BANNER CENTRAL FINANCE COMPANY

                                     (BCFN)


                  NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS

                                       AND

                                 PROXY STATEMENT

                           ---------------------------



                                DATE:    Tuesday, June 4, 2002
                                TIME:    11:00 a.m.
                                PLACE:   Banner Central Finance Company
                                         5480 East Ferguson Drive, 3rd Floor
                                         Commerce, California 90022




                                       1




                         BANNER CENTRAL FINANCE COMPANY
    5480 FERGUSON DRIVE, COMMERCE, CA 90022 (323) 720-8600 FAX (323) 702-8647

                                                               April 26, 2002



Dear Fellow Stockholder:

     It is my pleasure to invite you to Banner Central Finance  Company's annual
meeting of stockholders.

     We will hold the  meeting on  Tuesday,  June 4, 2002,  at 11:00 a.m. at our
corporate  headquarters,  5480 East Ferguson Drive in Commerce,  California.  In
addition to the formal items of business,  I will review the major  developments
of 2001 and answer your questions.

     This booklet includes the notice of annual meeting and the proxy statement.
The proxy  statement  describes the business that we will conduct at the meeting
and provides information about Banner Central Finance Company.

     Your vote is  important.  Whether  you plan to attend  the  meeting or not,
please complete,  date, sign and return the enclosed proxy card promptly. If you
received more than one proxy card because you own shares registered in different
names or at  different  addresses,  please be sure to  separately  complete  and
return each proxy card.  If you attend the meeting and prefer to vote in person,
you may do so.

     Please  indicate on the proxy card  whether or not you expect to attend the
meeting so that we can provide adequate seating.

                  We look forward to seeing you at the meeting.

                                   Sincerely,

                                   /s/ Gary M. Cypres
                                   ---------------------------------
                                   Gary M. Cypres
                                   Chairman of the Board




                                       2





                         BANNER CENTRAL FINANCE COMPANY

                           ---------------------------

                  NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS

                           ---------------------------

                           Date:    Tuesday, June 4, 2002
                           Time:    11:00 a.m.
                           Place:   Banner Central Finance Company
                                    5480 East Ferguson Drive, 3rd Floor
                                    Commerce, California 90022

Dear Stockholders:

         At our annual meeting, we will ask you to:

         -    Elect four directors to each serve for a term of one year; and

         -    Transact any other business that may properly be presented at the
              annual meeting.

     For  ten  days  prior  to  the  annual  meeting,  a  complete  list  of our
stockholders entitled to vote at the meeting will be available for inspection by
any stockholder for any purpose relating to the meeting during ordinary business
hours at our offices at 5480 East Ferguson  Drive,  Commerce,  California.  This
list will also be available for inspection at the annual meeting.

     If you were a  stockholder  of record at the close of business on April 26,
2002, you may vote at the annual meeting.

                                           By order of the Board of Directors,


                                          /s/ Gary M. Cypres
                                          -----------------------------
                                          Gary M. Cypres
                                          Chairman of the Board
April 26, 2002
Commerce, California






                                       3








                                TABLE OF CONTENTS

                                                                          
     INFORMATION ABOUT THE ANNUAL MEETING AND VOTING.......................... 5

         Why Did You Send Me This Proxy Statement?............................ 5

         Who Is Entitled To Vote?............................................. 5

         What Constitutes A Quorum?........................................... 5

         How Many Votes Do I Have?............................................ 5

         How Do I Vote By Proxy?.............................................. 6

         May I Change My Vote After I Return My Proxy?........................ 6

         How Do I Vote In Person?............................................. 6

         What Vote Is Required To Approve Each Proposal?...................... 7

         What Are The Costs Of Soliciting These Proxies?...................... 7

         How Do I Obtain An Annual Report On Form 10-KSB?..................... 7

     INFORMATION ABOUT BCFN COMMON STOCK OWNERSHIP............................ 8

         Which Stockholders Own at Least 5% of BCFN?.......................... 8

         How Much Stock Is Owned By Directors And Executive Officers?......... 8

         Compensation Committee Interlocks and Insider Participation.......... 9

         Did Directors, Executive Officers and Greater Than 10% Stockholders
         Comply With Section 16(a) Beneficial Ownership Reporting in 2001?.... 9

     INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS.......................10

         The Board of Directors...............................................10

         The Committees of the Board..........................................10

         How Do We Compensate Directors?......................................10

         Certain Relationships and Related Transactions.......................11

         Contribution Agreement...............................................11

         Financing Agreement..................................................11





                                       4






                                                                          
         Operating Agreement..................................................12

         Tax Sharing Agreement................................................13

         How We Compensate Executive Officers................................ 14

         Stock Option Plan................................................... 15

         Executive Deferred Salary & Bonus Plan.............................. 18

         Compensation Committee's Report on Executive Compensation .......... 19

         The Report.......................................................... 19

         Audit Committee..................................................... 20

         Audit Committee Report.............................................. 21

DISCUSSION OF PROPOSAL RECOMMENDED BY THE BOARD.............................. 23

         Proposal 1:  Elect Four Directors................................... 23

    INFORMATION ABOUT STOCKHOLDER PROPOSAL................................... 25

ANNUAL REPORT................................................................ 25

OTHER BUSINESS............................................................... 25





                                       5






             PROXY STATEMENT FOR BANNER CENTRAL FINANCE COMPANY 2002
                         ANNUAL MEETING OF STOCKHOLDERS

                 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING



Why Did You Send Me This Proxy Statement?

     We sent you this proxy  statement  and the enclosed  proxy card because our
Board of Directors is soliciting  your proxy to vote at the 2002 annual  meeting
of  stockholders.  This proxy  statement  summarizes the information you need to
know to cast a vote at the annual  meeting.  However,  you do not need to attend
the annual meeting to vote your shares.  Instead, you may simply complete,  sign
and return the enclosed proxy card.

Who Is Entitled To Vote?

     We will begin sending this proxy  statement,  the attached notice of annual
meeting and the enclosed proxy card on or about May 13, 2002 to all stockholders
entitled  to vote at the annual  meeting.  Stockholders  who owned  BCFN  voting
common stock at the close of business on April 26, 2002 are entitled to vote. On
this record date,  there were 7,417,400  shares of BCFN voting common stock, par
value  $0.01  per  share,  outstanding.  BCFN has only  this one class of voting
stock.  We are also sending along with this proxy statement the BCFN 2001 Annual
Report, which includes our financial statements.

What Constitutes A Quorum?

     The  holders of a majority  of the  issued and  outstanding  shares of BCFN
voting common stock  entitled to vote at the meeting must be present,  in person
or by proxy,  in order to constitute a quorum.  We can only conduct the business
of the meeting if a quorum has been established.  We will include proxies marked
as abstentions and broker  non-votes in determining the number of shares present
at the meeting.

How Many Votes Do I Have?

     Each share of BCFN voting  common  stock that you own  entitles  you to one
vote.  The proxy card indicates the number of shares of BCFN voting common stock
that you own. In the election of directors,  under  California law as applied to
the Company,  you have the right to cumulate your votes. This means that you may
give one properly  nominated  candidate a number of votes equal to the number of
directors  to be  elected,  multiplied  by the  number  of  shares  that you are
entitled  to vote,  or you may  divide  that  total  number of shares  among the
candidates as you see fit.




                                       6





How Do I Vote By Proxy?

     Whether  you plan to  attend  the  annual  meeting  or not,  we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
postage-prepaid envelope provided. Returning the proxy card will not affect your
right to attend the annual meeting and vote.

     If you properly  fill in your proxy card and send it to us in time to vote,
your  "proxy" (one of the  individuals  named on your proxy card) will vote your
shares as you have directed. If you sign the proxy card but do not make specific
choices,  your  proxy  will vote  your  shares  as  recommended  by the Board of
Directors as follows:

         o "FOR" the election of all four nominees for director (see page 19).

     If any other matter is presented,  your proxy will vote in accordance  with
the  recommendation of the Board of Directors or, if no recommendation is given,
in their own discretion. At the time this proxy statement went to press, we knew
of no matters that needed to be acted on at the annual meeting, other than those
discussed in this proxy statement.

May I Change My Vote After I Return My Proxy?

     Yes. If you give a proxy, you may change your vote at any time before it is
exercised. You may change your vote in any one of three ways:

         - You may send our Corporate Secretary another proxy with a later date.

         - You may notify our Corporate Secretary in writing before the annual
           meeting that you have revoked your proxy.

         - You may attend the annual meeting and vote in person.

How Do I Vote In Person?

     If you plan to attend the annual  meeting and vote in person,  we will give
you a ballot form when you arrive.  However, if your shares are held in the name
of your broker, bank or other nominee, you must bring the proxy card, an account
statement or a letter from the nominee  indicating  that you are the  beneficial
owner of the shares on April 26, 2002, the record date for voting, and a written
instruction from the nominee authorizing you to vote the shares.




                                       7




What Vote Is Required To Approve Each Proposal?

Proposal 1:
Elect Four Directors                      Under  California  law, as it applies
                                          to BCFN, you may cumulate your votes
                                          for the election of  directors  as
                                          described  above under the caption
                                          "How Many Votes Do I Have?" The four
                                          nominees for  director  who receive
                                          the most votes will be elected.  So,
                                          if you do not vote for a particular
                                          nominee,  or you indicate  "WITHHOLD
                                          AUTHORITY" to vote for a particular
                                          nominee  on your  proxy  card,  your
                                          vote  will not count  either  "for"
                                          or  "against"  the nominee.
                                          Our Certificate of Incorporation does
                                          not authorize cumulative voting.

The Effect of Broker Non-Votes           If your broker holds your shares in its
                                         name, the broker will be entitled to
                                         vote your shares on Proposals 1 even
                                         if it does not receive instructions
                                         from you.

What Are The Costs Of Soliciting These Proxies?

     We will pay all of the costs of soliciting  these  proxies.  In addition to
mailing proxy soliciting  material,  our directors,  officers and employees also
may solicit  proxies in person,  by  telephone or by other  electronic  means of
communication  for which they will receive no  compensation.  We will ask banks,
brokers and other  institutions,  nominees and  fiduciaries to forward the proxy
material to their principals and to obtain authority to execute proxies. We will
then reimburse them for their reasonable expenses.  In addition,  we may pay for
and use the services of individuals or companies that we do not regularly employ
in  connection  with the  solicitation  of  proxies  if the  Board of  Directors
determines this is advisable.

How Do I Obtain An Annual Report On Form 10-KSB?

     If you would like a copy of our Annual  Report on Form  10-KSB for the year
ended  December  31,  2001,  that we filed  with the SEC,  we will  send you one
without  charge.  Please  write to Banner  Central  Finance  Company,  5480 East
Ferguson Drive, Commerce, California 90022, Attention: Corporate Secretary.




                                       8




                  INFORMATION ABOUT BCFN COMMON STOCK OWNERSHIP

Which Stockholders Own at Least 5% of BCFN?

     The following table shows, as of April 26, 2002, all persons or entities we
know to be "beneficial owners" of more than five percent of our common stock.(1)
This  information  is based on Company  information  and  Schedules  13D and 13G
reports  filed with the SEC by each of the  persons and  entities  listed in the
table below. If you wish, you may obtain these reports from the SEC.



                                                          Common Stock
                                                     Beneficially Owned(1)
                                               ---------------------------------
Name and Address of Beneficial Owner(2)             Number of        Percent of
                                                    Shares(3)        Class(4)
---------------------------------------------  ----------------- ---------------

                                                                
Gary M. Cypres(5) ................................. 4,625,267          61.70%
Carpenters Pension Trust forSouthern California ...   702,115           9.47%
Wellington Management Company, LLP(6) .............   688,200           9.28%


----------------------


(1)  "Beneficial  ownership" is a technical  term broadly  defined by the SEC to
     mean  more  than  ownership  in the  usual  sense.  So,  for  example,  you
     "beneficially" own BCFN common stock not only if you hold it directly,  but
     also if you directly or indirectly (through a relationship, a position as a
     director or trustee,  or a contract or understanding),  have (or share) the
     power to vote the stock, to invest it, to sell it or you currently have the
     right to  acquire it or the right to acquire it within 60 days of April 26,
     2002.

(2)  The  address  for  Mr.  Cypres  is  5480  East  Ferguson  Drive,  Commerce,
     California  90022;  the address for  Carpenters  Pension Trust for Southern
     California  is 533 So.  Fremont  Avenue,  Los Angeles,  CA  90071-1706  the
     address for Wellington Management Company, LLP ("WMC"), is 75 State Street,
     Boston, Massachusetts 02109.

(3)  Except as otherwise noted below,  each person and entity named in the table
     directly or indirectly has sole voting and investment power with respect to
     the shares shown which each such person or entity beneficially owns.

(4)  Shares  of BCFN  common  stock  issuable  upon  exercise  of stock  options
     exercisable within 60 days of April 26, 2002 are considered outstanding for
     computing the  percentage of the person or entity holding those options but
     are not  considered  outstanding  for computing the percentage of any other
     person or entity.

(5)  Consists of 701,891 shares held of record by Cypres Investment Holdings LP,
     80,656  shares held  directly by G.M.  Cypres  Investments,  LP,  3,738,720
     shares  directly held by Mr.  Cypres,  12,500  shares  directly held by Mr.
     Cypres'  spouse and 12,500 shares held by or in trust by Mr. Cypres and his
     spouse  for  their  children.  An  additional  79,000  shares  is  included
     representing  options  exercisable within 60 days of April 26, 2002. Of the
     4,625,267  shares,  Mr. Cypres shares voting and investment power of 25,000
     shares with his spouse.

(6)  Based on a Schedule  13G filed with the SEC on  February  14,  2002.  These
     shares are held of record by WMC's  clients.  Of the  688,200  shares,  WMC
     shares the power to vote  114,000  of these  shares and shares the power to
     dispose of all of these  shares in its  capacity as  investment  advisor to
     these clients.

How Much Stock Is Owned By Directors And Executive Officers?

     The following table shows, as of April 26, 2002, the BCFN common stock that
our directors and executive officers beneficially own and those shares of common
stock owned by all executive officers and directors as a group.




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                                                                Common Stock
                                                           Beneficially Owned(1)
                                                    --------------------------------
Name of Beneficial Owner                                   Number of    Percent of
                                                           Shares(2)    Class(3)
------------------------------------------------    --------------- ----------------

                                                               
Gary M. Cypres (4) ....................................     4,625,267     61.70%
Arturo Ochoa(5) .......................................        15,000     *
William R. Sweet(6) ...................................        11,800     *
Salvatore J. Caltagirone (7) ..........................        10,800     *
All directors and executive officers as a group
(4 persons) (8) .......................................     4,662,867     62.02%
----------------------


* Less than 1%.

(1)     See footnote 1 in table included above at page 4.

(2)  Except  as  otherwise  noted  below,  each  individual  named in the  table
     directly or indirectly has sole voting and investment power with respect to
     the shares shown which each such individual beneficially owns.

(3)  Shares  of BCFN  common  stock  issuable  upon  exercise  of stock  options
     exercisable within 60 days of April 26, 2002 are considered outstanding for
     computing the  percentage  of the person  holding those options but are not
     considered outstanding for computing the percentage of any other person.

(4)  Consists of 701,891 shares held of record by Cypres Investment Holdings LP,
     80,656  shares held  directly by G.M.  Cypres  Investments,  LP,  3,738,720
     shares  directly held by Mr.  Cypres,  12,500  shares  directly held by Mr.
     Cypres'  spouse and 12,500 shares held by or in trust by Mr. Cypres and his
     spouse  for  their  children.  An  additional  79,000  shares  is  included
     representing  options  exercisable within 60 days of April 26, 2002. Of the
     4,625,267  shares,  Mr. Cypres shares voting and investment power of 25,000
     shares with his spouse.

(5)  Consists  of  15,000  shares   issuable  upon  exercise  of  stock  options
     exercisable within 60 days of April 26, 2002.

(6)  Consists  of 8,200  shares  directly  owned by Mr.  Sweet and 3,600  shares
     issuable upon exercise of stock options exercisable
        within 60 days of April 26, 2002.

(7)  Consists of 7,200 shares directly owned by Salvatore  Caltagirone and 3,600
     issuable upon exercise of stock options exercisable within 60 days of April
     26, 2002.

(8)  Consists  of  101,200  shares  issuable  upon  exercise  of  stock  options
     exercisable within 60 days of April 26, 2002 .

Compensation Committee Interlocks and Insider Participation.

     The compensation committee consists of Messrs. Sweet and Caltagirone.  None
of the members of the  compensation  committee is or has served us as an officer
or employee of BCFN or any of its subsidiaries.  None of our executive  officers
currently  serves  as a  director  or member of the  compensation  committee  of
another  entity or of any other  committee  of the Board of Directors of another
entity performing similar functions.

Did Directors, Executive Officers and Greater Than 10% Stockholders Comply With
Section 16(a) Beneficial Ownership Reporting in 2001?

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
our directors,  executive officers,  and  greater-than-10%  stockholders to file
reports with the SEC reflecting  changes in their  beneficial  ownership of BCFN
stock and to provide us with copies of the reports.

     Based on our review of these reports and of certifications furnished to us,
we believe  that all of these  reporting  persons  complied  with  their  filing
requirements for 2001.


                                       10


               INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors

     The Board of  Directors  oversees our business and affairs and monitors the
performance of management.  In accordance with corporate governance  principles,
the board does not involve itself in day-to-day  operations.  The directors keep
themselves informed through, among other things,  discussions with the chairman,
other key executives and our principal external advisers (legal counsel, outside
auditors,  investment bankers and other consultants),  reading reports and other
materials that we send them and participating in board and committee meetings.

The Committees of the Board

     The board has an audit  committee and a compensation  committee.  We do not
have a nominating committee.  The full Board of Directors nominates our officers
and directors for election.

The Audit Committee                         The audit committee reviews and
                                            reports to the Board of Directors
                                            on various auditing and accounting
                                            matters, including the annual report
                                            from our independent public
                                            accountants. Messrs.Caltagirone and
                                            Sweet currently serve as members of
                                            the audit committee.

The Compensation Committee                  The compensation committee
                                            determines the salary and bonus
                                            structure for our executive officers
                                            and supervises the compensation
                                            scheme for our other officers.
                                            In addition, the compensation
                                            committee determines appropriate
                                            awards under our 2000 Stock Option
                                            Plan (the "2000 Plan") and
                                            administers our retirement plan.
                                            Messrs. Caltagirone and Sweet
                                            currently serve as members
                                            of the compensation committee.

How Do We Compensate Directors?

     We pay our members Board of Directors who are not also  employees of Banner
Central Finance Company,  referred to as the Non-Employee  Directors,  an annual
fee of $5,000.  Members of the Board of Directors  who are our  employees do not
receive any Directors' fees. In addition,  we may reimburse members of the Board
of Directors for expenses  incurred in connection  with their  activities on our
behalf. Non-Employee Directors also each received options to purchase 18,000 and
15,000 shares of Common Stock at an exercise prices of $1.00 and $0.94 per share
as  determined by the Board of Directors on February 28, 2001 and June 25, 2001,
respectively, under the 2000 Stock Option Plan. Initially options granted to the
Non-Employee  Directors were 40% vested with remaining  balance to vest in equal


                                       11




annual  installments  over 3 years  beginning  on the date of grant,  subject to
continued service on the Board of Directors; however, no option can be exercised
until at least six months  after the date of grant.  Options  granted  after the
initial  awards  vested in equal annual  installments  over 5 years from date of
grant. We have entered into  agreements with all directors  pursuant to which we
have  agreed to  indemnify  them  against  certain  claims  arising out of their
services as directors.  Directors are also entitled to the protection of certain
indemnification provisions in our Certificate of Incorporation and Bylaws.

Certain Relationships and Related Transactions

     On  September  6,  2000,  the  Board  of  Directors  of  Central  Financial
Acceptance  Corporation,  or  Central  Financial,  approved  a Plan of  Complete
Dissolution,  Liquidation and Distribution,  or the Plan, which provided for the
dissolution   and  liquidation  of  Central   Financial,   and  the  liquidating
distribution to its stockholders of all the common stock of its two wholly-owned
subsidiaries,  one of which is our company,  Banner Central Finance Company,  or
Banner  Central  Finance  and the other of which is  Hispanic  Express,  Inc. or
Hispanic  Express.  Banner Central  Finance and Hispanic  Express were formed on
September 5, 2000 to  accomplish  the Plan.  On February 28, 2001,  the Plan was
completed and Central Financial was dissolved and liquidated.

     In  connection  with the Plan,  we entered  into  various  agreements  with
Central  Financial and Hispanic  Express for the purpose of defining our ongoing
relationships among the entities.  Because Central Financial controlled Hispanic
Express and us, these agreements did not result from arm's-length  negotiations.
We believe,  however,  that these  agreements are at least as favorable to us as
those that could have been obtained from independent third parties.

Contribution Agreement

     We entered into a contribution  agreement,  referred to as the Contribution
Agreement,  with  Central  Financial.  The  Contribution  Agreement  covered the
following:

     Contribution of Central Financial Subsidiaries.  The Contribution Agreement
provides for the contribution of certain of the assets and businesses of Central
Financial to us. Specifically:  Central Financial contributed to our company all
of the issued  and  outstanding  capital  stock of  Central  Installment  Credit
Corporation,  Central Financial  Acceptance/Insurance Agency and Central Premium
Finance  Company.  In  addition,   Central  Financial   contributed  to  Central
Installment  Credit  Corporation  the assets  and  liabilities  of the  mortgage
business owned by a subsidiary of Central Finance.

Financing Agreement

     Banner's  Central  Electric and Banner Central Finance have entered into an
agreement,  referred to as the Financing  Agreement,  pursuant to which Banner's
Central  Electric grants Banner Central  Finance the exclusive  right, at Banner
Central   Finance's  option,  to  purchase  without  recourse  consumer  finance
receivables  originated by Banner's Central Electric for sales of merchandise at
Banner's  Central  Electric  stores in  operation  on the date of the  Financing
Agreement and for all stores which  Banner's  Central  Electric may determine to
open in the future during the term of the Financing  Agreement.  Banner  Central
Finance is not obligated to provide financing to any particular Banner's Central
Electric  customers,  or to offer  financing  at any Banner's  Central  Electric


                                       12



location or locations. As part of this agreement,  Banner Central Finance agrees
to provide  Banner's  Central  Electric  with up to $6 million of  inventory  or
inventory  financing as long as the  Financing  Agreement  remains in effect and
Banner's  Central  Electric  agrees to provide  Banner  Central  Finance,  at no
charge, an amount of floor space at Banner's Central Electric's stores as Banner
Central  Finance may from time to time request.  The  Financing  Agreement has a
term of 10 years.  Banner  Central  Finance or  Banner's  Central  Electric  may
terminate  the  Financing  Agreement at any time upon  one-year's  prior written
notice  to either  party.  By  mutual  consent  of the  parties,  the  Financing
Agreement was canceled on December 31, 2001,  expect that Hispanic  Express will
continue to provide a guarantee up to $4 million of financing.

Operating Agreement

     Banner Central Finance and Hispanic Express have entered into an agreement,
referred to as the Operating Agreement, which covers the following matters:

     Allocation of Business  Opportunities.  Due to the  potential  conflicts of
interest  resulting  from the  relationships  among Banner  Central  Finance and
Hispanic Express,  the Operating  Agreement provides that Banner Central Finance
and its subsidiaries and Hispanic Express and its subsidiaries will not, without
prior written consent of each other, directly or indirectly,  engage in or enter
any business which the other is currently engaged in.

     Management  and Other  Services.  The  Operating  Agreement  provides  that
Hispanic Express and its subsidiaries are obligated to provide to Banner Central
Finance and its subsidiaries and Banner Central Finance and its subsidiaries are
obligated  to  utilize,  certain  services,   including  management  information
systems, employee benefit plans, legal and accounting,  insurance,  computer and
data processing  systems.  These  arrangements will continue until terminated by
Hispanic Express or Banner Central Finance upon one-year's prior written notice.
Termination may be made on a service-by-service basis or in its entirety. Banner
Central  Finance  agrees to pay  Hispanic  Express its actual cost of  providing
services to Banner Central  Finance.  If such services  involve an allocation of
expenses,  Hispanic  Express shall  determine the allocation on the basis of the
percentage  utilization of such service or Hispanic Express's  management's best
estimate thereof.

     Employee Benefits.  The Operating  Agreement provides that Hispanic Express
and Banner  Central  Finance  will  assume all  liabilities  under the  existing
employee  welfare  benefit and profit  sharing plans of Central  Financial  with
respect to the  employees  of Hispanic  Express and Banner  Central  Finance and
their  subsidiaries  who have become  employees of each  company.  The Operating
Agreement  also  provides  that the  employment  by Hispanic  Express and Banner
Central Finance of individuals  who were employees of Central  Financial and the
subsidiaries  prior to the  Distribution  will  not be  deemed  a  severance  of
employment  from  Central  Finance and the  subsidiaries  for the purpose of any
policy,  plan,  program or agreement that provides for the payment of severance,
salary  continuation or similar benefits.  The Operating Agreement also provides
for  Hispanic  Express  to assume  Central  Financial's  Supplemental  Executive
Retirement Plan.

     Guaranty of Banner Central Finance Debt. The Operating  Agreement  provides
for Hispanic Express to guarantee up to $4 million of bank or similar  financing
which Banner Central Finance may borrow.


                                       13



Tax Sharing Agreement

     Central Financial, Hispanic Express and Banner Central Finance have entered
into  a tax  sharing  agreement,  referred  to as  the  Tax  Sharing  Agreement,
providing for:

-    the payment of federal,  state and other income tax  remittances or refunds
     for periods  during which Hispanic  Express and Banner Central  Finance are
     included in the same consolidated group for federal income tax purposes;

-    the allocation of responsibility for the filing of such tax returns;

-    the conduct of tax audits and the handling of tax controversies; and

-    various related matters.

     For periods during which Hispanic  Express and Banner Central  Finance were
included  in  Central  Financial's  consolidated  federal  and state  income tax
returns, Hispanic Express and Banner Central Finance are each be required to pay
its allocable  portion of the consolidated  federal,  state and other income tax
liabilities  and are  entitled  to receive  refunds  determined  as if  Hispanic
Express and Banner  Central  Finance  and its  subsidiaries  had filed  separate
income tax returns. With respect to Central Financial's liability for payment of
taxes for all periods during which Hispanic  Express and Banner Central  Finance
were so included in Central Financial's consolidated federal income tax returns,
Hispanic Express and Banner Central Finance will indemnify Central Financial for
all federal, state, and other income tax liabilities for such periods.  February
28, 2001 was the last day on which Hispanic  Express and Banner Central  Finance
were required to be included in Central Financial's  consolidated federal income
tax returns.




                                       14




Executive Officers and Key Employees

     These are the  biographies  of the Company's  current  executive  officers,
except for Mr.  Cypres,  the Chairman,  whose  biography is included below under
"Proposal 1: Elect Four Directors."  There are no arrangements or understandings
among  these  individuals  or any other  person  relating  to their  election as
officers.



        Name and Age           Principal Occupation and Business Experience
------------------------------ -------------------------------------------------
                         
Arturo Ochoa     (40)          Arturo J. Ochoa has been our President  since our
                               formation.  Since August 1998, Mr. Ochoa has been
                               President of Central Financial's  mortgage
                               business.  Prior to joining  Central  Financial,
                               Mr. Ochoa was Area Manager and then  Regional
                               Vice President  with  Home  Savings  of  America.
                               From  1983 to 1992 he  served  as a District
                               Manager with Transamerica  Financial Services.
                               Mr. Ochoa graduated from the University of
                               Southern California, School of Business.




     None of the  directors  or  officers  are related to each other by blood or
marriage  and none of the  directors  or  officers  are  involved  in any  legal
proceedings as described in Section 401(f) of Regulation S-K.

How We Compensate Executive Officers?

     The following table sets forth information concerning compensation for each
of the last three  years  paid or  awarded  to or earned by the Chief  Executive
Officer of the  Company  and our one other  most  highly  compensated  executive
officers of the Company and its  predecessors  who received  salary and bonus in
excess of $100,000 in 2001 (collectively, the "Named Executive Officers").



                                          Summary Compensation Table

                                                                          Long-Term
                                             Annual Compensation(1)      Compensation
Name and Principal Position                  Year    Salary     Bonus   Awards Options(2)
---------------------------                  ----    ------     -----   -----------------
                                                               
Gary M. Cypres                               2001   $ 75,000   $ 95,000    155,000
              Chairman of the Board, Chief   2000     25,000       --      395,000
              Executive Officer and Chief    1999     25,000       --         --
              Financial Officer


Arturo Ochoa                                 2001   $146,000   $ 15,000       --
              President                      2000    140,000      5,000     50,000
                                             1999    140,000     20,000       --


(1)  Certain of our executive  officers  receive  benefits in addition to salary
     and cash bonuses. The aggregate amount of such benefits,  do not exceed the
     lesser of $50,000 or 10% of the total annual salary and bonus of such Named
     Executive. Also, see "Executive Deferred Salary and Bonus Plan" on page 14.

(2)  Consists  of  options  granted at an  exercise  price of $1.00 per share on
     February  28,  2001 and options  granted at an exercise  price of $0.94 per
     share on June 25, 2001.


                                       15



Stock Option Plan

     Concurrent  with the  completion of the Plan on February 28, 2001,  Central
Financial  terminated  its Stock Option Plan and all options  granted  under the
plan were terminated.  The 2000 Stock Option Plan of Banner Central Finance,  or
the 2000 Plan, has been approved by our Board of Directors and stockholders. The
2000 Plan provides that it is to be  administered by a committee of the Board of
Directors,  referred  to as the  Option  Committee,  consisting  of at least two
independent  directors.  The  Compensation  Committee  functions  as the  Option
Committee.  The Option  Committee has the authority,  within  limitations as set
forth in the 2000 Plan, to establish rules and  regulations  concerning the 2000
Plan,  to determine  the persons to whom  options may be granted,  the number of
shares  of  Common  Stock  to be  covered  by each  option,  and the  terms  and
provisions of the option to be granted, provided, that such grants shall conform
with ss. 260.140.41 of the California  Securities Code. Subject to the terms set
forth in the 2000  Plan,  the  Option  Committee  has the  right to  cancel  any
outstanding  options  and to issue  new  options  on such  terms  and upon  such
conditions as may be consented to by the optionee affected.

     A total of 1,100,000  shares are reserved for issuance under the 2000 Plan.
No  individual  may be granted  options under the 2000 Plan with respect to more
than 550,000 shares during the duration of the 2000 Plan. Banner Central Finance
granted  716,000  shares of Common Stock of to eligible  participants  under the
2000 Plan during 2001,  including options to certain  executive  officers as set
forth below.  Options granted  pursuant to the 2000 Plan vest over two different
time  periods.  Options  granted  which  equal the number of options  granted to
executive  officers and employees under the Central  Financial Stock Option Plan
vest as they would have been vested  under the Central  Financial  Stock  Option
Plan at the time of distribution,  except for those officers and employees which
had been with  Central  Financial  or its  predecessor  company  for a period in
excess of 5 years,  which shall be 60% vested in total options  granted to them.
Options  granted to executive  officers and  employees  which exceed the amounts
granted to them  under the  Central  Financial  Stock  Option  Plan vest in such
options over a five-year period in equal annual amounts.  Upon the effectiveness
of these  grants,  384,000  shares of Common Stock remain  available  for future
grants of options under the 2000 Plan.

     The number of shares which may be granted  under the 2000 Plan or under any
outstanding  options will be proportionately  adjusted in the event of any stock
dividend  or if the Common  Stock  shall be split up,  combined,  recapitalized,
converted,  exchanged,  reclassified or in any way  substituted.  Subject to the
terms  of the  2000  Plan,  and  in the  event  of a  recapitalization,  merger,
consolidation,  rights offering,  separation,  reorganization or liquidation, or
any other change in our corporate  structure or outstanding  shares,  the Option
Committee may make such equitable  adjustments to the number and class of shares
available  under the 2000 Plan or to any  outstanding  options  as it shall deem
appropriate to prevent  dilution or  enlargement of rights.  The maximum term of
any option granted  pursuant to the 2000 Plan is ten years.  In general,  shares
subject to options  granted under the 2000 Plan which  expire,  terminate or are
canceled  without  having  been  exercised  in full become  available  again for
options grants.

     The class of eligible persons under the 2000 Plan consists of directors and
employees  of, and  consultants  to, us or a parent or  subsidiary  of ours,  as
determined by the Option Committee,  except that Non-Employee Directors can only
receive fixed grants of options under the terms set forth in the 2000 Plan.  See
"Compensation  of the Board of Directors."  Options  granted under the 2000 Plan
may be incentive  stock  options,  or ISOs,  or  non-qualified  options,  at the
discretion  of the Option  Committee;  however,  ISOs can only be granted to our
employees or a parent or  subsidiary.  The 2000 Plan  provides that the exercise
price of an option (other than Non-Employee  Director's  option) is fixed by the
Option  Committee on the date of grant;  however,  the exercise price of an ISOs
must be not less than the fair market  value of the Common  Stock on the date of
the grant.  The exercise  price of an ISOs granted to any  participant  who owns


                                       16


stock possessing more than 10% of the total combined voting power of all classes
of our outstanding stock must be at least equal to 110% of the fair market value
of the Common  Stock on the date of grant and the rate of  exercise  shall be at
least  twenty  percent  per year  over  five  years.  Any ISOs  granted  to such
participants  also  must  expire  within  five  years  from the  date of  grant.
Additionally, options granted under the 2000 Plan will not be ISOs to the extent
that  aggregate fair market value of the shares with respect to which ISOs under
the 2000  Plan  (or  under  any  other  plan  maintained  by us or a  parent  or
subsidiary of ours) first become  exercisable in any year exceeds  $100,000.  No
options shall be granted under the 2000 Plan or after the tenth  anniversary  of
the adoption of the 2000 Plan.

     Options are be non-transferable and non-assignable except by will, the laws
of descent and  distribution,  by instrument  to an inter vivos or  testamentary
trust in which the Options are to be passed to  beneficiaries  upon the death of
the trustor (settlor),  or by gift to "immediate family" as defined in 17 C.F.R.
240.16a-1(e).   Options  (other  than  Non-Employee   Director's   options)  are
exercisable  by the  holder  thereof  subject  to  terms  fixed  by  the  Option
Committee.  However,  no option can be exercised until at least six months after
the date of grant.

     Notwithstanding  the above, an option is exercisable  immediately  upon the
happening of any of the following  (but in no event during the six-month  period
following the date of grant or  subsequent  to the  expiration of the term of an
option):  (1) the holder's  retirement on or after attainment of age 65; (2) the
holder's  disability or death; (3) a "change of control" (as defined in the 2000
Plan) of us while the  holder  is in the  employ or  service  of Banner  Central
Finance Company;  or (4) the occurrence of such special  circumstances or events
as the Option Committee  determines  merits special  consideration,  except with
respect to Non-Employee  Directors'  options, by such other method as the Option
Committee may permit from time to time.

     If an option holder terminates  employment with us or service as one of our
directors or as our consultant while holding an unexercised  option,  the option
is terminated 30 days after such termination of employment or service unless the
option  holder  exercises  the option within such 30-day  period.  However,  all
options held by an option holder  terminate  immediately if the termination is a
result of a violation of such  holder's  duties.  If cessation of  employment or
service is due to  retirement on or after  attainment  of age 65,  disability or
death, the option holder or such holder's successor-in-interest, as the case may
be, is permitted to exercise any option within three months after  retirement or
within one year after disability or death.

     The 2000 Plan may be  terminated  and may be  modified  or  amended  by the
Option Committee or the Board of Directors at any time; provided,  however, that
(1) no  modification  or amendment  either  increasing  the aggregate  number of
shares which may be issued under  options or to any  individual or modifying the
requirements  as to  eligibility  to receive  options will be effective  without
stockholder approval within one year of the adoption of such amendment; and, (2)
no such termination, modification or amendment of 2000 Plan will alter or affect
the terms of any then  outstanding  options  without  the consent of the holders
thereof.




                                       17






     The following table sets forth information concerning stock options granted
to Mr.  Caltagirone,  Mr.  Cypres and Mr.  Sweet  during  2001.  No other  Named
Executive Officers received stock options during 2001.



                              Option Grants in Last Fiscal Year
                                      Individual Grants
                              ----------------------------------
                                            Percent of                             Potential Realizable Value
                         Number of         Total Options                            at Assumed Annual Rates
                        Securities          Granted to                             of Stock Appreciation for
                        Underlying           Employees     Exercise     Expiration       Option Term (1)
    Name                  Granted             in 2001      Price (2)       Date         5%         10%
 ---------              ----------         -----------     ---------    ----------   ---------   --------

                                                                              
Gary M. Cypres           155,000              70.5%        $   0.94     06/25/11      $232,500   $457,250
William Sweet             15,000               6.8%        $   0.94     06/25/11      $ 22,500   $ 44,250
Salvatore Caltagirone     15,000               6.8%        $   0.94     06/25/11      $ 22.500   $ 44,250



(1)  The amounts shown are  hypothetical  gains based on the  indicated  assumed
     rates of  appreciation  of the common  stock,  compounded  annually  over a
     ten-year period and assuming that the closing price was the market value of
     the grant.  The actual  value (if any) that an executive  officer  receives
     from a stock  option will depend upon the amount by which the market  price
     of our common stock will  appreciate  at any  particular  rate or at all in
     future years.

(2)  The options  granted are  exercisable 20% per year beginning on each of the
     first five anniversary dates of grant.

(3)  The  exercise  price  may be  paid in  cash,  or at the  discretion  of the
     Compensation  Committee,  by tendering  shares of BCFN common stock, or the
     delivery of an irrevocable  direction to a securities broker to sell shares
     and  deliver  the sale  proceeds  to BCFN in  payment of all or part of the
     exercise price, instead of cash.

(4)  Represents options granted on June 25, 2001 at $0.94 per share.







                                       18





         The following table provides information, with respect to the Named
Executive Officers and Directors, concerning the exercise of options during 2001
and unexercised options held by them at December 31, 2001.




                                    Aggregated Option Exercises in Fiscal Year 2001 and
                                                  Fiscal Year-End Option

                                                     Number of Securities          Value of Unexercised
                        Shares                      Underlying Unexercised            In-the-Money
                      Acquired on   Value Realized    Options at 12/31/01         Options at 12/31/01(2)
   Name              Exercise (#)      $ (1)       Exercisable    Unexercisable Exercisable  Unexercisable
   ----              ------------      -----       -----------    ------------- -----------  -------------

                                                                            
Gary M. Cypres           237,000           --            --          313,000         --        $165,800

Arturo Ochoa                --             --           5,000         45,000     $  2,500      $ 22,500

William Sweet              7,200           --            --           25,800         --        $ 13,800

Salvatore Caltagirone      7,200           --            --           25,800         --        $ 13,800


(1)  Based on the market price of the  purchased  shares on the  exercise  date,
     less the option  exercise price paid for those shares.

(2)  The stock price of the  Company at  December  31, 2001 was $1.50 per share.
     Mr.  Cypres,  Mr.  Caltagirone,  and Mr.  Sweet have  options  to  purchase
     155,000,  15,000, and 15,000,  respectively,  at $0.94 per share. All other
     shares indicated have an exercisable price of $1.00 per share once vested.


Executive Deferred Salary and Bonus Plan

     On December 13, 2001, the Company adopted the Executive Deferred Salary and
Bonus Plan, or the EDP,  which covers the Named  Executive  Officers and certain
other executives of the Company. Pursuant to the EDP, a participant may elect to
defer up to 50% of the  participant's  base  salary  and up to 100% of any bonus
awarded pursuant to our Executive  Incentive Bonus Program.  Elections under the
EDP to defer base salary and bonus are made annually  prior to the  commencement
of each year.  Executives  electing  to  participate  in the  program may invest
deferred amounts in either of two accounts:  (1) which earns interest based upon
the prime rate; or (2) which mirrors the  performance of our Common Stock price.
Amounts  deferred are  generally  payable in a lump sum within 30 days after the
participant's  termination  of  employment  with us for any  reason.  The EDP is
administrated  by the  Compensation  Committee  of the Board of  Directors.  Mr.
Cypres  and Mr.  Ochoa  had  elected  to defer  100% of their  bonus in 2001 and
elected to invest  their  deferred  bonus  amounts of $95,000  and $15,000 in an
account which mirrors the performance of our common stock. At December 31, 2001,
Mr.  Cypres'  and Mr.  Ochoa's  accounts  had a value of $128,000  and  $20,000,
respectively.






                                       19






                         Compensation Committee's Report
            on Executive Compensation and Repricing of Stock Options

     The following Compensation Committee's Report on Executive Compensation and
Repricing of Stock Options shall not be deemed to be "soliciting material" or to
be "filed"  with the SEC or subject to  Regulations  14A or 14C of the SEC or to
the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and shall not be deemed incorporated by reference into any
filing under the Securities Act of 1933 or the Exchange Act, notwithstanding any
general  incorporation  by  reference  of this  proxy  statement  into any other
document.

The Report

     The Compensation  Committee of the Board of Directors (the  "Committee") is
composed of the two  directors  who are not also our  employees.  The  Committee
establishes  our overall  compensation  and  employee  benefits and the specific
compensation  of our  executive  officers.  One of the  Committee's  goals is to
implement  executive  officer  compensation  programs  that further our business
objectives and that attract,  retain and motivate the best  qualified  executive
officers.

     We adopt and  administer our executive  compensation  policies and specific
executive  compensation  programs  in  accordance  with  the  principal  goal of
maximizing return on stockholders'  equity.  The Committee believes that we best
achieve this performance  goal, and the long-term  interests of our stockholders
generally, by attracting and retaining management of high quality, and that such
management will require commensurate compensation. We believe that our executive
officer compensation policies are consistent with this policy.

     The Committee  determines annual compensation levels for executive officers
and  compensation  levels  to be  implemented  from  time  to  time  in  written
employment  agreements with executive officers based primarily on its review and
analysis of the following factors: (1) the responsibilities of the position, (2)
the  performance  of  the  individual  and  his or her  general  experience  and
qualifications,  (3) our  overall  financial  performance  (including  return on
equity,  levels of general and administrative  expense and budget variances) for
the previous year and the  contributions the individual or his or her department
made to such performance  measures,  (4) the officer's total compensation during
the previous year, (5) compensation  levels comparable  companies pay in similar
industries,  (6) the officer's  length of service with us, and (7) the officer's
effectiveness in dealing with external and internal audiences.  In addition, the
Committee  receives  the  recommendations  of the  Chairman  with respect to the
compensation of other executive  officers,  which the Committee reviews in light
of the above factors.  The Committee  believes that the base compensation of the
executive  officers  is  competitive  with  companies  of similar  size and with
comparable operating results in similar industries.

     In addition,  Mr.  Cypres'  compensation  for 2001 was based in part on his
progress in achieving  certain  additional  criteria.  These  criteria  included
results in  meeting  our  strategic  business  plan,  and  leadership  abilities
(including developing an effective senior management team).


                                       20



     While  the  Committee  establishes  salary  and bonus  levels  based on the
above-described  criteria,  the Committee also believes that encouraging  equity
ownership by executive  officers  further  aligns the  interests of the officers
with the performance  objectives of our stockholders and enhances our ability to
attract  and retain  highly  qualified  personnel  on a basis  competitive  with
industry  practices.  Stock  options  that we  granted  under our 2000 Plan help
achieve this objective,  and provide additional  compensation to the officers to
the extent that the price of the common stock  increases  over fair market value
on the  date of  grant.  We have  granted  stock  options  to each of the  Named
Executives and to our other  officers or key  employees.  Through the 2000 Plan,
there will be an additional  direct  relationship  between our  performance  and
benefits to executive officer Plan participants.

     On December 13, 2001, the Committee  adopted the Executive  Deferred Salary
and Bonus  Plan,  or the EDP,  which  covers the Named  Executive  Officers  and
certain other executives of Banner Central Finance Company. Pursuant to the EDP,
a participant may elect to defer up to 50% of the participant's  base salary and
up to 100% of any  bonus  awarded  pursuant  to our  Executive  Incentive  Bonus
Program.  Elections  under  the EDP to defer  base  salary  and  bonus  are made
annually  prior  to the  commencement  of  each  year.  Executives  electing  to
participate  in the  program  may  invest  deferred  amounts  in  either  of two
accounts:  (1) which  earns  interest  based upon the prime  rate;  or (2) which
mirrors  the  performance  of our  Common  Stock  price.  Amounts  deferred  are
generally  payable  in a  lump  sum  within  30  days  after  the  participant's
termination of employment with us for any reason.  The EDP is  administrated  by
the Compensation Committee of the Board of Directors.

     On January 18, 2001, and again on February 13, 2001, the Committee reviewed
the options to be granted to our executive officers.  Considering these factors,
the Committee determined that it was in the Company's and our stockholders' best
interest to grant  initial  options at $1.00 per share.  On June 25,  2001,  the
Committee  reviewed  the  options to be granted to our  executive  officers  and
granted 225,000 new options at $0.94 per share.

Dated:  April 26, 2002

                             COMPENSATION COMMITTEE

                           William R. Sweet, Chairman
                           Salvatore J. Caltagirone

Audit Committee

     The Audit Committee of the Board of Directors (the "Committee") is composed
of two  members and  operates  under a written  charter  adopted by the Board of
directors.  The  responsibilities  of the  Committee  are contained in the Audit
Committee  Report.  The Committee  during fiscal year 2000  consisted of Messrs.
Caltagirone  and  Sweet.  Each of the  members is  "independent,"  as defined by
Banner Central Finance Company policy and the National Association of Securities
Dealers,  Inc.  listing  standards.  The Committee held meetings on December 13,
2001 and April 25, 2002.




                                       21






                             Audit Committee Report

     The following Report of the Audit Committee does not constitute  soliciting
material and should not be deemed filed or  incorporated  by reference  into any
other Company  filings under the  Securities Act of 1933 or under the Securities
Act of 1934,  except to the extent we  specifically  incorporate  this Report by
reference.

     The Committee  reports to the Board and is  responsible  for overseeing and
monitoring financial  accounting and reporting,  the system of internal controls
established  by  management  and the audit  process  of Banner  Central  Finance
Company.

     The  Audit   Committee   Charter   adopted   by  the  Board  sets  out  the
responsibilities,  authority and specific duties of the Committee. A copy of the
Committee Charter is attached to this Proxy Statement as Appendix A.

         Pursuant to the charter, the Committee has the following
responsibilities:

-    To monitor the preparation of quarterly and annual financial reports;

-    To review the adequacy of internal control systems and financial  reporting
     procedures with management and independent auditors; and

-    To review the general scope of the annual audit and the fees charged by the
     independent auditors.

     In discharging its oversight  responsibility the Committee has met and held
discussions  with management and Arthur  Andersen LLP, the independent  auditors
for Banner Central Finance Company. Management represented to the Committee that
all consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Committee has reviewed and discussed the
consolidated  financial statements with management and the independent auditors.
The Committee  discussed with the independent  auditors  matters  required to be
discussed by Statement on Auditing Standards No. 61  (Communications  with Audit
Committees).

     The Committee also obtained from the independent  auditors a formal written
statement  describing all  relationships  between Banner Central Finance Company
and  the  auditors  that  bear on the  auditors'  independence  consistent  with
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committee.   The  Committee   discussed  with  the   independent   auditors  any
relationships  that may impact on the firm's  objectivity and  independence  and
satisfied itself as to the auditors' independence.

     Based on these discussions and reviews, the Committee  recommended that the
Board of Directors approved the inclusion of the Company's audited  consolidated
financial  statements in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001, for filing with the Securities and Exchange Commission.


                                       22



     The  Committee of the Board of Directors of BCFN is reviewing the selection
of independent public accountants to audit the financial  statements of BCFN and
its  subsidiaries  for the year ending December 31, 2002, in light of the recent
indictment  of Arthur  Andersen  LLP.  Arthur  Andersen  LLP has audited  BCFN's
consolidated  financial statements annually since 2000. A member of that firm is
expected to be present at the annual meeting, will have an opportunity to make a
statement  if so  desired  and  will be  available  to  respond  to  appropriate
questions.

     Respectfully  submitted  by the  members of the  Committee  of the Board of
Directors:

Dated:  April 26, 2002

                                 AUDIT COMMITTEE

                           William R. Sweet, Chairman
                            Salvatore J. Caltagirone


                                       23




Audit and Related Fees

     Audit  Fees.  The fees  billed  by  Arthur  Andersen  LLP for  professional
services  rendered  in  connection  with  the  audit  of  the  Company's  annual
consolidated  financial  statements for the year ended December 31, 2001 and the
review  of the  consolidated  financial  statements  included  in the  Company's
Quarterly  Reports on Form  10-QSB  for the first  three  quarters  of 2001 were
$59,000.

     Financial Information Systems Design and Implementation Fees. There were no
fees billed by Arthur  Andersen  LLP to the Company  for  financial  information
systems design and implementation for 2001.

     All Other Fees.  There were no fees billed by Arthur Andersen LLP for other
audit-related   services   for  2001.   Fees  billed  to  the  Company  for  non
audit-related  services rendered by Arthur Andersen LLP for 2001, including fees
for tax compliance and tax consulting  services,  were $4,000. All other fees in
the aggregate, including audit-related fees, totaled $63,000.

     The Audit Committee has determined that all non-audit  services provided by
Arthur  Andersen  are  compatible  with  maintaining   Arthur  Andersen's  audit
independence.

                DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD

Proposal 1:  Elect Four Directors

     Our bylaws  provide that the exact  number of directors  will be fixed from
time to time by action of our stockholders or Board of Directors.  The number of
directors currently is three.

     The Board has nominated four directors for election at the annual  meeting.
Each nominee is currently  serving as one of our directors with the exception of
Mr. Cohen.  If you elect them, they will hold office until the annual meeting in
2002 or until their successors have been elected or until they resign.

     We know of no reason why any  nominee may be unable to serve as a director.
If any  nominee  is unable to serve,  your  proxy may vote for  another  nominee
proposed  by the Board,  or the Board may reduce the number of  directors  to be
elected.  If any director resigns,  dies or is otherwise unable to serve out his
term, or the Board  increases  the number of  directors,  the Board may fill the
vacancy until the next annual meeting.




                                       24








                                         Nominees

        Name and Age           Principal Occupation and Business Experience
----------------------------- --------------------------------------------------
                        
Gary M. Cypres           (58) Mr.Cypres has been our Chairman  of the Board,
                              Chief Executive Officer and Chief Financial
                              Officer since our formation.  Mr. Cypres also
                              currently serves as Hispanic Express, Inc.'s
                              Chairman of the Board, Chief Executive Officer
                              and President. Mr.Cypres  has also  served as
                              Central Financial's Chairman of the  Board, and
                              Chief Executive Officer  since its  formation.
                              Mr. Cypres has been Chairman of the Board, Chief
                              Executive Officer, President and Chief Financial
                              Officer of Banner Holdings and Banner's  Central
                              Electric since  February  1991,  Chairman  of the
                              Board and Chief Executive  Officer of Central
                              Rents,Inc. since June 1994 and managing general
                              partner of West Coast since March 1990.  Prior to
                              that, Mr.  Cypres was a general  partner of
                              SC Partners, a private  investment  banking and
                              consulting firm.  From 1983 to 1985, Mr. Cypres
                              was Chief Financial Officer of The Signal
                              Companies.  From 1973 to 1983, Mr. Cypres was
                              Senior Vice President of Finance at  Wheelabrator
                              -Frye  Inc. Mr. Cypres was a member of the Board
                              of Trustees and a faculty  member of The Amos Tuck
                              School of Business at Dartmouth College.

                              Mr.  Cypres will spend that portion of his
                              business time as may be required to oversee
                              our  operations  and to direct or implement our
                              business  strategies.  Mr. Cypres will continue to
                              spend a portion of his business time as the
                              managing  general  partner of West Coast, and
                              as Chairman of the Board and President of Hispanic
                              Express, Inc. See "Certain Relatinships."


Salvatore J.Caltagirone  (59) Mr.  Caltagirone  has been one of our directors
                              since our formation and a director of Central
                              Financial since September  1997.  Mr.  Caltagirone
                              has been retired  since  October  1994.  From the
                              fall of 1990 to October 1994,  he was an  employee
                              of G.M.Cypres & Company.  From  March 1987 to June
                              1990, he was employed as the Managing  Director of
                              Henley Group.


William R. Sweet         (64) Mr. Sweet has been one of our directors  since
                              our formation and a director of Central Financial
                              since  September 1997. In July 1996, Mr. Sweet
                              retired from his position of Executive  Vice
                              President-- Wholesale  Banking at Union Bank of
                              California,  N.A., a position he had held since
                              July 1985. Mr. Sweet  currently  serves as a
                              trustee of CNI Charter Funds.


David Cohen              (58) Mr.  Cohen is a former  Senior  Partner at Arthur
                              Andersen  LLP. He retired in August 2000  after
                              35 years of  service  with  that  organization,
                              including  25 years as a partner.  During his
                              career at Andersen,  he served  eight years as an
                              audit  practice division head in the New York
                              office. In addition, he served as the engagement
                              partner and/or the advisory partner for over 50
                              public companies. Mr.Cohen served for seven years
                              on the Board of Directors of the VITAM Youth
                              Treatment Center in Fairfield County, Connecticut,
                              and served for ten years on the Board of Overseers
                              of the Lemberg Graduate School of Brandeis
                              University.




     The Board  recommends that you vote "FOR" the election of all four nominees
for director.


                                       25



                     INFORMATION ABOUT STOCKHOLDER PROPOSALS

     If you wish to submit proposals to be included in our 2003 proxy statement,
we must receive them, in a form which  complies with the  applicable  securities
laws,  on or before  January 15, 2003.  In addition,  in the event a stockholder
proposal  is not  submitted  to us prior  to March  29,  2003,  the  proxy to be
solicited  by the Board of  Directors  for the 2003 annual  meeting  will confer
authority  on the  holders  of the proxy to vote the shares in  accordance  with
their best  judgment  and  discretion  if the  proposal is presented at the 2003
annual meeting without any discussion of the proposal in the proxy statement for
such meeting.  Please address your proposals to: Banner Central Finance Company,
5480 East Ferguson  Drive,  Commerce,  California  90022,  Attention:  Corporate
Secretary.

                                  ANNUAL REPORT

     Our Annual Report for the fiscal year ended December 31, 2001,  accompanies
this proxy  statement.  The Annual report  contains our  consolidated  financial
statements  and the report  thereon of Arthur  Andersen,  LLP,  our  independent
auditors.


                                 OTHER BUSINESS

     Management knows of no business that will be presented for consideration at
the meeting other than as stated in the notice of meeting.  If other matters are
properly  brought  before  the  meeting,  however,  it is the  intention  of the
proxyholders  to  vote  the  shares  represented  thereby  on  such  matters  in
accordance with the recommendation of the Board of Directors and authority to do
so is included in the proxy.


                                 By order of the Board of Directors,

                                 /s/ Joni Maggio
                                --------------------------------------------
                                Joni Maggio
April 26, 2002                  Assistant Corporate Secretary




                                       26




                                   APPENDIX A
            Charter of the Audit Committee of the Board of Directors

I.       Audit Committee Purpose

     The Audit  Committee  is  appointed  by the Board of  Directors  to provide
     independent  and  objective  oversight  of  the  accounting  functions  and
     internal controls of Banner Central Finance Company.  (the "Company"),  its
     subsidiaries  and affiliates and to ensure the objectivity of the Company's
     financial  statements.  The Committee and the Board shall have the ultimate
     authority and  responsibility to select,  evaluate and, where  appropriate,
     replace the independent  accountants.  The  Committee's  function is one of
     oversight  and  review,  and it is not  expected to audit the  Company,  to
     define  the  scope  of the  audit,  to  control  the  Company's  accounting
     practices,  or to define the  standards  to be used in  preparation  of the
     Company's  financial  statements.  The Audit  Committee  shall  perform the
     following functions:

-    Monitor the  integrity of the  Company's  financial  reporting  process and
     systems of  internal  controls  regarding  finance,  accounting,  and legal
     compliance.

-    Monitor the  independence  and  performance  of the  Company's  independent
     accountants.

-    Provide  an  avenue  of  communication   among   independent   accountants,
     management, and the Board of Directors.

-    Report to the Board of Directors.

-    Encourage  adherence  to, and  continuous  improvement  of,  the  Company's
     policies, procedures, and practices of all levels.

-    Review areas of potential significant financial risk to the Company.

-    Monitor compliance with legal and regulatory requirements.

The Audit Committee has the authority to conduct any  investigation  appropriate
to fulfilling its responsibilities,  and it has direct access to the independent
accountants  and  everyone  in the  organization.  The Audit  Committee  has the
ability to retain, at the Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties.

II.        Audit Committee Composition

The Audit Committee shall be comprised of not less than two directors  appointed
by the  Board of  Directors,  each of whom  shall be  independent  non-executive
directors,  free from any relationship that would interfere with the exercise of
his or her independent judgment. All members of the Committee shall have a basic
understanding  of  finance  and  accounting  and be able to read and  understand
fundamental financial statements or within a reasonable period of time after the


                                       27



appointment  to the  Committee  develop such skills.  At least one member of the
Committee shall have accounting related financial  management expertise or other
comparable  experience or background  sufficient to provide the individual  with
financial  sophistication.  No member of the Committee shall be employed or have
any other relationship with the Company's independent accountants.

In the event that a Committee  member  faces a potential  or actual  conflict of
interest with respect to a matter before the Committee,  that  Committee  member
shall be responsible for alerting the Committee Chair, and in the case where the
Committee Chair faces a potential or actual conflict of interest,  the Committee
Chair shall advise the Chairman of the Board of Directors. In the event that the
Committee  Chair,  or the  Chairman of the Board of  Directors,  concurs  that a
potential  or actual  conflict of interest  exists,  an  independent  substitute
director shall be appointed as a Committee  member until the matter,  posing the
potential or actual conflict of interest, is resolved.

III.       MEETINGS

If an Audit  Committee  Chair is not  designated or present,  the members of the
Committee may designate a Chair by majority  vote.  The Committee  members shall
meet at least four times annually, or more frequently as circumstances  dictate.
The Audit  Committee  Chair  shall  prepare or  approve,  as the case may be, an
agenda in advance of each  meeting.  The  Committee  should  meet  privately  in
executive   session  at  least  annually  with   management,   the   independent
accountants,  and as a Committee to discuss any matter that the Committee or any
of these groups believe should be discussed.

A quorum of the  Committee  shall be declared  when a majority of the  appointed
members of the Committee are in  attendance.  Meetings shall be scheduled at the
discretion of the Chair. Notice of the meetings shall be provided at least three
days in advance. The Committee may ask members of management or others to attend
the meeting and provide pertinent information as necessary.

The Committee shall maintain minutes of the meetings and periodically report to
the Board of Directors on significant activities.

IV.        Audit Committee Responsibilities and Duties

1.   Charter.  Review  and  reassess  the  adequacy  of this  Charter  at  least
     annually. Submit the charter to the Board of Directors for approval
     and have the document  published  at least every three years in  accordance
     with Securities and Exchange Commission ("SEC") regulations.



2.   Financial Disclosure Documents.  Review with management and the independent
     accountants the Company's  financial  disclosure  documents,  including all
     financial statements and reports filed with the SEC or sent to stockholders
     and,  following  the  satisfactory  completion  of  each  year-end  review,
     recommend to the Board of Directors the inclusion of the audited  financial
     statements in the Company's  filing on Form 10-K.  The review shall include
     any significant  problems and material disputes between  management and the
     independent  accountants and a discussion with the independent  accountants
     out of  management's  presence of the quality of the  Company's  accounting
     principles  as  applied  in its  financial  reporting,  the  clarity of the
     Company's   financial   disclosures   and  degree  of   aggressiveness   or
     conservatism  of  the  Company's   accounting   principles  and  underlying
     estimates,  and a frank and open discussion of other significant  decisions
     made by management in preparing  the financial  disclosure  and reviewed by
     the independent accountants.


                                       28



3.   Quarterly Reports.  Review with management and the independent  accountants
     the  Company's   quarterly   financial   statements   prior  to  filing  or
     distribution.  Discuss any significant changes to the Company's  accounting
     principles and any items  required to be  communicated  by the  independent
     accountants  in  accordance  with SAS 61.  The Chair of the  Committee  may
     represent the entire Audit Committee for purposes of this review.



4.   Internal  Control  Systems.   In  consultation   with  management  and  the
     independent accountants,  the Committee shall consider the integrity of the
     Company's financial reporting process and controls to ensure reliability of
     the financial  reporting and compliance with  applicable  codes of conduct,
     laws  and  regulations.   Review  significant   findings  prepared  by  the
     independent accountants together with management's responses.



5.   Oversight of Independent Accountants.  Evaluate the independent accountants
     on an  annual  basis  and  where  appropriate  recommend  to the  Board  of
     Directors the need for replacement of the independent accountants.  In such
     evaluation,  the Committee  shall ensure that the  independent  accountants
     deliver  to the  Committee  a  formal  written  statement  delineating  all
     relationships  between the accountants and the Company.  The Committee also
     shall  engage  in a  dialogue  with the  accountants  with  respect  to any
     disclosed  relationships  or services that may impact the  objectivity  and
     independence  of  the  independent  accountants  and  in  response  to  the
     independent  accountants'  report  take,  or  recommend  that the  Board of
     Directors  take,  appropriate  action to satisfy itself of the  independent
     accountants' independence.



6.   Compensation. Approve fees and other significant compensation to be paid to
     the independent accountants.



7.   Plan of Audit. Consult with the independent  accountants regarding the plan
     of audit, including scope and staffing. The Committee also shall review the
     independent accountants' report on the audit and review with management the
     independent accountants' suggested changes or improvements in the Company's
     accounting practices or controls.


                                       29



8.   Accounting  Principles and Disclosure.  Review significant  developments in
     accounting  rules.  The Committee shall review with management  recommended
     changes in the Company's methods of accounting or financial statements. The
     Committee  also  shall  review  with  the   independent   accountants   any
     significant  proposed  changes  in  accounting   principles  and  financial
     statements.  Discuss certain  matters  required to be communicated to audit
     committees in accordance with AICPA SAS 61.



9.   Consultation with Legal Counsel.  On at least an annual basis,  review with
     the  Company's  counsel,  any legal  matters that could have a  significant
     impact on the Company's financial  statements,  or the Company's compliance
     with applicable laws and regulations,  and any inquiries  received from the
     regulators or governmental agencies.



10.  Report  to  Shareholders.  Annually  prepare a report  to  shareholders  as
     required by the SEC. The report shall be included in the  Company's  annual
     proxy statement.



11.  Adequacy of Personnel.  Review  periodically  the adequacy of the Company's
     accounting, financial and auditing personnel resources.



12.  Risk Management.  Review and evaluate risk management  policies in light of
     business  strategy,  capital  strength,  and overall  risk  tolerance.  The
     Committee also shall evaluate on a periodic basis the Company's investments
     and derivatives risk management policies,  including the internal system to
     review  operational  risks,   procedures  for  derivatives  investment  and
     trading, and safeguards to ensure compliance with procedures.



13.  Tax Policies. Review periodically the Company's tax policies,  reserves and
     pending audits or assessments.



                                       30


Revocable Proxy       BANNER CENTRAL FINANCE COMPANY           Revocable Proxy
                Anual Meeting Of Stockholders -- June 4, 2002
              This Proxy Is Solicited By The Board Of Directors

     The  undersigned  stockholder(s)  of Banner Central Finance  Company.  (the
"Company")  hereby  nominate(s),   constitute(s)  and  appoint(s)  Salvatore  J.
Caltagirone, Gary M. Cypres, William R. Sweet, and David Cohen and each of them,
the  attorney,  agent  and  proxy  of  the  undersigned,   with  full  power  of
substitution, to vote all stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of  Stockholders of the Company (the "Meeting") to
be held at the  Company's  corporate  headquarters,  5480 East  Ferguson  Drive,
Commerce,  California  90022 at  10:00  a.m.,  Tuesday,  June 4,  2002,  and any
adjournments  thereof,  as  fully  and with the same  force  and  effect  as the
undersigned might or could do if personally present thereon, as follows:

1. Election Of Directors.

[ ] FOR all the nominees listed below   [ ]WITHHOLD AUTHORITY
(except as marked to the contrary below)   to vote for all nominees listed below

   Salvatore J. Caltagirone, Gary M. Cypres, William R. Sweet and David Cohen

   Instruction: To withhold authority to vote for any individual nominee, write
                that nominee's name in the space provided below.

--------------------------------------------------------------------------------
2.   Other Business.  In their  discretion,  the  proxyholders are authorized to
     transact such other  business as may properly come before the Meeting,  and
     any adjournment or adjournments thereof.

     The Board of Directors recommends a vote "FOR" the election of the Board of
Directors' nominees listed.

                      Please Sign and Date on Reverse Side



                                       31






                    (Continued from Front Side of Proxy Card)

     This  Proxy will be voted  "FOR" the  election  of the Board of  Directors'
nominees  unless  authority  to do so is  withheld.  If any  other  business  is
presented  at the  Meeting,  this Proxy  shall be voted by the  proxyholders  in
accordance with the recommendations of a majority of the Board of Directors.

     The  undersigned  hereby  ratifies and confirms all that said attorneys and
proxyholders,  or any of them, or their substitutes,  shall lawfully do or cause
to be done by virtue hereof,  and hereby revokes any and all proxies  heretofore
given  by the  undersigned  to  vote  at the  Meeting.  The  undersigned  hereby
acknowledges  receipt of the Notice of Annual  Meeting  and the Proxy  Statement
accompanying said notice.

                                             Date: ___________, 2002


                                             ---------------------
                                                    Signature

                                             ---------------------
                                                    Signature

                                             NOTE: Please date this Proxy and
                                                   sign your name exactly as
                                                   it appears on your stock
                                                   certificates. Executors,
                                                   administrators, trustees,
                                                   etc., should give their full
                                                   titles. All joint owners
                                                   should  sign.

                                                   I (we) [ ] do   [ ] do not
                                                   expect to attend the Meeting.


 PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE
                           PREPAID ENVELOPE PROVIDED.