This STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of November 3, 2000

(this "Agreement"), is made and entered into by and among READING ENTERTAINMENT,

INC., a Nevada corporation  ("Reading"), FA, INC., a Nevada corporation and a

wholly owned subsidiary of Reading ("FA"), CITADEL HOLDING CORPORATION, a Nevada

corporation ("Citadel"), and CRAIG CORPORATION, a Nevada corporation ("Craig"

and, collectively with Reading, FA and Citadel, the "Stockholders"), on the one

hand, and NATIONAL AUTO CREDIT, INC., a Delaware corporation ("NAC" or the

"Company"), on the other hand.



     WHEREAS, certain disputes and differences have arisen between the Company

and Sam J. Frankino, a former executive officer and current director and

stockholder of the Company ("Frankino"), and certain of his affiliates

(collectively, the "Frankino Parties"), which disputes have resulted in

litigation styled National Auto Credit, Inc. v. Sam J. Frankino, C.A. No. 17973

and Sam J. Frankino v. David L. Huber, et al., C.A. No. 17984, both pending in

the Court of Chancery of the State of Delaware (collectively referred to herein

as the "Actions"); and



     WHEREAS, the Frankino Parties and the Company wish to enter into a

settlement agreement in the form attached as Attachment A to this Agreement (the

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

"Settlement Agreement") pursuant to which, among other things, (i) all disputes

between the Company and the Frankino Parties, including the Actions, will be

settled without the admission of fault by any of them and (ii) the Company will

repurchase all of the shares of common stock, par value $.05 per share, of the

Company ("Company Common Stock") beneficially owned by the Frankino Parties; and



     WHEREAS, the Stockholders own an aggregate of 10,055,000 shares of Company

Common Stock (the "Common Shares") and 100 shares of Series A Convertible

Preferred Stock, par value $.05 per share, of the Company (the "Preferred

Shares" and, together with the Common Shares, the "Shares") and, absent the

repurchase by the Company of certain of the Shares, as contemplated hereby, the

consummation of the transactions contemplated by the Settlement Agreement would

have the effect of vesting ownership of shares representing a majority of the

voting power of the Company in the Stockholders; and



     WHEREAS, the Stockholders support the execution of the Settlement Agreement

by the Company and the consummation by the Company of the transactions

contemplated thereby and desire to assist the Company in its efforts to resolve

the disputes between it and the Frankino Parties, including the Actions; and



     WHEREAS, in furtherance of the foregoing, the Company desires to acquire

from FA and FA is willing to sell to the Company Five Million Two Hundred

Seventy-Seven Thousand Eight Hundred Seventy-Nine (5,277,879) of the Common

Shares and all 100 of the Preferred Shares (collectively, the "Subject Shares"),

upon the terms and subject to the conditions hereinafter set forth, such that at

the time of the purchase of the Subject Shares, and after



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giving effect to the transactions contemplated by the Settlement Agreement, the

Stockholders shall own an aggregate of 33% of the issued and outstanding shares

of Company Common Stock, on a fully diluted basis (based on the number of shares

of Company Common Stock issued and outstanding on the date hereof, assuming the

prior exercise, conversion or exchange, as the case may be, of any options,

warrants, rights to acquire and securities convertible into or exchangeable for

such Company Common Stock issued and outstanding on the date hereof, and after

taking into account the repurchase by the Company of the Common Shares owned by

the Frankino Parties, which repurchase is occurring simultaneously with the

execution and delivery of this Agreement); and



     WHEREAS, the Stockholders are willing to agree to certain restrictions

regarding the shares of the Company Common Stock they will continue to own

following the consummation of the transactions contemplated hereby.



     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

hereby agree as follows:



     1.   Repurchase of Subject Shares.

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



          (a) Upon the terms and subject to the conditions of this Agreement, at

the closing of the transactions contemplated hereby (the "Closing"), which

Closing is taking place contemporaneously with the execution and delivery of the

Agreement by the parties hereto, FA shall sell, transfer and convey to the

Company, and the Company shall acquire from FA, the Subject Shares at a purchase

price equal to the sum of (a) Seven Million Nine Hundred Sixteen Thousand Nine

Hundred Sixty-Eight Dollars and Fifty Cents ($7,916,968.50) ($1.50 per Subject

Share) and (b) an interest factor accruing from April 5, 2000 to the date of the

Closing  at the simple annual rate of 12% (collectively, the "Purchase Price").



          (b) At the Closing (A) the Company shall deliver to FA (i) the

Purchase Price, in immediately available United States Dollars, by wire transfer

to a bank account designated by FA, and (ii) an irrevocable instruction to its

transfer agent to issue a certificate representing 1,484,368 Common Shares,

representing the Common Shares in excess of the Subject Shares represented by

the Certificate (defined hereinbelow), duly executed by the Company in

contemplation of delivery of the same to FA at Closing hereunder (the "Excess

Shares"); and (B) FA shall deliver to the Company (i) a certificate (the

"Certificate") representing 6,762,247 Common Shares, duly endorsed or

accompanied by stock powers duly executed in blank and otherwise in form

reasonably satisfactory to the Company for transfer on the books of the Company

and (ii) such other instruments and documents as may be reasonably requested by

the Company to evidence its purchase of the Subject Shares.    At the Closing,

subject to the delivery of the Purchase Price in accordance with this Paragraph,

FA shall simultaneously sell, convey, assign, transfer and deliver to the

Company, and the Company shall purchase, acquire and accept from FA, good and

valid title to the Subject Shares, free and clear of all liens, claims, charges

or other encumbrances (collectively, "Liens").



     2.   Representations and Warranties of the Company.

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



          The Company hereby represents and warrants to the Stockholders as

follows:



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          (a) The Company is a corporation duly organized, validly existing and

in good standing under the laws of the State of Delaware and has all requisite

corporate power and corporate authority to enter into this Agreement, and to

consummate the transactions contemplated hereby.



          (b) The execution, delivery and performance by the Company of this

Agreement, and the consummation by the Company of the transactions contemplated

hereby, have been authorized by all necessary corporate action.  This Agreement

has been duly executed and delivered by the Company and, assuming that this

Agreement constitutes a valid and binding obligation of each of the

Stockholders, constitutes a valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms.



          (c) The execution and delivery by the Company of this Agreement do

not, and the consummation by the Company of the transactions contemplated hereby

and compliance by the Company with the terms hereof will not, conflict with, or

result in any violation of or default under (i) any provision of the Company's

Restated Certificate of Incorporation, as amended, the Company's Amended and

Restated By-Laws or any other similar organizational documents of the Company,

(ii) any judgment, order, injunction or decree (an "Order"), or statute, law,

ordinance, rule or regulation ("Applicable Law"), applicable to the Company or

the property or assets of the Company or (iii) any note, bond, mortgage,

indenture, license, agreement, lease or other instrument or obligation

("Contracts") to which the Company is party or by which the Company or any of

the Company's assets may be bound.  No consent, approval, order or authorization

of, notice to, or registration, declaration or filing with ("Governmental

Approval") any court, administrative agency or commission or other governmental

entity, authority or instrumentality, domestic or foreign  ("Governmental

Authority"), is required to be obtained or made by or with respect to the

Company in connection with the execution and delivery of this Agreement or the

consummation by the Company of the transactions contemplated hereby.



          (d) Set forth on Attachment B are true, correct and complete schedules

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

setting forth the following:



                 (i) The total number of shares of Company Common Stock

              currently issued and outstanding;



                 (ii) The total number of shares of Company Common Stock being

              simultaneously repurchased from the Frankino Parties;



                 (iii) The total number of shares of Company Common Stock

              subject to issuance upon the exercise of currently outstanding

              stock options, calculated without reference to whether or not such

              options are currently vested or exercisable;



                 (iv) The total number of shares of Company Common Stock subject

              to issuance upon the exercise of conversion or exchange rights

              under securities convertible into or exchangeable for Company

              Common Stock or the exercise of any other rights to acquire

              Company Common



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{PAGE}



              Stock, calculated without reference to whether or not such

              conversion, exchange or other rights are currently vested or

              exercisable;



                 (v) All outstanding equity securities of the Company, other

              than Company Common Stock; and



                 (vi) All outstanding commitments to issue, grant or otherwise

              transfer to any person any equity securities of the Company or

              any of its subsidiaries, or any other securities convertible into

              or exchangeable for or any other right to acquire equity

              securities of the Company or any of its subsidiaries, calculated

              without reference to whether such conversion, exchange or other

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