DATED AS OF October 1, 2003





      This Amended and Restated Senior Lending  Agreement  ("Agreement") is made

as of this 1st day of  October,  2003  (the  "Effective  Date")  by and  between

Pioneer Financial Services,  Inc., a Missouri corporation  (hereinafter referred

to as "Pioneer"),  UMB Bank, N.A., a national banking  association  (hereinafter

referred to as "UMB"), Arvest Bank, an Oklahoma banking corporation (hereinafter

referred  to as  "Arvest"),  Union  Bank of  California,  a  California  banking

corporation  (hereinafter  referred to as  "Union"),  Comerica  Bank, a Michigan

banking  corporation  (hereinafter  referred to as  "Comerica"),  First Bank,  a

Missouri banking corporation  (hereinafter referred to as "FBM"), First National

Bank of Kansas,  a national  banking  association  (hereinafter  referred  to as

"FNBK"),  Bank of Oklahoma,  N.A., a national banking  association  (hereinafter

referred to as "BOK"),  LaSalle  National Bank, a national  banking  association

(hereinafter  referred  to as  "LaSalle"),  Bank  One,  NA, a  national  banking

association  (hereinafter  referred to as "Bank One") and Southwest  Bank of St.

Louis, a Missouri banking association  (hereinafter referred to as "Southwest"),

all of UMB, Arvest,  Union,  FBM,  Comerica,  FNBK, BOK,  LaSalle,  Bank One and

Southwest being hereinafter referred to collectively as the "Banks".



      WHEREAS,  Pioneer and certain of the Banks  entered into a Senior  Lending

Agreement  originally  dated as of June 9, 1993,  as amended and  restated as of

March 1, 1996, and as further  amended as of January 26, 1998 and March 31, 2000

(hereinafter referred to as the "Senior Lending Agreement"); and



      WHEREAS, Pioneer and each of the Banks desire to further amend and restate

such Senior Lending  Agreement by the execution and delivery of this  Agreement;

and









      WHEREAS,   Pioneer  is  willing  to  confirm  that  all  notes,  documents

evidencing or confirming the grant of liens and security interests and all other

related  documents  executed  pursuant  to the Senior  Lending  Agreement  as so

amended through March 31, 2000,  except as otherwise  expressly  amended by this

Agreement, shall remain in full force and effect; and



      WHEREAS,  Pioneer  and the  Banks  desire  that all  existing  and  future

extensions  of credit by any of the Banks to Pioneer be subject to the terms and

conditions of this Agreement.



      NOW,  THEREFORE,  in consideration of the mutual agreements of the parties

hereto and for other good and valuable consideration, receipt of which is hereby

acknowledged, the parties hereto agree as follows:



                                 I. DEFINITIONS



      When used in this  Agreement,  the following  words,  terms or names shall

have the  meanings  set forth in this  section:



     1. "Agent Bank" shall mean UMB Bank, N.A.,  Kansas City,  Missouri,  unless

changed pursuant to the terms hereof.



     2. "Amortizing  Note" shall mean any note in the form of Exhibit B attached

hereto.



     3. "Arvest" shall mean Arvest Bank, Oklahoma City, Oklahoma.



     4.  "Assignment  of Note  Payments  and  Security  Agreement"  shall be the

document in the form attached hereto as Exhibit J.



     5. "Bank One" shall mean Bank One, NA,  Oklahoma City,  Oklahoma  (formerly

Bank One Oklahoma, N.A.).



     6.  "Banks"  shall mean UMB,  Arvest,  FBM,  BOK,  Comerica,  Union,  FNBK,

LaSalle, Bank One and Southwest, and "Bank" may refer to any of the foregoing.



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     7. "BOK" shall mean Bank of Oklahoma, N.A., Oklahoma City, Oklahoma.



     8.  "Business  Day"  means  any day on  which  the  Agent  Bank is open for

business.



     9. "Change of Control"  shall mean any date after which neither  William D.

Sullivan nor Thomas H. Holcom, Jr. serve (for any reason other than his death or

disability) as Chief Executive Officer,  President,  Chairman of the Board, or a

similar  position  that  constitutes  the highest  ranking  officer  position of

Pioneer or any successor thereto.



     10. "Comerica" shall mean Comerica Bank, Auburn Hills, Michigan.



     11.  "Compliance  Certificate"  shall  mean each  certificate  executed  by

Pioneer in the form of Exhibit G attached hereto.



     12.  "Consolidated"  shall,  with respect to financial  terms and financial

statements, have the meaning as used in generally accepted accounting principles

in the  United  States  of  America  in effect  from time to time,  consistently

applied.



     13. "Credit Facility Letter" shall mean each letter submitted to Pioneer by

any of the  Banks in the form of  Exhibit  F  attached  hereto.



     14. "Event of Default" shall mean any of the  following:



          (a)  Pioneer  fails to make any  payment of Senior Debt when due after

     written demand therefor following the expiration of the notification period

     set forth in Section X2(a).



          (b) Pioneer fails or refuses,  in the event of the  declaration by any

     Bank of  nonperformance  of Pioneer due to the  occurrence of a Performance

     Event,  to deliver to the Agent  Bank as  required  by the terms of Section

     V(3) hereof within three (3) Business Days of receipt of a notice declaring

     nonperformance,  all stock certificates evidencing all shares





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     of the issued and  outstanding  capital  stock of each of its  Subsidiaries

     listed on Exhibit D attached  hereto  with stock  powers  attached  thereto

     endorsed in blank;



          (c) Any material representation or warranty made by Pioneer in Section

     II of this  Agreement  being untrue in any  material  respect now or at any

     time  hereafter;  or any  material  schedule,  statement,  report,  notice,

     information  or writing  furnished  by Pioneer to the Banks being untrue or

     misleading  in any  material  respect  as of the date the  facts  set forth

     therein are stated or certified;



          (d) A  material  breach by  Pioneer  of any  covenant,  obligation  or

     requirement contained in Section VIII of this Agreement,  except Paragraphs

     4, 5, 6 and 7 of Section VIII or any covenant,  obligation  or  requirement

     contained  in Section IX of this  Agreement  and  failure of Pioneer  after

     receipt from the Banks of written  notice  pursuant to Section X2(a) hereof

     specifying  the  same,  to  perform  any  such   covenant,   obligation  or

     requirement;



          (e) Any  failure  to make  payment  when  due,  or  other  default  or

     justifiable  demand  by  a  creditor  other  than  any  of  the  Banks  for

     accelerated  payment by Pioneer under the terms of any debenture,  contract

     or  agreement  for  borrowed  money in any amount  greater than One Million

     Dollars  ($1,000,000)  in the aggregate,  if such payment is not made, such

     default is not cured or such demand is not  rescinded  within the latest of

     ten (10)  Business  Days of  receipt  of notice  thereof  by Pioneer or the

     expiration  of  any  applicable  cure  or  other  grace  period  under  the

     applicable debenture, contract or agreement;



          (f) Pioneer  shall admit in writing its  inability to pay its debts as

     they mature; or Pioneer shall make a general  assignment for the benefit of

     its  creditors,  or Pioneer  consents to,  applies for or acquiesces in the

     appointment of a trustee or receiver for it or for



                                       4







     substantially  all of its  property;  or Pioneer  shall suffer  proceedings

     under any law relating to bankruptcy,  insolvency or  reorganization or the

     release of debtors to be instituted by or against it, and if contested, not

     dismissed or stayed  within  ninety (90)  calendar  days;  or Pioneer shall

     suffer any writ of  attachment  or execution  or any similar  process to be

     issued or levied against any material  portion of its property which is not

     released,  stayed, bonded or vacated within thirty (30) calendar days after

     its issue or levy;



          (g) One or more final  judgments or judicial orders for the payment of

     money in excess of an aggregate of Five Hundred Thousand Dollars ($500,000)

     shall be  rendered  against  Pioneer  and said  judgments  or orders  shall

     continue  unsatisfied  and  be  in  effect  for a  period  of  thirty  (30)

     consecutive calendar days unless adequate insurance coverage exists for any

     such  judgments  or  orders,  an  appeal  bond in the  amount  of any  such

     judgments or orders has been  issued,  or Pioneer has  adequately  reserved

     cash or other  liquid  assets  for the  payment of any such  judgments  and

     orders; and



          (h) The  occurrence of any Change of Control of Pioneer  subsequent to

     the execution of this Agreement  unless such Change of Control is waived as

     an Event of  Default by the  Required  Banks  which have loans  outstanding

     hereunder to Pioneer at the time such Change of Control occurs.



     15. "FBM" shall mean First Bank, Clayton, Missouri.



     16.  "FNBK" shall mean the First  National Bank of Kansas,  Overland  Park,

Kansas.



     17. "LaSalle" shall mean LaSalle National Bank, Chicago, Illinois.

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