WITNESSETH

                            LIMITED WAIVER AGREEMENT


     This Limited Waiver Agreement (this "Agreement") dated as of February    ,
1997 is entered into between Mercury Finance Corporation, a Delaware corporation
("Mercury") and Credit Suisse First Boston Corporation ("CS/FB"), holder of
$__________ in Mercury Commercial Paper acquired on February 5, 1997 from Xxxxx
Xxxxxx Inc., successor to Xxxxxx, Peabody & Co., Incorporated (the "Dealer")
under that certain Commercial Paper Dealer Agreement dated as of March 25, 1991
(the "Dealer Agreement")



                                   WITNESSETH

     WHEREAS,  Dealer is party to the Dealer Agreement under which Mercury has
issued commercial paper to customers of the Dealer (the "Customers"), one of
whom is CS/FB, which commercial paper is in default;

     WHEREAS, Mercury is in default under various provisions of other lending
agreements with various institutions; 

     WHEREAS, Mercury is experiencing a severe liquidity crisis and requires
immediate emergency financing to continue its operations;

     WHEREAS, at the request of Mercury, BankAmerica Business Credit
Corporation, with any of its subsidiaries or its affiliates (collectively
"BofA") is considering providing Mercury and certain of its subsidiaries
(collectively, the "Borrowers") with a secured term loan in an amount not to
exceed $50 million and having a maturity of not greater than 60 days in
accordance with the terms and conditions of the term sheet attached hereto as
Exhibit A (the "Term Sheet") between the Borrowers and BofA (the "Bridge Loan");

     WHEREAS, certain provisions of the Dealer Agreement unless waived prohibit
the Borrowers from granting liens on their assets to secure indebtedness for
borrowed money and/or require that Lender be granted an equal or ratable lien on
such assets in the event such a lien is granted to another lender;

     WHEREAS, in connection with the Bridge Loan, Mercury has requested the
Dealer, on behalf of itself but not its Customers, to waive such provisions of
the Dealer Agreement to permit Mercury to obtain the emergency financing it
needs;

     WHEREAS, the Dealer, on behalf of itself but not its Customers, is willing
to waive certain limited provisions of the Dealer Agreement to permit the Bridge
Loan to be provided to Mercury;

     WHEREAS, CS/FB, as one of the Dealer's Customers, is willing to waive in
like manner and to like extent;

     NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mercury and CS/FB agree as
follows:

     1.  Waiver.   Solely in connection with the Bridge Loan to be extended in
accordance with the terms and conditions of the Term Sheet, CS/FB waives
compliance with any of the provisions of the Dealer Agreement that (a) prohibit
or restrict the granting of security interests, liens or mortgages by any of the
Borrowers to BofA (the "BofA Liens") to secure the Bridge Loan or (b) result in
or require the creation of a security interest, lien or mortgage in favor of the
Dealer or its customers on any assets of the Borrowers as a result of the
granting of the BofA Liens to secure the Bridge Loan; provided, that the waivers
set forth in this Section 1 shall be effective on the conditions that the (i)
aggregate principal amount of loans advanced to the Borrowers on a nonrevolving
basis under the Bridge Loan does not exceed $50 million, (ii) the term of the
Bridge Loan does not exceed 60 days and (iii) the BofA Liens secure only the
Bridge Loan and do not secure any other indebtedness for borrowed money
outstanding as of the date hereof or hereafter.

     2.  Entire Agreement.  This Agreement constitutes the full and entire
understanding of the parties hereto with respect to the subject matter hereof.

     3.  Governing Law.  This Agreement shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the laws of the
State of New York. 

     4.  Successors and Assigns.  This Agreement shall insure to the benefit of,
and be binding upon the successors and assigns of, each of the parties hereto.

     5.  Counterparts.  This Agreement may be executed in any number of
counterparts all of which together shall constitute on  instrument.

                                    * * * * 


     IN WITNESS WHEREOF, this Waiver Agreement has been duly executed as of the
day and year first above written.

                         By:                               

                         Name:                             

                         Title:                            
                                Mercury Finance Company




                         By:                               

                         Name:  Xxxxx Xxxxxx

                         Title:  Managing Director

                         Credit Suisse First Boston Corp.