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 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"), 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;

     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 the Dealer 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, on behalf of itself
but not its Customers, the Dealer 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:                             

                         Title:                            

                         Xxxxx Xxxxxx, Inc.