not purchased from the related
                dealer at a discount greater that 11%;

                (xxx) the APR for such Target Receivable is not less that 14.5%
                per annum;

                (xxxi) no selection procedures believed by Borrower to be
                adverse to the interest of the Lender shall have been utilized
                in selecting such Target Receivables for inclusion as
                Collateral;

                (xxxii) such Target Receivable shall have not less than 12
                monthly payments annually scheduled at origination;

                (xxxiii) such Target Receivable shall not have an original
                maturity date not later than 61 months from its origination date
                and there have not been any re-write, forbearance of rights,
                extension of time limits or other modifications of the Target
                Receivable;

                (xxxiv) the first scheduled payment on such Target Receivable
                was not before 45 days prior to the Disbursement Date and has
                been made, or, if the first scheduled payment on a Target
                Receivable has not yet been made as of the related Disbursement
                Date preceding its transfer, such scheduled payment will be made
                on or prior to the 20th day after the due date for such
                scheduled payment;

                (xxxv) each Target Receivable is eligible for coverage under and
                is covered by a VSI Policy acceptable in form and content to
                Lender;

                (xxxvi) no more that 10% of the aggregate unpaid principal
                balance of the Lender Receivables owned by Borrower at any time
                shall represent Financed Vehicles purchased from dealers who are
                not franchised new car dealers; provided, however, that Borrower
                shall not be deemed to have breached this representation if it
                cures any violation of the immediately preceding clause within
                20 days of the earlier to occur of (A) the first date on which
                the requirements specified in the immediately preceding clause
                were determined to have been breached ("Determination Date"),
                and (B) the date on which Borrower has actual knowledge that the
                requirements set forth in the second preceding clause have been
                breached;

                (xxxvii) the weighted average purchase discount with respect to
                all such Lender Receivables owned by Borrower shall not exceed
                10% and the weighted average APR shall not be less than 16% per
                annum; provided, however, that Borrower shall not be deemed to
                have breached this representation if Borrower cures any
                violation of the immediately preceding clause within 20 days of
                the earlier to occur of (A) the first Determination Date on
                which the requirements specified in the immediately preceding
                clause was determined to





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                have been breached, and (B) the date on which Borrower has
                actual knowledge that the requirements set forth in the second
                preceding clause have been breached;

                (xxxviii) no more than 2% of the aggregate unpaid principal
                balance of the Lender Receivables owned by Borrower at any time
                shall be in respect of Financed Vehicles with a model year prior
                to 1992; provided, however, that Borrower shall not be deemed to
                have breached this representation if it cures any violation of
                the immediately preceding clause within 20 days of the earlier
                to occur of (A) the first Determination Date on which the
                requirements specified in the immediately preceding clause was
                determined to have been breached, and (B) the date on which the
                Borrower has actual knowledge that the requirements set forth in
                the second preceding clause have been breached;

                (xxxix) no Target Receivable is delinquent 20 or more days and
                no Obligor with respect to any Target Receivable failed to make
                the first payment (if such due date has passed) within 20 days
                of such due date;

                (xxxx) [Reserved];

                (xxxxi) no more than 15% of the aggregate unpaid principal
                balance of the Target Receivables represent Financed Vehicles
                purchased from Originators.

                (xxxxii) All Target Receivables have been or will be fully
                entered into Debtor's computerized loan servicing system within
                5 business days of Borrower's payment of the Receivable Purchase
                Price with respect to the Target Receivable.

                (xxxxiii) The amount funded by Lender with respect to each
                Target Receivable has been reduced below the Receivables
                Purchase Price by the principal portion of each payment received
                prior to the Disbursement Date.

         (b) In the event Borrower acts as servicer of the Lender Receivables,
         the time period for liquidating repossessed Financed Vehicles will be
         90 days from date of repossession.

         (c) It is understood and agreed that the representations and warranties
         set forth in this Section 5.02 shall survive and shall continue so long
         as any such Target Receivable shall remain outstanding until such time
         as such Target Receivable is repurchased pursuant to this Subsection
         5.02 (c). Borrower agrees that with respect to a breach of the
         representations and warranties set forth in Section 5.01 and Section
         5.02 (a) which may, or does, materially and adversely affect a
         Receivable or the interests of the Lender or Custodian therein, upon
         discovering such breach or failure to deliver Borrower shall give
         prompt written notice to the other parties. If Borrower does not
         correct or cure such breach or failure within 10 days of such notice,
         occurrence or discovery, then Borrower shall immediately repurchase the
         affected Receivable at a purchase price equal to the then outstanding
         balance of the Lender Receivable plus all of Lender's costs and
         expenses associated therewith ("Repurchase Price"). Any such repurchase
         shall be made without recourse against, or warranty, express or
         implied, of Lender or the Custodian. The Repurchase Price shall be paid
         to Lender, and upon receipt thereof, Lender, and if necessary the
         Custodian, shall execute and deliver an assignment to vest ownership of
         such Target Receivable in Borrower or as directed by Borrower. If, at
         the time of the discovery of such breach or failure to deliver, a loss
         has occurred with respect to the liquidation of such Target Receivable,
         then Borrower shall pay to Lender or the Custodian an amount equal to
         the amount, if any, by which the Repurchase Price exceeds the net
         proceeds from such Target Receivable."

8.  Article VI, Covenants, Section 6.01, Affirmative Covenants of Borrower.
    Subsection (r) Servicer is amended by adding the following before the first
    sentence: "Borrower will have in place a "warm backup" servicer determined
    


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    by lender to be satisfactory and provide such "warm backup" servicer all
    information and assistance to enable it to take over servicing of the Target
    Receivables within hours of notice from Lender."

    A new subsection is added: "(v) Replacement Receivables. Borrower agrees to
    repurchase each Target Receivable that becomes sixty (60) days delinquent
    or, at its option, to replace such delinquent Target Receivable with another
    Target Receivable meeting the requirements of this Agreement and having an
    outstanding balance at least equal to the balance of the replaced Target
    Receivable."

9.  Article VI, Covenants, Section 6.03, Financial Covenants. This section is
    deleted and replaced with: "(a) So long as any Advance or any other amount
    payable by Borrower under this Agreement or any other Loan Document or
    payable by any Affiliate of Borrower under any other loan documents shall
    remain unpaid, Borrower will maintain a positive net worth (as determined in
    accordance with GAAP) of no less than Twenty Million Dollars ($20,000,000)
    and a positive balance in cash and cash equivalents of no less than One
    Million Dollars ($1,000,000).

         (b) If at the end of a Payment Period the Delinquency Ratio for any
         Advance is (i) 20% or higher, but less than 30%, Borrower shall, within
         5 days of receipt of notice thereof, cause the Reserve for such Advance
         to be increased by an amount equal to 50% of such Reserve; or (ii) 30%
         or higher, Borrower shall, within 5 days of receipt of notice thereof,
         repay such Advance together with any interest due thereon.

10. Article VII, Events of Default, Section 7.01, Events of Default.

    The following new clause is added at the end of Section 7.01:

        "(p) Any Affiliate of Borrower shall breach or Default on any obligation
    owed to Lender or any representation or warranty of any Affiliate of
    Borrower is inaccurate in any material respect when made or deemed made."

    The final paragraph of the section is deleted in its entirety and replaced
with:

      "THEN, and in any such event, (i) Lender may, at its option, by notice to
    Borrower, declare the entire unpaid principal amount of any or all Advances
    and Notes, all interest accrued and unpaid thereon and all other amounts
    payable under this Agreement and the other Loan Documents to be forthwith
    due and payable, whereupon the Loan Amount and the Notes, all such accrued
    interest and all such other amounts shall become and be forthwith due and
    payable, without presentment, demand, protest or further notice of any kind,
    all of which are hereby expressly waived by Borrower; provided, however,
    that if an event described in subsection (g) of this Section 7.01 shall
    occur, the result which would otherwise occur only upon giving of notice by
    Lender to Borrower as specified in clause (i) above shall occur
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    without the giving of any such notice; (ii) Lender may immediately declare
    any and all of Lender's obligations under this Agreement terminated; and
    (iii) Lender may immediately, and whether or not the actions referred to in
    the preceding clause (i) have been taken, exercise any or all of Lender's
    rights and remedies under the Loan Documents, including the rights of a
    secured party pursuant to the UCC."

11. Article IX, Governing Law, Section 9.01, Governing Law. Section 9.01 is
    hereby deleted in its entirety and replaced with: "This Agreement, the other
    Loan Documents, and all of the transactions contemplated thereby shall be
    governed by and construed in accordance with the laws of the State of New
    York, without regard to any conflict of law rules which might result in the
    application of the laws of any other jurisdiction. Borrower, Guarantor and
    Lender have entered into this Agreement and the other Loan Documents in
    specific reliance upon Section 35.51 of the Texas Business and Commerce
    Code, and but for the ability of the parties hereto to agree that the law of
    New York would govern the Loan Documents and transactions contemplated
    thereby, Lender would not have entered into the Loan Documents, nor would
    Lender have made any of the Advances.

12. Borrower hereby irrevocably Article IX, Governing Law, Section 9.02,
    Jurisdiction; Immunity. Subsection (a) is hereby deleted in its entirety and
    replaced with: "Borrower hereby irrevocably consents that any legal action
    related in any way to this Agreement or any of the Loan Documents
    ("Proceeding") shall only be brought in any court of the State of Utah
    located in Salt Lake City or in the United States District Court for the
    District of Utah, Central Division, and by execution and delivery of this
    Agreement, Borrower hereby irrevocably submits to the exclusive, personal
    jurisdiction of the courts of the State of Utah located in Salt Lake City
    and of the United States District Court for the District of Utah, Central
    Division."

13. Article X, Miscellaneous, Section 10.01 Amendments and Waivers. Section
    10.01 is deleted in its entirety and replaced with: "Borrower hereby
    acknowledges its understanding that no past practices of Borrower and Lender
    relating to maturity extensions, waivers, or any other modifications of the
    obligations of Borrower with respect to any other previous or concurrent
    financings will in any way be applicable to the Notes, the Maturity Date or
    any other obligations of Borrower arising under this Agreement or any other
    document or agreement relating to the transactions contemplated hereunder.
    No waiver by Lender of any default, misrepresentation or breach of warranty
    or covenant hereunder, whether intentional or not, shall be deemed to extend
    to any prior or subsequent default, misrepresentation or breach of warranty
    or covenant hereunder or affect in any way rights arising by virtue of any
    prior or subsequent such occurrence. Borrower agrees to make any
    amendments to the Loan Documents requested by Lender in connection with an
    assignment or participation provided such amendment does not increase
    Borrower's financial obligations hereunder."





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14. Article X, Miscellaneous. A new subsection is added: "Section 10.16.
    Release; Lender's Discretion. Borrower (and all related and affiliated
    entities thereof) for itself and for all persons and entities claiming by,
    through or under any of them (collectively, the "Borrower Parties"), hereby
    irrevocably, unconditionally and completely release and forever discharge
    Lender and all Lender's employees, shareholders, directors, agents,
    affiliates, and related parties (collectively, "Lender Parties") of and from
    any and all liabilities, obligations, claims, damages, and causes of action
    of any kind or nature whatsoever, at law or in equity, which Borrower
    Parties (or any of them) had, has, may have, or may claim to have, directly
    or indirectly against Lender or Lender Parties (or any of them), including
    specifically but without limiting the generality of the foregoing, any and
    all claims in any way concerning or arising out of, or relating to, the
    Credit Agreement. Notwithstanding any other term or condition set forth
    herein, in any other Loan Document or otherwise, Borrower and Lender
    expressly agree that Lender's obligation to make any Advance (or to provide
    any other financing of any kind) to Borrower or any Affiliate of Borrower
    shall be in Lender's sole and absolute discretion."

15. Representations and Warranties. Borrower hereby represents and warrants to,
    and covenants with, Lender that: the Recitals above are accurate; Borrower
    has had the opportunity to consult with independent legal counsel with
    respect to the advisability of executing this Amendment; Borrower has made
    such investigation of the facts pertaining to this Amendment and all matters
    pertaining hereto as it deems necessary; Borrower has read and understands
    all of the terms and provisions of this Amendment; Borrower signs this
    Amendment voluntarily and of its own free will, without coercion or duress,
    intending to be legally bound; and, in executing this Amendment, Borrower
    does not rely on any inducements, promises or representations of Lender or
    any agent of Lender, other than the terms and conditions specifically set
    forth in this Amendment;.

16. No other Changes. Except as modified herein, the Agreement remains unchanged
    and the parties hereto reaffirm all the terms and conditions of the
    Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers or agents thereunto duly authorized, as of the date
first above written.

"LENDER:"                                          "BORROWER:"

SENTRY FINANCIAL CORPORATION,          AUTOBOND ACCEPTANCE CO.,
a Utah corporation                          a Texas corporation


By:  /s/ Jonathan M. Ruga              By: /s/ William O. Winsauer
   ______________________________          _____________________________________
Name:     Jonathan M. Ruga             Name: William O. Winsauer
     ____________________________           ____________________________________
Title:  Chief Executive Officer        Title: President
      ___________________________            ___________________________________




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