EXHIBIT B
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, XXXXXX XXXXXXXX, in connection with
the execution of the Option Agreement, dated December 4, 1997 (the "Option
Agreement"), by and among Consumer Finance Holdings, Inc., Xxxxxx Xxxxxxxx,
Xxxxxxx Family Partners, Ltd. and Xxxxx Xxxxxxx, hereby make, constitute and
appoint Consumer Finance Holdings, Inc., or its designee, with full power of
substitution, as my true and lawful attorney in fact and proxy for me and in my
name, place and stead, to vote all Option Shares (as defined in the Option
Agreement) owned by me, and such additional shares of capital stock of Monaco
Finance, Inc., a Colorado corporation, to which I hold a proxy granted by a
third party, as contemplated by Section 4(a) of the Option Agreement. I hereby
further grant and give to such attorney in fact full power and authority to do
and perform every act necessary, requisite or proper to be done to effectuate
such voting of the Option Shares and other shares of capital stock as I might do
were I personally present, with full power of substitution and revocation.
This proxy is irrevocable during the Voting Period (as defined in the
Option Agreement) and is coupled with an interest. This proxy shall
automatically expire at 12:00 Midnight, Denver, Colorado time, on the last day
of the Voting Period.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of December,
1997.
/S/ Xxxxxx Xxxxxxxx
----------------------------------------
EXHIBIT B
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, XXXXXXX FAMILY PARTNERS, LTD., in
connection with the execution of the Option Agreement, dated December 4, 1997
(the "Option Agreement"), by and among Consumer Finance Holdings, Inc., Xxxxxx
Xxxxxxxx, Xxxxxxx Family Partners, Ltd. and Xxxxx Xxxxxxx, hereby make,
constitute and appoint Consumer Finance Holdings, Inc., or its designee, with
full power of substitution, as my true and lawful attorney in fact and proxy for
me and in my name, place and xxxxx, to vote all Option Shares (as defined in the
Option Agreement) owned by me, and such additional shares of capital stock of
Monaco Finance, Inc., a Colorado corporation, to which I hold a proxy granted by
a third party, as contemplated by Section 4(a) of the Option Agreement. I
hereby further grant and give to such attorney in fact full power and authority
to do and perform every act necessary, requisite or proper to be done to
effectuate such voting of the Option Shares and other shares of capital stock as
I might do were I personally present, with full power of substitution and
revocation.
This proxy is irrevocable during the Voting Period (as defined in the
Option Agreement) and is coupled with an interest. This proxy shall
automatically expire at 12:00 Midnight, Denver, Colorado time, on the last day
of the Voting Period.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of December,
1997.
SANDLER FAMILY PARTNERS, LTD.
By: /S/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, General Partner
