SEARCH CAPITAL GROUP INC, 8-K, 1996-11-13

SEARCH CAPITAL GROUP INC
8-K, 1996-11-13
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) NOVEMBER 30, 1995
-------------------------------

SEARCH CAPITAL GROUP, INC.
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

TEXAS 0-9539 41-1356819
- -------------------------------- ---------------- --------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)

700 N. PEARL STREET
SUITE 400, L.B. 401
DALLAS, TEXAS 75201-7490
- ------------------------------------------------------ ---------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (214) 965-6000
----------------------------

NOT APPLICABLE
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE> 2
ITEM 5. OTHER EVENTS.

Hall Financial Group, Inc. ("HFG") has entered into a Funding
Agreement (the "Agreement") with Search Capital Group, Inc. (the "Company").
Under the Agreement, HFG (i) has loaned certain funds to the Company and (ii)
has committed, subject to the satisfaction of certain conditions, to loan
certain funds to the eight subsidiaries of the Company that have filed for
protection under Chapter 11 of the Federal Bankruptcy Code (the "Bankrupt
Subsidiaries"). The Bankrupt Subsidiaries have filed petitions for
reorganization that are pending in the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, as In re Automobile Credit Fund 1991-III,
Inc., et al., case nos. 395-34981-RCM-11 through 395-34988-SAF-11, jointly
administered under case no. 395-3498-1-RCM-11 (the "Bankruptcy Proceedings").
The Company itself has not filed a petition for reorganization under the
Bankruptcy Code. A joint plan of reorganization (the "Plan") for the Bankrupt
Subsidiaries has been proposed in the Bankruptcy Proceedings by the Company and
the Bankrupt Subsidiaries but has not yet been voted upon or approved by
creditors or confirmed by the bankruptcy court.

WORKING CAPITAL LOANS

Under the Agreement, the Company can borrow an aggregate of $3,000,000
from HFG pursuant to three separate promissory notes (the "Notes"). On
November 30, 1995, the Company borrowed $1,784,487 pursuant to two of the
Notes. All of the Notes are secured by the grant of security interests by the
Company, and each of its subsidiaries that are not subject to the Bankruptcy
Proceedings (the "Non-Bankrupt Subsidiaries), on essentially all of the assets
of the Company and the Non-Bankrupt Subsidiaries. These assets include all of
the outstanding stock of the Non-Bankrupt Subsidiaries, 2,250,000 shares of the
Company's Common Stock held by one of the Non-Bankrupt Subsidiaries and all of
the motor vehicle receivables and repossessed vehicles owned by the Company and
its Non-Bankrupt Subsidiaries.

Two of the Notes, having a total principal amount of $2,000,000, bear
interest at 12% per annum and mature on the earlier of the effective date of
the Plan or 90 days after the execution of the Notes. The Company may extend
the 90-day period for up to 60 days and pay interest at 14% per annum during
the extension period. The third Note bears interest at 6% per annum and
matures on November 29, 1996.

Pursuant to one of the Notes, having a total principal amount of
$715,513, which is equal to the principal amount owing by the Company, as of
November 30, 1995, to General Electric Credit Corporation ("GECC") under a
loan agreement dated June 17, 1994, HFG will advance sufficient funds to pay
the balance of the GECC loan. Such advance will be made after notice by GECC
of a default by the Company under the loan agreement other than any defaults
that were disclosed to HFG prior to closing and of GECC's intention to resort
to the collateral security of the GECC loan, or at such earlier time as HFG
shall elect. HFG shall not be required to fund this note if the GECC loan is
in monetary default other than as a result of acceleration of maturity from a
non-monetary default or if the Company cannot meet the collateral coverage
ratio specified in the Agreement.

Two of the Notes, having a total principal amount of $2,284,487.28,
are convertible into shares of the Company's Common Stock after confirmation of
the Plan or after a specified period following the execution of the Notes if
confirmation has not occurred during that period. During the first 30 trading
days after confirmation of the Plan, the conversion price for these Notes will
be the lesser of $.93 per share or 65% of the price determined using the same
formula used to determine the number of shares issued to creditors of the
Bankrupt Subsidiaries under the Plan. If the Plan is not confirmed or
following the first 30 trading days after the Plan's confirmation, the
conversion price will be a price per share equal to 60% of the average bid
price for the previous

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<PAGE> 3
30 trading days. One of these two Notes, in the original principal balance of
$1,000,000, may be prepaid by the Company on the 31st trading day after the
Plan's confirmation by issuing to HFG shares of the Company's Common Stock in
number equal to the Note balance divided by 60% of the average bid price for
the Common Stock for the prior 30 trading days. HFG has to date only loaned
$500,000 under this Note, but has committed to loan the remaining $500,000 not
less than 10 days after the entry of an order in the Bankruptcy Proceedings
approving the Disclosure Statement for the Plan. The shares issued with respect
to the $1,000,000 Note will be restricted from resale for a period of 12 months
except that 25,000 shares may be resold per month on a cumulative basis during
such 12 month period. The conversion option with respect to the other of these
Notes, having a principal amount of $1,284,487.28, is limited to 2,500,000
shares of the Company's Common Stock less the shares required to satisfy the
conversion option or the stock prepayment feature of the $1,000,000 Note.

WARRANT ISSUANCE

Pursuant to the Agreement, the Company has issued to HFG a warrant
(the "Warrant") to purchase 3,000,000 shares of Common Stock at an exercise
price of $2.00 per share. The Warrant expires on November 30, 2000. Under the
Warrant, HFG has the right to require the Company to effect the registration
under the Securities Act of 1933 (the "1933 Act") of the shares purchasable by
HFG under the Warrant as well as the shares that HFG may obtain upon conversion
of the Notes or pursuant to its commitment to fund the Plan under the
Agreement. HFG will also have the right to require the Company to register
such shares if the Company proposes to register any of its securities under the
1933 Act. In the event of the registration of HFG's shares under the 1933 Act,
the Company will be obligated to indemnify HFG and its affiliates from losses
or liabilities arising out of untrue statements of material fact contained in
the registration statement or related prospectus.

COMMITMENT TO FUND PLAN

If the Plan is confirmed, HFG has committed, subject to certain
conditions, to make a loan to each of the Bankrupt Subsidiaries at the time of
final effectiveness of the Plan. The amount of the loan to each Bankrupt
Subsidiary would be limited to 8% of the Bankrupt Subsidiary's discounted
future net cash flow, as defined in the Plan. The loan proceeds had originally
been intended to be used by the Bankrupt Subsidiaries to cash-out creditors who
elect to be paid cash upon consummation of the Plan ("Cash-out Option").
Recent amendments to the Plan have eliminated the Cash-out Option. As
discussed below under "Pending Modification of Funding Agreement", the Company,
HFG and the official Creditors Committee of the Bankrupt Subsidiaries are
negotiating amendments to the Agreement to allow HFG to purchase equity
securities in Search in lieu of making the loans to the Bankrupt Subsidiaries.

COVENANTS

Pursuant to the Agreement, the Company is obligated to amend it
Articles of Incorporation to assure that HFG has the right to elect one
director to the Company's Board if HFG converts the $1,000,000 Note into Common
Stock. The Company is also obligated to maintain a collateral coverage ratio
of pledged automobile receivables(excluding receivables with delinquencies
exceeding 60 days) to debts evidenced by the Notes of not less than 1.5 to 1.
Without HFG's prior express written consent, the Agreement prohibits the
Company from issuing additional shares of Common Stock (except to comply with
the Plan and for certain other planned share issuances), issue additional
warrants or rights to acquire shares of Common Stock, amend its Articles of
Incorporation, modify its current loan agreement with General Electric Capital
Corporation, transfer any property

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<PAGE> 4
among the Company or its Non-Bankrupt Subsidiaries for less than fair value,
transfer any of the collateral securing the Notes, grant any junior security
interest in such collateral or file any voluntary petition under the Bankruptcy
Code.

PENDING MODIFICATION OF AGREEMENT

HFG is negotiating an amendment with the Company and with the official
Creditors Committee for the Bankrupt Subsidiaries to modify the Agreement. The
amendments would eliminate HFG's loans to the Bankrupt Subsidiaries. Instead,
HFG would be entitled to purchase from the Company under the Plan the same
amount of Common Stock, convertible preferred stock and warrants that creditors
of the Bankrupt Subsidiaries elect to receive under the Plan. The purchase
price would be equal to 80% of the discounted future net cash flows, as defined
in the Plan, attributable to such securities for purpose of their issuance to
creditors under the Plan, less the pro rata share of dividends that would have
accrued on HFG's preferred stock from July 1, 1995 through the effective date
of the Plan. HFG would be allowed to purchase, at its sole discretion, Common
Stock, convertible preferred stock and warrants in amounts up to a maximum of
$6,000,000 in discounted future net cash flows.

The foregoing discussion represents only a summary of some of the
terms of the Agreement, the Notes, the Warrant and the pledge and security
agreements securing the Notes. For more detailed information regarding the
terms and conditions of these agreements, reference is made to the agreements
which are filed as exhibits to this Form 8-K Current Report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

Not Applicable

(B) PRO FORMA FINANCIAL INFORMATION.

Not Applicable

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<PAGE> 5
(C) EXHIBITS.

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Warrant to purchase 3,000,000 shares of common stock of Search Capital
Group, Inc. dated as of November 30, 1995

99.1 Funding Agreement dated November 30, 1995 among Search Capital Group, Inc.,
Search Funding Corp, Automobile Credit Acceptance Corp., Automobile Credit
Holdings, Inc., Newsearch, Inc. and Hall Financial Group, Inc.

99.2 Convertible Promissory Note dated November 30, 1995 from Search Capital
Group, Inc. and Search Funding Corp. payable to the order of Hall Financial
Group, Inc. in the principal amount of $1,284,487.28

99.3 Promissory Note dated November 30, 1995 from Search Capital Group, Inc.
and Search Funding Corp. payable to the order of Hall Financial Group, Inc.
in the principal amount of $715,512.72

99.4 Convertible Note dated November 30, 1995 from Search Capital Group, Inc.
and Search Funding Corp. payable to the order of Hall Financial Group, Inc.
in the principal amount of $1,000,000.00

99.5 Newsearch Pledge Agreement dated as of November 30, 1995 between Newsearch,
Inc. and Hall Financial Group, Inc.

99.6 Search Pledge Agreement dated as of November 30, 1995 between Search
Capital Group, Inc. and Hall Financial Group, Inc.

99.7 ACHI Pledge Agreement dated as of November 30, 1995 between Automobile
Credit Holdings, Inc. and Hall Financial Group, Inc.

99.8 Search Security Agreement dated as of November 30, 1995 between Search
Capital Group, Inc. and Hall Financial Group, Inc.

99.9 SFC Security Agreement dated as of November 30, 1995 between Search Funding
Corp. and Hall Financial Group, Inc.

99.10 ACAC Security Agreement dated as of November 30, 1995 between Automobile
Credit Acceptance Corp. and Hall Financial Group, Inc.
</TABLE>

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<PAGE> 6
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

SEARCH CAPITAL GROUP, INC.

By: /s/ George Evans
----------------------------------
George Evans, President

Dated: December 13, 1995

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<PAGE> 7
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C>
4.1 Warrant to purchase 3,000,000 shares of common stock of Search Capital
Group, Inc. dated as of November 30, 1995

99.1 Funding Agreement dated November 30, 1995 among Search Capital Group,
Inc., Search Funding Corp, Automobile Credit Acceptance Corp., Automobile
Credit Holdings, Inc., Newsearch, Inc. and Hall Financial Group, Inc.

99.2 Convertible Promissory Note dated November 30, 1995 from Search Capital
Group, Inc. and Search Funding Corp. payable to the order of Hall
Financial Group, Inc. in the principal amount of $1,284,487.28

99.3 Promissory Note dated November 30, 1995 from Search Capital Group, Inc.
and Search Funding Corp. payable to the order of Hall Financial Group,
Inc. in the principal amount of $715,512.72

99.4 Convertible Note dated November 30, 1995 from Search Capital Group, Inc.
and Search Funding Corp. payable to the order of Hall Financial Group,
Inc. in the principal amount of $1,000,000.00

99.5 Newsearch Pledge Agreement dated as of November 30, 1995 between
Newsearch, Inc. and Hall Financial Group, Inc.

99.6 Search Pledge Agreement dated as of November 30, 1995 between Search
Capital Group, Inc. and Hall Financial Group, Inc.

99.7 ACHI Pledge Agreement dated as of November 30, 1995 between Automobile
Credit Holdings, Inc. and Hall Financial Group, Inc.

99.8 Search Security Agreement dated as of November 30, 1995 between Search
Capital Group, Inc. and Hall Financial Group, Inc.

99.9 SFC Security Agreement dated as of November 30, 1995 between Search
Funding Corp. and Hall Financial Group, Inc.

99.10 ACAC Security Agreement dated as of November 30, 1995 between Automobile
Credit Acceptance Corp. and Hall Financial Group, Inc.
</TABLE>

-7-

<PAGE> 1

EXHIBIT 4.1

WARRANT TO PURCHASE 3,000,000 SHARES OF
COMMON STOCK OF SEARCH CAPITAL GROUP, INC.
DATED AS OF NOVEMBER 30, 1995
<PAGE> 2
THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND NEITHER THE WARRANTS NOR ANY INTEREST THEREIN MAY
BE SOLD, TRANSFERRED, PLEDGED, CONVEYED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF REGISTRATION, OR AN EXEMPTION THEREFROM, UNDER SAID ACT AND THE RULES AND
REGULATIONS THEREUNDER.

CERTIFICATE NO. 300

WARRANT TO PURCHASE

3,000,000 SHARES OF COMMON STOCK
OF
SEARCH CAPITAL GROUP, INC.

EXERCISE PRICE: $2.00 PER SHARE

This certifies that, for value received, Hall Financial Group, Inc. or
its registered assigns (each, a "Holder") is entitled to purchase, subject to
the provisions of this Certificate, from Search Capital Group, Inc., a Delaware
corporation ("Search"), until 5:00 p.m., Dallas, Texas time on November 30,
2000, up to an aggregate of 3,000,000 fully paid and nonassessable shares of
the Common Stock, par value $0.01 each, of Search ("Common Stock") at a
purchase price of $2.00 per share. The purchase price payable for each share
of Common Stock is referred to herein as the "Warrant Price". This agreement
(the "Warrant Agreement") is entered into in connection with the Funding
Agreement between the Search Parties (Search, Search Funding Corp., Automobile
Credit Acceptance Corp., Automobile Credit Holdings, Inc. and Newsearch, Inc.)
and Hall Financial Group, Inc. dated November 30, 1995 (the "Funding
Agreement").

Section 1. Exercise of Warrants. Subject to the provision
hereof, the Warrants may be exercised in whole or in part for a period
commencing on the date hereof and ending at 5:00 p.m. Dallas, Texas time on
November 30, 2000, by presentation and surrender of this Certificate to Search
at the office or agency of Search maintained for that purpose pursuant to
Section 13 hereof (the "Warrant office or agency"), with the Purchase Form
annexed accompanied by payment to Search of the aggregate Warrant Price for the
number of shares specified in such Purchase Form. Payment of such aggregate
Warrant Price may be made at the option of the Holder in cash, by certified or
official bank check or by wire transfer.

Upon presentation of this Certificate and the properly completed and
executed Purchase Form and upon payment of the aggregate Warrant Price as
aforesaid, Search shall, within five business days of such presentation and
payment, cause to be issued and delivered to the Holder, or upon the written
order of the Holder, to such person or persons (including all natural person,
corporations, business trusts, associations, companies, partnerships, joint
ventures and other entities and governments and agencies and political
subdivisions, all referred to as "Person" or "Persons" herein) as the Holder
may designate,

Warrant to Purchase - Page 1
<PAGE> 3
a certificate or certificates for the number of full shares of Common Stock
specified in such Purchase Form. Upon receipt by Search of this Certificate,
together with the completed Purchase Form and payment as aforesaid at the
Warrant office or agency, the Holder or the Holder's assignee or designee shall
be deemed to be the holder of record of the number of shares of Common Stock
issuable upon exercise of the Warrants as specified in such Purchase Form,
notwithstanding that certificates representing such shares of Common Stock
shall not then have been actually delivered to the Holder. If the Warrants
should be exercised in part only, Search shall, upon surrender of this
Certificate for cancellation, execute and deliver a new Certificate evidencing
the remaining Warrant or Warrants.

All shares of Common Stock issued upon exercise of the Warrants shall
be duly authorized and validly issued, fully paid and nonassessable but shall
be subject to the same restrictions on transfer and will contain the same
transfer legend found on the face of this Warrant.

Section 2. Payment of Taxes. Search shall pay all expenses and
any and all United States federal, state and local taxes and other charges (and
all foreign taxes and other charges imposed by any jurisdiction otherwise than
by reason of a connection between the Holder and such jurisdiction) that may be
payable in connection with the preparation, issuance and delivery of Warrant
certificates and stock or other certificates issuable upon exercise hereof,
except that Search shall not be required to pay any tax based upon income of
the Holder or which may be payable in respect of any transfer involved in the
issuance and delivery of Warrant certificates or certificates for shares of
Common Stock if such tax arises from a delivery of Warrant certificates or
certificates for shares of Common Stock in a name other than that of the Holder
of this Certificate.

Section 3. Reservation of Shares; Preservation of Rights;
Preservation of Rights of Holder. Search hereby agrees that at all times there
shall be reserved for issuance and/or delivery upon exercise of the Warrants,
free from preemptive rights, such number of shares of authorized but unissued
or treasury shares of Common Stock as shall be required for issuance or
delivery upon the exercise of the Warrants.

Section 4. Fractional Shares. Search shall not be required to
issue fractional shares of Common Stock upon exercise of the Warrants.

Section 5. Investment Intent. The owner represents that he is
acquiring this Warrant for his own account (and not for the account of others)
for investment and not with a view to the distribution thereof.

Section 6. Exchange, Transfer, Assignment or Loss of
Certificate. This Certificate is exchangeable, without expense, at the option
of the Holder, upon presentation and surrender hereof to Search at the Warrant
office or agency, for other Certificates of different denominations entitling
the Holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Search shall keep at the Warrant office or
agency a register for registration of Warrants and transfers of Warrants.

Warrant to Purchase - Page 2
<PAGE> 4
This Certificate is transferable in the same manner and with the same effect as
in the case of a negotiable instrument payable to a specific Person, subject to
compliance with applicable securities laws. Upon surrender of this Certificate
to Search at the Warrant office or agency with the Assignment Form annexed
hereto (the "Assignment Form") duly executed, funds sufficient to pay any
transfer tax, as specified in Section 2 hereof (and in the event the transfer
is to anyone other than an affiliate of the Holder, a legal opinion reasonably
satisfactory to Search that such transfer will not violate any applicable
securities laws), Search shall, without charge, promptly execute and deliver a
new Certificate in the name of the assignee named in such Assignment Form and
this Certificate shall promptly be canceled; provided, however, that upon any
such assignment there shall be filed with Search the address of the registered
owner of Warrants represented by each new Certificate delivered. If and when
this Certificate is assigned in blank, Search shall treat the bearer hereof as
the absolute owner of the Warrants represented hereby for all purposes and
Search shall not be affected by any notice to the contrary. A Warrant, if
properly assigned, may be exercised by an assignee without having a new
Certificate issued.

The Warrants represented by this Certificate may be divided or
combined with other Warrants which carry the same rights upon presentation and
surrender hereof to Search at the Warrant office or agency, together with a
written notice specifying the denominations in which new Warrants are to be
issued and signed by the Holder hereof. Upon presentation and surrender of any
Warrant or Warrants for division or combination, together with such written
notice, Search will issue a new Warrant or Warrants, at its own expense, in the
denominations requested entitling the Holders thereof to purchase the same
aggregate number of shares of Common Stock as the Warrant or Warrants so
surrendered. Such new Warrant or Warrants will be registered in the name of
the Holder submitting such request and delivered to such Holder, unless such
Holder shall have submitted a properly executed Assignment Form, funds
sufficient to pay any transfer tax, as specified in Section 2 hereof, and in
the event the transfer is to anyone other than an affiliate of the Holder, a
legal opinion reasonably satisfactory to Search that such transfer will not
violate any applicable securities laws. In any such case, such of the new
Warrants as shall have been assigned by the Holder shall be registered in the
name of and delivered to the Holder's assignee or designee; provided, however,
that upon any such assignment there shall be filed with Search the address of
the registered owner of Warrants represented by each new Certificate delivered.
Any Warrant surrendered for division or combination shall be canceled promptly
upon the issuance of such new Warrant or Warrants. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be divided, combined
or exchanged.

Upon receipt by Search of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Certificate, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Certificate, if mutilated, Search
will promptly execute and deliver a new Certificate of like tenor and date.
The Warrants represented by any such new Certificate so executed and delivered
shall constitute an additional contractual obligation on the part of Search,
whether or not the Warrants represented by this Certificate so lost, stolen,
destroyed or mutilated

Warrant to Purchase - Page 3
<PAGE> 5
shall be at any time enforceable by anyone.

Section 7. Rights of the Holder. The Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder in Search, including,
without limitation, any right to vote, give or withhold consent to any
corporate action, receive notice of meetings of shareholders of receive
dividends.

Section 8. Effect of Stock Split, etc. If Search, by stock
dividend, split, reverse split, reclassification of shares, or otherwise,
changes as a whole the outstanding Common Stock into a different number or
class of shares, then:

(1) the number and class of shares so changed shall, for
the purposes of this Warrant, replace the shares outstanding
immediately prior to the change; and

(2) the Warrant Price in effect, and the number of shares
purchasable under this Warrant, immediately prior to the date upon
which the change becomes effective, shall be proportionately adjusted
(the price to the nearest cent). Irrespective of any adjustment or
change in the Warrant Price or the number of shares purchasable under
this or any other Warrants of like tenor, the Warrants theretofore and
thereafter issued may continue to express the Warrant Price per share
and the number of shares purchasable as the Warrant Price per share
and the number of shares purchasable were expressed in the Warrants
when initially issued.

Section 9. Effect of Merger, etc. If Search consolidates with
or merges into another corporation, the registered owner shall thereafter be
entitled on exercise to purchase (with respect to each share of Common Stock
purchasable hereunder immediately before the consolidation or merger becomes
effective) the same securities or other consideration that a holder of one
share of Common Stock would be entitled as a result of the consolidation or
merger, so to assure that, following such merger or consolidation, all the
provisions of this option shall be applicable as reasonably possible to any
securities or other consideration so deliverable on exercise of this option.
Search shall not consolidate or merge unless, prior to consummation, the
successor corporation (if other than Search) assumes the obligations of this
Section 9 by written instrument executed and mailed to the registered owner at
the address of the owner on the books of Search. A sale or lease of all or
substantially all the assets of Search for consideration (apart from the
assumption of obligations) consisting primarily of securities is a
consolidation or merger for the foregoing purposes.

Section 10. Registration of Restricted Securities.

10.1 Registration on Request.

10.1.1 Request. Subject to the limitations provided
herein, at any time after the date hereof, upon the written request (specifying
that it is being made pursuant to this Section 10.1) of one or more Holders of
the Common Stock issued pursuant to this Warrant Agreement ("Restricted
Securities") representing 51% or more of the Restricted

Warrant to Purchase - Page 4
<PAGE> 6
Securities at the time outstanding, requesting that Search effect the
registration under the Securities Act of 1933, or any similar Federal statute,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time (the "Securities Act") of all or part of the
Registrable Securities (all Common Stock owned now or in the future by Hall
Financial Group, Inc. whether obtained pursuant to this Warrant Agreement,
pursuant to the Plan Funding Commitment contained in the Funding Agreement, or
as shares convertible (the "Convertible Shares") pursuant to the Convertible
Note ("Note III") dated November 27, 1995, executed in connection with the
Funding Agreement and all Common Stock issued pursuant to this Warrant
Agreement) (but in any event not less than the lesser of (i) 50% of the
Registrable Securities and (ii)Registrable Securities the expected price to the
public of which exceeds $5,000,000), and specifying (x) the intended method of
disposition thereof, (y) whether or not such requested registration is to be an
underwritten offering, and (z) the price range (net of underwriting discounts
and commissions) acceptable to such Holder or Holders to be received for such
Registrable Securities, Search will within 10 business days after Search
receives such written request give written notice of such requested
registration to all other Holders of Registrable Securities and thereupon
Search will use reasonable efforts to effect the registration under the
Securities Act of:

10.1.1.1 the Registrable Securities
which Search has been so requested to register by such Holders, and

10.1.1.2 all other Registrable
Securities which Search has been requested to register by the other Holders
thereof by written request given to Search within 30 days after the giving of
such written notice by Search (which request shall specify the same information
called for by the original request to effect registration described above), all
to the extent requisite to permit the disposition (in accordance with Section
10.1.2 hereof) of the Registrable Securities so to be registered.

10.1.1.3 If Search is required to
effect a registration pursuant to this Section 10.1 and Search furnishes to the
Holders of Registrable Securities requesting such registration a certificate
signed by the President of Search stating that in the good faith judgment of
the Board of Directors of Search it would be seriously detrimental to Search
and its stockholders for such registration statement to be filed on or before
the date such filing would otherwise be required hereunder and it is therefore
necessary to defer the filing of such registration statement, Search shall have
the right to defer such filing for a period of not more than 120 days after
receipt of the request for such registration from the Holder or Holders of
Registrable Securities requesting such registration; provided that during such
time Search may not file a registration statement for securities to be issued
and sold for its own account or that of anyone other than the Holder or Holders
of Registrable Securities requesting such registration.

10.1.4 Search shall be olbigated to affect
no more than two registrations pursuant to this Section 10.1.

Warrant to Purchase - Page 5
<PAGE> 7
10.1.2 Method of Distribution. The Holders of 51%
of the Registrable Securities to be included in such registration statement
shall determine the method of distribution of the Registrable Securities so
included; provided, however, that if no agreement of Holders of 51% or more of
the Registrable Securities to be included in such registration statement is
obtained, then if Holders of more than 30% of the Registrable Securities to be
included in such registration statement request an underwritten public
offering, an underwritten public offering shall be the method of distribution
with other methods permitted to the extent the managing underwriter for such
offering, in its sole discretion, agrees to other methods of distribution being
covered by such registration statement.

10.1.3 Registration of Other Securities. Whenever
Search shall effect a registration pursuant to this Section 10.1 in connection
with an underwritten offering, no securities other than Registrable Securities
shall be included among the securities covered by such registration unless (a)
the managing underwriter of such offering shall have advised each Holder of
Registrable Securities to be covered by such registration in writing that the
inclusion of such other securities would not adversely affect such offering or
(b) the Holders of more than 51% or more of all Registrable Securities to be
covered by such registration shall have consented in writing to the inclusion
of such other securities.

10.1.4 Registration Statement Form. Registrations
under this Section 10.1 shall be on such appropriate registration form of the
Securities and Exchange Commission or any other Federal agency at the time
administering the Securities Act (the "Commission") Commission (i) as shall be
selected by Search and as shall be reasonably acceptable to the Holders of more
than 50% of the Registrable Securities to be registered, and (ii) as shall
permit the disposition of such Registrable Securities in accordance with the
method or methods of disposition selected pursuant to Section 10.1.2 hereof.

10.1.5 Expenses. Except as otherwise provided in
this Section 10.1.5 or in Section 10.1.9, all expenses incurred in connection
with one effective registration pursuant to Section 10.1 hereof and each
registration pursuant to Section 10.2 hereof (excluding in each case
underwriting discounts and commissions applicable to Registrable Securities),
including, without limitation, in each case, all registration, filing and
National Association of Securities Dealer fees; all fees and expenses of
complying with securities or blue sky laws; all word processing, duplicating
and printing expenses, messenger, delivery and shipping expenses; fees and
disbursements of the accountants and counsel for Search including the expenses
of any special audits or "cold comfort" letters or opinions required by or
incident to such registrations; any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions, if any, shall be borne by Search. In
all cases, each Holder of Registrable Securities shall pay the underwriting
discounts and commissions applicable to the securities sold by such Holder.

10.1.6 Effective Registration Statement. A
registration requested pursuant to this Section 10.1 shall not be deemed to
have been effected (i) unless a registration statement with respect thereto has
become effective (unless a substantial cause

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<PAGE> 8
of the failure of such registration statement to become effective shall be
attributable to one or more Holders of Registrable Securities whose Restricted
Securities were to have been included in such registration statement), (ii) if
after it has become effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason, resulting in a failure to
consummate the offering of Registrable Securities offered thereby, (iii) if
after a registration statement with respect thereto has become effective, the
offering of Registrable Securities offered thereby is not consummated due to
factors beyond the control of the Holders of such Registrable Securities,
including without limitation in the context of a proposed firm commitment
underwriting, the fact that the underwriters have advised the Holders of such
Registrable Securities that such Registrable Securities cannot be sold at a net
price equal to or above the net price anticipated at the time of filing of the
preliminary prospectus, or (iv) if the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in connection with
such registration are not satisfied (unless a substantial cause of such
conditions to closing not being satisfied shall be attributable to one or more
Holders of Registrable Securities whose Registrable Securities were included in
such registration statement).

10.1.7 Selection of Underwriters. If a requested
registration pursuant to this Section 10.1 involves an underwritten offering,
the underwriter or underwriters thereof shall be selected by Search with the
approval of the Holders of more than 50% of the Registrable Securities to be so
registered.

10.1.8 Priority in Requested Registrations. If a
requested registration pursuant to this Section 10.1 involves an underwritten
offering, and the managing underwriter shall advise Search in writing (with a
copy to each Person requesting registration) that, in its opinion, the number
of securities requested to be included in such registration exceeds the number
which can be sold in such offering within a price range acceptable to the
Holders of more than 50% of the Registrable Securities requested to be included
in such registration, then the Registrable Securities requested to be
registered pursuant to this Section 10.1 shall be reduced to the number of
Registrable Securities which Search is so advised can be sold in (or during the
time of) such offering by decreasing the Registrable Securities requested to be
registered (pro rata among the Persons requesting such registration on the
basis of the percentage of Registrable Securities held by such Person
immediately prior to the filing of the registration statement with respect to
such registration). In connection with any registration as to which the
provisions of this clause apply, no securities other than Registrable
Securities shall be covered by such registration.

10.2 Incidental Registration.

10.2.1 Right to Include Registrable Securities. If
Search at any time proposes to register any of its securities under the
Securities Act (other than by a registration on Form S-8, S-4 or any successor
similar forms or any other form not available for registering the Registrable
Securities for sale to the public and other than pursuant to Section 10.1
hereof), whether or not for sale for its own account, it will each such time,
at

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<PAGE> 9
least 30 days prior to filing the registration statement, give written notice
to all Holders of Registrable Securities of its intention to do so. Upon the
written request of any such Holder made within 15 days after the receipt of any
such notice (which request shall specify the Registrable Securities intended to
be disposed of by such Holder and the intended method of disposition thereof),
Search will use reasonable efforts to effect the registration under the
Securities Act of all Registrable Securities which Search has been so requested
to register by the Holders of such Registrable Securities, to the extent
requisite to permit the disposition (determined pursuant to the provisions of
Section 10.1.2 hereof) of the Registrable Securities so to be registered; and
if prior to the effective date of the registration statement filed in
connection with such registration, Search shall determine for any reason not to
register or to delay registration of such securities, Search may, at its
election, give written notice of such determination to each Holder of
Registrable Securities and, thereupon, (i) in the case of a determination not
to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay expenses in accordance with Section 10.1.5 hereof), without prejudice,
however, to the rights of any Holder or Holders of Registrable Securities
entitled to do so to request that such registration be effected as a
registration under Section 10.1 hereof, and (ii) in the case of a determination
to delay registering, shall be permitted to delay registering any Registrable
Securities being registered pursuant to this Section 10.2.1, for the same
period as the delay in registering such other securities. No registration
effected under this Section 10.2 shall relieve Search of its obligation to
effect any registration upon request under Section 10.1 hereof.

10.2.2 Priority in Incidental Registrations. If (i)
a registration pursuant to this Section 10.2 involves an underwritten offering
of the securities so being registered, whether or not for sale for the account
of Search, to be distributed (on a firm commitment basis) by or through one or
more underwriters of recognized standing, whether or not the Registrable
Securities so requested to be registered for sale for the account of Holders of
Registrable Securities are also to be included in such underwritten offering,
and (ii) the managing underwriter of such underwritten offering shall inform
Search and the Holders of the Registrable Securities requesting such
registration by letter of its belief that the number of securities requested to
be included in such registration exceeds the number which can be sold in (or
during the time of) such offering, then Search may include in such offering all
securities proposed by Search to be sold for its own account and may decrease
the number of Registrable Securities and other securities of Search that
Persons have requested to be included in such registration by, to the extent
necessary, decreasing the Registrable Securities requested to be registered
(pro rata among the Persons requesting such registration on the basis of the
percentage of Registrable Securities held by such Person immediately prior to
the filing of the registration statement with respect to such registration).

10.3 Registration Procedures. If and whenever Search is
required to use reasonable efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Sections 10.1
and 10.2 hereof, Search will, subject to the limitations provided herein, as
expeditiously as possible:

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<PAGE> 10
10.3.1 prepare and (as soon thereafter as possible
or in any event no later than 60 days after the end of the period within which
requests for registration may be given to Search or such longer period as
Search shall in good faith require to produce the financial statements required
in connection with such registration) file with the Commission the requisite
registration statement to effect such registration and thereafter use
reasonable efforts to cause such registration statement to become effective,
provided that Search may discontinue any registration of its securities which
are not Registrable Securities (and, under the circumstances specified in
Section 10.2.1 hereof, its securities which are Registrable Securities) at any
time prior to the effective date of the registration statement relating
thereto;

10.3.2 prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided, however, that
Search shall not in any event be required to keep the registration statement
effective for a period of more than nine months after such registration
statement becomes effective;

10.3.3 furnish to each seller of Registrable
Securities covered by such registration statement such number of conformed
copies of such registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under
Rule 424 under the Securities Act, and such other documents, as such seller may
reasonably request;

10.3.4 use its best efforts to register or qualify
all Registrable Securities and other securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
each seller thereof shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement remains in
effect (provided, however, that Search shall not in any event be required to
keep such registration or qualification in effect for a period of more than
nine months after such registration or qualification becomes effective), and
take any other action which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
securities owned by such seller, except that Search shall not for any such
purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements
of this subdivision 10.3.4 be obligated to be so qualified or to consent to
general service of process in any such jurisdiction;

10.3.5 use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other United States Federal or state governmental agencies or
authorities as may be necessary to enable the

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<PAGE> 11
seller or sellers thereof to consummate the disposition of such Registrable
Securities;

10.3.6 furnish to each seller of Registrable
Securities a copy, or, upon request, a signed counterpart, addressed to such
seller (and the underwriters, if any) of

(x) an opinion of counsel for Search,
dated the effective date of such registration statement (or, if such
registration includes an underwritten public offering, dated the date of the
closing under the underwriting agreement), and

(y) a "comfort" letter addressed to the
underwriters, dated the effective date of such registration statement (or, if
such registration includes an underwritten public offering, dated the date of
the closing under the underwriting agreement), signed by the independent public
accountants who have audited Search's financial statements included in such
registration statement, covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case of the accountants' letter, with respect to events subsequent to the date
of such financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to the underwriters in
underwritten public offerings of securities and, in the case of the
accountants' letter, such other financial matters, and, in the case of the
legal opinion such other legal matters, as such seller or such Holder (or the
underwriters, if any) may reasonably request;

10.3.7 notify each seller of Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances under which they were made, and at the request
of any such seller, prepare and furnish to such seller a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;

10.3.8 otherwise use reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make available
to its securityholders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve months beginning with the
first full calendar month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act, and will furnish to each such seller, upon request
of such seller, at least five days prior to the filing thereof a copy of any
amendment or supplement to such registration statement or prospectus and shall
not file any thereof to which any such seller shall have delivered to Search an
opinion of counsel that such amendment or supplement

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<PAGE> 12
does not comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder;

10.3.9 provide and cause to be maintained a transfer
agent for all Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such registration
statement;

10.3.10 use its best efforts to list all Registrable
Securities covered by such registration statement on any securities exchange on
which any of the Registrable Securities is then listed; and

10.3.11 refrain from making any sale or distribution
of its stock or similar securities ("Equity Securities"), except pursuant to
any employee stock option plan and any preexisting agreement for the sale of
such securities, for at least ninety (90) days after the closing of the public
offering pursuant to such registration.

It shall be a condition precedent to the obligations of Search
to take any action with respect to registering a Holder's Registrable
Securities pursuant to this Section 10.3 that such seller of Registrable
Securities as to which any registration is being effected furnish Search in
writing such information regarding such seller, the Registrable Securities and
other securities of Search held by such seller, and the distribution of such
securities as Search may from time to time reasonably request in writing. If a
Holder refuses to provide Search with any of such information on the grounds
that it is not necessary to include such information in the registration
statement, Search may exclude such Holder's Registrable Securities from the
registration statement if Search provides such Holder with an opinion of
counsel to the effect that such information must be included in the
registration statement and such Holder thereafter continues to withhold such
information. The deletion of such Holder's Registrable Securities from a
registration statement shall not affect the registration of the other
Registrable Securities to be included in such registration statement.

Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that upon receipt of any notice from Search of the
happening of any event of the kind described in subdivision 10.3.7 of this
Section 10.3, such Holder will forthwith discontinue such Holder's disposition
of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision 10.3.7 of this
Section 10.3 and, if so directed by Search, will deliver to Search (at Search's
expense) all copies, other than permanent file copies then in such Holder's
possession, of the prospectus relating to such Registrable Securities current
at the time of receipt of such notice.

10.4 Underwritten Offerings.

10.4.1 Requested Underwritten Offerings. If
requested by the underwriters for any underwritten offering of Registrable
Securities pursuant to a

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<PAGE> 13
registration requested under Section 10.1 hereof, Search will enter into an
underwriting agreement with such underwriters for such offering, such agreement
to be satisfactory in substance and form to each Holder of Registrable
Securities being registered and the underwriters and to contain such
representations and warranties by Search and such other terms as are generally
prevailing in agreements of this type, including, without limitation,
indemnities to the effect and to the extent provided in Section 10.6 hereof.
Each such Holder of Registrable Securities will cooperate with Search in the
negotiation of the underwriting agreement and will give consideration to the
reasonable requests of Search regarding the form thereof, provided that nothing
herein contained shall diminish the foregoing obligations of Search. If
requested by the underwriters of any underwritten offering pursuant to a
registration under Section 10.1 hereof, each Holder of Restricted Securities
agrees to enter into an agreement with such underwriters not to sell his or its
shares of stock in Search for a period of time (not to exceed ninety days)
after the effectiveness of a registration statement equal to the period of time
which the sellers of Registrable Securities in such registration have agreed
not to sell their shares after the effectiveness of such registration
statement. The Holders of Registrable Securities to be distributed by such
underwriters shall be parties to such underwriting agreement and may, at their
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, Search to and for the benefit of such
underwriters shall also be made to and for the benefit of such Holders and that
any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement be conditions precedent to the obligations of
such Holders. Any such Holder shall not be required to make any
representations or warranties to or agreements with Search or the underwriters
other than representations, warranties or agreements regarding such Holder,
such Holder's Registrable Securities and other securities of Search, such
Holder's intended method of distribution, and any representations, warranties
or agreements required by law.

10.4.2 Incidental Underwritten Offerings. If Search
at any time proposes to register any of its securities under the Securities Act
as contemplated by Section 10.2 hereof and such securities are to be
distributed by or through one or more underwriters, Search will, if requested
by any Holder of Registrable Securities as provided in Section 10.2 hereof and
subject to the provisions of Section 10.2.2 hereof, arrange for such
underwriters to include all the Registrable Securities to be offered and sold
by such Holder owning the securities to be distributed by such underwriters.
In such event, the Holders of Registrable Securities to be distributed by such
underwriters shall be parties to the underwriting agreement between Search and
such underwriters and may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of,
Search to and for the benefit of such underwriters shall also be made to and
for the benefit of such Holders and that any or all of the conditions precedent
to the obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of such Holders. Any such Holder shall
not be required to make any representations or warranties to or agreements with
Search or the underwriters other than representations, warranties or agreements
regarding such Holder, such Holder's Registrable Securities or other securities
of Search, such Holder's intended method of distribution and any
representations, warranties or agreements required by law.

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<PAGE> 14
10.5 Preparation; Reasonable Investigation. In connection
with the preparation and filing of each registration statement under the
Securities Act pursuant to this Agreement, Search will give the Holders of
Registrable Securities registered under such registration statement, their
underwriters, if any, and one counsel or firm of counsel and one accountant or
firm of accountants representing all the Holders of Registrable Securities to
be registered under such registration statement, the opportunity to participate
in the preparation of such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or supplement
thereto, and will give each of them such access to its books and records and
such opportunities to discuss the business of Search with its officers and the
independent public accountants who have certified its financial statements as
shall be necessary, in the opinion of such Holders' and such underwriters'
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.

10.6 Indemnification.

10.6.1 Indemnification by Search. In the event any
Registrable Securities are included in a registration statement under this
Section 10, to the extent permitted by law, Search will, and hereby does,
indemnify and hold harmless the seller of any Registrable Securities covered by
such registration statement, its directors and officers, each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which such seller or any such director or
officer or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and Search will
reimburse such seller and each such director, officer, underwriter and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided that Search shall not be liable in
any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense

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arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to Search by such seller expressly for use in the preparation
thereof, and provided further that Search shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within
the meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such seller
or any such director, officer, underwriter or controlling person and shall
survive the transfer of such securities by such seller.

10.6.2 Indemnification by the Sellers. Search may
require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 10.3 hereof, that Search shall
have received an undertaking satisfactory to it from the prospective seller of
such securities, to indemnify and hold harmless (in the same manner and to the
same extent as set forth in subdivision (a) of this Section 10.6) each
underwriter, each Person who controls such underwriter within the meaning of
the Securities Act, Search, each director of Search, each officer of Search and
each other Person, if any, who controls Search within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in strict conformity
with written information furnished to Search by such seller expressly for use
in the preparation of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement; provided that
such prospective seller shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or any other
Person, if any, who controls such underwriter within the meaning of the
Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of any
underwriter, Search or any such director, officer or controlling Person and
shall survive the transfer of such securities by such seller. In no event
shall the liability of any selling holder of Registrable Securities under this
Section 10.6.2 be greater in amount than the dollar amount of the proceeds
received by such holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

10.6.3 Notices of Claims, etc. Promptly after
receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding subdivisions of this
Section 10.6, such indemnified party will, if a claim in respect thereof is to
be made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its

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<PAGE> 16
obligations under the preceding subdivisions of this Section 10.6, except to
the extent that the indemnifying party is actually prejudiced by such failure
to give notice. In case any such action is brought against an indemnified
party, unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist in respect
of such claim, the indemnifying party shall be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.

10.6.4 Other Indemnification. Indemnification
similar to that specified in the preceding subdivisions of this Section 10.6
(with appropriate modifications) shall be given by Search and each seller of
Registrable Securities with respect to any required registration or other
qualification of securities under any Federal or state law or regulation of any
governmental authority other than the Securities Act.

10.6.5 Indemnification Payments. The
indemnification required by this Section 10.6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or liability
is incurred.

10.6.6 Contribution. If the indemnification
provided for in this Section 10.6 from the indemnifying party is unavailable to
an indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, claims,
damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether any
action in question, including any untrue statement of material fact or
omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, such indemnifying party or indemnified
parties, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 10.6.3 hereof, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.

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<PAGE> 17
The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 10.6.6 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this
Section 10.6.6, no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason on such untrue or alleged untrue statement or
omission or alleged omission, and no selling holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities of such selling holder were offered to the public
exceeds the amount of any damages which such selling holder has otherwise been
required to pay by reason of such untrue statement or omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

If indemnification is available under this
Section 10.6, the indemnifying parties shall indemnify each indemnified party
to the full extent provided in Section 10.6.1 through Section 10.6.5 hereof
without regard to the relative fault of said indemnifying party or indemnified
party or any other equitable consideration provided for in this Section 10.6.6.

10.7 Reporting Requirements Under Exchange Act. Search
shall keep effective its registration under Section 12 of the Securities
Exchange Act of 1934 or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time (the "Exchange Act") and shall timely file such information, documents
and reports as the Commission may require or prescribe under Section 13 of the
Exchange Act. From and after the effective date of the first registration
statement filed by Search under the Securities Act, Search shall (whether or
not it shall then be required to do so) timely file such information, documents
and reports which a corporation, partnership or other entity subject to Section
13 or 15(d) (whichever is applicable) of the Exchange Act is required to file.

Search shall, upon request, furnish any Holder of
Registrable Securities (i) a written statement by Search that it has complied
with such reporting requirements, (ii) a copy of the most recent annual or
quarterly report of Search, and (iii) such other reports and documents filed by
Search with the Commission as such Holder may reasonably request in availing
itself of an exemption for the sale of Registrable Securities without
registration under the Securities Act. Search acknowledges and agrees that the
purposes of the requirements contained in this Section 10.7 are (a) to enable
any such Holder to comply with the current public information requirement
contained in Paragraph (c) of Rule 144 under the Securities Act should such
Holder ever wish to dispose of any of the securities of Search acquired by it
without registration under the Securities Act in reliance upon Rule 144 (or any
other similar exemptive provision) and (b) to qualify Search for the use of
registration statements on Form S-3. In addition, Search shall take such other
measures and

Warrant to Purchase - Page 16
<PAGE> 18
file such other information, documents and reports, as shall hereafter be
required by the Commission as a condition to the availability of Rule 144 under
the Securities Act (or any similar exemptive provision hereafter in effect) and
the use of Form S-3. Search also covenants to use its best efforts, to the
extent that it is reasonably within its power to do so, to qualify for the use
of Form S-3.

10.8 Stockholder Information. Search may require each
Holder of Registrable Securities as to which any registration is to be effected
pursuant to this Section 10 to furnish Search such information in writing with
respect to such Holder and the distribution of such Registrable Securities as
Search may from time to time reasonably request in writing and as shall be
required by law or by the Commission in connection therewith.

10.9 Forms. All references in this Agreement to
particular forms of registration statements are intended to include, and shall
be deemed to include, references to all successor forms which are intended to
replace, or to apply to similar transactions as, the forms herein referenced.

10.10 Transfer of Registration Rights. The registration
rights granted the Holders of Registrable Securities under this Section 10 may
not be transferred without the prior written consent of Search or the Holders
of more than 50% of the then-outstanding shares of the Restricted Securities
("Holders of a Majority of the Restricted Securities"), respectively; provided
that such registration rights may be transferred, in whole or in part, without
such prior written consent upon written notice to Search in connection with the
transfer of shares of Restricted Securities to (i) any Person which directly or
indirectly controls, is controlled by, or is under common control with, Hall
Financial Group, Inc. (an "Affiliate") (ii) to an immediate or remote
transferee of Hall Financial Group, Inc. who after such transfer is the Holder
of a number of shares of Restricted Securities not less than 50% of the number
of such shares purchased by Hall Financial Group, Inc. hereunder including any
Convertible Shares purchase pursuant to Note III (appropriately adjusted for
subdivisions and combinations of shares of Common Stock and dividends on Common
Stock payable in shares of Common Stock subsequent to the date of this
Agreement).

Section 11. Notice of Adjustment. On the happening of an event
requiring an adjustment of the Warrant Price or the shares purchasable
hereunder, Search shall forthwith give written notice to the registered owner
stating the adjusted Warrant Price and the adjusted number and kind of
securities or other property purchasable hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based. The board of directors of Search, acting in
good faith, shall determine the calculation.

Section 12. Notice and Effect of Dissolution, etc. In case a
voluntary or involuntary dissolution, liquidation, or winding up of Search
(other than in connection with a consolidation or merger covered by Section 9
above) is at any time proposed, Search shall give at least 10 days' written
notice to the registered owner prior to the record date as of

Warrant to Purchase - Page 17
<PAGE> 19
which holders of Common Stock will be entitled to receive distributions as a
result of the proposed transactions. Such notice shall contain: (1) the date
on which the transaction is to take place; (2) the record date as of which
holders of Common Stock will be entitled to receive distribution as a result of
the transaction; (3) a brief description of the transaction; (4) a brief
description of the distributions to be made to holders of Common Stock as a
result of the transaction; (5) an estimate of the fair value of the
distributions. On the date of the transaction, if it actually occurs, this
option and all rights hereunder shall terminate.

Section 13. Maintenance of Office or Agency. Search shall at all
times maintain an office or agency in the United States, where this Certificate
may be presented or surrendered for subdivision, combination, registration of
transfer or exchange and where notices and demands may be served upon Search in
respect of the Warrants. The registrar and transfer agent for this Certificate
shall perform its duties as such hereunder promptly and in good faith. Such
office or agency shall initially be located at 700 N. Pearl Street, Suite 400,
L.B. 401, Dallas, Texas 75201. Search shall give the Holder prior written
notice of any change in the address of such office or agency.

Section 14. GOVERNING LAW. THIS CERTIFICATE SHALL BE GOVERNED
BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO THE LAWS THEREOF RELATING TO CHOICE OF LAW.

Section 15. Captions. The captions of the sections and
paragraphs of this Certificate have been inserted for convenience only and
shall have no substantive effect.

Section 16. Notices. Any notice, request, demand, consent, or
other communication pursuant to this Warrant shall be given when received and
shall be given in writing, and delivered in person against receipt therefor, or
sent by certified mail, postage prepaid as follows:

(a) If to Search at:

Search Capital Group, Inc.
700 N. Pearl Street, Suite 400
L.B. 401
Dallas, TX 75201
Attn.: Joe B. Dorman

or at such other address as it shall hereafter furnish in writing to the
Holder, or

Warrant to Purchase - Page 18
<PAGE> 20
(b) if to the Holder, the address of the Holder as it
appears on the warrant ledger of Search.

IN WITNESS WHEREOF, Search Capital Group, Inc. has caused this
Certificate to be signed in its name by its President or Vice President and its
corporate seal to be imprinted hereon and attested by its Secretary or
Assistant Secretary.

Dated: November 30, 1995

SEARCH CAPITAL GROUP, INC.

By: /s/ ROBERT D. IDZI
------------------------
Name: Robert D. Idzi
----------------------
Title: SVP & CFO
---------------------

Warrant to Purchase - Page 19
<PAGE> 21
PURCHASE FORM

(TO BE EXECUTED UPON EXERCISE OF WARRANT)

The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate to which this Purchase Form is
attached, to purchase Shares~ shares of Common Stock (the "Shares") and
herewith tenders payment for such Shares to the order of Search Capital Group,
Inc. in the amount of $_________________ in accordance with the terms hereof.
The undersigned requests that a certificate for such Shares be registered in
the name of Name~, whose address is __________________________________________.
If said number of Shares __________________________________________________
is less than all of the shares of Search Capital Group, Inc. Common Stock
purchasable under this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the remaining balance of the shares be issued
to and registered in the name of the undersigned.

Dated:________________

Signature: ________________________________
(Signature must confirm in all
respects to name of holder as
specified on the face of this
Warrant Certificate to which
this Purchase Form is attached.)

Warrant to Purchase - Page 20
<PAGE> 22
ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________________
hereby sells, assigns and transfers unto:

Name____________________________________________________________________________
(Please type or print in block letters)

Address_________________________________________________________________________

the right to purchase Search Capital Group, Inc. Common Stock represented by
the Warrant Certificate to which this Assignment Form is attached to the extent
of Shares~ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ___________________________________,
attorney, to transfer the same on the books of Search Capital Group, Inc. with
full power of substitution in the premises.

Dated:________________

Signature: ________________________________
(Signature must confirm in all
respects to name of holder as
specified on the face of this
Warrant Certificate to which
this Purchase Form is attached.)

Warrant to Purchase - Page 21

<PAGE> 1
EXHIBIT 99.1

FUNDING AGREEMENT DATED NOVEMBER 30, 1995
AMONG SEARCH CAPITAL GROUP, INC., SEARCH
FUNDING CORP, AUTOMOBILE CREDIT ACCEPTANCE
CORP., AUTOMOBILE CREDIT HOLDINGS, INC.,
NEWSEARCH, INC. AND HALL FINANCIAL GROUP, INC.
<PAGE> 2

FUNDING
AGREEMENT

Dated November 30, 1995

among

SEARCH CAPITAL GROUP, INC.

SEARCH FUNDING CORP.

AUTOMOBILE CREDIT ACCEPTANCE CORP.

AUTOMOBILE CREDIT HOLDINGS, INC.

and

NEWSEARCH, INC.

referred to collectively as

THE SEARCH PARTIES

and

HALL FINANCIAL GROUP, INC.
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<S> <C>
1.0 DATE AND PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.2 Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.0 RECITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.1 Search, Subsidiaries, Corporate
Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.2 Bankruptcy Proceeding . . . . . . . . . . . . . . . . . . . . . . . 2

2.3 Funding Requirements . . . . . . . . . . . . . . . . . . . . . . . . 2

2.4 Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.4 Interim Funding . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3.0 DEFINITIONS AND USAGE . . . . . . . . . . . . . . . . . . . . . . . . . 2

3.1 Primary Defined Terms . . . . . . . . . . . . . . . . . . . . . . . 2

Bankruptcy Proceeding . . . . . . . . . . . . . . . . . . . . . . . 2

Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Chapter Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 2

Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Collateral Coverage Ratio . . . . . . . . . . . . . . . . . . . . . 3

Disclosure Statement . . . . . . . . . . . . . . . . . . . . . . . . 3

Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Financing Statements . . . . . . . . . . . . . . . . . . . . . . . . 3

$500,000 Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

GECC Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

GECC Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4

GECC Pledged Collateral . . . . . . . . . . . . . . . . . . . . . . 4

Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Non-Chapter Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 4

Note I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Note II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Note III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>

Table of Contents i
FUNDING AGREEMENT
<PAGE> 4
<TABLE>
<S> <C>
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Plan Funding Commitment . . . . . . . . . . . . . . . . . . . . . . 5

Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Search Collateral . . . . . . . . . . . . . . . . . . . . . . . . . 5

Search Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Security Agreements . . . . . . . . . . . . . . . . . . . . . . . . 5

SFC Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Share Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . 5

UCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.2 Other Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . 6

3.2 Usages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4.0 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 6

4.1 The Search Parties . . . . . . . . . . . . . . . . . . . . . . . . . 6

4.2 HFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

5.0 COMMITMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

5.1 HFG Funding Commitment . . . . . . . . . . . . . . . . . . . . . . . 9

5.2 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

6.0 LOAN CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . 10

6.1 Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

7.0 LOAN CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

7.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

7.2 Obligations at Closing . . . . . . . . . . . . . . . . . . . . . . . 12

A. Search . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

B. SFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

C. Newsearch . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

D. ACAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

E. ACHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

F. Search Parties . . . . . . . . . . . . . . . . . . . . . . . . . . 13

G. HFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

7.3 Conditions for Funding under Note II . . . . . . . . . . . . . . . . 13

7.4 Conditions for Funding under Note III . . . . . . . . . . . . . . . 14
</TABLE>

Table of Contents ii
FUNDING AGREEMENT

<PAGE> 5
<TABLE>
<S> <C>
7.5 Post-Closing Extensions of Maturities of Notes I and II . . . . . . 14

8.0 PLAN FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

8.1 Plan Funding Commitment . . . . . . . . . . . . . . . . . . . . . . 14

8.2 Funding Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . 14

8.3 Conditions to Plan Funding . . . . . . . . . . . . . . . . . . . . . 14

8.4 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

8.5 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

8.6 Board Representation . . . . . . . . . . . . . . . . . . . . . . . . 16

8.7 Funding Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 16

9.0 NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 16

9.1 Limitations on Changes in Search's Capital Structure . . . . . . . . 16

9.2 Limitations on Changes in GECC Loan Agreement . . . . . . . . . . . 16

9.3 Limitations on Transfers Among Entities . . . . . . . . . . . . . . 16

9.4 Limitations on Change of Principal Place of Business
of Search and SFC . . . . . . . . . . . . . . . . . . . . . . . . . 16

9.5 Limitations on Sale or Transfer of Search and SFC Receivables . . . 17

9.6 Limitations on Junior Security Interests in Search
and SFC Receivables . . . . . . . . . . . . . . . . . . . . . . . . 17

9.7 Limitations on Filing Voluntary Petitions under Bankruptcy Code . . 17

10.0 AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 17

10.1 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 17

10.2 Periodic Reports . . . . . . . . . . . . . . . . . . . . . . . . . 17

10.3 Subsequent Pledge of GECC Pledged Collateral . . . . . . . . . . . 17

10.4 Board Representation . . . . . . . . . . . . . . . . . . . . . . . 17

10.5 Collateral Coverage . . . . . . . . . . . . . . . . . . . . . . . . 17

11.0 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

11.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 18

11.2 HFG Rights upon Occurrence of an Event of Default . . . . . . . . . 19

12.0 GUARANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

12.1 Search's Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . 19

12.2 SFC's Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . 20

12.3 ACAC's, ACHI's and Newsearch's Guaranty . . . . . . . . . . . . . . 20

12.4 General Provisions of All Guaranties . . . . . . . . . . . . . . . 20

12.5 Term of Guaranties . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

Table of Contents iii
FUNDING AGREEMENT

<PAGE> 6
<TABLE>
<S> <C>
12.6 Guarantors' Waivers . . . . . . . . . . . . . . . . . . . . . . . . 21

13.0 EXPENSE REIMBURSEMENT AND INDEMNITY . . . . . . . . . . . . . . . . . 21

13.1 Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . 21

13.2 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

14.0 USURY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

14.1 Non-Usurious Intent . . . . . . . . . . . . . . . . . . . . . . . . 22

14.2 Construction to Avoid Usury . . . . . . . . . . . . . . . . . . . . 22

15.0 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 23

15.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . 23

15.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

15.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

15.4 HFG Reliance on Disclosure Statement . . . . . . . . . . . . . . . 23

15.5 Duty of HFG's Professionals . . . . . . . . . . . . . . . . . . . . 23

15.6 No Fiduciary Relationship . . . . . . . . . . . . . . . . . . . . . 24

15.7 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

A. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 24

B. Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . 24

C. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

D. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

E. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

F. Resolution of Ambiguities . . . . . . . . . . . . . . . . . . . . 24

G. Limitation and Waiver of Remedies . . . . . . . . . . . . . . . . 24

H. Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

I. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . 25

J. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

15.8 Binding Agreement to Arbitrate Disputes . . . . . . . . . . . . . . 25

15.9 Limitation of Actions . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>

Table of Contents iv
FUNDING AGREEMENT

<PAGE> 7

FUNDING
AGREEMENT

1.0 DATE AND PARTIES

1.1 DATE. This funding agreement is dated and effective November
28, 1995.

1.2 PARTIES. The parties to this agreement are:

A. Hall Financial Group, Inc. ("HFG")
750 N. St. Paul
Suite 200
Dallas, TX 75201-3247

B. Search Capital Group, Inc. ("Search")
700 N. Pearl
Suite 400, L.B. 401
Dallas, TX 75201-2809

C. Search Funding Corp. ("SFC")
700 N. Pearl
Suite 400, L.B. 401
Dallas, TX 75201-2809

D. Automobile Credit Acceptance Corp. ("ACAC")
700 N. Pearl
Suite 400, L.B. 401
Dallas, TX 75201-2809

E. Newsearch, Inc. ("Newsearch")
700 N. Pearl
Suite 400, L.B. 401
Dallas, TX 75201-2809

F. Automobile Credit Holdings, Inc. ("ACHI")
700 N. Pearl
Suite 400, L.B. 401
Dallas, TX 75201-2809

FUNDING AGREEMENT 1
<PAGE> 8
2.0 RECITATIONS

2.1 SEARCH, SUBSIDIARIES, CORPORATE STRUCTURE. Search is the
corporate parent of SFC, ACHI, and Newsearch, and of other incorporated
entities, which are the Chapter Subsidiaries and the Non-Chapter Subsidiaries
identified in 3.1. ACHI is ACAC's corporate parent. Search and its
subsidiaries comprise an industry-specific financial services company
specializing in the purchase, management, and securitization of used motor
vehicle receivables, which are secured by medium-priced, used automobiles and
light trucks which typically have been purchased by consumers with substandard
credit histories.

2.2 BANKRUPTCY PROCEEDING. Each of the Chapter Subsidiaries on
August 14, 1995, filed a petition for reorganization under chapter 11 of the
Bankruptcy Code. All of them are now debtors in an
administratively-consolidated Bankruptcy Proceeding. Search and the Chapter
Subsidiaries have proposed the Plan in the Bankruptcy Proceeding.

2.3 FUNDING REQUIREMENTS. The Search Parties require funds for
general corporate purposes, and for the purpose of assisting in the
implementation of the Plan, all under the terms of this agreement.

2.4 OBJECTIVES. HFG has agreed to supply to the Search Parties
the funding provided for under and in accordance with the conditions of this
agreement.

2.5 INTERIM FUNDING. Previously the parties executed an Interim
Funding Agreement dated November 21, 1995, pursuant to which a $500,000 Note
was executed by Search and SFC payable to HFG. The $500,000 Note represented a
partial funding of Note I and was secured by the Search Collateral and the SFC
Collateral. Principal and interest accrued and unpaid on the $500,000 Note
will be paid at Closing through delivery of Note I.

3.0 DEFINITIONS AND USAGE

3.1 PRIMARY DEFINED TERMS. When used in this agreement and
capitalized, unless the context clearly indicates otherwise, these terms shall
have these special meanings:

BANKRUPTCY PROCEEDING: the consolidated bankruptcy proceedings of the
Chapter Subsidiaries, begun on August 14, 1995, when each of the
Chapter Subsidiaries filed a petition for reorganization under chapter
11 of the Bankruptcy Code, and pending in the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, as In re
Automobile Credit Fund 1991-III, Inc., et al, case nos.
395-34981-RCM-11 through 395-34988-SAF-11, jointly administered under
case no. 395-34981-RCM-11.

BANKRUPTCY CODE: the United States Bankruptcy Code, as amended from
time to time.

CHAPTER SUBSIDIARIES : these corporate subsidiaries of Search, each
of which is a debtor in the Bankruptcy Proceeding:

1. Automobile Credit Fund 1991-III, Inc., a Texas
corporation;

FUNDING AGREEMENT 2
<PAGE> 9
2. Automobile Credit Finance, Inc., a Texas corporation;

3. Automobile Credit Partners, Inc. ., a Delaware
corporation;

4. Automobile Credit Finance 1992-II, Inc., a Texas
corporation;

5. Automobile Credit Finance III, Inc., a Texas
corporation;

6. Automobile Credit Finance IV, Inc., a Texas
corporation;

7. Automobile Credit Finance V, Inc. ., a Texas
corporation; and

8. Automobile Credit Finance VI, Inc., a Texas
corporation.

COLLATERAL: The Search Collateral, the SFC Collateral, the Share
Collateral, and all other collateral subjected to security interests
under the Security Agreements and the Pledge Agreement.

COLLATERAL COVERAGE RATIO: the ratio of the automobile receivables
pledged under the Security Agreements and the GECC Loan Agreement
having a delinquency not exceeding 60 days as compared to the sum of
the outstanding balances owed to HFG on Notes I and II and GECC at the
time such ratio is determined with such ratio being not less than 1.5
to 1.0.

DISCLOSURE STATEMENT: the Disclosure Statement proposed to be filed
in the Bankruptcy Proceeding by all of the Chapter Subsidiaries and
Search, as co-proponents of the Plan.

EFFECTIVE DATE: the Effective Date as defined in the Plan.

FINANCING STATEMENTS: UCC financing statements evidencing the
security interests in the Collateral granted by the Security
Agreements and the Pledge Agreements.

$500,000 NOTE: The promissory note executed by Search and SFC on
November 21, 1995, payable to HFG in the principal amount of $500,000,
which note will be satisfied in full at closing upon the execution of
Note I.

GAAP: generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting
Principles Board of the American Institute of Certified Public
Accountants or in statements of the Financial Accounting Standards
Board, or their respective successors, and which are applicable in the
circumstances as of the relevant date. Accounting principles are
applied on a consistent basis when the accounting principles applied
in a current period are comparable in all material respects to those
accounting principles applied in a preceding period.

GECC LOAN: the loan made by General Electric Capital Corporation
("GECC") to SFC under the GECC Loan Agreement.

FUNDING AGREEMENT 3

<PAGE> 10
GECC LOAN AGREEMENT: the Motor Vehicle Installment Contract Loan and
Security Agreement dated June 17, 1994, among GECC, SFC and Search, as
amended and modified by the parties to such agreement.

GECC PLEDGED COLLATERAL: the pledged chattel paper held at closing
under this agreement by GECC in pledge under the GECC Loan Agreement,
identified in Exhibit A.

LOAN DOCUMENTS: Notes I, II and III, the Security Agreements, the
Pledge Agreements, and all Financing Statements and other instruments,
documents and agreements that may be executed and delivered by any of
the Search Parties to HFG under or in connection with this agreement,
as they may be amended renewed, extended or supplemented from time to
time.

NON-CHAPTER SUBSIDIARIES: these corporate subsidiaries of Search:

1. Automobile Credit Wholesaling, Inc., a Delaware
corporation;

2. Consumer-Dealer Autocredit Corporation, a Texas
corporation; and

3. Search Automobile Leasing Corporation, a Texas
corporation.

NOTE I: the convertible promissory note in the original principal
amount by which (i) $2,000,000.00 exceeds (ii) the principal amount
owing on the GECC Loan on the date of closing; in the form of Exhibit
B, and with the option of the holder to convert up to $1,000,000.00 of
the debt represented by Note I into common stock of Search on the
terms and conditions contained in Exhibit B,to be executed and
delivered to HFG by Search and SFC at closing; and all renewals,
extensions, restructurings, modifications and substitutions for Note
I.

NOTE II: the promissory note in the original principal amount
actually advanced, if any, not to exceed the lesser of (i) the
principal amount owing on the GECC Loan on the date of closing, and
(ii) the principal amount owing on the GECC Loan on the date, if any,
of advancing of principal under Note II; in the form of Exhibit C, to
be executed and delivered to HFG by Search and SFC at closing, with
funds to be advanced on the conditions in 7.3; and all renewals,
extensions, restructurings, modifications and substitutions for Note
II.

NOTE III: the convertible promissory note in the original principal
amount of $1,000,000.00, or so much thereof actually advanced, under
which $500,000.00 will be advanced at closing, and an additional
$500,000.00 will be advanced as soon as practicable after (but not
more than 10 days after) approval by the bankruptcy court in the
Bankruptcy Proceeding of the Disclosure Statement; in the form of
Exhibit D, and with the option in the holder to convert the debt
represented by Note III into common stock of Search on the terms and
conditions contained in Exhibit D, to be executed and delivered to HFG
by Search and SFC at closing, with funds to be advanced on the
conditions in 7.4; and all renewals, extensions, restructurings,
modifications and substitutions for Note III.

NOTES: Note I, Note II, and Note III.

FUNDING AGREEMENT 4

<PAGE> 11
OBLIGATIONS: all obligations, indebtedness and liabilities of the
Search Parties and other Non-Chapter Subsidiaries to HFG, now existing
or hereafter arising, whether direct, indirect, related, unrelated,
fixed, contingent, liquidated, unliquidated, joint, several, or joint
and several, including without limitation, all obligations,
indebtedness and liabilities of the Search Parties to HFG under the
Notes, the Security Agreements, the Pledge Agreements, and the other
Loan Documents.

PLAN: the Joint Plan of Reorganization proposed to be filed in the
Bankruptcy Proceeding by all of the Chapter Subsidiaries and Search,
as co-proponents.

PLAN FUNDING COMMITMENT: HFG's commitment to provide funding under
the Plan, under the terms and conditions of Section 8.0.

PLEDGE AGREEMENTS: the pledge agreements to be executed and delivered
to HFG at closing by Newsearch, in the form of Exhibit E, by Search,
in the form of Exhibit F, and by ACHI in the form of Exhibit G, as
amended, supplemented or modified from time to time, granting a
security interest in the Share Collateral, to secure payment of the
Notes and all other Obligations of the Search Parties hereunder.

SEARCH COLLATERAL: the chattel paper held by Search, identified by
schedule in Exhibit A, in which Search is at closing to grant a
security interest, by executing and delivering the Search Security
Agreement to HFG, and by pledging the chattel paper through delivery
of the chattel paper to HFG, and the GECC Pledged Collateral owned by
Search, identified in Exhibit A, which will at closing be subjected to
a junior security interest under the Search Security Agreement, to
secure the Notes and all other Obligations of the Search Parties
hereunder.

SEARCH PARTIES: Search, SFC, ACHI, ACAC, and Newsearch.

SECURITY AGREEMENTS: the security agreements to be executed and
delivered to HFG at closing by Search, SFC and ACAC, in the forms of
Exhibits H (the "Search Security Agreement"), I (the "SFC Security
Agreement") and J (the "ACAC Security Agreement"), as they may be
amended, supplemented or modified from time to time, each granting a
security interest in chattel paper held by the grantor of the security
interest, to secure payment of the Notes and all other Obligations of
the Search Parties hereunder.

SFC COLLATERAL: the chattel paper held by SFC, identified by schedule
in Exhibit A, in which SFC is at closing to grant a security interest,
by executing and delivering the SFC Security Agreement to HFG, and by
pledging the chattel paper through delivery of the chattel paper to
HFG, and the GECC Pledged Collateral owned by SFC, identified in
Exhibit A, which will at closing be subjected to a junior security
interest under the SFC Security Agreement, to secure the Notes and all
other Obligations of the Search Parties hereunder.

SHARE COLLATERAL: (i) 2,250,000 common shares of Search held by
Newsearch, (ii) 100% of the common stock of SFC, ACHI, and Newsearch
held by Search, and (iii) 100% of the common stock of ACAC held by
ACHI in which Newsearch, Search, and ACHI

FUNDING AGREEMENT 5
<PAGE> 12
respectively, will at closing grant and perfect a security interest to
secure the Notes and all other Obligations of the Search Parties
hereunder, by executing and delivering the Pledge Agreements to HFG,
and by delivering the Share Collateral to HFG in pledge under the
Pledge Agreements.

UCC: The Texas Uniform Commercial Code, as amended from time to time.

3.2 OTHER DEFINED TERMS. Other terms are defined elsewhere in the
agreement, with the defined term appearing in quotation marks within
parentheses immediately following the defining term or phrase. When used in
this agreement, unless the context clearly indicates otherwise, those defined
terms shall have those limited meanings. When terms defined in the UCC are
used in this agreement, those terms have their UCC meanings unless the context
clearly indicates otherwise. Any accounting terms used in this agreement have
the meanings given them in accordance with GAAP.

3.3 USAGES. Defined terms may be used in the singular or plural.
When used in this agreement, the words "hereof," "herein," and "hereunder"
always refer to this agreement as a whole, and never to a particular provision.
Unless otherwise clearly indicate, section ("Section ") and paragraph ("Par.")
references are to sections and paragraphs of this agreement.

4.0 REPRESENTATIONS AND WARRANTIES

4.1 THE SEARCH PARTIES. The Search Parties jointly and severally
represent and warrant to HFG that:

A. Search, ACHI, and Newsearch are duly incorporated, validly
existing, and in good standing under the laws of Delaware.
SFC and ACAC are duly incorporated, validly existing, and in
good standing under the laws of Texas.

B. Each Search Party has full power and authority to carry on its
business as now conducted and as proposed to be conducted, and
to execute and perform its Obligations under this agreement
and the Loan Documents to which it will be a signatory
hereunder.

C. The execution, delivery and performance of this agreement by
each Search Party, and the execution, delivery and performance
of the Notes, the Security Agreements, the Pledge Agreements,
and the other Loan Documents by each Search Party that will be
a signatory to each such instrument hereunder, have been duly
authorized by all requisite corporate action, will not violate
the articles of incorporation or bylaws of any Search Party,
and do not require any approval of its stockholders.

D. Search's only subsidiaries are SFC, ACHI, Newsearch, the
Chapter Subsidiaries, and the Non-Chapter Subsidiaries.
Search owns and holds all of the issued and outstanding
capital stock of all of its subsidiaries. ACHI owns and holds
all of the issued and outstanding capital stock of ACAC.
Search owns no direct or indirect interest in any other
entity.

FUNDING AGREEMENT 6
<PAGE> 13

E. Search owns and holds the receivables scheduled in Exhibit A,
subject to no encumbrances or adverse claims, except for the
portion of the receivables owned and held by Search that is
subject to a security interest in favor of GECC under the GECC
Loan Agreement, as identified in Exhibit A. The receivables
are chattel paper held by Search at its principal place of
business in Dallas, Texas.

F. SFC owns and holds the receivables shown in Exhibit A, subject
to no encumbrances or adverse claims, except for the portion
of the receivables owned and held by SFC that is subject to a
security interest in favor of GECC under the GECC Loan
Agreement, as identified in Exhibit A. The receivables are
chattel paper held by SFC at its principal place of business
in Dallas, Texas.

G. The GECC Loan Agreement has not been amended, and there is no
uncured or unwaived default by Search or SFC under the GECC
Loan Agreement, or any condition that but for the giving of
notice or the passage of time would be a default under the
GECC Loan Agreement, except as has been certified in writing
to HFG by the Search Parties before execution of this
agreement.

H. Each of the Non-Chapter Subsidiaries is a duly organized and
validly existing corporation in good standing under the laws
of the state of its incorporation, which is correctly
identified in Par. 3.1, with requisite corporate power and
authority to own its properties and to transact the businesses
in which it is engaged.

I. Each of the Chapter Subsidiaries is a duly organized and
validly existing corporation in good standing under the laws
of the state of its incorporation, which is correctly
identified in Par. 3.1, with requisite corporate power and
authority to own its properties and to transact the businesses
in which it is engaged, subject to the authority of the
bankruptcy court in the Bankruptcy Proceeding; and each of the
Chapter Subsidiaries is now a debtor in the Bankruptcy
Proceeding.

J. As of the date of its filing, the Second Amended Disclosure
Statement filed in the Bankruptcy Proceeding was true in all
material respects, and fairly disclosed all material matters
required to make its statements not misleading and to enable a
creditor or potential investor in the Chapter Subsidiaries
through the plan to make a reasonably informed decision in
voting upon the plan.

K. The execution and delivery of this agreement by each Search
Party is for good and sufficient consideration.

L. Performance by the Search Parties under this agreement and
under any Loan Documents to which any of them will be a
signatory will not violate the articles of incorporation or
bylaws of any of them, or require any approval of
stockholders.

N. The person executing this agreement on behalf of each of the
Search Parties is duly authorized so to act.

FUNDING AGREEMENT 7
<PAGE> 14
O. The execution and delivery of this agreement by the Search
Parties and the performance by each Search Party of this
agreement or the Loan Documents to which it will be a party
will not (i) violate (a) any provision of law applicable to
any of them, or any order, judgment or decree of any court or
other agency of government binding either of them or (b) any
material contractual obligation of any of them (except the
GECC Loan Agreement, to the extent certified in writing to HFG
by the Search Parties before execution of this agreement),
(ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any
material contractual obligation of any of them, (iii) result
in or require the creation or imposition of any encumbrance of
any nature whatsoever upon any of the properties or assets of
any Search Party, other than the security interests granted to
HFG under the Loan Documents, or (iv) require any approval or
consent under any material contractual obligation of any of
them, other than approvals or consents which have been
obtained.

P. There are no actions, suits or proceedings pending or, to
their knowledge, threatened against any Search Party wherein
an adverse ruling or decision is reasonably likely to affect
materially and adversely the ability of any Search Party to
perform its Obligations under this agreement or the Loan
Documents; and there are no unsatisfied judgments outstanding
against any Search Party.

Q. Except for the filing of the Financing Statements, and the
continuations of such filings as required by the UCC, no
consent, approval, authorization or other action of or by, or
registration, designation, declaration, filing or
qualification with, any court, administrative agency or other
governmental entity which has not been obtained is necessary
as a condition to, or in connection with, the execution,
delivery or performance by, or the enforceability against, any
Search Party, or the validity of this agreement or the Loan
Documents to which any of them is a party, or the consummation
of the transactions contemplated by this agreement or the Loan
Documents.

R. No order, consent, approval, license, authorization or
validation of, or recording, registration, declaration or
filing with, or exemption by, any governmental or public body
or authority (including, without limitation, any bankruptcy
court, trustee or receiver), or any other third party is
required to be made or obtained by Search or any of its
subsidiaries or affiliates in connection with the execution,
delivery and performance by Search of this agreement or of any
of Loan Documents to which it will be a party, or in
connection with the legality, validity, binding effect or
enforceability of the this agreement or any of the Loan
Documents, except those which have been made or obtained prior
to the date of this agreement and are effective.

S. Each financial statement of Search, SFC, ACHI, ACAC and
Newsearch supplied to HFG by the Search Parties fairly present
in accordance with GAAP the assets, liabilities, financial
condition and income of the relevant entity as of the date of
the statement, and there has been no material adverse change
in the assets, liabilities or

FUNDING AGREEMENT 8

<PAGE> 15
financial condition of any of Search, SFC, Newsearch, ACHI, or
ACAC since the date of the most recent financial statement of
that entity supplied to HFG.

T. There is no fact known to the Search Parties that they have
not disclosed to HFG in writing that would or might likely
have a material adverse effect upon the Collateral or the
ability of any of the Search Parties to perform its respective
Obligations hereunder. To the best of the knowledge of the
Search Parties, all other information, documents, financial
data and reports supplied to HFG in connection with the
negotiation and preparation of this agreement, including
without limitation copies of articles of incorporation,
bylaws, certificates and warrants, were when supplied and
remain in all material respects true and accurate.

U. All required federal, state and local tax returns of the
Search Parties have been accurately prepared and duly and
timely filed within the initial or extended time allowed.
There is no delinquency in the payment of any governmental
charge , tax or assessment that could adversely affect in any
way the Collateral. There is no audit or dispute expected or
ongoing with respect to any federal, state or local tax return
of any of the Search Parties.

V. This agreement and the Loan Documents constitute legal, valid
and binding agreements of the Search Parties who are
signatories to them, enforceable against them in accordance
with their terms.

4.2 HFG. HFG represents and warrants to the Search Parties that
HFG is a corporation incorporated and in good standing under the laws of
Delaware, and that HFG's execution and delivery of this agreement has been duly
authorized by all requisite corporate action.

5.0 COMMITMENT

5.1 HFG FUNDING COMMITMENT. HFG shall advance the funds required
under the Notes and shall fulfill the Plan Funding Commitment under Section
8.0, upon the terms and subject to the conditions of this agreement.

5.2 COMMITMENT FEE. The Search Companies have paid to HFG upon
execution of this agreement a commitment fee of $20,000 with respect to Notes I
and II (the "Note Commitment Fee"). The parties intend that the Note
Commitment Fee is an earned fee paid in consideration for HFG's commitments
hereunder, and for HFG's evaluation, inspection and efforts expended in
connection with the execution of this agreement. However, in the event HFG
should not be required to fund an aggregate of $2,000,000 under Notes I and II,
HFG shall refund to the Search Parties 1% of the amount of the difference
between $2,000,000 and the amount actually loaned under Notes I and II.

FUNDING AGREEMENT 9

<PAGE> 16
6.0 LOAN CLOSING CONDITIONS

6.1 LEGAL OPINION. The Search Parties shall deliver to HFG at or
before closing, as a condition of HFG's obligations to advance any funds under
this agreement, an opinion of counsel in form and substance reasonably
satisfactory to HFG and by counsel reasonably satisfactory to HFG, expressing
the opinions that:

D. Performance by the Search Parties under this agreement and
under any Loan Documents to which any of them will be a
signatory will not violate the articles of incorporation or
bylaws of any of them, or require any approval of
stockholders.

E. The person executing this agreement on behalf of each Search
Party is duly authorized so to act.

F. The opinion giver has no current actual knowledge that the
execution and delivery of this agreement by any Search Party,
or the performance by any Search Party of this agreement or
the Loan Documents to which it will be a party will (i)
violate (a) any provision of law applicable to the any of
them, or any order, judgment or decree of any court or other
agency of government binding any of them or (b) any material
contractual obligation of any of them, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse
of time or both) a default under any material contractual
obligation of any of them, (iii) result in or require the
creation or imposition of any encumbrance of any nature
whatsoever upon any of the properties or assets of any of
them, other than the security interests granted to HFG under
the Loan Documents, or (iv) require any approval or consent
under any material contractual obligation of either of them,
other than approvals or consents which have been obtained.

G. When the Financing Statements have been duly filed in the
office of the Texas Secretary of State, Uniform Commercial
Code Division, the security interests created by the Security
agreements in and to the Collateral will constitute valid,

FUNDING AGREEMENT 10
<PAGE> 17
enforceable and perfected security interests under the UCC to
the extent that perfection of security interests in the
Collateral is governed by Article 9 of the UCC.

H. To the extent that Collateral consists of instruments, and
assuming HFG's continued possession of such Collateral, the
security interests granted under the Security Agreement will
constitute valid and perfected security interests in such
Collateral, prior to all other liens against such Collateral
or interests therein now existing or hereafter existing.

I. Except for the filing of the Financing Statements referred to
in Par. 6.1(G) above, and the continuations of such filings as
required by the UCC, no consent, approval, authorization or
other action of or by, or registration, designation,
declaration, filing or qualification with, any court,
administrative agency or other governmental entity which has
not been obtained is necessary as a condition to, or in
connection with, the execution, delivery or performance by, or
the enforceability against, Search or SFC, or the validity of
this agreement or the Loan Documents to which either is a
party, or the consummation of the transactions contemplated by
this agreement or the Loan Documents.

J. The opinion giver has no current actual knowledge of any
proceeding, investigation or litigation pending or threatened
against or affecting any Search Party or any of the other
assets or properties of any Search Party in any court or
before any administrative agency or arbitration board wherein
an adverse ruling or decision is reasonably likely to affect
materially and adversely the ability of any Search Party to
perform its Obligations under the Loan Documents; and there
are no unsatisfied judgments outstanding against any Search
Party.

K. No Search Party is an "investment company" or a company
"controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended.

L. This agreement and the Loan Documents constitute legal, valid
and binding agreements of the Search Parties who are
signatories to them, enforceable against them in accordance
with their terms, subject to:

1. rights of the United States under the Federal Tax
Lien Act of 1966, as amended; the application of the
standard of good faith, such as that defined in
section 1.203 of the Texas UCC; principles of equity
which may limit the availability of certain equitable
remedies; and bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and other laws
applicable to creditors' rights or the collection of
debtors' obligations generally; and

2. the qualification that certain of the remedial,
waiver and other provisions of this agreement and the
Loan Documents may be further limited or rendered
unenforceable by other provisions of applicable law,
but those

FUNDING AGREEMENT 11
<PAGE> 18
provisions are unlikely substantially to interfere
with the practical realization of the benefits to HFG
purported to be provided by this agreement and the
Loan Documents, except for the economic consequences
of any procedural delay that may result.

7.0 LOAN CLOSING

7.1 CLOSING. Closing shall be in the offices of Burke & Wright,
P.C., 2900 Renaissance Tower, 1201 Elm Street, Dallas, Texas on November 30,
1995.

7.2 OBLIGATIONS AT CLOSING.

A. SEARCH. At closing, Search shall:

1. execute and deliver to HFG Notes I, II and III;

2. execute and deliver to HFG the Search Security
Agreement upon the Search Collateral and the GECC
Pledged Collateral that is owned by Search; and
execute and deliver to HFG a related Financing
Statement, for recording in the office of the Texas
Secretary of State;

3. deliver to HFG in pledge under the Search Security
Agreement all Search Collateral identified in Exhibit
A, that is not subject to a security interest under
the GECC Loan Agreement, identified in Exhibit A;

4. issue to HFG 3,000,000 warrants to purchase Search
common shares, having an exercise price of $2.00 per
share, and upon the warrant terms set forth in
Exhibit K;

5. execute and deliver to HFG the Search Pledge
Agreement;

6. deliver to HFG one or more share certificates in
appropriate form and with executed transfer powers
complying with the Search Pledge Agreement,
representing the Share Collateral being pledged by
Search;

B. SFC . At closing SFC shall:

1. execute and deliver to HFG Notes I, II and III;

2. execute and deliver the SFC Security Agreement upon
the SFC Collateral and the GECC Pledged Collateral
that is owned by SFC; and execute and deliver the
related Financing Statement, for recording in office
of Texas Secretary of State; and

FUNDING AGREEMENT 12
<PAGE> 19
3. deliver to HFG in pledge under the SFC Security
Agreement all SFC Collateral identified in Exhibit A,
that is not subject to a security interest under the
GECC Loan Agreement, identified in Exhibit A.

C. NEWSEARCH. At closing Newsearch shall:

1. execute and deliver to HFG the Newsearch Pledge
Agreement and execute and deliver to HFG a related
Financing Statement, for recording in the office of
the Texas Secretary of State; and

2. deliver to HFG one or more share certificates in
appropriate form and with executed transfer powers
complying with the Newsearch Pledge Agreement,
representing the Share Collateral being pledged by
Newsearch.

D. ACAC. At closing ACAC shall execute and deliver to HFG the
ACAC Security Agreement and execute and deliver to HFG a
related Financing Statement, for recording in the office of
the Texas Secretary of State;

E. ACHI. At closing, ACHI shall:

1. execute and deliver to HFG the ACHI Pledge Agreement
and execute and deliver to HFG a related Financing
Statement, for recording in the office of the Texas
Secretary of State; and

2. deliver to HFG one or more share certificates in
appropriate form and with executed transfer powers
complying with the ACHI Pledge Agreement,
representing the Share Collateral being pledged by
ACHI.

F. SEARCH PARTIES. At closing the Search Parties shall reimburse
to HFG all of HFG's attorney's fees and other out-of-pocket
costs and expenses incurred by HFG to the date of closing in
investigation and documentation of the transactions evidenced
by this agreement.

G. HFG. At closing HFG shall:

1. deliver to the Search Parties the required advances
under Notes I (less the amounts previously advanced
on the $500,000 Note plus accrued interest), II (if
any), and III;

2. execute the Security Agreements and the Pledge
Agreements and accept pledge of the Search Collateral
identified in Exhibit A, the SFC Collateral
identified in Exhibit A, and the Share Collateral;
and

3. return to the Search Parties the $500,000 Note.

7.3 CONDITIONS FOR FUNDING UNDER NOTE II. HFG shall at closing or
thereafter advance the principal of Note II in the amount, if any, not
exceeding the lesser of (i) the principal amount

FUNDING AGREEMENT 13
<PAGE> 20
owing on the GECC Loan on the date of closing, and (ii) the principal amount
owing on the GECC Loan on the later date, if any, at which the advance to pay
the balance of the GECC Loan is required after notice by GECC of a default
other than the defaults disclosed to HFG prior to closing and an intention to
resort to the collateral of the GECC loan, or at such earlier time as HFG shall
elect; on the condition that (i) the proceeds of Note II are delivered to GECC
to release all security interest held by GECC under the GECC Loan Agreement,
and (ii) all Search Parties deliver to HFG in pledge under the Search and SFC
Security Agreements all GECC Pledged Collateral at the time of the funding.
Subject to the consent of GECC to the extent required by the GECC Loan
Documents, HFG at its option may either payoff the GECC Loan or acquire the
GECC Loan by assignment. HFG shall not be required to fund Note II if: (i) the
GECC Loan is in monetary default other than as a result of acceleration of
maturity from a nonmonetary default or (ii) the Search Parties cannot meet the
Collateral Coverage Ratio.

7.4 CONDITIONS FOR FUNDING UNDER NOTE III. $500,000.00 of the
principal of Note III will be funded at closing. The remaining $500,000.00
shall be advanced as soon as practicable after (but not more than 10 days
after) approval by the bankruptcy court in the Bankruptcy Proceeding of the
Disclosure Statement, or such approval of an amended version of the Disclosure
Statement that is approved by HFG, which approval HFG shall not unreasonably
withhold if any amendment does not materially modify the debt-to-equity
conversion alternative contained in the Plan.

7.5 POST-CLOSING EXTENSIONS OF MATURITIES OF NOTES I AND II. The
Search Parties shall have the option to extend the maturities of Notes I and II
one time for 60 days, if the Plan is not confirmed in 90 days or less, under
the terms of Notes I and II.

8.0 PLAN FUNDING

8.1 PLAN FUNDING COMMITMENT. HFG will loan to the Chapter
Subsidiaries in connection with the Plan an amount as necessary to enable the
Chapter Subsidiaries to cash-out up to 10% of the outstanding notes, as
defined in the Plan, in each of the Chapter Subsidiaries, at an amount equal to
80% of the net present value (net present value being determined by the
application of a discount rate of 15% to net cash flow, as defined in the Plan)
of such notes. If more than 10% of the noteholders in any particular Chapter
Subsidiary seek to have their notes cashed-out under the Plan, HFG may, in
HFG's sole discretion, loan additional amounts to the Chapter Subsidiaries to
fund the cash-out of all or such lesser amount of Noteholders electing the
cash-out option as HFG, in HFG's sole discretion, may determine. Noteholders
electing the cash-out must have cast a ballot accepting the Plan, and must have
selected the cash-out option on their ballot.

8.2 FUNDING COMMITMENT FEE. In addition to the other
consideration provided in this agreement for the Plan Funding Commitment,
Search shall at closing pay to HFG a plan-funding commitment fee of $15,000 in
consideration of HFG's commitment under this Section 8.0.

8.3 CONDITIONS TO PLAN FUNDING. HFG shall not be required to fund
the commitment under Paragraph 8.1 until the Disclosure Statement, containing
the following provisions, has been approved by the bankruptcy court in the
Bankruptcy Proceeding, the Plan, containing the following provisions, has

FUNDING AGREEMENT 14
<PAGE> 21
been confirmed by the bankruptcy court in the Bankruptcy Proceeding, and the
order of confirmation, containing the following provisions, has become final
and nonappealable:

a. The Plan shall include a description of the Plan Funding
Commitment similar in content to the description in Par. 8.1
above.

b. The Plan shall disclose the conditions to funding contained in
this Par. 8.3.

c. The Plan shall provide for the surrender by the noteholders
electing the cash-out option of their notes to the Chapter
Subsidiaries in full satisfaction of their secured and
unsecured claims.

d. The Plan shall provide for noteholders electing the cash-out
option to so indicate on their ballot.

e. The Plan shall provide for the repayment of the administrative
claim of HFG as a result of the amounts loaned by HFG under
the Plan Funding Commitment with an equal amount of common
stock, convertible preferred stock, warrants, dividends, and
cash payments that would have been paid to the noteholders
that were cashed-out with such funds with respect to both
their secured and unsecured claims on the Effective Date under
the Search Equity Option.

f. The Plan shall not impose any restrictions with respect to
the shares HFG receives under the Plan.

g. The Plan shall provide that HFG shall not be an issuer or
underwriter for purposes of Section 1145 of the Bankruptcy
Code.

h. The Disclosure Statement shall fully and completely disclose
the foregoing provisions of the Plan.

i. The Plan and Disclosure Statement containing the foregoing
provisions shall be sent to all creditors and
parties-in-interest along with a ballot containing the
cash-out option at least 25 days prior to the hearing on
confirmation of the Plan.

j. At the Confirmation hearing, evidence shall be introduced by
Search establishing that HFG is neither an issuer nor an
underwriter.

k. The Order confirming the Plan shall contain findings that HFG
is not an issuer, is purchasing claims of noteholders with a
view to investment and not distribution of any security to be
received, and is not an underwriter.

l. The Plan, Disclosure Statement, Order confirming Plan, Ballot,
and any other documents sent to creditors in connection with
the Plan shall be subject to the final approval of HFG and
shall not be amended or withdrawn without the consent of HFG.

FUNDING AGREEMENT 15
<PAGE> 22
Further, HFG shall not be required to fund the commitment under Paragraph 8.1 if
noteholders who elect the Collateral/Sale Service Option under the Plan hold
notes having in the aggregate a net present value exceeding 40% of the total
net present value of all of the notes of all of the Chapter Subsidiaries.

8.4 TERM. The term of the commitment in Paragraph 8.1 shall be
for 90 days, beginning on the effective date of this agreement. Search shall
have the option to extend the term for an additional 60 days, if there is then
no default under this agreement by any Search Party, by paying HFG a
$100,000.00 funding extension fee before the end of the original 90- day term.

8.5 DISCLOSURE. HFG and the Search Parties agree that the terms
of HFG's Plan Funding Commitment under this Section 8.0 shall be included in
the Plan and Disclosure Statement subject to the approval of HFG.

8.6 BOARD REPRESENTATION. HFG shall have the right to appoint one
representative to the Search board of directors upon purchasing an aggregate
amount of notes equal to $1,000,000.00 of net present value in all of the
Chapter Subsidiaries (i.e., upon paying $800,000.00 for notes having a net
present value of $1,000,000.00).

8.7 FUNDING CLOSING. HFG shall fund its payments under the Plan
Funding Commitment on the Effective Date.

9.0 NEGATIVE COVENANTS

9.1 LIMITATIONS ON CHANGES IN SEARCH'S CAPITAL STRUCTURE. Without
the prior express written consent of HFG, which HFG may withhold in its sole
discretion, no Search Party may amend its articles of incorporation or issue
authorized common stock (except to comply with the Plan, issue approximately
180,000 shares to Search's ESOP, settle the shareholders suit on the terms
disclosed in the Disclosure Statement, or exercise or terminate outstanding
stock options disclosed in the Disclosure Statement) or issue additional
warrants or rights to acquire shares of any class, so long as any Obligation
remains unpaid.

9.2 LIMITATIONS ON CHANGES IN GECC LOAN AGREEMENT. Without the
prior express written consent of HFG, which HFG shall not unreasonably
withhold, no Search Party may modify the GECC Loan Agreement.

9.3 LIMITATIONS ON TRANSFERS AMONG ENTITIES. Without the prior
express written consent of HFG, which HFG may withhold in its sole discretion,
no Search Party may make or permit any transfer of property between or among
any Search Party or Non-Chapter Subsidiary that is not for fair value and
contemporaneously evidenced by duly executed and delivered documents of
transfer and debt or consideration.

9.4 LIMITATIONS ON CHANGE OF PRINCIPAL PLACE OF BUSINESS OF SEARCH
AND SFC. Without the prior express written consent of HFG, which HFG may
withhold in its sole discretion, no Search Party may change its principal place
of business to a location outside Texas so long as any Obligation remains
unpaid.

FUNDING AGREEMENT 16
<PAGE> 23
9.5 LIMITATIONS ON SALE OR TRANSFER OF SEARCH AND SFC RECEIVABLES.
Without the prior express written consent of HFG, which HFG may withhold in its
sole discretion, no Search Party may sell or transfer any Collateral that
secures any Obligation, whether or not such sale or transfer is in the ordinary
course of the business of the Search Party.

9.6 LIMITATIONS ON JUNIOR SECURITY INTERESTS IN SEARCH AND SFC
RECEIVABLES. Without the prior express written consent of HFG, which HFG may
withhold in its sole discretion, no Search Party may grant any junior or
conflicting security interest in any Collateral that secures any Obligation.

9.7 LIMITATIONS ON FILING VOLUNTARY PETITIONS UNDER BANKRUPTCY
CODE. Without the prior express written consent of HFG, which HFG may withhold
in its sole discretion, and the unanimous vote of the board of directors of the
Search Party, no Search Party shall file a voluntary petition under any chapter
of the Bankruptcy Code. All Search Parties acknowledge that the board of
directors and officers of all Search Parties owe a fiduciary duty to the
creditors of each Search Party under the current circumstances of the Search
Parties, and that the limitations of this Paragraph 9.7 are reasonably intended
to assure compliance with that fiduciary duty.

10.0 AFFIRMATIVE COVENANTS

10.1 NOTICE OF DEFAULTS. The Search Parties shall give prompt
notice to HFG of any default or claim of default by any party under the GECC
Loan Agreement in addition to those certified to HFG in writing before
execution of this agreement, and shall extend to HFG the opportunity to cure
any such default and be subrogated to GECC's position to the extent of such
cure. The Search Parties shall also give prompt written notice to HFG of any
default under any other agreement upon which any of the Search Parties or any
Non-Chapter Subsidiary is obligated.

10.2 PERIODIC REPORTS. All Search Parties shall frequently, at
intervals selected by HFG, deliver to HFG reports of operations, cash flows,
debt repayments, GECC Loan status, and other matters as HFG may request; and
shall without request give to HFG immediate notice and copies of any
correspondence with or reports to GECC about the GECC Loan.

10.3 SUBSEQUENT PLEDGE OF GECC PLEDGED COLLATERAL. All Search
Parties shall immediately deliver to HFG in pledge under the Search and SFC
Security Agreements all GECC Pledged Collateral as to which at any time, and
from time to time, GECC's security interest under the GECC Loan Agreement
terminates.

10.4 BOARD REPRESENTATION. Search shall give timely notice to HFG
of all meetings of Search's board of directors, and shall permit HFG to have
one representative in attendance at all such meetings as an observer and guest.
If HFG exercises its option under Note III to convert debt to Search stock,
Search shall cause its articles of incorporation to be amended, if necessary,
to assure that HFG shall have the right as holder of such stock thereafter to
elect one representative to the Search board of directors in lieu of HFG's
observer representative.

10.5 COLLATERAL COVERAGE. The Search Parties shall at all times
remain in compliance with the Collateral Coverage Ratio.

FUNDING AGREEMENT 17
<PAGE> 24

11.0 DEFAULT

11.1 EVENTS OF DEFAULT. An "Event of Default" shall occur under
this agreement if:

A. any of the representations and warranties under Paragraphs
4.1, or under any of the Loan Documents, is untrue in any
material respect;

B. any of the Search Parties fails timely to pay an amount
payable to HFG under this agreement or under any of the Loan
Documents; or

C. any of the Search Parties breaches any other obligation under
this agreement or under any of the Loan Documents, and fails
to cure the breach within 10 days of HFG's giving a notice of
such default to all Search Parties.

D. Any of the following events occurs in the Bankruptcy
Proceedings of the Chapter Subsidiaries: (1) confirmation of a
Plan of reorganization for any of the Chapter Subsidiaries
other than a Plan proposed by Search and the Chapter
Subsidiary; (2) conversion of any of the Bankruptcy
Proceedings to a case under chapter 7 of the Bankruptcy Code;
(3) appointment of a trustee in any of the Bankruptcy
Proceedings; or (4) the granting of relief from the automatic
stay with respect to the claim of any pre-petition creditor.

E. Any guarantor revokes, terminates or fails to perform any of
the terms of any guaranty, endorsement or other agreement of
such party in favor of HFG or any affiliate of HFG;

F. Any judgment or judgments aggregating in excess of $100,000 in
excess of applicable insurance coverage, or any injunction or
attachment is obtained against a Search Party which remains
unstayed for a period of thirty (30) days or is enforced;

G. A Search Party is dissolved, or a Search Party which is a
corporation fails to maintain its corporate existence in good
standing, or the usual business of a Search Party ceases or is
suspended;

H. Without the express written consent of HFG, there will not be
any change in the chief executive officer, chief operating
officer, or chief financial officer of Search;

I. A Search Party becomes insolvent, makes an assignment for the
benefit of creditors, makes or sends notice of a bulk transfer
or calls a general meeting of its creditors or principal
creditors;

J. Any petition or application for any relief under the
bankruptcy laws of the United States now or hereafter in
effect or under any insolvency, reorganization, receivership,
readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction now or hereafter in effect
(whether at law or in equity) is filed by or

FUNDING AGREEMENT 18
<PAGE> 25
against a Search Party. Provided, however, that in the event
of the filing of an involuntary petition, the Search Party
shall have a period of sixty days from the date of filing of
such petition to obtain a dismissal of the petition before
there shall be a default;

K. The indictment or threatened indictment of a Search Party
under any criminal statute, or the commencement or threatened
commencement of criminal or civil proceedings against a Search
Party, pursuant to which statute or proceedings the penalties
or remedies sought or available include forfeiture of any of
the property having an aggregate value in excess of $100,000
of a Search Party;

L. Any event of default under any financing, security or other
agreement, document or instrument at any time executed and/or
delivered to, with or in favor of HFG or any of its affiliates
by any affiliate of a Search Party;

M. Failure of the Search Parties to maintain the Collateral
Coverage Ratio;

N. A Search Party is in default of any of the provisions of the
GECC Loan Agreement other than the defaults disclosed in
writing to HFG prior to closing;

O. Search and the Chapter Subsidiaries fail to obtain approval of
the Disclosure Statement containing the provisions required by
Paragraph 8.3 within 60 days of the execution of this
Agreement.

P. Search and the Chapter Subsidiaries fail to obtain
confirmation of the Plan containing the provisions required by
Paragraph 8.3 within 150 days of the execution of this
Agreement.

Q. Search fails to comply with the provisions of Paragraph 8.3
regarding the filing of a Plan and Disclosure Statement
containing the provisions required by Paragraph 8.3 within 14
days of a written request by HFG.

11.2 HFG RIGHTS UPON OCCURRENCE OF AN EVENT OF DEFAULT. If an
event of default occurs, HFG shall have the option to terminate its further
obligations under this agreement by notice to the Search Parties, and shall be
entitled to all of its remedies for such breach and all of the remedies
provided for in the Loan Documents.

12.0 GUARANTIES

12.1 SEARCH'S GUARANTY. Search unconditionally and irrevocably
guarantees the due and punctual payment and performance of the Obligations,
including without limitation all of SFC's Obligations under the Notes and SFC's
Security Agreement, all of ACAC's Obligations under the ACAC Security
Agreement, all of Newsearch's Obligations under the Pledge Agreement, all of
ACHI's Obligations under the ACHI Pledge Agreement as well as all Obligations
of SFC, ACAC, ACHI and Newsearch under this agreement and the other Loan
Documents. Upon any failure of SFC to pay or perform any of the Obligations
under Notes I, II and III and the SFC Security Agreement, or any other failure
by SFC in payment or performance of an Obligation, Search shall

FUNDING AGREEMENT 19
<PAGE> 26
forthwith on demand pay or perform the Obligations not so paid or performed at
the place and in the manner specified in this agreement and the other Loan
Documents. Search acknowledges that its guarantee is a guarantee of payment
and performance, and not merely of collection.

12.2 SFC'S GUARANTY. SFC unconditionally and irrevocably
guarantees the due and punctual payment and performance of the Obligations,
including without limitation all of Search's Obligations under the Notes,
Search Pledge Agreement and Search Security Agreement, all of ACAC's
Obligations under the ACAC Security Agreement, all of Newsearch's Obligations
under the Pledge Agreement, all of ACHI's Obligations under the ACHI Pledge
Agreement as well as all Obligations of Search, ACAC, ACHI and Newsearch under
this agreement and the other Loan Documents. Upon any failure of Search to pay
or perform any of the Obligations under the Notes, the Search Pledge Agreement
and the Search Security Agreement, or any other failure in payment or
performance of an Obligation, SFC shall forthwith on demand pay or perform the
Obligations not so paid or performed at the place and in the manner specified
in this agreement and the other Loan Documents. SFC acknowledges that its
guarantee is a guarantee of payment and performance, and not merely of
collection.

12.3 ACAC'S, ACHI'S, AND NEWSEARCH'S GUARANTY. ACAC, ACHI, and
Newsearch jointly and severally, unconditionally and irrevocably guarantee the
due and punctual payment and performance of the Obligations, including without
limitation all of Search's and SFC's Obligations under the Notes, the Pledge
Agreements, and the Security Agreements, as well as all other Obligations of
the Search Parties under this agreement and the Loan Documents. Upon any
failure of Search or SFC to pay or perform any of the Obligations under the
Notes, the Pledge Agreements, and the Security Agreements, and any other
failure in payment or performance of an Obligation, ACAC, ACHI, and Newsearch
shall forthwith on demand pay or perform the Obligations not so paid or
performed at the place and in the manner specified in this agreement and the
other Loan Documents. Each of ACAC, ACHI, and Newsearch acknowledge that its
guarantee is a guarantee of payment and performance, and not merely of
collection.

12.4 GENERAL PROVISIONS OF ALL GUARANTIES All guaranty Obligations
under Paragraphs 12.1, 12.2 and 12.3 are continuing, unconditional, and
absolute, and without limiting the generality of the foregoing, shall not be
released, discharged, impaired, or otherwise affected by:

A. any extension, renewal, settlement, compromise, waiver, or
release in respect of any Obligation of the Search Parties or
any other Non-Chapter Subsidiary under this agreement or any
Loan Documents, whether by operation of law or otherwise;

B. any modification or amendment of or supplement to any of the
Loan Documents;

C. the taking of any Collateral, or any release, exchange,
non-perfection or invalidity of any security interest in any
Collateral, or any action taken or not taken by the Search
Parties with respect to any Collateral, or any damage to or
destruction of any Collateral;

D. any change in the corporate existence, structure or ownership
of any Search Party or any Non-Chapter Subsidiary, or any
insolvency, bankruptcy, reorganization or other similar
proceeding affecting any Search Party or any Non-Chapter
Subsidiary,

FUNDING AGREEMENT 20
<PAGE> 27
or any of their respective assets, or any resulting release or
discharge of any Obligation of any Search Party or any
Non-Chapter Subsidiary;

E. the existence of any claim, setoff or other right which any
Search Party or any Non-Chapter Subsidiary may have at any
time against HFG, whether in connection with this agreement,
with any Loan Document, or with the transactions contemplated
by this agreement, or any unrelated transaction, except that
nothing in this subsection shall prevent the assertion of such
claim by separate suit or compulsory counterclaim;

F. any invalidity, irregularity, or unenforceability of any
provision of this agreement or any Loan Document;

G. the incapacity, lack of authority, death or disability of any
person;

H. the revocation or repudiation by a Search Party or any
Non-Chapter Subsidiary of any Obligation under this agreement
or the Loan Documents; or

I. any other act or failure to act, or delay of any kind, by any
Search Party, any Non-Chapter Subsidiary, or HFG, or any other
circumstance whatsoever which might, but for the provisions of
this Paragraph 12.4 constitute legal or equitable discharge of
the Obligations of any Search Party hereunder.

12.5 TERM OF GUARANTIES. All guaranty Obligations under Paragraphs
12.1, 12.2 and 12.3 shall remain in full force and effect until all Obligations
have been paid and performed in full. If at any time any payment or
performance of an Obligation is rescinded, or must otherwise be restored or
returned upon the insolvency, bankruptcy or reorganization of any Search Party
or any Non-Chapter Subsidiary, all guaranty Obligations under Paragraphs 12.1,
12.2 and 12.3 with respect to such payment or performance shall be reinstated
as though such payment or performance had been due but not paid or performed at
such time.

12.6 GUARANTORS' WAIVERS. Each Search Party irrevocably and
unconditionally waives acceptance of its guaranty under this section, and
irrevocably and unconditionally waives presentment, demand, protest, and all
notices, including without limitation notice of acceleration, notice of intent
to accelerate, and notice of borrowings by any Search Party, as well as any
requirement that at any time any action be taken by any person or entity
against any Search Party, any Non-Chapter Subsidiary, or any Collateral.

13.0 EXPENSE REIMBURSEMENT AND INDEMNITY

13.1 REIMBURSEMENT OF EXPENSES. The Search Parties shall from time
to time pay on demand to HFG all reasonable costs and expenses (including
attorney's fees) incurred by HFG in preparing, negotiating, executing and
delivering this agreement and the Loan Documents, in filing, registering
recording and perfecting any security interest granted to secure any amount
advanced under this agreement, in auditing, inspecting, or appraising any of
the Collateral, and in appearing and participating in the Bankruptcy Proceeding
in connection with the Plan Funding Commitment.

FUNDING AGREEMENT 21
<PAGE> 28
13.2 INDEMNITY. THE SEARCH PARTIES SHALL JOINTLY AND SEVERALLY
INDEMNIFY HFG AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS
AND AGENTS, AND HOLD THEM HARMLESS, FROM AND AGAINST LIABILITY, LOSS AND COST
OF DEFENSE UPON ALL CLAIMS THAT DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO
(I) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION OR
ENFORCEMENT OF THIS AGREEMENT, ANY LOAN DOCUMENT, AND ANY OTHER DOCUMENT OR
INSTRUMENT EXECUTED BY ANY SEARCH PARTY UNDER OR IN CONNECTION WITH THIS
AGREEMENT, (II) ANY TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, AND (III)
ANY BREACH BY ANY SEARCH PARTY OF ANY REPRESENTATION, WARRANTY OR COVENANT IN
THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ANY SEARCH PARTY UNDER THIS
AGREEMENT; EXCLUDING ANY CLAIM ATTRIBUTABLE TO GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE INDEMNIFIED PERSON. IT IS THE INTENTION OF ALL PARTIES THAT
THE INDEMNITY OF THE PRECEDING SENTENCE SHALL EXTEND TO THE INDEMNIFIED PARTY
EVEN IF THE INDEMNIFIED CLAIM IS ATTRIBUTABLE TO THE SOLE OR CONTRIBUTORY
NEGLIGENCE OF THE INDEMNIFIED PARTY.

14.0 USURY

14.1 NON-USURIOUS INTENT. All parties intend to comply fully with
the applicable Texas usury laws, and no party considers that this agreement
calls for the receiving, charging, collecting or contracting for payment of
interest in excess of the maximum amount permitted by applicable law.

14.2 CONSTRUCTION TO AVOID USURY. All parties recognize that
ambiguities in legal rules and uncertainties in characterization of complex
facts, particularly where, as in this case, funding is being provided in a
context of high risk and financial distress, create risk of unintentional
violations of usury prohibitions. All parties intend that in determining
whether any provision of this agreement or any performance under it results in
receiving, charging, collecting or contracting for interest in excess of the
maximum amount permitted by applicable law, (i) all consideration given, paid
or payable in connection with this agreement that is not designated as
principal or interest shall to the fullest extent permitted by applicable law
be characterized as non-interest expense, (ii) voluntary prepayments and their
effects shall to the fullest extent permitted by applicable law be excluded,
and (iii) all interest shall to be fullest extent permitted by applicable law
be spread throughout the maximum contemplated term. IF ANY PROVISION OF THIS
AGREEMENT OR ANY PERFORMANCE UNDER IT NEVERTHELESS IS DEEMED IN THE ABSENCE OF
THIS SENTENCE TO RESULT IN RECEIVING, CHARGING, COLLECTING OR CONTRACTING FOR
PAYMENT OF INTEREST IN EXCESS OF THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE
LAW, THEN THIS SENTENCE SHALL PREVAIL OVER ALL OTHER INCONSISTENT PROVISIONS OF
THIS AGREEMENT AND OF NOTES I, II AND III, THE SECURITY AGREEMENTS, THE PLEDGE
AGREEMENTS, AND OR OTHER LOAN DOCUMENT DELIVERED UNDER THIS AGREEMENT; AND (I)
ALL REMAINING AMOUNTS PAYABLE BY ANY SEARCH PARTY SHALL FIRST BE REDUCED BY THE
AMOUNT OF SUCH EXCESS, APPLIED FIRST TO UNPAID PRINCIPAL AND THEN TO UNPAID

FUNDING AGREEMENT 22
<PAGE> 29
INTEREST, AND (II) ANY REMAINING EXCESS SHALL PROMPTLY BE REIMBURSED BY HFG TO
THE SEARCH PARTIES.

15.0 GENERAL PROVISIONS

15.1 AMENDMENTS AND WAIVERS. To amend this agreement or waive any
provision of this agreement , all parties must sign a written amendment or
waiver that identifies by section or paragraph number the provision that it
purports to amend or waive. No delay in exercising any right, or noncomplying
course of dealing, shall be construed to amend or waive any provisions of this
agreement.

15.2 ASSIGNMENT. No Search Party may assign any of its rights
under this agreement without HFG's prior express written consent. No
assignment, if permitted, shall relieve any Search Party of any obligation
under this agreement unless such relief is expressly provided for in HFG's
consent to the assignment. The term "Search Parties" shall include any
permitted assignee of any Search Party. HFG may at any time and from time to
time wholly or partly assign or grant participations in any debt Obligations of
any Search Party to HFG incurred under this agreement; and HFG may disclose to
any potential assignee or participant any information obtained by HFG in
connection with this agreement about any Search Party, any Search affiliate,
and any aspect of the business of any Search Party and any Search affiliate.

15.3 NOTICES. All notices must be in writing. Notices may be
given by U.S. Certified Mail, postage prepaid, addressed to the intended
recipient at its address in Par. 1.2, or to such other notice address as that
party designates by notice to the other party, and any notice so given shall be
deemed given one business day after its deposit with the U.S. Postal Service. A
business day is any day other than a Saturday, Sunday, or legal holiday in
Texas. A notice given by other means shall be effective only when actually
received by the addressee.

15.4 HFG RELIANCE ON DISCLOSURE STATEMENT. Notwithstanding the
limitations in the Disclosure Statement, HFG may rely upon the Disclosure
Statement, without independent investigation and irrespective of its subsequent
approval or disapproval by the bankruptcy court in the Consolidated Proceeding,
as being in all material respects a true and adequate disclosure as of the date
of this agreement of the matters it expresses; and HFG shall have a claim
against all Search Parties for breach of this agreement, without election of
remedies and independently of HFG's rights, if any, under the Bankruptcy Code
and in the Consolidated Proceeding, if HFG suffers any liability, loss, cost or
expense attributable in any way to the representations and warranties of any
Search Party hereunder being untrue, or to the Disclosure Statement's being in
any material way untrue, misleading or inadequate. Approval of the Disclosure
Statement or the Plan by the bankruptcy court in the Consolidated Proceeding,
whether or not HFG appears and takes any action in the Consolidated Proceeding,
shall not be deemed or construed for purposes of this agreement to be res
judicata as to the truth, sufficiency or adequacy of the Disclosure Statement,
or to estop HFG from raising such issues in connection with a claim under this
agreement.

15.5 DUTY OF HFG'S PROFESSIONALS. All attorneys, accountants,
appraisers and other professional persons retained by HFG in connection with
this agreement shall have the right to act

FUNDING AGREEMENT 23
<PAGE> 30
exclusively in the interest of HFG, and shall have no duty of disclosure, duty
of loyalty, duty of care, or any other duty or obligation of any kind to
Search, SFC or any of their subsidiaries or affiliates.

15.6 NO FIDUCIARY RELATIONSHIP. The relationship between the
Search Parties, on the one hand, and HFG on the other, is solely that of debtor
and creditor, and HFG is not intended or to be construed to have any fiduciary
or other special relationship with any Search Party or any of their
subsidiaries or affiliates.

15.7 CONSTRUCTION.

A. GOVERNING LAW. Texas law governs the effect and construction
of this agreement. With respect to arbitration matters, the
Federal Arbitration Act shall govern. Delaware corporate law
governs corporate matters with respect to all parties
incorporated in Delaware.

B. BINDING AGREEMENT. This agreement binds and benefits all
parties and their respective successors and permitted assigns.

C. MERGER. This is the entire agreement among the parties
concerning the subject matter. It merges and supersedes all
former agreements, promises or representations, whether oral
or written, express or implied, between any one or more of the
Search Parties, on the one hand, and HFG or any of its
affiliates, on the other, concerning the subject matter. No
oral agreements modify or contradict any provision of this
agreement.

D. SURVIVAL. All representations and warranties by any Search
Party in this agreement, and by any Search Party in any
document, statement or certificate furnished or to be
furnished in connection with this agreement, shall survive the
execution and delivery of this agreement and closing. No
investigation by HFG shall affect the rights of HFG to rely on
such representations and warranties. Without prejudice to the
survival of any other obligation of any Search Party
hereunder, the Search Parties' Obligations under Section 13.0
shall survive termination of this agreement with or without
full performance of all other provisions of this agreement.

E. WAIVER. No waiver of a claim or default under this agreement
shall be construed to be a waiver of any other claim or
default.

F. RESOLUTION OF AMBIGUITIES. All parties have been represented
by legal counsel of their own choice in negotiation, drafting
and review of this agreement. No rule of construction
resolving any ambiguity against a drafting party shall apply.

G. LIMITATION AND WAIVER OF REMEDIES. If any Search Party
breaches this agreement, HFG shall cumulatively have all
remedies available at law or in equity, and if HFG breaches
this agreement, the Search Parties shall cumulatively have all
remedies available at law or in equity; except that NO PARTY
SHALL BE LIABLE FOR SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, AND ALL SEARCH PARTIES EXPRESSLY WAIVE AND AGREE
NEVER TO SEEK ANY PUNITIVE

FUNDING AGREEMENT 24
<PAGE> 31
DAMAGES FROM HFG, OR ANY OF ITS OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES, ATTORNEYS OR AGENTS ATTRIBUTABLE TO
ANY CLAIM ARISING OUT OF THIS AGREEMENT, ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY OF THE
LOAN DOCUMENTS.

H. CAPTIONS. Captions, titles and headings are only for
convenient reference and are not to be construed in
interpretation.

I. SEVERABILITY. If any provision of this agreement is held to
be invalid or unenforceable, that invalidity or enforceability
shall not impair or invalidate the remainder of the agreement,
which shall continue to be effective and enforceable as if the
invalid or unenforceable provision had not been included.

J. EXHIBITS. Exhibits A, B, C, D, E, F, G, H, I, J, and K are
attached to this agreement and incorporated as part of this
agreement.

15.8 BINDING AGREEMENT TO ARBITRATE DISPUTES. All disputes under
or relating to this agreement must exclusively be resolved by binding
arbitration under the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA") in effect at the time the arbitration proceeding
commences; except that (i) Paragraph 15.7 shall govern applicable law and
construction, there shall be a panel of three arbitrators, the locale of the
arbitration shall be Dallas, Texas, and the arbitrators shall provide written
findings of fact and conclusions of law; and (ii) any party may seek from a
court of competent jurisdiction any provisional remedy that may be necessary to
protect its rights or property pending the establishment of the arbitration
panel or its determination of the merits of the controversy. The arbitration
award shall be final and binding on all parties, and judgment upon such
arbitration award may be entered in any court having jurisdiction. A
prevailing party in arbitration or litigation about this agreement shall be
entitled to recover its reasonable attorneys' fees and costs.

15.9 LIMITATION OF ACTIONS. Any action upon a claim arising out of
this agreement must be commenced by filing of an arbitration claim with the AAA
within two years after the cause of action accrues.

HALL FINANCIAL GROUP, INC.

By:/s/ LARRY E. LEVEY
--------------------------
Larry E. Levey
Senior Vice President

FUNDING AGREEMENT 25
<PAGE> 32

SEARCH CAPITAL GROUP, INC.

By:/s/ ROBERT D. IDZI
--------------------------------
Robert D. Idzi,
Senior Vice President

SEARCH FUNDING CORP.

By:/s/ ROBERT D. IDZI
--------------------------------
Robert D. Idzi,
Senior Vice President

AUTOMOBILE CREDIT ACCEPTANCE CORP.

By:/s/ ROBERT D. IDZI
--------------------------------
Robert D. Idzi,
Senior Vice President

NEWSEARCH, INC.

By:/s/ ROBERT D. IDZI
--------------------------------
Robert D. Idzi,
Senior Vice President

AUTOMOBILE CREDIT HOLDINGS, INC.

By:/s/ ROBERT D. IDZI
--------------------------------
Robert D. Idzi,
Senior Vice President

FUNDING AGREEMENT 26
<PAGE> 33
State of Texas
County of Dallas

This instrument was acknowledged before me on this 30th day of
November, 1995, by Larry E. Levey, Senior Vice President of Hall Financial
Group, Inc., a Delaware corporation, on behalf of said corporation.