PURCHASE AGREEMENT

     THIS PURCHASE AGREEMENT made this 6th day of December, 1995, by and between
CHARLIE FALK'S AUTO WHOLESALE, INCORPORATED (hereinafter referred to as "CFAW"),
a Virginia  corporation,  and  AUTOINFO  FINANCE OF  VIRGINIA,  INC., a Virginia
corporation (hereinafter referred to as "AI FINANCE").

                                   WITNESSETH:

     WHEREAS,  CFAW is in the business of selling automobiles and other vehicles
(collectively, the "Vehicles") to retail customers; and

     WHEREAS,  AI FINANCE is in the business of  purchasing  retail  installment
contracts secured by Vehicles; and

     WHEREAS,  CFAW  desires to offer to sell to AI FINANCE,  upon the terms and
conditions  set forth in this  Agreement,  retail  installment  sale  contracts,
security  agreements,  chattel  mortgages  and/or other such title retention and
lien  instruments  (hereinafter  collectively  referred  to as  "Contracts"  or,
singularly,  as a  "Contract")  which  relate  to the sale by CFAW at  retail of
Vehicles; and

     WHEREAS,  AI FINANCE  desires to purchase  from time to time certain of the
Contracts  acceptable  to it in  its  sole  discretion  as  set  forth  in  this
Agreement; and

     WHEREAS,  CFAW and AI  FINANCE  wish to set forth the terms and  conditions
upon which CFAW will offer and sell certain of the Contracts and AI FINANCE will
purchase certain of the Contracts, all as set forth herein.

     NOW, THEREFORE, it is hereby agreed as follows:

          1. Term. The term of this Agreement  shall be for a period of ten (10)
years commencing on the date first written above (the "Term").

          2. Fee. In  consideration  for CFAW  entering  into this  Agreement AI
Finance shall pay to CFAW on the date hereof the sum of One Million Five Hundred
Thousand ($1,500,000) Dollars.

          3.  Obligation  to Offer  Contracts to AI FINANCE.  During the Term of
this Agreement,  CFAW shall  exclusively  offer at least ninety (90%) percent of
the




Contracts  it enters into or acquires  to AI FINANCE  for  purchase.  CFAW shall
provide AI FINANCE with all reasonable documentation necessary for AI FINANCE to
evaluate  each such Contract in accordance  with the "Credit  Criteria"  annexed
hereto as Exhibit A (the "Credit Criteria"). In the event that AI FINANCE elects
not to purchase any  Contract,  CFAW shall have the right to offer such Contract
for purchase by third parties;  provided,  however, that AI FINANCE shall have a
right of first refusal to purchase any such  Contract it previously  elected not
to purchase, on the same terms and conditions that a third party has proposed to
purchase  such  Contract,  upon two (2) business days notice to it in writing of
CFAW's intent to sell such  Contract.  CFAW shall provide AI FINANCE with a copy
of its monthly  sales log, in arrears,  on or before the  fifteenth  day of each
month during the Term. 

          4.  Obligation of AI FINANCE.  AI FINANCE shall  consider and evaluate
each  Contract  presented  to it by CFAW  in a  commercially  reasonable  manner
consistent  with past practice,  and AI FINANCE shall advise CFAW within two (2)
business  days from its receipt of all  reasonable  documentation  necessary  to
evaluate a Contract  whether it elects to  purchase  such  Contract.  AI FINANCE
shall purchase at least eighty-five (85%) percent of the Contracts  presented by
CFAW which are in strict  compliance  with the Credit  Criteria  (a  "Conforming
Contract").  AI FINANCE shall provide CFAW with an aging report of  Down-Payment
Notes (as herein  defined) on the first and  fifteenth  day of each month during
the Term.

          5. Terms of Purchase.

          (a) Upon the acceptance by AI FINANCE of a Contract,  CFAW shall sell,
transfer  and assign to AI FINANCE all of its rights,  title and interest in and
to such  Contract  together  with any notes,  guarantees,  security  agreements,
chattel mortgages and other instruments associated with the Contract, all moneys
due under  the  Contract  and all of  CFAW's  rights  and  remedies  under or in
connection  with the Contract.  The assignment and transfer  hereunder shall not
constitute an assignment of CFAW's obligations as a seller of the automobiles.

          (b) The Purchase  Price for each  Contract  purchasable  by AI FINANCE
hereunder  shall be the lesser of (i) the sum of (a) eighty (80%) percent of the
face value of such Contract  after  deducting any fees charged for taxes,  title
and transfer (the 


                                       2


"TTT  Charges")  and (b)  100% of the TTT  Charges;  or (ii) the sum of (a) five
hundred  fifty-two  ($552.00) dollars above the clean wholesale Black Book value
of the Vehicle  underlying  the  Contract  and (b) 100% of the amount paid for a
CFAW warranty product on the Vehicle, if any. The face value of the Contract may
include  warranty  products  included in the  Contract  based upon a schedule of
retail  prices for such  products to be agreed  upon by the parties  hereto on a
periodic  basis (the  present  retail  price for the CFAW  warranty is $690.00);
provided, however that the value of the CFAW warranty shall be excluded from the
Purchase Price under (i) and (ii) above if, in AI FINANCE's  reasonable opinion,
CFAW  is  not  providing  adequate  warranty  service.  All  conveyances  of the
Contracts and Documents (as herein defined),  as contemplated  herein,  shall be
effective upon payment of the Purchase Price.

          (c) In the event that AI  FINANCE  purchases  a  Contract  for which a
down-payment  was  tendered in the form of a  promissory  note (a  "Down-Payment
Note"), then AI FINANCE shall, in addition to purchasing the Contract,  purchase
the Down-Payment Note for eighty (80%) percent of its face value. CFAW may never
hold any commercial  paper or other debt  instruments  of any nature  whatsoever
(including  but not limited to warranty and TTT notes) on a Vehicle with respect
to which AI FINANCE  purchased the  Contract.  No  Down-Payment  Note which CFAW
enters into shall (a) be for a term greater  than ninety (90) days;  (b) be in a
principal amount greater than $1,000.00; or (c) bear interest. All late fees and
other charges due pursuant to a Down-Payment  Note  transaction  shall be due to
and for the benefit of AI FINANCE.

     6. Purchase  Documentation.  The Contracts purchased by AI FINANCE shall be
evidenced by the  documents  (the  "Documents")  set forth in Exhibit B attached
hereto.  The Documents  shall be executed and delivered and otherwise be in form
and content  satisfactory  to AI FINANCE and CFAW. The assignment and conveyance
of the Contracts shall be in the form of Exhibit C attached hereto.

     7. Repurchase Obligations of CFAW. All Conforming Contracts purchased by AI
FINANCE hereunder,  or purchased by Falk Finance Company,  Inc. ("FFC") prior to
the date hereof,  shall be subject to a full repurchase  obligation by CFAW (the
"Repurchase  Obligation")  at all times prior the payment by the borrower of ten
(10%)  percent of the cash price of the  Vehicle  (as set forth on line 1 of the
Buyer Sheet) (i.e.,  if a ten (10%)  percent cash  down-payment  is made,  there
shall be no Repurchase  Obligations pursuant to thisParagraph,  but if less than
ten (10%) percent is tendered as a down-payment  in either (i) cash, (ii) actual
cash value of a  trade-in,  or (iii) as a result of  payments  made  pursuant to
Down-Payment  Notes,  then the  Contract  shall  be  subject  to the  Repurchase
Obligation until the full ten (10%) percent has been actually paid). Pursuant to
its Repurchase Obligation, CFAW shall repurchase each and every Contract subject
thereto  for a price  equal to one  hundred  (100%)  percent of the  outstanding
principal  balance due pursuant to (a) the  Contract,  and (b) the  Down-Payment
Note, if  applicable;  plus eighty (80%) percent of the prorated  portion of any


                                       3


warranty  product  included  in such  Contract  (collectively,  the  "Repurchase
Price");  provided,  however,  that the Repurchase  Price shall never exceed the
amount  originally  paid to CFAW by AI FINANCE (or FFC) in connection  with such
Contract.   All  Contracts  subject  to  the  Repurchase   Obligation  shall  be
repurchased  for cash by CFAW  immediately  upon  presentation  of the  transfer
documentation  set forth on Exhibit D hereto by AI FINANCE and physical  receipt
of the Vehicle underlying the Contract, following a default under such Contract.
For the  purposes of this  Agreement  "actual  cash value" shall mean the amount
actually  realizable upon the disposition of a Vehicle.  From and after the date
hereof,  the  Repurchase  Obligation  with  respect  to any  Contract  shall  be
evidenced by CFAW's acknowledgment thereof on the Contract.

     8. Recourse  Obligations  of CFAW.  All  Contracts  purchased by AI FINANCE
which  do  not  strictly  conform  to the  Credit  Criteria  (a  "Non-Conforming
Contract")  shall  be full  recourse  to CFAW  during  any  period  in  which an
outstanding  balance  remains  due and owing under such  Contract  (a  "Recourse
Obligation").  Additionally,  CFAW acknowledges that certain Contracts purchased
by FFC prior to the date  hereof are  recourse  to CFAW as  evidenced  by CFAW's
acknowledgment  thereof on such Contracts.  Pursuant to its Recourse Obligation,
CFAW shall,  upon a default under each such Contract subject thereto,  pay to AI
FINANCE  an  amount  equal to one  hundred  (100%)  percent  of the  outstanding
principal  balance due pursuant to (a) the  Contract,  and (b) the  Down-Payment
Note, if  applicable,  plus eighty (80%) percent of the prorated  portion of any
warranty  product  included  in  such  Contract  (collectively,   the  "Recourse
Amount");  provided,  however,  that the Recourse  Amount shall never exceed the
amount  originally  paid to CFAW by AI FINANCE (or FFC) in connection  with such
Contract.  The  payment  of a  Recourse  Amount  shall  be  made in cash by CFAW
immediately upon presentation of the transfer documentation set forth on Exhibit
D hereto by AI FINANCE,  following a default under such Contract.  If AI FINANCE
is willing to purchase a Non-Conforming  Contract  pursuant to the provisions of
this  Paragraph it shall advise CFAW thereof.  In such event CFAW may either (a)
accept the recourse nature of the transaction,  or (b) withdraw the Contract for
purchase  consideration by AI FINANCE and offer it to unaffiliated third parties
for  purchase;  provided,  however,  that AI FINANCE shall have a right of first
refusal to purchase any such  Contract on the same terms and  conditions  that a
third party has proposed to purchase such  Contract,  upon two (2) business days
notice to it in writing of CFAW's intent to sell such  Contract.  From and after
the date hereof, CFAW's recourse obligation with respect to a Contract purchased
shall be evidenced by CFAW's acknowledgment thereof on the face of the Contract.

     9.  Remarketing  Services.  AI  FINANCE  may  offer to CFAW the  option  to
purchase  any  Vehicle  repossessed  by AI FINANCE  which  relates to a Contract
purchased by FFC or AI FINANCE.  Upon  repossession,  AI FINANCE  shall make the
repossessed Vehicle available to CFAW for inspection.  CFAW shall have seven (7)
business  days in which to advise AI FINANCE  whether it elects to purchase such
Vehicle. If CFAW elects not to purchase the Vehicle,  and such Vehicle is stored
on a CFAW lot,  then AI FINANCE shall have seven (7) business days to remove the


                                       4


Vehicle from CFAW's lot, during which time it shall be stored without charge. In
the event CFAW elects to purchase  the  Vehicle,  it shall pay to AI FINANCE for
each Vehicle purchased by it one hundred (100%) percent of the average wholesale
Black Book value, mileage adjusted, as of the date of repossession. Such payment
shall be made on the earlier of (i) the date the Vehicle is  actually  sold,  or
(ii) the seventy-fifth (75th) day following CFAW's acceptance of the Vehicle for
purchase.  Each of AI FINANCE and CFAW acknowledge that as the date hereof there
is an inventory of  automobiles of AI FINANCE (or FFC) which are located on CFAW
lots.  CFAW shall have ten (10) business days from the date of this Agreement in
which to advise AI FINANCE  whether it elects to purchase each such Vehicle.  If
CFAW elects not to purchase  any such  Vehicle,  and such Vehicle is stored on a
CFAW lot,  then AI  FINANCE  shall  have ten (10)  business  days to remove  the
Vehicle from CFAW's lot,  during which time it shall be stored  without  charge.
With respect to each Vehicle CFAW elects to purchase, it shall pay to AI FINANCE
with respect to such Vehicle one hundred (100%) percent of the average wholesale
November 1995 Black Book value, mileage adjusted.  Such payment shall be made on
the  earlier  of (i) the  date  the  Vehicle  is  actually  sold,  or  (ii)  the
one-hundred twentieth (120th) day following CFAW's acceptance of the Vehicle for
purchase. CFAW shall provide AI Finance on a weekly basis during the Term hereof
with a list reflecting all Vehicles held by CFAW for resale.

     In the event  that AI  FINANCE  elects  to have CFAW sell for AI  FINANCE a
vehicle  at the CFAW  auction,  then AI  FINANCE  shall pay to CFAW  $120.00  in
connection with the storage of such vehicle. In the event that AI FINANCE elects
to have CFAW sell a Vehicle for AI  FINANACE  at an auction  other then the CFAW
auction then AI FINANCE  shall pay to CFAW ten (10%) percent of the strike price
at such  auction  as a  handling  and  commission  fee,  plus  $25.00  for local
transportation  of the  Vehicle.  No other fees or amounts  shall be due from AI
FINANCE to CFAW (or any affiliated  party) in connection with the remarketing of
Vehicles.

     10.  Collection  Agent.  CFAW  shall  during  the  Term  hereof,  upon  the
reasonable  request  of  AI  FINANCE,  without  charge,  accept  payments  on AI
FINANCE's  behalf on account of  Contracts  purchased  hereunder or purchased by
FFC. AI FINANCE shall provide CFAW with all forms, logs and other  documentation
necessary to perform this  service.  CFAW's sole  obligation  shall be to accept
such payments and use  reasonable  commercial  efforts to safeguard the payments
until they are collected  daily by AI FINANCE.  Except upon written  instruction
for AI FINANCE, CFAW shall not deposit any such payments.

     11. Modification of Credit Criteria.  AI FINANCE shall have the right, from
time to time during the Term,  upon written notice to CFAW, to reasonably  amend
the Credit Criteria if AI FINANCE's first lien loss ratio exceeds 22.39%.

     12.  Representations of CFAW. CFAW represents and warrants to AI FINANCE as
follows:


                                       5


          (a) CFAW is a corporation duly organized, validly existing and in good
standing  under the laws of the  Commonwealth  of Virginia and has the corporate
power and is duly qualified to carry on its business as it is now conducted.

          (b) The execution,  delivery and performance of this Agreement and all
documents  related  thereto  by CFAW and the  consummation  of the  transactions
contemplated herein have been duly and validly authorized by CFAW.

          (c) This Agreement is a valid,  binding and enforceable  obligation of
CFAW enforceable  against CFAW in accordance with its terms except to the extent
such enforceability may be limited by applicable  bankruptcy or insolvency laws,
or creditor rights generally.  The consummation of the transaction  contemplated
by this  Agreement  will not result in a breach of any term or  provision of the
Articles of  Incorporation or Bylaws of CFAW or result in the breach of any term
or provision of, or conflict with or constitute an event of default  under,  any
agreement,  document or instrument to which CFAW or its property is subject. The
execution and delivery of this Agreement and the  performance of the transaction
contemplated  by this  Agreement  will not result in the  violation  of any law,
rule,  regulation,  order,  judgment or decree to which CFAW or its  property is
subject.

          (d) There is no action, suit,  proceeding or investigation pending or,
to the knowledge of CFAW, threatened against or affecting CFAW before any court,
arbitrator or  administrator  of a government  body which would or may result in
any material adverse change in the business, properties or condition of CFAW, or
which might otherwise affect the  collectibility  of any of the Contracts or the
Documents.

          (e)  With  regard  to each  Contract  sold  hereunder,  the  Contract,
including  the related  Documents,  is, and will be, legal,  valid,  binding and
enforceable in accordance with its terms (except as such  enforceability  may be
limited by bankruptcy,  insolvency or similar laws affecting the  enforceability
of  creditors'   rights  generally  and  by  equitable   principles  of  general
applicability)  and is and  will  remain  free  of  all  claims,  counterclaims,
disputes and offsets; the Contract and related Documents delivered to AI FINANCE
will contain the entire agreement of the parties thereto;  to the best of CFAW's
knowledge,  the Contract and the property and/or services therein described will
comply with all applicable laws and regulations;  AI FINANCE's security interest
in the property  specified in the Contract will be a duly  perfected,  valid and
enforceable first priority security interest in such property; and the insurance
covering the  property  specified in the Contract is, and will be, in full force
and effect.

          (f) CFAW has full title and right to sell and assign the Contracts and
Documents and such Contracts and Documents  are, and will be,  conveyed free and
clear of all liens and encumbrances whatsoever.


                                       6


     13.  Indemnification.  CFAW will  indemnify,  defend and hold  harmless  AI
FINANCE from any and all losses  (including,  without  limitation,  inability to
collect the amount  outstanding under any contract),  damages,  costs, fines and
expenses,  including reasonably  attorneys' fees arising out of whether incurred
in  connection  with third  party  claims and  defenses  or in  connection  with
enforcing this  Agreement),arising out of (i) any claim, defense,  counterclaim,
dispute,  action or  proceeding  brought or alleged on account of any  warranty,
express or implied, agreement or undertaking either made or alleged to have been
made by CFAW or any other person or firm in connection with the sale,  servicing
or repair of the subject matter of any Contract, or (ii) any failure (whether or
not known to CFAW) of any Contract or the property or services therein described
to comply with all applicable laws ad  regulations;  and (iii) any breach of any
agreement,  representation  or  warranty  made by CFAW  herein or in the form of
Assignment attached hereto in Exhibit C. The indemnification provided for herein
shall not be limited to the outstanding  balance under the Contracts,  but shall
include all losses,  damages,  costs,  fines and expenses incurred by AI FINANCE
and  shall  be   entitled   to  assume  the  defense  of  any  claim  for  which
indemnification is provided under this Agreement, using counsel selected by CFAW
and approved by AI FINANCE,  which approval shall not be unreasonably  withheld.
These  indemnification  rights  shall be in  addition  to all other  rights  and
remedies  under this  Agreement  including  without  limitation  any right of AI
FINANCE to require that CFAW repurchase a Contract.

     14.  Covenant  Relaxation  Provisions.  In the  event AI  FINANCE  fails to
purchase  eighty-five (85%) percent of the Conforming Contracts offered to it in
any calendar  month during the Term  hereof,  and fails to purchase  eighty-five
(85%) of the  Conforming  Contracts  in each of the  following  two (2) calendar
months (a "AI FINANCE Non-Performance  Event"), then the covenant not to compete
(the "Covenant") contained in the Asset Purchase Agreement of even date herewith
between,  inter alia, AI FINANCE and FFC (the "Asset Purchase  Agreement") shall
be modified and  reformed as follows.  If the AI FINANCE  Non-Performance  Event
occurs  during a period when Charles E. Falk,  Sr. is a guarantor of the "Finova
Debt" (as defined in the Asset Purchase Agreement) (the "Guarantee  Obligation")
then the Covenant shall terminate with respect to Charles E. Falk, Sr.,  Charles
E. Falk,  Jr.,  and any entity  controlled  by either of them  (collectively,  a
"Related  Party").  If the AI FINANCE  Non-Performance  Event occurs  during the
first five (5) years of the Term hereof and the Guarantee Obligation has ceased,
then the Covenant shall be modified to permit CFAW to offer Conforming Contracts
to a Related  Party  without  first  offering  such  Contracts  to AI FINANCE as
required pursuant to the terms of this Agreement  (provided,  however,  that all
other  provisions of the Covenant shall continue in full force and effect except
to  the  extent   necessary  to  permit  the  foregoing).   If  the  AI  FINANCE
Non-Performing  Event occurs  after the fifth year of the Term hereof,  then the
Covenant shall terminate with respect to any Related Party.

     15.  Set-Off.  AI  FINANCE  shall  have the right to  set-off  against  the
purchase  price of any  Contract  any amounts then due and owing from CFAW to AI
FINANCE  


                                       7


hereunder. Notwithstanding the foregoing, prior to setting off any amount due to
it, AI Finance  shall request in writing from CFAW any amount then due and owing
to AI Finance,  which shall be paid by CFAW within five (5) days of such notice.
AI Finance shall have the absolute right to withhold  payment to CFAW on account
of any Contract as long as CFAW owes AI FINANCE any amounts hereunder.

     16.  Miscellaneous.  (a) This Agreement and the Exhibits referred to herein
constitute the entire Agreement  between the parties with respect to the subject
matter  hereof,  and all prior  understandings,  whether  written or oral,  with
respect to such subject matter are superseded by this Agreement. No modification
or variation of this Agreement  shall be deemed valid unless made in writing and
signed by both CFAW and AI FINANCE. The terms of this Agreement shall control in
the  event  of any  inconsistency  between  the term of this  Agreement  and any
preprinted terms of assignment that may appear on a Contract form.

                          (b) This Agreement  shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia.

                          (c) This Agreement shall be binding upon any successor
or assignee of CFAW or any successor or assignee of any  significant  portion of
CFAW's business  whether by stock purchase,  asset transfer,  joint venture,  or
otherwise.

                          (d) Each  obligation of CFAW hereunder which exists as
of the date that the Term expires shall survive such termination until each such
obligation is performed or terminates as a matter of fact.

                          (e) For the purposes of this Agreement, any obligation
of CFAW shall be deemed to be an obligation  of CFAW and any company  controlled
by,  controlling  or under  common  control  with CFAW.  WITNESS  the  following
signatures:

                              CHARLIE FALK'S AUTO WHOLESALE
                              INCORPORATED


                              By:
                                 -----------------------------------


                              AUTOINFO FINANCE OF VIRGINIA,INC.


                              By:
                                 -----------------------------------


                                       8


                                    EXHIBIT A

                                      Newco
                                 Credit Criteria
                                  October 1995

                            SECTION I - GENERAL TERMS

     Contracts financed by Newco must meet the following conditions:

1.   Rate:  All  contracts  must be  written  with a  target  interest  rate  of
twenty-four (24%) percent. Newco will earn interest using the Rule of 78's as it
relates to customer accounts.

2.   Eligible:  Newco will finance cars, vans, and trucks that are no older than
eight model years and Warranty Contracts. Currently this includes 1988 and newer
models.

3.   Terms:  The maximum  term for the  current  model year and four prior years
will be 48 months.  Currently  1994 is one year old, 1993 is two years old, 1992
is three years old and 1991 is four years old.  The maximum term for model years
five years old or greater shall be 42 months.

4.   Minimum Down Payment:  The minimum down payment is 10% of the Cash Price of
the  vehicle,  but not less than $500 (as  reflected  on line one of the  Buyers
Order Sheet).  However,  Newco may require an additional down payment  depending
upon the strength of the individual transaction.

            The Downpayment may consist of:

                 - Cash.

                 - Trade - Ins:  Newco will use Black Book Used Car Market Guide
                 or appraisal report (ACV),  whichever is less, to determine the
                 acceptable  value for a trade-in.  The  appraisal  report (ACV)
                 must be realizable by CFAW.




                 - Downpayment  Notes:  With a term no  longer than 90 days from
                 sale of car and not to exceed $1,000.00.

5. Payment Due Date: A maximum of 45 days from Date of Contract is acceptable.

6. Casualty  Insurance:  Casualty  insurance cannot be financed in the contract.
The borrower must provide  evidence of insurance  coverage to Newco,  Newco will
accept a maximum of $250.00 comprehensive and collision deductible.

          The borrower must provide:

          1.   A signed  agreement to provide  insurance  and evidence of a pre-
               existing policy on which the new vehicle is to be added; or

          2.   A signed  agreement to provide  insurance which lists:  insurance
               company name, company agent, address, and phone number; and

          3.   All casualty  insurance will be verified prior to delivery of the
               vehicle.

          Vehicle  must be covered by Physical  Damage  Insurance at the time of
          contract funding.

7. Warranty  Contracts:  Warranty  Contracts are an approved product that can be
financed in the contract.  The maximum  amount  financed will be $690.00.  If an
approved Warranty Contract is written in the contract, the cost of that Warranty
Contract  will be deducted  from the  contract  proceeds  and  forwarded  to the
Carrier unless the premium is verified by the Carrier as paid.

8. LA&H Insurance: LA&H Insurance is an approved product that can be financed in
the contract.  If LA&H is written in the contract,  Newco will either deduct the
Premium  from the  proceeds  and  forward the premium to the Carrier or directly
verify with the Carrier that the premium has been paid.

9.  Certificates  of Ownership:  Newco will hold the original titles to vehicles
and immediately return them upon the account being paid off.


                                       2


                                   SECTION II
                               BORROWERS' PROFILE

         Newco will consider potential borrowers including:
               1.  First Time Borrowers.
               2.  Military (Must be on allotment) (Officers no allotment).
               3.  Borrowers with some derogatory credit.
               4.  Borrowers with a prior bankruptcy.
               5.  Borrowers with a prior repossession and foreclosures.

Borrowers must meet the following minimum requirements:

1. Residence: Minimum one (1) year at residence or three (3) years in the area.

2.  Employment:  Minimum  one (1) with  employer  or three (3) years  employment
history. Will consider the following exceptions:

               1. Recent college graduates.
               2. Transferees.
               3. Military.

3. Expense Ratio:  Expense ratio must be 70% or less of verified  take-home pay.
There must be at least $300 in  disposable  income after the payment of the auto
payment and family expenses.

   Include as expenses:

               1.   Anticipated auto payment.

               2.   Auto insurance.

               3.   Rent and utilities.

               4.   $150 for each adult dependent and $75 for each child.

               5.   Bills on credit bureaus and other disclosed debts which have
                    scheduled monthly payments.  Payment on credit card balances
                    are estimated at 5% of the account balance.


                                       3


4. Minimum Take Home Pay:

                     Non-Military      Military        Unmarried Living
                     ------------      --------        ----------------
                                                         with Parent
                                                         -----------
Single Person           $900.00         $1,000             $800.00
Married Couple         $1,200.00        $1,300

     The borrowers car payment cannot exceed 25% of their combined take home pay
with discretion used for first time borrowers and unmarried living at home.

5.  Co-borrowers/Co-signers:  For those who apply for joint credit or individual
credit,  with a co-signer,  both borrowers and/or co-signer must sign the credit
application and the sales contract.

          Co-signers  are  acceptable  to offset  weak  credit  characteristics,
          however,  primary borrower must have sufficient  income to service the
          loan  being  requested.  Co-signers  must have an  established  credit
          history in order to qualify as a co-signer.

          Co-signers must sign Federal co-signer letter if not spouse.

6. Credit  History:  (a) A borrower with prior negative credit may be considered
if:

                     (i) Current delinquencies are justified.

                    (ii) Outstanding liens,  judgments and charge-offs are older
                         than five (5) years and less than $500.

                    (iii)Medical and other  collections under $500 or older than
                         5 years which are currently in dispute will be excluded
                         provided there is a reasonable  explanation written and
                         signed by the Buyer.

     * Justifiable  exceptions will be considered and are defined as: an account
     where  there has been a  legitimate  dispute or where  there is evidence to
     indicate  that  the  creditor  is in error  or it has  been  verified  that
     customer has made and kept  arrangements  with creditor.  When a borrower's
     profile does not strictly adhere to the Credit Criteria, Newco will require
     recourse to the dealer.


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                     (b) Prior Bankruptcies.

                     (i) Must be discharged.

                    (ii) No borrowers  currently in bankruptcy,  without trustee
                         approval.

                    (iii)No  derogatory   credit  since  date  of  discharge  of
                         bankruptcy.

                     (c) Tax Liens.

                     Consideration  will be given to applicant with State and/or
                     Federal  Tax Liens  over  $500;  will  require  review  and
                     management sign off.

7. Military: Allotment is Mandatory (Officers excepted).

     A copy of the executed  Allotment  Authorization form and the first payment
must accompany the contract package submitted for contract funding.  (Borrower's
check post-dated to the contractual payment date is acceptable).

8.  Self-Employed:  One of the major  considerations  in  analyzing  the  credit
profile of our borrowers is the stability of employment and the stability of the
borrowers income.

     For  self-employed the following  information  should be submitted with the
credit application:

     A.   Copy of last years  business tax returns (full and  completed  returns
          including Schedule "C" or K-l's).

     B.   Copy of the Business License.

     C.   Income must be verifiable.


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