EXHIBIT 10.37

                                  EXHIBIT 10.37

                             AGREEMENT IN RESPECT OF
                          TERMINATION OF LOAN PURCHASE
                             AND SERVICING AGREEMENT

        This Agreement in Respect of Termination of Loan Purchase and Servicing
Agreement ("Agreement") is entered into effective as of this 30th of April,
2003, by and between Bank One, N.A., national banking association with its main
office in Columbus, Ohio ("Bank One") and First Consumer Credit, Inc. ("FCC"), a
Texas corporation as assignee of First Consumer Credit, L.L.C. (collectively the
"Parties").

                                   -RECITALS-

        WHEREAS, the parties entered into a Loan Purchase and Servicing
Agreement dated effective as July 31, 2001, as amended from time to time (the
"Loan Purchase Agreement");

        WHEREAS, prior to entering into the Loan Purchase Agreement, the parties
entered into a Home Improvement Contract Purchase Agreement dated as of October
29, 1997, a Loan Purchase and Servicing Agreement dated as of May 11, 2000, a
Loan Purchase and Servicing Agreement dated as of July 22, 1999, a Loan Purchase
and Servicing Agreement dated as of December 19, 1996 and various other
contracts and agreements (the term "Loan Purchase Agreement" defined hereinabove
shall be deemed to include each of the foregoing agreements, as amended from
time to time);

        WHEREAS, Xxxxx X. Xxxxxxxx ("Borschow") and Bank One entered into a
Service Maintenance Agreement dated as of May 11, 2000, as amended on August 1,
2001 (the term "Loan Purchase Agreement" as defined hereinabove shall be deemed
to include said Service Maintenance Agreement);

        WHEREAS, in contemplation of the Loan Purchase Agreement, Bank One and
FCC entered into a Standby Servicing Agreement with Compu-Link Loan Service,
Inc. dated as of September 14, 2000, as amended August 2, 2001 (the term "Loan
Purchase Agreement" as defined hereinabove shall be deemed to include the
Standby Servicing Agreement);

        WHEREAS, the Parties desire to terminate the Loan Purchase Agreement and
for FCC to purchase the loans listed on Exhibit A (the "Loan Portfolio") and to
provide to each other a mutual release;

        IT IS HEREBY AGREED as follows:

        (1)     The Loan Purchase Agreement is hereby terminated.

        (2)     Bank One agrees to sell and FCC agrees to purchase the Loan
                Portfolio with such purchase and sale to be effective upon the
                receipt by Bank One of the Total Purchase Price in certified
                funds on or before May 31, 2003 (the "Closing Date"). The
                Closing Date may be extended by mutual written consent o the
                Parties. The principal portion of the Purchase Price shall be
                the sum of:

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                (a)     current and not impaired loans: 1.0575 times the then
                        current (the term "then current" for purposes of this
                        Agreement shall mean through the date proceeding the
                        Closing Date) outstanding principal balance; plus

                (b)     current but impaired loans: 0.75 times the then current
                        outstanding principal balance; plus

                (c)     greater than thirty (30) days: 0.00 times the then
                        current outstanding principal balance; plus

                (d)     charge-offs: 0.00 times the then current outstanding
                        principal balance.

                For example, if the purchase was effective as of March 24, 2003
                on which date the principal balances on the loans are as set
                forth in Exhibit "B", the principal portion of the Purchase
                Price would be $27,993,134.14. This amount is arrived at by
                multiplying 1.0575 X (line 1 - line 2 - line 5 - line 7) +
                multiplying 0.75 X (line 5 + line 7). Charged off accounts are
                not shown on Exhibit "B". To arrive at the Total Purchase Price,
                in addition to the foregoing principal payment, all outstanding
                accrued interest on the current loans and on the current and
                impaired loans, shall be paid on a dollar for dollar basis
                through the date of payment.

        (3)     All payments of principal and interest received through Closing
                Date shall be for the account of Bank One.

        (4)     In addition to the foregoing, FCC agrees to reimburse Bank One
                at the rate of $1.10 per dollar for those loans purchased since
                December 31, 2002 which Bank One put back as declines as
                reflected on Exhibit "C".

        (5)     Bank One agrees to release the funds in the Bank One Reserve
                Account No. 000001575106529 in the approximate amount of
                $33,000.00.

        (6)     FCC agrees to waive the service fees for the month of April in
                the approximate amount of $34,000.00, and if such fees have been
                paid by Bank One, FCC will reimburse Bank One for said sums.

        (7)     The Parties agree to prorate the servicing fees for the month of
                May based upon the number of elapsed days in the month of May
                divided by 30. FCC will continue, should Bank One so request, to
                service loan files not purchased hereunder, pursuant to a new
                servicing agreement on the same terms and conditions currently
                in effect between the parties.

        (8)     Bank One and FCC do, hereby waive and renounce completely any
                and all claims and/or causes of actions each has, possesses
                and/or presently could assert against the other and/or any and
                all of the other's predecessors, affiliates, parents, employees,
                officers, directors, shareholders, attorneys, agents, and
                insurers (collectively the "Released Parties"), by reason of any
                transactions, matters, statements, causes or acts done, known or
                unknown, arising directly or indirectly, out of the Loan
                Purchase Agreement. Bank One and Xxxxx X. Xxxxxxxx do hereby
                waive and renounce completely any and all claims and/or causes
                of actions each has, possesses and/or presently could assert
                against the other and/or any and

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                all of the other's predecessors, affiliates, parents, employees,
                officers, directors, shareholders, attorneys, agents, and
                insurers (collectively the "Released Parties"), by reason of any
                transactions, matters, statements, causes or acts done, known or
                unknown, arising directly or indirectly, out of the Loan
                Purchase Agreement. The parties expressly agree that this
                Agreement and the release herein provided is intended to be as
                broad and inclusive as possible under the laws of the State of
                Ohio and that should any portion thereof be held invalid, the
                balance shall continue in full legal force and effect.

        (9)     Entire Agreement. The Parties acknowledge that this writing is
                their entire agreement and that no promises or covenants not set
                forth or referred to herein have been relied upon by them in
                entering into this Agreement. This Agreement cannot be modified
                unless such modification shall be made in writing and signed by
                the Parties to be bound thereto. This Agreement shall be
                construed without regard to any presumption or any other rule
                requiring construction against the Party who caused it to have
                been drafted. Faxed executed copies and counterparts to this
                Agreement shall be considered as originals. Any Party breaching
                this Agreement shall be liable for court costs and attorneys
                fees. Each individual signing this Agreement represents and
                warrants it does so with the full authority of the entity it is
                signing on behalf of.

        (10)    Bank One agrees, promptly upon execution of this Agreement by
                the Parties, to deliver all loan files to Bank One's custodian
                (U.S. Bank Corporate Trust Services, 000 Xxxx Xxxxx Xxxxxx, Xx.
                Xxxx, Xxxxxxxxx 00000 Phone: 000-000-0000 Fax: 000-000-0000) for
                loan file document inspection and review, which shall be
                completed not later than six (6) business days following receipt
                of such files. FCC shall pay all fees of U.S. Bank.

        (11)    Notwithstanding anything to the contrary contained herein,
                closing of the transactions contemplated in this Agreement shall
                not take place until FCC is satisfied, in its reasonable
                discretion, as to the document sufficiency of the loan files,
                provided, however, that in no event shall Bank One be obligated
                to deliver to FCC more documentation than was originally
                delivered to Bank One by FCC.

        (12)    FCC shall not be obligated to purchase any loan files which it
                deems, in its reasonable discretion, to be insufficient as to
                documentation. Exhibit "D" sets forth the minimum required
                documents which must be present in each loan file. In the event
                that more than five percent (5.0%) of the Loan Portfolio is
                deemed to be ineligible for purchase by FCC due to documentation
                sufficiency, then, FCC may, by written notice to Bank One within
                three (3) business days of the completion of the U.S. Bank
                document inspection and review:

                (a)     terminate this Agreement and purchase none of the Loan
                        Portfolio and reinstate the Loan Purchase Agreement; or,

                (b)     purchase that portion of the Loan Portfolio which is
                        sufficiently documented, in which case this Agreement
                        remains in full force and effect and the Loan Purchase
                        Agreement shall remain terminated.

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        (13)    Notwithstanding the foregoing, however, for any loan file
                rejected by FCC due to insufficient documentation, Bank One
                shall have the option, but not the requirement, to remedy the
                documentation insufficiencies within 10 days of FCC's written
                notice described immediately above. Bank One may then present
                such remedied loan files to FCC, and FCC shall purchase any such
                remedied loan files under the same terms and conditions of
                purchase set forth in this Agreement.

                                        BANK ONE, N.A.

                                        By:     /s/ Xxxxx X. Xxxxxxxxx
                                           -------------------------------------
                                           Xxxxx X. Xxxxxxxxx

                                        FIRST CONSUMER CREDIT, INC.

                                        By:     /s/ Xxxxx X. Xxxxxxxx
                                           -------------------------------------
                                           Xxxxx X. Xxxxxxxx

                                                /s/ Xxxxx X. Xxxxxxxx
                                           -------------------------------------
                                           Xxxxx X. Xxxxxxxx, Personally

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