STOCK PURCHASE AGREEMENT
                            ------------------------

     This STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 1,
2005, is made and entered into by and between NATIONAL AUTO CREDIT, INC. ("NAC"
or the "COMPANY"), a Delaware corporation, on one hand, and Academy Capital
Management, Inc. ("ACADEMY CAPITAL"), a Texas corporation, Diamond A. Partners,
L.P. ("DIAMOND Partners"), a limited partnership formed under the laws of the
State of California, Diamond A. Investors, L.P. ("DIAMOND INVESTORS"), a limited
partnership formed under the laws of the State of California, Ridglea Investor
Services, Inc. ("RIDGLEA"), a Texas corporation, and William S. Banowsky
("BANOWSKY," and collectively with Academy Capital, Diamond Partners, Diamond
Investors and Ridglea, the "STOCKHOLDERS" and each a "STOCKHOLDER"), on the
other hand.

     WHEREAS, the Stockholders own an aggregate of one million five hundred
sixty-two thousand five hundred (1,562,500) shares of common stock, par value
$.05 per share, of the Company (the "COMPANY COMMON STOCK") (such shares, as
they may be adjusted on account of any Adjustment Event (as defined below), are
hereinafter referred to, collectively, as the "SHARES");

     WHEREAS, disputes have arisen between the Stockholders and the Company
(such disputes, the "STOCKHOLDER DISPUTES"); and

     WHEREAS, the Stockholders and the Company wish to resolve and settle the
Stockholder Disputes.

     NOW THEREFORE, in consideration of the above premises and the promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Stockholders and the Company,
intending to be bound hereby, agree as follows:

     1. TRANSFER AND PURCHASE OF SHARES.

     (a) Purchase of Shares. Upon the terms and subject to the conditions of
this Agreement, the Stockholders shall sell, convey, assign, transfer and
deliver to the Company, and the Company shall purchase, acquire and accept from
the Stockholders, good and valid title to all of the Shares (and all rights and
interests related thereto, including, without limitation, any and all warrants,
payments and other benefits to which the Stockholders, as holders of the Shares,
may be entitled in connection with the settlement of the Disputes or any related
actions or proceedings or otherwise), free and clear of any and all Liens. As
used herein, "LIEN" means any lien, pledge, security interest, hypothecation,
claim, charge, competing interest or claim, title retention agreement,
restriction on disposition or voting or other encumbrance of any nature
whatsoever. In consideration of the aforesaid sale, conveyance, assignment,
transfer and delivery of the Shares, the Company shall pay and convey, or cause
to be paid and conveyed, to the Stockholders a price per Share (subject to
adjustment as provided below) of Sixty-seven and



Thirty-two hundredths cents ($0.6732) (the "PER SHARE PURCHASE PRICE") or
(subject to the terms and conditions set forth herein) the aggregate sum of One
Million, Fifty-one Thousand, Eight Hundred and Seventy-five Dollars
($1,051,875.00) (the "AGGREGATE PURCHASE AMOUNT"). If, as the consequence of any
stock dividend, stock split, reverse stock split, combination, recapitalization
or similar event (each of the foregoing, an "ADJUSTMENT EVENT"), the number of
shares of Common Stock that are outstanding immediately after such Adjustment
Event is increased above, or decreased below, the number of shares of Common
Stock that were outstanding immediately before such Adjustment Event, then (A)
the number of shares of Common Stock constituting the Shares, and the number of
Shares that each Stockholder shall sell to the Company and that the Company
shall purchase from each respective Stockholder, as contemplated hereunder,
shall be adjusted by a fraction, the numerator of which is the number of shares
of Common Stock that are outstanding immediately after such Adjustment Event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately before such Adjustment Event and (B) the Per Share
Purchase Price (but not the Aggregate Amount) shall be adjusted by a fraction,
the numerator of which is the number of shares of Common Stock that are
outstanding immediately after such Adjustment Event and the denominator of which
is the number of shares of Common Stock that were outstanding immediately before
such Adjustment Event. For purposes of clarification only, (a) the sale by the
Company of shares of Common Stock shall not be deemed to be an Adjustment Event
and (b) regardless of any Adjustment Event or other event that changes the
number of outstanding shares of Common Stock, the Aggregate Purchase Price will
not change as a consequence of any Adjustment Event or other event that changes
the number of outstanding shares of Common Stock and (subject to his or its

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