SEVERANCE PACKAGE AND RELEASE AGREEMENT

This Severance Package and Release Agreement (“Agreement”) is made and entered into between United PanAm Financial Corporation, United Auto Credit Corporation, and their officers, directors,  shareholders, employees, representatives, attorneys, agents, affiliates and subsidiaries  (hereinafter collectively referred to as “the Company”) on the one hand, and Mario Radrigan (“Mr. Radrigan”) on the other hand. The purpose of this Agreement is to settle and compromise any and all disputes and controversies of any nature existing between the parties, including, but not limited to, any claims arising out of Mr. Radrigan’s employment with, and separation from, the Company.

Separation of Employment.   The parties have reached a mutual agreement that Mr. Radrigan’s current Employment Agreement, dated July 30, 2007 (“the Employment Agreement”) and his employment with the Company shall be terminated by the Company  effective April 9, 2009 (“the Separation Date”). Mr. Radrigan confirms that he has received all salary and benefits up to and including the Separation Date.  Specifically, Mr. Radrigan has been provided with a final paycheck reflecting payment of his salary through April 9, 2009 in the gross amount of Six Thousand Six Hundred Seventy-Eight Dollars and Thirty-Six Cents ($6,678.36), less applicable state and federal withholdings.   Mr. Radrigan has also received payment for all accrued and unused vacation as of the Separation Date in the gross amount of Thirty Six Thousand, Ninety-Five Dollars and Thirty-Six Cents ($36,095.36), less applicable state and federal taxes and withholdings, and a final car allowance payment in the amount of One Hundred Dollars ($100.00).  Mr. Radrigan confirms that he has previously submitted any and all outstanding business-related expenses for reimbursement, except for one outstanding cell phone bill, and has received payment from the Company for such expenses as of the Separation Date.  Regarding this one outstanding cell phone bill, Mr. Radrigan agrees to submit proper documentation regarding such cell phone bill within thirty (30) days of the execution of this Agreement by him.  This outstanding expense shall be reimbursed in accordance with the Company’s applicable policies. Mr. Radrigan shall be provided with information regarding how to continue his group health insurance pursuant to COBRA, consistent with the Company’s normal practices.  In addition, within 30 days of the Separation Date, Mr. Radrigan has the right to exercise One Hundred Ninety Thousand (190,000) options that have vested of Company common stock.  Mr. Radrigan has zero (0) shares of restricted Company common stock that have vested as of the Separation Date.  In selling any shares of Company common stock, Mr. Radrigan shall be responsible for complying with Rule 144 of the Securities Act of 1933 for a period of 90 days from the Separation Date.  In addition, Mr. Radrigan understands that any purchase or sale of Company common stock made by him for six months prior to the Separation Date could potentially be matched to a purchase or sale of Company common stock made by him for six months after the Separation Date pursuant to Section 16 of the Securities Exchange Act of 1934.  Mr. Radrigan shall also be responsible for complying with any reporting obligations under Section 16 of the Securities Exchange Act of 1934.

Termination of Positions .  Effective as of the Separation Date, Mr. Radrigan has been terminated as an officer, trustee and any other position currently held at the Company and any subsidiary of the Company.

1.            Severance Payment and Target.   After execution of this Agreement and the expiration of the revocation period provided in Paragraph 13 below,  provided that this Agreement has not been revoked by Mr. Radrigan,  and after the return of all Company property as described in Paragraph 2 below, the Company agrees to pay Mr. Radrigan, pursuant to Paragraph 9.1 of the Employment Agreement: (1)  severance pay equal to twelve (12) months of his current base salary in the amount of Two Hundred Forty-Eight Thousand  and Sixty-three Dollars ($248,063.00), less applicable state and federal taxes and withholdings and (2) a prorated Target Bonus through the Separation Date, in the amount of  Twenty-Three Thousand Eight Hundred and Seventy Six Dollars ($23,876.00), less applicable state and federal taxes and withholdings.

2.            Return of Property.   Mr. Radrigan agrees immediately to return to the Company all property of the Company which he has in his custody or control such as keys, key cards, passwords, office equipment, forms, manuals, customer files, personnel files, or other confidential or proprietary materials of the Company; provided, however, that Mr. Radrigan shall be permitted to keep the Company’s laptop (Dell Latitude D620) which he has been using, after the Company has been provided with the opportunity to remove all Company-related information and programs from that laptop.

3.            Release of Known and Unknown Claims.   In consideration of the payment outlined above and the further agreements set forth below, and excepting only the obligations created in this letter Agreement, Mr. Radrigan hereby agrees unconditionally to release and discharge United Pan Am Financial Corporation, United Auto Credit Corporation, their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agents, as well as their predecessors, parents, subsidiaries, affiliates, divisions, and successors in interest, of and from any and all claims, demands, liabilities, suits or damages of any type or kind, whether known or unknown, including, but not limited to, any claims or demands arising from or in any way related to Mr. Radrigan’s employment with or separation from the Company on or before the date of the execution of this Agreement.  Mr. Radrigan also hereby releases the Company from any claims made to recover additional taxes paid under Internal Revenue Code Section 409A.

This release specifically includes, without limitation, all claims for wrongful discharge, breach of express or implied contract, defamation, fraud, misrepresentation, discrimination, harassment, breach of implied covenant of good faith and fair dealing, compensatory and/or other relief relating or in any way connected with the terms, conditions, and benefits of employment, discrimination based on race, color, sex, religion, national origin, age, marital status, handicap and medical condition, and/or all claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. , the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the Family and Medical Leave Act, the California Family Rights Act,  the Employee Retirement Income Security Act of 1974 (“ERISA”), and/or