ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 3 ^rd day of December, 2008, by and among: Interstate Auto Group, Inc. , a Minnesota corporation ("IAG-MN"), Interstate Auto Group, Inc. (MO) , a Missouri corporation ("IAG-MO"), Interstate Auto Group, Inc. (OK) , an Oklahoma corporation ("IAG-OK"), Interstate Auto Group, Inc. (AR) , an Arkansas corporation ("IAG-AR") and Texas IAG, Inc. , a Texas corporation ("IAG-TX") (IAG-MN, IAG-MO, IAG-OK, IAG-AR and IAG-TX are hereinafter sometimes collectively referred to as the "Purchasers"); Guaranteed Auto Finance, Inc., an Arkansas corporation ("Seller"); and First Cash Financial Services, Inc., a Delaware corporation (the "Shareholder").

R E C I T A L S

A G R E E M E N T

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1: PURCHASE OF ASSETS

     1.1      Agreement to Purchase and Sell Assets. Each of the Purchasers hereby purchases from Seller and Seller hereby sells, assigns, transfers, conveys and delivers to each of the Purchasers on the terms and subject to the conditions set forth in this Agreement, the assets specifically described as follows (the "Assets") (IAG-MN, IAG-MO, IAG-OK, IAG-AR and IAG-TX shall each separately purchase those Assets set forth below specifically assigned to them below or as set forth on any applicable Schedule attached hereto):

     a.     Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's automobile inventory including inventory in transit or on order and not yet delivered and all rights with respect to the processing and completion of any work in process of Seller as allocated and set forth on the attached Schedule 1.1(a) (the "Inventory");

     b.     Except as excluded below, Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's owned equipment and machinery used in connection with the Business as allocated and described in Schedule 1.1(b) , along with any spare parts and accessories with respect thereto and together with any assignable manufacturer, vendor or installer warranties thereon (the "Equipment"). Seller makes no representations concerning the assignability of any warranty;

     c.     Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's business records relating to the Assets and the Business, including, but not limited to, customer lists, lists of suppliers, correspondence, maintenance and service records, files, research data, advertising data, operating manuals and contracts in each case with respect to and located at each of the Missouri Locations, the Oklahoma Locations, the Arkansas Locations and the Texas Locations, to each of IAG-MO, IAG-OK, IAG- AR and IAG-TX, respectively. Seller shall be entitled to reasonable access to such documents following the Closing for reasonable business purposes associated with winding up the Business;

     d.     Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase Seller's licenses, certificates, registrations, concessions, permits, consents and approvals used in the operation of the Business, to the extent assignable, as specifically set forth on the attached Schedule 1.1(d) (the "Licenses"). Seller makes no representation regarding the transferability of these items;

     e.      Intentionally Omitted .

     f.     Except as excluded below, Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's furniture, fixtures, furnishings, personal property, shelving, office supplies, computer hardware, trade fixtures, trade signage, leasehold improvements and other tangible personal property owned or leased by Seller together with any assignable manufacturer, vendor or installer warranties thereon, in each case with respect to and located at each of the Missouri Locations, the Oklahoma Locations, the Arkansas Locations and the Texas Locations, respectively"). Seller makes no representations concerning the assignability of any warranty relating these items;

     g.     Except for any security deposits associated therewith, Seller hereby sells and assigns and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase and assume as of the Closing Date all of Seller's rights in and to the real property leases as set forth on the attached Schedule 1.1(g) (the "Location Leases");

     h.     Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's rights in and to all of the telephone and facsimile numbers and telephone directory advertisements used by Seller in the operation of the Business at the Locations as described on Schedule 1.1(h) hereto (the "Telephone Numbers and Directory Advertisements");

     i.     Seller hereby sells and IAG-MN hereby purchase all of Seller's rights of Seller in and to all tradenames, trademarks and slogans used or useful in the operation of the Business, all variants thereof and all goodwill associated therewith, including, without limitation, the right to use the name "Auto Master" and all web sites and domain names owned or licensed by Seller and used in the conduct of the Business (the "Intellectual Property").

     1.2      Excluded Assets. Seller shall retain all safes, routers, "thin clients," alarm equipment and video surveillance equipment, wherever located and all security deposits for the Location Leases to be assumed by Purchasers pursuant to Section 1.1(g). In addition, Seller shall retain all computer and phone equipment at the non-sales facility used by Seller's legal and warranty department at the Springdale Arkansas location. In addition, notwithstanding anything contained in this Agreement to the contrary, Purchasers will not purchase, and Seller will not sell, any of the assets of the Seller not specifically included in the definition of Assets hereunder.

ARTICLE 2: PURCHASE PRICE AND PRORATION OF EXPENSES AND REVENUES

     2.1      Purchase Price. The Purchase Price for the Assets shall be Four Million Seven Hundred Twenty Thousand Eight Hundred Eighty-Six and No/100ths Dollars ($4,720,886.00) (the "Purchase Price") allocated among the Purchasers and Locations as set forth on the attached Schedule 2.1 .

     2.2      Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets as set forth in Schedule 2.2 hereto. The Purchasers and Seller shall each file, in accordance with Section 1060 of the Internal Revenue Code, as amended (the "Code"), an Asset Allocation Statement on Form 8594 (which conforms with such allocation) with its federal income tax return for the tax year in which the Closing Date occurs and shall contemporaneously provide the other party with a copy of the Form 8594 being filed. Each party agrees not to assert, in connection with any tax return, audit or other similar proceeding, any allocation of the Purchase Price that differs from the allocation to which the parties have agreed to herein.

     2.3      Payment of Purchase Price. The Purchase Price shall be paid by each of the Purchasers by wire transfer simultaneous with the execution and delivery of this Agreement by the parties in the amounts set forth on the attached Schedule 2.1 . Notwithstanding any other provision of this Agreement or any document contemplated thereby, title to the assets made subject to this Agreement, shall not transfer until such time as the Purchase Price is received by Seller.

ARTICLE 3: ASSUMPTION OF LIABILITIES

     3.1      Limitation on Assumption of Liabilities. Seller shall transfer the Assets to Purchasers on the Closing Date free and clear of all liens, security interests and encumbrances, and Purchasers shall not, by virtue of its purchase of the Assets, assume or become responsible for any liabilities of Seller whatsoever, including, without limitation, any product or customer warranties with respect to vehicles sold by Seller prior to the effective date hereof, any consumer credit claim with respect thereto, or any other claims, obligations or liabilities of Seller or the Business.

     3.2      Assumption of Certain Liabilities. Notwithstanding the provisions of Section 3.1 hereof to the contrary, each of IAG-MO, IAG-OK, IAG-AR and IAG-TX covenant and agree to execute and deliver to Seller separate Assignment and Assumption Agreements in substantially the form of Exhibit A hereto (the "Assumption Agreements") pursuant to which they will each respectively assume and agree to perform and discharge all liabilities of Seller arising under the applicable Location Leases as set forth and as allocated on Schedule 1.1(g) that accrue and become performable on and after the Closing Date. Purchasers shall pay to Seller upon receipt from any landlord of a Leased Location any sum representing refunded security deposits advanced thereof by Seller to the applicable landlords for the Leased Locations as disclosed on Schedule 1.1(g). All 2008 property taxes shall be pro-rated between Seller and Purchasers. Purchasers hereby also assume all liabilities arising post-Closing on any other contracts transferred by Seller and specifically assumed by Purchasers hereunder as listed on Schedule 3.2 hereof. Purchasers shall indemnify and hold harmless Seller for all loss, cost and expense arising out of contracts or liabilities assumed by Purchasers, including without limitation, all post-Closing obligations under the Location Leases.

ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF SELLER
AND SHAREHOLDER

     Subject to the limitations below, Seller and the Shareholder hereby warrant and represent to Purchasers that each and all of the following are true and correct in all material respects as of the date of this Agreement and will be true and correct in all material respects at and as of the Closing:

     4.1      Due Incorporation; Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Arkansas, and has all requisite corporate power and authority, to own, operate and lease its properties and assets, including the Assets, and to conduct the Business as it is now being conducted. Seller is duly qualified to transact business as a foreign corporation and is in good standing under the laws of every state or jurisdiction in which the nature of its activities or of its properties owned, leased or operated makes such qualification necessary and in which the failure to be so qualified could reasonably be expected to have a material adverse effect on Seller, the Assets or the Business.

     4.2      Due Authorization. The execution, delivery and performance of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Seller pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Seller and the Shareholder. Seller and the Shareholder have full power and authority, to sell, assign, transfer, convey and deliver to Purchasers the Assets to be sold hereunder and to otherwise perform their respective obligations under this Agreement and the documents, instruments and agreements to be executed and/or delivered by the Seller and/or the Shareholder pursuant hereto.

     4.3      No Breach . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate any provision of the governing documents or instruments of Seller or Shareholder; (ii) to the best of Seller's or Shareholder's knowledge, violate any applicable laws or injunction; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give another party any rights of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, lease or other contract to which Seller and/or the Shareholder is a party, or by which it/they or any of its/their properties or assets may be bound; or (iv) result in the creation or imposition of any encumbrance on any of the Assets. Seller is not in breach of, nor has it received any claim or threat that it has breached, any of the terms and conditions of any material agreement to which it is bound.

     4.4      Clear Title. Seller has, or will have on the Closing Date, good, valid and marketable title to, or a valid leasehold interest in, all of the Assets free and clear of any and all liens, claims or encumbrances of any kind, nature or description whatsoever.

     4.5      Condition of Assets. PURCHASERS ARE PURCHASING THE ASSETS "AS IS." SELLER MAKES NO REPRESENTATIONS CONCERNING THEIR CONDITION, AND SELLER DISCLAIMS ALL SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     4.6      Litigation. Neither Seller nor Shareholder have been served with papers for proceeding that has been commenced by or against Seller or Shareholder or that otherwise relates to or may affect the Business, the Seller, the Shareholder, or any of the Assets, or that challenges, or that would or may have the effect of delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereby. Neither Seller and nor Shareholder is aware of any such proceeding being filed or threatened.

     4.7      Taxes. With respect to the Seller, (a) all tax returns and all similar filings required to be filed on or before the Closing Date by the Seller with respect to any state, federal or local taxes have been timely filed in all jurisdictions in which such tax returns are required to be filed; (b) all taxes payable with respect to such tax returns, and all taxes accruable with respect to events occurring through the Closing Date, whether disputed or not, and whether or not shown on any tax return, will have been paid in full prior to the Closing Date, or an adequate accrual provided with respect thereto. All 2008 property taxes shall be pro-rated between Seller and Purchasers.

     4.8      Employee Benefits. To the best of Seller's and Shareholder's knowledge, Seller does not and will not have any unfunded liability for services rendered prior to the date hereof under any employee benefit plans and To the best of Seller's and Shareholder's knowledge, none of the Purchasers will incur any liability under any such plans as a result of the consummation of the transactions contemplated hereby.

     4.9      Employment Matters. To the best of Seller's and Shareholder's knowledge, Seller has complied in all respects with all laws relating to employment, including without limitation all laws concerning equal employment opportunity, nondiscrimination, leaves and absences, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. However, Seller and Shareholder disclose that the Department of Labor is investigating compliance issues arising out of two stores in Ft. Smith, Arkansas.

     4.10      Financial Statements. All of the financial data furnished to the Purchasers by the Seller relating to the Seller and/or the Business has been consistently prepared, and is true and correct in all material respects. Seller does not have any material liabilities in connection with the conduct of the Business or the ownership of the Assets (whether absolute, accrued, contingent or otherwise), except such liabilities which are accrued or reserved against in the financial information furnished to the Purchasers.

     4.11      Compliance with Laws. To the best of Seller's and Shareholder's knowledge, the Business has been operated and Seller is in substantial compliance with all requirements of insurance carriers, any Licenses and all applicable laws, including laws relating to workers health and safety, public health and any environmental matters, and except as noted elsewhere in this Agreement, neither Seller nor Shareholder have received any notice of any potential or actual violation of any such requirements or applicable laws.

     4.12      Location Leases and Customer Contracts. The Location Leases and the Customer Contracts were made in the ordinary course of business, are valid, binding and currently in full force and effect and to the best of Seller's and Shareholder's knowledge, no Seller default exists under any such Location Lease or Customer Contract and to the best of Seller's and Shareholder's knowledge, no event has occurred that through the passage of time or the giving of notice or both would constitute such a default.

     4.13      Hazardous Materials. Neither Seller nor Shareholder has ever generated, released, transported, stored, handled, disposed of or contracted for the disposal of any hazardous materials other than minimal amounts used, stored or generated in the ordinary course of the Business and in accordance with applicable laws. To the best of Seller's and Shareholder's knowledge, no employee, contractor or agent of Seller has been exposed to any hazardous materials in such a manner as to be harmed thereby (which such harm is now known to exist or will be discovered in the future). Neither Seller nor Shareholder is aware of and neither the Seller nor Shareholder has received any notice from any governmental or administrative agency that any of the Business Locations is not in compliance with any applicable environmental law(s).

     4.14      Intellectual Property. Seller and Shareholder have no knowledge of any asserted claim and have no reason to believe that the operation of the Business or the possession or use in the Business of any of the Assets, including the Intellectual Property, infringes the intellectual property rights of any other person. Seller is not obligated under any contract or otherwise to pay royalties, fees or other payments with respect to any of the Intellectual Property.

     4.15      Transactions with Related Parties. To the best of Seller's and Shareholder's knowledge, no affiliate of the Seller or Shareholder, or any present or former officer, governor or key employee of the Seller or Shareholder or any of their respective affiliates, is a party to any transaction with the Seller, including, without limitation, any contract, agreement or other arrangement providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to or a loan by the Seller, any affiliate of the Seller or any such officer, governor, key employee or other affiliate.

     4.16      Absence Of Certain Business Practice To the best of Seller's and Shareholder's knowledge, neither the Shareholder, the Seller nor any affiliate or agent of the Seller, or any other person acting on behalf of or associated with the Seller, acting alone or together, has since January 1, 2005 (a) received, directly or indirectly, any material rebates, payments, commissions, promotional allowances or any other economic benefits from any customer, supplier, employee or agent of any customer or supplier; or (b) directly or indirectly given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, any official or employee of any governmental authority, or any political party or candidate for office, or other person who was, is or may be in a position to help or hinder the Business (or assist the Seller in connection with any actual or proposed transaction), in each case which (i) would subject Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding that would likely result in a material adverse effect on the Seller, the Business or the Assets, (ii) if not given in the past, may have had a material adverse effect on the Seller, the Business or the Assets, or (iii) if not continued in the future, would likely have a material adverse effect on the Seller, the Business or the Assets.

     4.17      Salaries . Schedule 4.17 is a true, complete and correct list setting forth with respect to the Business the names and total compensation of each individual presently employed by the Seller, on a salaried basis, for the periods for 2007, as applicable, and 2008 (year to date). There has been to the best of Seller's and Shareholder's knowledge, no "general increase" in the compensation or rate of compensation payable to any employees of the Seller of the Business since December 31, 2007, nor since that date has there been any promise to the employees listed on Schedule 4.17 orally or in writing of any bonus or increase in compensation, whether or not legally binding, except as set forth on Schedule 4.17 . Seller will provide Purchasers with a copy of its compensation policies before Closing.

     4.18      Customer Warranties. Seller shall fully honor and comply with all existing customer warranties issued before the Closing Date.

     4.19      Full Disclosure. No representation or warranty made by Seller and/or the Shareholder in this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Seller and/or the Shareholder pursuant to this Agreement, and no statement, certificate or other document or instrument furnished or to be furnished by or on behalf of Seller and/or Shareholder pursuant to this Agreement or in connection with the consummation of the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit, to state a material fact necessary to make the statements contained herein and therein not misleading.

ARTICLE 5: REPRESENTATIONS AND WARRANTIES OF PURCHASERS

     Each of the Purchasers hereby warrants and represents to Seller that each and all of the following are true and correct in all material respects as of the date of this Agreement and will be true and correct in all material respects at and as of the Closing:

     5.1      Due Incorporation; Good Standing. Each of the Purchasers is a corporation duly organized, validly existing and in good standing under the applicable laws of the State of their incorporation, and has all requisite power and authority, corporate and otherwise, to own, operate and lease its properties and assets and to conduct its business as it is now being conducted.

     5.2      Due Authorization. The execution, delivery and performance of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Purchasers pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchasers. Purchasers has full power and authority, corporate and otherwise, to purchase the Assets being purchased hereunder and to otherwise perform its obligations under this Agreement and the documents, instruments and agreements to be executed by the Purchasers pursuant hereto.

     5.3      Full Disclosure. No representation or warranty made by Purchasers in this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Purchasers pursuant to this Agreement, and no statement, certificate or other document or instrument furnished or to be furnished to Seller pursuant to this Agreement or in connection with the consummation of the transactions contemplated hereby, contains or will cont