MASTER PURCHASING AGREEMENT



         This Master Purchasing Agreement (this "Agreement") effective as of

this _____ day of _______________, 2001, by and between Transition Leasing

Management, Inc., a Texas corporation ("Acquisition Agent") and Transition Auto

Finance IV, Inc., a Texas corporation ("Buyer").



                              BACKGROUND STATEMENT



         Buyer has no paid employees, and intends to rely upon Acquisition Agent

to acquire assets in the name of, and for the benefit of, Buyer. This Agreement,

under which from time to time Acquisition Agent will acquire on behalf of,

Buyer, and Buyer will agree to buy (i) motor vehicles that will be made subject

to motor vehicle lease contracts and liens on such vehicles securing the

obligations, and (ii) existing lease contract, shall govern the purchase and

transfer of the vehicles and obligations for the benefit of Buyer and the

servicing and other incidents thereof, and each shall be subject to the

warranties, representations and agreements herein.



                             STATEMENT OF AGREEMENT



         In consideration of the mutual covenants contained herein and for other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Buyer and Acquisition Agent agree as follows:



    1.   DEFINITIONS. Unless the context requires otherwise, the following terms

shall for all purposes of this Agreement have the meanings hereinafter

specified:



                  a. "CERTIFICATE OF TITLE" shall mean a certificate of title

under the Certificate of Title Act, as amended (Transportation Code, Chapter

501, Vernon's Texas Codes Annotated) or a certificate of title under a statute

of another jurisdiction under the law of which indication of a security interest



on the certificate is required as a condition of perfection.



                  b. "CLOSING DATE" shall mean a business day mutually agreed

upon by Acquisition Agent and Buyer upon which the Contracts will be acquired by

Buyer.



                  c. "CONTRACT" shall mean a valid and enforceable motor vehicle

lease contract that is secured by a lien on a Leased Vehicle and that meets the

purchasing criteria set forth on EXHIBIT A attached hereto.



                  d. "CONTRACT DOCUMENTS" shall mean all documents and proof of

delivery evidencing and relating to the Contracts as Buyer may reasonably

request.



                  e. "DEALER" shall mean the motor vehicle dealer who sold a

Leased Vehicle to the Acquisition Agent or to the Buyer.



                  f. "LEASED VEHICLE" shall mean a new or late model automobile

that is not more than four model years old at the time of lease (including

passenger cars, minivans,







<PAGE>   2





sport/utility vehicles and light trucks), together with all accessories thereto,

securing an Obligor's obligations under the respective Contract.



                  g. "MASTER COLLECTIONS ACCOUNT" shall be a lockbox account in

the name of and owned by Acquisition Agent, which shall serve to collect all

Contract payments from Obligors and all other receipts relating to Contracts, as

further described and governed in the Servicing Agreement.



                  h. "MONTHLY REPORT CERTIFICATE" shall mean a certificate, in

such form as may be agreed from time to time by Acquisition Agent and Buyer,

signed by an officer of the Acquisition Agent, which shall confirm the adherence

of Acquisition Agent to all terms and conditions of this Agreement since the

date of the most recent previously issued Monthly Report Certificate, and the

conformance of the Contracts acquired by the Buyer in the immediately preceding

calendar month to the purchasing criteria set forth in EXHIBIT A, and shall

include such information regarding such Contracts as may be agreed from time to

time by Buyer and Acquisition Agent, which information may include all or some

of the following: a listing of Contracts setting forth, for each such Contract,

the Contract number, the aggregate unpaid lease payments as of the date acquired

by the Buyer and as of the date of origination, the name of the Obligor, the

maturity date, the name of the Dealer, the vehicle identification number for the

Leased Vehicle, the date on which the Contract was originated, the Purchase

Price, the Dealer's sale price, original cost and sale preparation expenses for

the Leased Vehicle, the amounts of deferred down payments and installments, the

maturity date, the aggregate unpaid lease payments as of the date of acquisition

by the Buyer and a calculation of the various ratios required by the purchasing

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