AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

            THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the
"Agreement"), dated as of April 4, 1997, is made between TFC ENTERPRISES, INC.,
a Delaware corporation (the "Company") and GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation ("GECC") and amends and restates that certain
Registration Rights Agreement, dated as of December 20, 1996 between the Company
and GECC and does not constitute a novation.

                                    RECITALS:

            A. THE Finance Company ("TFC"), a Virginia corporation and
subsidiary of the Company, entered into a certain Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement, dated as of December
20, 1996 (the "Loan Agreement"), whereby, among other things, GECC agreed to
make loans to TFC pursuant to the terms thereof, and which agreement is
guaranteed by the Company.

            B. As consideration for GECC entering into the Loan Agreement, the
Company issued to GECC a certain Warrant to Purchase Common Stock, dated
December 20, 1996, (including any divisions thereof, the "First Warrant"),
whereby GECC was granted rights to purchase shares of the Common Stock (as
hereinafter defined) of the Company. The Company also entered into a
Registration Rights Agreement with GECC, dated December 20, 1996 (the "Original
Registration Rights Agreement") in order to provide certain registration rights
to GECC in order to facilitate the distribution of such shares of Common Stock
purchasable under the First Warrant.

            C. TFC is currently in default under the Loan Agreement and GECC has
agreed to restructure the loans under the Loan Agreement and to pay off another
creditor of the Company, namely, Nationsbank, N.A. (the "Loan Restructure"). In
connection with the Loan Restructure, TFC and GECC executed Amendment No. 1,
dated as of the date hereof (the "Amendment," and together with the Loan
Agreement, the "Amended Loan Agreement"), in order to set forth the terms and
conditions of the Loan Restructure.

            D.          As consideration for GECC entering into the Amendment,
the Company is required to issue to GECC a warrant for additional shares of
Common Stock of the Company, pursuant to that certain Warrant (No. 2) to
Purchase Common Stock, dated as of the date hereof (including any divisions
thereof, the "Second Warrant").

            E. As further consideration for GECC entering into the Amendment,
the Company is required to grant GECC registration rights with respect to the
Common Stock purchasable under the Second Warrant. It is the desire of the
Company and GECC to amend and restate the Original Registration Rights Agreement
to provide for registration rights with respect to the Common Stock purchasable
under both the First Warrant and the Second Warrant. For the purposes of this
Agreement, the First Warrant and the Second Warrant, together, shall be referred
to as the "Warrant."

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, in the Loan Agreement and in the Warrant, the
Company and GECC hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

            1.1         Defined Terms.  For purposes of this Agreement, the
following terms have the following meanings:

                        (a)         "AFFILIATE" and "ASSOCIATE" shall have the
respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act
as in effect on the date of this Agreement.

                        (b)         "BLUE SKY FILING" shall mean a filing made
in connection with the registration or qualification of the GECC Shares under a
particular state's or similar jurisdiction's securities or blue sky laws.

                        (c)         "BUSINESS DAY"  shall mean a day on which
the principal offices of the SEC in Washington, D.C. are open to accept filings,
or in the case of determining a date on which any payment is due, a day other
than a Saturday, Sunday or a day on which banking institutions in the
Commonwealth of Virginia are authorized or obligated by law or required by
executive order to be closed.

                        (d)         "COMMON STOCK" shall mean all shares now or
hereafter authorized of the Company's Common Stock, $.01 par value per share,
and stock of any other class into which such shares may hereafter be changed.

                        (e)         "COUNSEL TO THE HOLDERS" shall mean the
single law firm from time to time representing the Holders, as appointed by the
Holders of a majority in number of the GECC Shares.

                        (f)         "EFFECTIVE DATE" shall mean the date on
which the Registration Statement provided in Section 2.2 is initially declared
effective by the SEC.

                        (g)         "EFFECTIVE PERIOD" shall have the meaning
set forth in Section 2.2(b) hereof.

                        (h)         "EXCHANGE ACT" shall mean the Securities
Exchange Act of 1934, as amended.

                        (i)         "GECC SHARES" shall mean collectively (i)
the Warrant Shares and (ii) the Warrant, if applicable pursuant to Section
2.1(b). Securities shall cease to be GECC Shares (and therefore cease to be
entitled to the benefits of this Agreement) in accordance with Section 2.1(a).

                        (j) "HOLDER" shall mean, collectively, (i) GECC and (ii)
any successor holder of GECC Shares pursuant to Section 5.3.

                        (k)         "INSPECTORS" shall have the meaning set
forth in Section 2.4(k) hereof.

                        (l)         "NASD" shall mean the National Association
of Securities Dealers, Inc.

                        (m)         "NASDAQ" shall mean the NASDAQ Stock Market.

                        (n)         "PERSON" shall have the meaning set forth in
Section 3(a)(9) of the Exchange Act as in effect on the date of this Agreement.

                        (o)         "PROSPECTUS" shall mean the prospectus
included in any Registration Statement (including a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the GECC Shares covered by such Registration
Statement and all other amendments and supplements to such prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in any such prospectus.

                        (p)         "RECORDS" shall have the meaning set forth
in Section 2.4(k) hereof.

                        (q)         "REGISTRATION EXPENSES" shall mean any and
all out-of-pocket expenses incident to the Company's performance of or
compliance with this Agreement, including, without limitation, (i) all
registration and filing fees with the SEC, NASD and NASDAQ, or any other
exchange or automated interdealer quotation system as then applicable, (ii) all
fees and expenses of complying with state securities or blue sky laws, (iii) all
printing, messenger and delivery expenses, (iv) all fees and expenses incurred
in connection with the listing of the GECC Shares on NASDAQ, or any other
exchange or automated interdealer quotation system as then applicable, (v) the
fees and disbursements of the Company's counsel and of its independent public
accountants, (vi) the reasonable fees and expenses of any special experts
retained by the Company in connection with the requested registration, (vii)
one-half of the reasonable fees and expenses of Counsel to the Holders, and
(viii) out-of-pocket expenses of underwriters, if any, paid by the issuer to the
extent provided for in any underwriting agreement. Registration Expenses shall
not include (x) any fees or disbursements of counsel to the Holders (other than
Counsel to the Holders) and (y) underwriting discounts and commissions, and
transfer taxes, if any, relating to the sale or disposition of the GECC Shares.

                        (r)         "REGISTRATION STATEMENT" shall mean one or
more registration statements of the Company under the Securities Act that cover
any portion of the GECC Shares pursuant to the terms of this Agreement,
including the related Prospectus, all amendments and supplements to such
registration statement, including pre- and post-effective amendments, all
exhibits thereto and all material incorporated by reference or deemed to be
incorporated by reference in any such registration statement.

                        (s)         "SEC" shall mean the Securities and Exchange
Commission.

                        (t)         "SECURITIES ACT" shall mean the Securities
Act of 1933, as amended.

                        (u)         "WARRANT SHARES" shall mean the 1,135,280
shares of Common Stock purchasable by the Holders under the Warrant, as adjusted
from time to time as provided therein, and including but not limited to, any
securities paid, issued or distributed in respect of any shares of Common Stock
by way of stock dividend or distribution or stock split or in connection with a
combination of shares, recapitalization, reorganization, merger, consolidation
or otherwise.

            1.2         Other Definitional Provisions.  Except as otherwise
specified herein:

                        (a)         All references herein (i) to any Person
shall be deemed to include such Person's successors and assigns, and (ii) to any
applicable law defined or referred to herein, shall be deemed references to such
applicable laws as same may have been or may be amended or supplemented from
time to time.

                        (b)         Whenever used in this Agreement, the words
"herein," "hereof" and "hereunder," and words of similar import, shall refer to
this Agreement as a whole and not to any provision of this Agreement, and the
words "Section" and "Exhibit" shall refer to Sections of, and Exhibits to, this
Agreement unless otherwise specified.

                        (c)         When the context so requires, the neuter
gender includes the masculine or feminine, and the singular number includes the
plural, and vice versa.


                     ARTICLE II REGISTRATION OF SECURITIES

            2.1         Securities Subject to this Agreement.

                        (a)         The securities entitled to the benefits of
this Agreement are the Warrant Shares and the Warrant (subject to Section
2.1(b)). For the purposes of this Agreement, any such securities will no longer
be subject to this Agreement and no longer deemed "GECC Shares" when and to the
extent that (i) a Registration Statement covering such securities has been
declared effective under the Securities Act and such securities have been
disposed of pursuant to such effective Registration Statement, (ii) such
securities are sold or otherwise transferred pursuant to Rule 144 under the
Securities Act, (iii) such securities shall have been otherwise transferred or
disposed of, new certificates therefor not bearing a legend restricting further
transfer shall have been delivered by the Company and, at such time, subsequent
transfer or disposition of such securities shall not require registration or
qualification of such securities under the Securities Act or any similar state
law then in force, or (iv) such securities have ceased to be outstanding
following the issuance thereof.

                        (b)         Section 2.1(a) notwithstanding, the Warrant
shall be entitled to the benefits of this Agreement and deemed to be a "GECC
Share" only to the extent necessary to provide the benefits hereunder (including
registration) with respect to the Warrant Shares.

            2.2         Registration Requirements.

                        (a)         The Company shall:  (i) on or prior to
September 5, 1997, file a Registration Statement with respect to the GECC Shares
with the SEC; and (ii) use its best efforts to cause such Registration Statement
to be declared effective by the SEC.

                        (b)         The Company shall use its best efforts to
maintain the effectiveness of any registration relating to the GECC Shares
pursuant to Section 2.2(a), and the listing of any such Warrant Shares on NASDAQ
or any exchange or automated interdealer quotation system on which the Common
Stock is then listed or quoted, for the period from the Effective Date to and
including March 31, 2002, subject to extension as provided in Sections 2.2(c),
2.4(e) and 2.4(l) (the "Effective Period").

                        (c)         For each Holdback Period required by the
Company under Article III of this Agreement, the Effective Period specified in
Section 2.2(b) above shall be extended for the number of Business Days of the
relevant Holdback Period.

                        (d)         The obligations of the Company under this
Section 2.2 are in addition to, and independent of, the Company's obligation to
provide piggy-back registration rights under Section 2.3. In no event shall a
registration of GECC Shares, or the offer by the Company of such registration,
pursuant to this Section 2.2 be deemed to preclude, be in substitution for, or
otherwise relieve the Company of its obligations under, Section 2.3, or vice
versa.

            2.3         Piggy-Back Registration Rights.

                        (a)         Whenever prior to the Effective Date, the
Company shall propose to file a registration statement under the Securities Act
relating to the public offering by or through one or more underwriters of Common
Stock for the Company's own account (other than pursuant to a registration
statement on Form S-4 or Form S-8 or any successor forms, or filed in connection
with an exchange offer or an offering of securities solely to existing
stockholders or employees of the Company) and on a form and in a manner that
would permit registration of GECC Shares for sale to the public under the
Securities Act, the Company shall (i) give written notice at least 20 Business
Days prior to the filing thereof to each Holder, specifying the approximate date
on which the Company proposes to file such registration statement and advising
such Holder of its right to have any or all of the GECC Shares then held by it
included among the securities to be covered thereby and (ii) at the written
request of any such Holder given to the Company within 15 days after such
Holder's receipt of written notice from the Company, include among the
securities covered by such registration statement the number of GECC Shares
which such Holder (a "Requesting Holder") shall have requested be so included
(subject, however, to reduction in accordance with Section 2.3(b) below).

                        (b)         If the lead managing underwriter selected by
the Company for an underwritten offering pursuant to Section 2.3(a) determines
that marketing factors require a limitation on the number of shares of GECC
Shares to be offered and sold by Requesting Holders in such offering, there
shall be included in the offering only that number of GECC Shares, if any, that
such lead managing underwriter reasonably and in good faith believes will not
jeopardize the success and pricing of the offering of all the shares of Common
Stock that the Company desires to sell for its own account. In such event and
provided the lead managing underwriter has so notified the Company in writing,
the shares of Common Stock to be included in such offering shall consist of (i)
first, the securities the Company proposes to sell, and (ii) second, the number,
if any, of GECC Shares requested to be included in such registration that, in
the opinion of such lead managing underwriter, can be sold without jeopardizing
the success of the offering of all the securities that the Company desires to
sell for its own account. If the Requesting Holders of GECC Shares shall number
greater than one, then such amount set forth in (ii) above shall be allocated on
a pro rata basis among such Requesting Holders based on the number of GECC
Shares that each such Requesting Holder has requested to be so included.

                        (c)         Nothing in this Section 2.3 shall create any
liability on the part of the Company to the Holders if the Company for any
reason should decide not to file a registration statement proposed to be filed
under Section 2.3(a) or to withdraw such registration statement subsequent to
its filing, regardless of any action whatsoever that a Holder may have taken,
whether as a result of the issuance by the Company of any notice hereunder or
otherwise.

                        (d)         Each Holder of GECC Shares to be included in
any underwritten offering pursuant to Section 2.3(a) above shall be a party to
the underwriting agreement between the Company and such underwriters and the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of such Holders and the conditions precedent to the obligations
of such Holders under such underwriting agreement shall be satisfactory to the
Holders of a majority in number of the GECC Shares being so sold.

                        (e)         Any such Holder shall not be required to
make any representations or warranties to the Company or its underwriters other
than representations or warranties regarding such Holder, title to its
securities and such Holder's intended method of distribution, but shall agree to
the indemnities and rights to contribution to the effect and to the extent
provided in Article IV hereof.

                        (f)         The Company may also require that the GECC
Shares requested for inclusion pursuant to this Section 2.3 be included in the
offering on the same financial terms (to the extent feasible and applicable) as
the securities otherwise being sold through the underwriters.

                        (g)         Subject to Sections 2.3(d), (e), and (f), no
Holder may participate in any underwritten offering pursuant to this Section 2.3
unless such Holder completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangement.

            2.4         Registration Procedures.  If and whenever the Company is
required to use its best efforts to effect or cause the registration of any GECC
Shares under the Securities Act as provided in this Agreement, the Company will:

                        (a)         prepare and file with the SEC one or more
Registration Statements covering the GECC Shares on any form or forms for which
the Company then qualifies or that counsel for the Company shall deem
appropriate, and which form shall be available for the sale of the GECC Shares
in accordance with the intended methods of distribution thereof, and use its
best efforts to cause such Registration Statement to become effective;

                        (b)         prepare and promptly file with the SEC pre-
and post-effective amendments to any such Registration Statement and such
amendments and supplements to the Prospectus used in connection therewith as may
be necessary to maintain the effectiveness of such registration or as may be
required by the rules, regulations or instructions applicable to the
registration form utilized by the Company or by the Securities Act or rules and
regulations thereunder necessary to keep such Registration Statement effective
(i) in the case of the registration required by Section 2.2, during the
Effective Period and (ii) in the case of a piggy-back registration under Section
2.3, for up to 90 days, and cause the Prospectus as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to otherwise comply with the
provisions of the Securities Act with respect to the disposition of the GECC
Shares covered by such Registration Statement;

                        (c)         furnish to each Holder such number of copies
of any Registration Statement and each pre- and post-effective amendment
thereto, any Prospectus or Prospectus supplement and such other documents as
such Holder may reasonably request in order to facilitate the disposition of the
GECC Shares by such Holder (the Company hereby consenting to the use (subject to
the limitation set forth in the last paragraph of this Section 2.4) of the
Prospectus or any amendment or supplement thereto in connection with such
disposition);

                        (d)         use its best efforts to register or qualify
the GECC Shares under such other securities or blue sky laws of such
jurisdictions as any Holders may reasonably request, and do any and all other
acts and things that may be reasonably necessary or advisable to enable such
Holders to consummate the disposition in such jurisdictions of the GECC Shares,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction where, but
for the requirements of this Section 2.4(d), it would not be obligated to be so
qualified, to subject itself to taxation in any such jurisdiction, or to consent
to general service of process in any such jurisdiction;

                        (e)         notify each Holder at any time when a
Prospectus is required to be delivered under the Securities Act while the GECC
Shares are subject to this Agreement, of the Company's becoming aware that a
Prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (the period
during which Holders are required to refrain from effecting public sales or
distributions in such case being referred to as a "Section 2.4(e) Period"), and
prepare and furnish to each Holder a reasonable number of copies of an amendment
to such Registration Statement or related Prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such GECC Shares, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and the time during which such Registration Statement
shall remain effective pursuant to Section 2.2 shall be extended by the number
of Business Days of the Section 2.4(e) Period; provided, however, that the time
required to make effective any post-effective amendments required to be filed by
the Company to (i) comply with Section 10(a)(3) of the Securities Act or (ii)
reflect any facts or events arising after the Effective Date, which,
individually or in the aggregate, represent a material fundamental change in the
information set forth in the Registration Statement shall not be included within
the Section 2.4(e) Period.

                        (f)         notify each Holder,

                                    (i)         when the Prospectus or any
Prospectus supplement or pre- or post-effective amendment has been filed, and,
with respect to the Registration Statement or any post-effective amendment, when
the same has become effective;

                                    (ii)        of any request by the SEC for
amendments or supplements to any Registration Statement or Prospectus or for
additional information;

                                    (iii)       of the issuance by the SEC of
any stop order of which the Company or its counsel is aware or should be aware
suspending the effectiveness of any Registration Statement or any order
preventing the use of a related Prospectus, or the initiation or any threats of
any proceedings for such purposes; and

                                    (iv)        of the receipt by the Company of
any written notification of the suspension of the registration or qualification
of any of the GECC Shares for sale in any jurisdiction or the initiation or any
threats of any proceeding for that purpose;

                        (g)         otherwise use its best efforts to comply
with all applicable rules and regulations of the SEC, and make available to its
shareholders, as soon as reasonably practicable, an earnings statement that
shall satisfy the provisions of Section 11(a) of the Securities Act, provided
that the Company shall be deemed to have complied with this paragraph if it has
complied with Rule 158 under the Securities Act;

                        (h)         use its best efforts to cause all such GECC
Shares to be listed on any securities exchange or automated quotation system on
which the Common Stock has been listed, if such GECC Shares are not already so
listed and if listing is then permitted under the rules of such exchange or
automated quotation system, and to provide a transfer agent and registrar for
the GECC Shares covered by any Registration Statement no later than the
effective date of such Registration Statement;

                        (i)         cooperate with the Holders to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive
legends) representing the securities to be sold under any Registration
Statement, and enable such securities to be in such denominations and registered
in such names as such Holders may request;

                        (j)         if a Holder reasonably requests in
connection with any underwritten offering pursuant to Section 2.3, incorporate
in a Prospectus supplement or post-effective amendment such information as the
managing underwriters and the Holders of a majority in number of the GECC Shares
being sold agree should be included therein relating to the plan of distribution
with respect to such GECC Shares, including, without limitation, information
with respect to the principal amount of GECC Shares being sold to underwriters,
the purchase price being paid therefor by such underwriters and with respect to
any other terms of the underwritten offering of the GECC Shares to be sold in
such offering and make all required filings of such Prospectus supplement or
post-effective amendment as promptly as practicable upon being notified of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment;

                        (k)         provide any Holder and any attorney,
accountant or other agent retained by any such Holder (collectively, the
"Inspectors") with reasonable access during normal business hours to appropriate
officers of the Company and its subsidiaries to ask questions and to obtain
information that any such Inspector reasonably requests and make available for
inspection all financial and other records and other information, pertinent
corporate documents and properties of any of the Company and its subsidiaries
and affiliates (collectively, the "Records"), as shall be reasonably necessary
to enable them to exercise their due diligence responsibility; provided,
however, that the Records that the Company determines, in good faith, to be
confidential and that it notifies the Inspectors in writing are confidential
shall not be disclosed to any Inspector unless such Inspector signs or is
otherwise bound by a confidentiality agreement reasonably satisfactory to the
Company. The Company will furnish to each Holder at least five Business Days
prior to the filing thereof, a copy of any Registration Statement or any
amendment or supplement thereto that reflects new revised information concerning
one or more of the Holders, and shall not file any such Registration Statement,
amendment or supplement to which any Holder shall have reasonably objected on
the grounds that such Registration Statement, amendment or supplement does not
comply in all material respects with the requirements of the Securities Act or
the rules and regulations thereunder;

                        (l)         in the event of the issuance of any stop
order of which the Company or its counsel is aware or should be aware suspending
the effectiveness of the Registration Statement or of any order suspending or
preventing the use of any related Prospectus or suspending the registration or
qualification of any GECC Shares for sale in any jurisdiction, the Company will
use its best efforts promptly to obtain its withdrawal, and the Effective Period
for which the Registration Statement under Section 2.2 shall be kept effective
shall be extended by the number of Business Days equal to the number of Business
Days between the issuance and withdrawal of any stop orders (a "Section 2.4(l)
Period"); and

                        (m)         in any Registration Statement under Section
2.2, provide with respect to the plan of distribution that a Holder may offer
and sell his GECC Shares by one or more of the following methods: (i) ordinary
brokerage transactions by one or more brokers acting as agent for the Holder, at
a price or prices related to the then current market price of the Common Stock,
with such commissions to be paid by the Holder to the broker as shall be agreed
upon by them, (ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its own account at a price or prices related to the
then current market price of the Common Stock, less such discount, if any, as
shall be agreed upon by the Holder and such broker or dealer, (iii) by a
combination of the methods described in (i) and (ii) above, (iv) privately
negotiated transactions at such prices as may be agreed upon, and (v) sales made
pursuant to Rule 144 under the Securities Act, where applicable.

            Each Holder shall furnish to the Company in writing such information
regarding it and pertinent to the disclosure requirements relating to the
registration and the distribution of the GECC Shares as the Company may
reasonably request from time to time. Each Holder agrees to notify the Company
as promptly as practicable of any inaccuracy or change in information previously
furnished by it to the Company or of the happening of any event in either case
as a result of which a Registration Statement, a Prospectus, or any amendment or
supplement thereto contains an untrue statement of a material fact regarding it
or omits to state any material fact regarding it required to be stated therein
or necessary to make the statements therein not misleading and to furnish
promptly to the Company any additional information required to correct and
update any previously furnished information or required so that such
Registration Statement, Prospectus, or amendment or supplement, shall not
contain, with respect to such Holder, an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading.

            Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Sections 2.4(e) or 2.4(l)
above, it will forthwith discontinue disposition of any GECC Shares pursuant to
the Prospectus or Registration Statement covering such GECC Shares until such
Holder's receipt of the copies of the amended or supplemented Prospectus
contemplated by Section 2.4(e) or the withdrawal of any stop order contemplated
by Section 2.3(l), and, if so directed by the Company, such Holder will deliver
to the Company all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such GECC Shares at the time of
receipt of such notice.

            2.5 Registration Expenses. The Company will pay all Registration
Expenses in connection with all registrations of GECC Shares hereunder, and each
Holder shall pay (x) any fees and disbursements of counsel to such Holder (other
than Counsel to the Holders), (y) one-half of the reasonable fees and expenses
of Counsel to the Holders and (z) all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of its respective
GECC Shares.

            2.6         Reports Under the Exchange Act.  The Company agrees to:

                       (a)         file with the SEC in a timely manner all
reports and other documents required of the Company under the Exchange Act; and

                        (b)         furnish to any Holder, during the Effective
Period, forthwith upon request (i) a written statement of the Company that it
has complied with the current public information reporting requirements of Rule
144 under the Securities Act and the Exchange Act and (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company with the SEC under the Exchange Act.

                                  ARTICLE III
                                HOLDBACK PERIOD

            If one or more underwritten public offerings of shares of Common
Stock (other than the Warrant Shares) occur during the Effective Period, then,
in connection with each such public offering, the Company may require the
Holders and their respective Associates and Affiliates to refrain from, and each
Holder and its Associates and Affiliates will refrain from, selling any of the
Warrant Shares for a period determined by the Company but not to exceed
one-hundred twenty (120) days (each such period referred to as a "Holdback
Period") so long as the Company delivers written notice to such Holder of the
Company's requirement of a Holdback Period, and the length of such Holdback
Period, no less than five (5) Business Days prior to the inception of the
Holdback Period; provided, that the Company may so require each Holder to
refrain from selling any of the Warrant Shares during no more than two such
Holdback Periods during the Effective Period.


                                   ARTICLE IV
                          INDEMNIFICATION; CONTRIBUTION

            4.1 Indemnification by the Company. The Company will, and hereby
does indemnify and hold harmless, to the fullest extent permitted by law, and,
subject to Section 4.3 below, defend each Holder, its officers, directors,
agents, trustees, stockholders and each other Person, if any, who controls
Holder (within the meaning of the Securities Act), against any and all losses,
claims, damages, liabilities and expenses, joint or several, to which they or
any of them may become subject under the Securities Act or any other statute or
common law, including any amount paid in settlement of any litigation, commenced
or threatened, and to reimburse them for any reasonable legal or other expenses
incurred by them in connection with investigating any claims and defending any
actions, insofar as any such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
any pre- or post-effective amendment thereto or in any Blue Sky Filing, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or
(ii) any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, or the omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(unless such statement is corrected and the Company has furnished copies of such
corrected Prospectus to such Holder under Section 2.4(e) above); provided,
however, that the indemnification agreement contained herein shall not (i) apply
to such losses, claims, damages, liabilities, expenses or actions arising out
of, or based upon, any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Company by such indemnified party from time to time specifically for use in
connection with preparation of the Registration Statement, the Prospectus, any
such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the
benefit of any Person, to the extent that any such loss, claim, damage or
expense arises out of such Person's failure to send or give a copy of the
Prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement, or omission or
alleged omission, at or prior to the written confirmation of the sale of the
GECC Shares to such Person if such statement or omission was corrected in the
Prospectus. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of a Holder or controlling Person and
shall survive the transfer of such securities by a Holder.

            4.2 Indemnification by the Holders. Each Holder will, and hereby
does, indemnify and hold harmless and, subject to Section 4.3 below, defend (in
the same manner and to the same extent as set forth in Section 4.1 above) the
Company, its officers, directors, agents, trustees, stockholders and each other
Person, if any, who controls the Company (within the meaning of the Securities
Act), with respect to any such untrue statement or alleged untrue statement in,
or any such omission or alleged omission from, any Registration Statement, any
Prospectus, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Holder from time to time specifically for use
in connection with preparation of the Registration Statement, the Prospectus,
and any such amendment or supplement thereto. Such indemnity shall remain in
full force and effect, regardless of any investigation made by or on behalf of
the Company or such other indemnified Person and shall survive the transfer of
such securities by a Holder.

            4.3 Notices of Claims. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in Sections 4.1 and 4.2 above, such indemnified party will
give, if a claim in respect thereof is to be made against an indemnifying party,
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Article IV, except
to the extent that the indemnifying party is actually prejudiced in any material
respect by such failure to give notice. In case any such action is brought
against an indemnified party, the indemnifying party shall be entitled to
participate in and, unless in such indemnified party's reasonable judgment a
material conflict of interest between such indemnified and indemnifying parties
exists in respect of such claim, to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish, with
counsel chosen by the indemnifying party who is reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of reasonable investigation. If the
indemnifying party advises an indemnified party that it will contest a claim for
indemnification hereunder, or fails, within thirty (30) days of receipt of any
written indemnification notice to notify, in writing, such Person of its
election to defend, settle or compromise, at its sole cost and expense, any
action, proceeding or claim (or discontinues its defense at any time after it
commences such defense), then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the indemnified party's
reasonable costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to
indemnification hereunder. The indemnified party shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the indemnified party that relates
to such action or claim. The indemnifying party shall keep the indemnified party
fully informed at all times as to the status of the defense or any settlement
negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the indemnified party shall be entitled to
participate in such defense with counsel of its choice at its sole cost and
expense, except that the indemnifying party shall be liable for such reasonable
costs and expenses if, in such indemnified party's reasonable judgment, a
material conflict of interest between such indemnified and indemnifying parties
may exist as described above. If the indemnifying party does not assume such
defense, the indemnified party shall keep the indemnifying party informed at all
times as to the status of the defense; provided, however, that the failure to
keep the indemnifying party so informed shall not affect the obligations of the
indemnifying party hereunder. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its written
consent; provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability with respect to such claim or litigation.

            4.4 Indemnification Payments. The indemnification required by this
Article IV shall be made by periodic payments of the amount thereof during the
course of the investigation or defense as and when bills are received or
expense, loss, damage or liability is incurred, subject to the receipt of such
documentary support therefor as the indemnifying party may reasonably request.

            4.5 Contribution. If the indemnification provided for in this
Article IV is unavailable to or insufficient to hold harmless an indemnified
party otherwise entitled to be indemnified thereunder in respect to any losses,
claims, damages and expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities, expenses or actions in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions that resulted
in such losses, claims, damages, liabilities, expenses or actions; provided,
however, that the liability of each Holder hereunder shall be limited to the
proportion of any such loss, claim, damage, liability or expense that is equal
to the proportion that the net proceeds from the sale of securities sold by each
Holder under such Registration Statement bears to the total net proceeds from
the sale of all securities sold thereunder, but not in any event to exceed the
net proceeds received by such Holder from the sale of GECC Shares covered by
such Registration Statement. The relative fault of the indemnifying party and
the indemnified party shall be determined by reference to whether the untrue
statement or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each Holder agree that it would not be
just and equitable if contributions pursuant to this Section 4.5 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to above in this Section 4.5.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation.

            4.6 Other Rights and Liabilities. The indemnity and contribution
agreements contained herein shall be in addition to (i) any cause of action or
similar right of the indemnified party against the indemnifying party or others
and (ii) any liabilities the indemnifying party may be subject to pursuant to
the law.

                                    ARTICLE V
                                  MISCELLANEOUS

            5.1 Notices, Etc. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been duly given to any party when
delivered personally (by courier service or otherwise), when delivered by
facsimile and confirmed by return facsimile, or seven (7) days after being
mailed by first-class mail, postage prepaid in each case to the applicable
addresses set forth below:

                                    a)  if to the Company, to it at:

                                        5425 Robin Hood Road
                                        Suite 101A
                                        Norfolk, Virginia  23513
                                        Attention:  President
                                        Facsimile No.:  (757) 858-4093
                                        Telephone No.:  (757) 858-1400

                                        with copies to:

                                        John M. Paris, Esquire
                                        Kaufman & Canoles
                                        Post Office Box 3037
                                        Norfolk, Virginia  23514
                                        Facsimile No.:  (757) 624-3169
                                        Telephone No.:  (757) 624-3181

                                    b)  if to GECC, to it at:

                                        Nicholas L. Calabrese, Esquire
                                        Auto Financial Services
                                        General Electric Capital Corporation
                                        600 Hart Road
                                        Barrington, Illinois  60010
                                        Facsimile No.:  (847) 304-3444
                                        Telephone No.:  (847) 304-3374

                                        with copies to:

                                        William L. Pitman, Esquire
                                        Williams, Mullen, Christian & Dobbins
                                        Post Office Box 1320
                                        Richmond, Virginia  23210-1320
                                        Facsimile No.:  (804) 783-6456
                                        Telephone No.:  (804) 783-6474


or to such other address as such party shall have designated by notice so given
to each other party.

            5.2 Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated except by an
instrument in writing signed by the Company and Holders of at least a majority
in number of the GECC Shares then outstanding.

            5.3 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, any Holder other than GECC,
and any successors thereof; provided, however, that any prospective Holder which
is not a party to this Agreement shall have agreed in writing to become a Holder
under this Agreement and to be bound by the terms and conditions hereof. In the
absence of compliance with the foregoing sentence of this Section 5.3, any such
purported assignment shall be null and void.

            5.4 Entire Agreement. This Agreement embodies the entire agreement
and understanding among the parties relating to the subject matter hereof and
supersedes all prior agreements and understandings relating to such subject
matter. There are no representations, warranties or covenants by the parties
hereto relating to such subject matter other than those expressly set forth in
this Agreement, the Loan Agreement and the Warrant.

            5.5 Specific Performance. The parties acknowledge that money damages
are not an adequate remedy for violations of this Agreement and that any party
may, in its sole discretion, apply to a court of competent jurisdiction for
specific performance or injunctive or such other relief as such court may deem
just and proper in order to enforce this Agreement or prevent any violation
hereof and, to the extent permitted by applicable law, each party waives any
objection to the imposition of such relief.

            5.6 Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning of
the exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.

            5.7 No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.

            5.8 Severability. If any terms of this Agreement or the application
thereof to any party or circumstance shall be held invalid or unenforceable to
any extent, the remainder of this Agreement and the application of such term to
the other parties or circumstances shall not be affected thereby and shall be in
force to the greatest extent permitted by applicable law, provided that in such
event the parties shall negotiate in good faith in an attempt to agree to
another provision (in lieu of the term or application held to be invalid or
unenforceable) that will be valid and enforceable and will carry out the
parties' intentions hereunder.

            5.9 Jurisdiction. Each party to this Agreement (i) hereby
irrevocably submits to the exclusive jurisdiction of the Federal courts located
in the Commonwealth of Virginia, and in the event that such Federal courts shall
not have subject matter jurisdiction over the relevant proceeding, then of the
state courts located in the Commonwealth of Virginia, for the purpose of any
action arising out of or based upon this Agreement or relating to the subject
matter hereof or the transactions contemplated hereby, (ii) hereby waives, to
the extent not prohibited by applicable law, and agrees not to assert, by way of
motion, as a defense or otherwise, in any such action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is improper, or that this
Agreement, or the subject matter hereof, may not be enforced in or by such court
and (iii) hereby agrees not to commence any action arising out of or based upon
this Agreement or relating to the subject matter hereof other than before one of
the above-named courts nor to make any motion or take any other action seeking
or intending to cause the transfer or removal of any such action to any court
other than one of the above-named court whether on the grounds of inconvenient
forum or otherwise. Each party hereby consents to service of process in any such
proceeding in any manner permitted by Virginia law, and agrees that service of
process by registered or certified mail, return receipt requested, at its
address specified pursuant to Section 5.1 hereof is reasonably calculated to
give actual notice.

            5.10        Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia.

            5.11        Name, Captions.  The name assigned to this Agreement and
the section captions used herein are for convenience of reference only and shall
not affect the interpretation or construction hereof.

            5.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all, the
parties hereto.


                          [ Intentionally left blank ]

            IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.



                                            TFC ENTERPRISES, INC.

                                            By:         _______________________

                                            Its:        _______________________




                                            GENERAL ELECTRIC CAPITAL CORPORATION


                                            By:         _______________________

                                            Its:        _______________________