LOAN AND SECURITY AGREEMENT BETWEEN THE FINANCE COMPANY AND GENERAL ELECTRIC
                              CAPITAL CORPORATION

                                            EXHIBITS

            EXHIBIT 3.1             ELIGIBILITY REQUIREMENTS

            EXHIBIT 3.1(A)          CONTRACT FORM

            EXHIBIT 3.1(B)          CREDIT PROGRAMS AND ADVANCE CRITERIA

            EXHIBIT 5.1(A)          ADMINISTRATION POLICIES

            EXHIBIT 5.1(B)          SERVICING LOCATIONS

            EXHIBIT 5.1(C)          REPORTS

            EXHIBIT 5.1(C)(1)       SERVICING REPORT CERTIFICATE

            EXHIBIT 6.3             CONTRACT DEBTOR DOCUMENTS

            EXHIBIT 8.2             ASSIGNMENT

            EXHIBIT 9.0             SUPPLEMENTAL DOCUMENTS

            EXHIBIT 9.0(A)          GUARANTY

            EXHIBIT 9.0(G)          OPINION OF COUNSEL

            EXHIBIT 9.0(K)          ASSIGNMENT OF BORROWER'S RIGHTS TO PAYMENTS

            EXHIBIT 9.0(L)          OFFICER'S CERTIFICATE

            EXHIBIT 9.0(P)          CORPORATE RESOLUTION OF
BORROWER

            EXHIBIT 9.0(Q)          POWER OF ATTORNEY

            EXHIBIT 9.0(U)          CORPORATE RESOLUTIONS OF TFCEI AND TIA

            EXHIBIT 9.0(V)          CORPORATE RESOLUTION OF FCF

            EXHIBIT 9.0(W)          WARRANT AND THE REGISTRATION RIGHTS
                                    AGREEMENT

            EXHIBIT 10.0(a)         BORROWERS' NAMES, LOCATIONS AND SUBSIDIARIES

            EXHIBIT 10.0(g)         UCC LANGUAGE

            EXHIBIT 10.0(i)         BROKER DISCLOSURE

            EXHIBIT 10.0(j)         LABOR DISCLOSURE

            EXHIBIT 11.0                     SERVICING AGREEMENT

            EXHIBIT 12.0                     PURCHASE AGREEMENT

            EXHIBIT 13.0                     MASTER DEALER AGREEMENT

            EXHIBIT 13.4                     FINANCIAL STATEMENT CERTIFICATE

            EXHIBIT 13.6                     PORTFOLIO AND FINANCIAL COVENANTS

            EXHIBIT 16.0                     DEBT SUBORDINATION AGREEMENT

            EXHIBIT 17.0                     PLEDGE AGREEMENT


<PAGE>



                                          EXHIBIT 3.1

                               CONTRACT ELIGIBILITY REQUIREMENTS


Each Contract delivered to Lender shall satisfy each of the following
requirements in order to be deemed an "Eligible Contract":

                                (A)    All of the representations and warranties
in Sections 10.0 are true with respect to, and all conditions precedent in
Section 9.1 have been and continue to be met with respect to, the Contract,
Financed Vehicle, Contract Debtor, Required Contract Debtor Insurance, and
Optional Contract Debtor Insurance.

                                (B)      The contract form is consistent with
Exhibit 3.1(A), and the Borrower represents that the contract form will be
submitted to Borrower's counsel for approval.

                                (C)    The first Scheduled Payment is due within
sixty (60) days after the date of the Contract.

                                (D)    Not more than three (3) Scheduled
Payments are due and unpaid in whole or in part at the time it is delivered to
Lender or thereafter.

                                (E)    The Contract has a fixed "APR" and the
"Finance Charge" was computed using a fixed rate.

                                (F)    The initial term of the Contract does not
exceed sixty (60) months and the Schedule of Payments has equal monthly payments
except for the first or final payment which may be five percent (5%) more or
less than the other equal payments, and the payment obligation is in United
States dollars.

                                (G)    The Contract is for the absolute sale of
the Financed Vehicle to the Contract Debtor, and the Financed Vehicle is not on
approval or subject to any agreement between the Contract Debtor and the Dealer
for the repurchase or return of the Financed Vehicle.

                                (H)    The Dealer has been paid all amounts due
for the purchase of the Contract from the Dealer.

                                (I)    If the Contract Debtor is an employee,
officer, agent, director, stockholder, supplier or creditor of Borrower or an
Affiliate, the Contract does not contain terms more favorable than those
available to an unrelated Person.

                                (J)    The Contract contains the original
signature of the Contract Debtor, the Dealer or the Dealer's authorized agent.

                                (K)    The Contract is the only unsatisfied
original executed Contract for the purchase of the Financed Vehicle and
accurately reflects all of the actual terms and conditions of the Contract
Debtor's purchase of the Financed Vehicle. Neither Borrower nor an Affiliate has
made any agreement with the Contract Debtor to reduce the amount owed on the
Contract. Neither Borrower nor an Affiliate are required to perform any
additional service for, or perform or incur any additional obligation to, the
Contract Debtor in order for Borrower to enforce the Contract.

                                (L)    The Contract, at the time Borrower
purchased it, met Borrower's creditworthiness, documentation and other advance
criteria which (i) are contained in Exhibit 3.1(B), or (ii) Borrower disclosed
to Lender in writing after execution of this Agreement and Lender consented to
in writing as acceptable for Eligible Contracts; or the Contract does not meet
such criteria and Lender approved in writing the deviation for that Contract.

                                (M)    The Contract Debtor's obligations under
the Contract are secured by a validly perfected first priority security interest
in the Financed Vehicle in favor of Borrower or Lender as secured party, subject
to Section 9.1(A). With respect to Contracts serviced by Third Party Servicers,
the Borrower shall have been appointed as Third Party Servicer's
attorney-in-fact and shall be permitted, under the applicable agreement with the
dealer, to take all actions necessary to perfect Borrower's first priority
security interest.

                                (N)    The Contract has not been, nor is it
designated to be, terminated, satisfied, canceled, subordinated or rescinded in
whole or in part; nor has the Financed Vehicle been released unless substituted
with another Financed Vehicle of greater or equal value, or designated for
release, from the security interest granted by the Contract; and all of the
holder's obligations under the Contract have been performed except those which
first arise subsequent to the delivery to Lender.

                                (O)    No provision of the Contract has been
waived, extended, altered or modified in any respect except in accordance with
Company Policies which are contained in Exhibit 5.1(A).

                                (P)    No claims of rescission, setoff,
counterclaim, defense or other material disputes have been asserted with respect
to the Contract or Financed Vehicle.

                                (Q)    Except for the Contract Debtor's
ownership of the Financed Vehicle and Borrower's ownership of the Contract and
Contract Rights, no Person has, or has asserted in a judicial proceeding or to a
governmental agency or against Lender, a claim of, an ownership or other
interest in the Financed Vehicle, Contract or Contract Rights.

                                (R)    The Point of Sale Contract requires
Required Contract Debtor Insurance. Borrower is a loss payee or insured under
the Required Contract Debtor Insurance except where the advance to the Dealer is
three thousand dollars ($3,000.00) or less.

                                (S)    Borrower has not repossessed the Vehicle
or commenced a replevin action or other lawsuit, against the Contract Debtor or
Financed Vehicle.

                                (T)    The obligation of the original Contract
Debtor has not been released or assumed by another Person unless the release or
assumption was properly documented, approved by Borrower and in accordance with
Credit Programs and Advance Criteria as set forth in Exhibit 3.1(B). (U)    The
Contract Debtor Documents exist.

                                (V)    All Bulk Purchase Contracts will be
purchased pursuant to a Purchase Agreement substantially in the form of that
attached in Exhibit 12.0.

                                (W)    Subsequent to the time that the Contract
is entered into, the Contract Debtor has not filed a petition under any section
or chapter of the Bankruptcy Code or any similar federal or state law or
regulation.

                                (X)    If the Contract is included in a
portfolio purchase for Two Million Dollars ($2,000,000.00) or more, Lender has
before the Advance reviewed with satisfactory results the terms, conditions, and
due diligence for the purchase; provided that, Lender will be deemed to have
conducted the review with satisfactory results if Borrower provides the terms,
conditions, and due diligence materials to Lender by overnight delivery service
at the address in Section 17.1 and Lender does not notify Borrower of its
dissatisfaction within two Business Days after receipt of the last materials
received. A deemed or actual satisfactory review shall not constitute a
determination that any of the other requirements in the definition of Eligible
Contract have been.






























                                          EXHIBIT 3.1


<PAGE>


                                         CONTRACT FORM



                                        [To be inserted]





































                                         EXHIBIT 3.1(A)


<PAGE>


                              CREDIT PROGRAMS AND ADVANCE CRITERIA



                                        [To be inserted]








































                                         EXHIBIT 3.1(B)



<PAGE>



                                    ADMINISTRATION POLICIES



            (A)         Collection
                        (a) Collection
                        (b) Deferment
                        (c) Due Date Change
                        (d) Allowable Delinquency



            (B)         Repossession Guidelines



            (C)         Accounting Policies
                        (a) Income Recognition
                        (b) Credit Losses
                        (c) Charge Off:                     Mandatory
                                                            Deficiency Balances














                                         EXHIBIT 5.1(A)


<PAGE>


                                            REPORTS
Financial                    Due no later than 45 Days after Month End

            Financial Statements (departmental) Frequency:  Monthly and Trend
(except departmental)

                        Income Statement, Balance Sheet, Loss Reserve Account,
                        Forecast and Budget Variance analysis, as done
                        Frequency:  Quarterly    Rolling 12-month projections
                                                         Static Pool
                                                         Cash Flow - Sources and
Uses

Portfolio

            New Business by Program            Frequency:  Monthly within
                                                           20 business days of
                                                           month end,
                        Gross Contract Receivable, Unearned Finance Charges,
                        Amount Financed, Non-Refundable Reserve (Dealer
                        Holdback) Net Investment, Term, APR
            New Business by Program             Frequency: Monthly within
                                                           45 business days of
                                                           month end,
                        Exceptions to Credit Guidelines
                        First Payment Default
                        Branch/Service Center Volumes
            Portfolio Management by Program     Frequency: Monthly within
                                                           45 business days of
                                                           month end,
                        Customer Concessions (deferments) Delinquency by Units
                        and Dollars (gross and net) Repossessions and
                        Repossession Inventory Charge-Offs by Units and Dollars
                        (gross and net) Recovery P & L Deficiency Balance
                        performance

Operating

            Daily:          Cash Report, Transaction Report (sent no later than
                            1 Business Day after the day covered by the report)

            Weekly:   New Contract Report, Title Tracking Report (sent no later
                      than 1 business day after the end of the week covered by
                      the report).

           Monthly:   Number of Contracts, Aged Trial Balance, paid Off
Contracts, Charged-Off Contracts, Recovery, Repossession and Bankruptcy Reports.
(due no later than 20 Business Days after Month End)

        Borrower shall deliver with the monthly reports a certificate of the
Chief Financial Officer of Borrower, in the form of Exhibit 5.1(C)(1).

        Borrower shall deliver to Lender, no later than the 20th Business Day
following each Accounting Period, an up-to-date master file back-up tape in a
form usable by Lender's computer of all Pledged Contract information for the
Accounting Period relating to the Contract files which Borrower has placed on
electronic media, including but not limited to, payment histories, contract
accounting, Outstanding Principal Balance, customer service notes, collection
histories and Contract Debtor names and addresses.




                                 EXHIBIT 5.1(C)


<PAGE>




                          SERVICING REPORT CERTIFICATE

                              THE FINANCE COMPANY


            The undersigned, _____________, the duly authorized chief financial
officer of [____________________________, a ___________ corporation]
("Company"), DOES HEREBY CERTIFY, for purposes of the Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated as of ___________
______ (the "Agreement") between the Company and General Electric Capital
Corporation that the reports and computer tapes submitted to Lender pursuant to
Section 5.1 (C) of the Agreement are to the best of my knowledge complete and
accurate in all material respects.

                        IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this _____ day of ____________, 1996.




                                            -----------------------------------
                                            Vice President and Chief
                                            Financial Officer







                                       EXHIBIT 5.1(C)(1)



<PAGE>



                                          EXHIBIT 6.3

                                   CONTRACT DEBTOR DOCUMENTS

Each of the following documents constitute the Contract Debtor Documents:

1. The Contract Delivery Documents;

2. The Dealer Invoice and invoices for any additional equipment included in the
Contract;

3. A copy of (a) the original signed completed credit application, (b) the
credit bureau reports, (c) the completed credit investigation form, (d) the
completed verification of employment and income forms, and (e) Contract Debtor
references;

4. Verification of Required Contract Debtor Insurance showing Borrower as loss
payee, additional insured, or lienholder;

5. Borrower's funds disbursement listing;

6. A certificate for each type of Optional Contract Debtor Insurance purchased
by Contract Debtor;

7. Borrower's "deal structure" sheet;

8. The military pay allotment form if the Contract Debtor is in military service
and if such allotment has been made; and

9. The payment history and accounting for the Contract.


                                          EXHIBIT 6.3


<PAGE>



                               ASSIGNMENT OF INSURANCE INTERESTS


___________________ ("Assignor") hereby absolutely and irrevocably assigns to
General Electric Capital Corporation ("GE Capital") all of Assignor's right,
title and interest in, under, and with respect to all insurance and service
contracts which provide any of the following coverages with respect to
installment contracts which Assignor has pledged to GE Capital and GE Capital
continues to have a security interest in:

<TABLE>
<S> <C>
                 1.     credit life, credit disability, or credit accident and health;
                 2.     casualty, damage, theft, loss, or liability;
                 3.     involuntary unemployment;
                 4      mechanical breakdown, warranty, maintenance, or servicing;
                 5.     lender protection, vendor/lender single interest, skip, repossessed
                        vehicle casualty (including damage, theft, and loss), confiscation,
                        nonfiling, or failure of lien perfection; or
                 6.     any other coverage assigned in writing by Assignor to GE Capital.

</TABLE>

Without limiting the rights included in this assignment, this assignment
entitles GE Capital to claim and collect all benefits, refunds, and other
amounts with respect to all coverages that Assignor would be entitled to claim
and collect, and to make such claims and collections in its name or Assignor's
name. Assignor hereby authorizes GE Capital to sign Assignor's name on all such
claims and collections GE Capital makes, and to endorse Assignor's name on all
such payments it receives. Assignor hereby instructs and authorizes all
providers of the foregoing coverages to rely on this Assignment and any
statement or instruction in writing by GE Capital with respect to the operation
and effect of this Assignment and the installment contracts covered by it.
Assignor hereby agrees that the providers of the coverages who so rely shall
have no liability to Assignor for complying with this Assignment and such
statements and instructions by GE Capital.


Dated: _____________, 1996


                                                      By:
                                                      ----------------------
                                                      Its:
                                                      ----------------------



                                          EXHIBIT 8.2


<PAGE>



                                          EXHIBIT 9.0

                                     SUPPLEMENTAL DOCUMENTS

            (A) Guaranties in the form of Exhibit 9.0(A) duly executed by the
Guarantors; and, for the Guarantors who are individuals, instruments in the form
of Exhibit 9.0(A)(1) executed by the co-owners of the Guarantors' property
subordinating or disclaiming to Lender the interest of the co-owners in property
owned by the Guarantors;

            (B)         Documents that evidence that all of Borrower's debt is
Subordinated Debt except as otherwise allowed by this Agreement;

            (E)         Evidence that the insurance policies required by Section
13.9 have been obtained and are in full force and effect;

            (F)         A certified copy of Borrower's by-laws;

            (G)         An opinion of Borrower's counsel dated as of the Closing
Date in the form of Exhibit 9.0(G);

            (H) A copy of a letter delivered by Borrower to its accountants
instructing them to disclose to Lender any and all financial statements and
other information of any kind relating to Borrower's business, financial
condition and other affairs that Lender may request;

            (I)         Satisfaction of Borrower's obligation to prior-filed
creditors with the initial advance, if any;

            (J)         An Assignment of Insurance Interests in the form of
Exhibit 8.2 duly executed by Borrower;

            (K) An assignment of Borrower's rights to the payments from Contract
Debtor bank accounts in the form of Exhibit 9.0(K) attached hereto;

            (L) An executed certificate in the form of Exhibit 9.0(L) attached
hereto executed by the President or Chief Financial Officer of Borrower;

            (M)         All government and private consents required to permit
Borrower to perform this Agreement;

            (N) Evidence that properly executed financing statements for the
Collateral in the form of Exhibit 10.0(g) have been filed with all appropriate
filing officers.

            (O) UCC release or termination statements and other release
documents, if any, Lender may deem appropriate to release any interest not held
by Borrower or Lender in the Collateral;

            (P)         Certified resolutions of Borrower's Board of Directors
in the form of Exhibit 9.0(P) attached hereto;

            (Q)         An executed power of attorney executed by Borrower in
the form of Exhibit 9.0(Q) attached hereto;

            (R) Borrower's articles of incorporation and good standing certified
on or within five (5) Business Days before the Closing Date by the
_________________ Secretary of State;

            (S) Certificates showing that Borrower is qualified as a foreign
corporation and in good standing in all jurisdictions other than _______________
in which it transacts business;

            (T) A copy of Borrower's business licenses relating to the five (5)
states in which Borrower originates the greatest number of Contracts and a
letter from the department issuing the license confirming that such license is
in good standing;

            (U)         Certified resolutions of TFCEI's and TIA's Board of
Directors in the form of Exhibit 9.0(U) attached hereto;

            (V)         Certified resolutions of FCF's Board of Directors in the
form of Exhibit 9.0(V) attached hereto;

            (W)         Warrant and the Registration Rights Agreement;

            (X) Such additional information and materials as Lender may
reasonably request.







                                          EXHIBIT 9.0


<PAGE>


                                         EXHIBIT 9.0(A)

                                            GUARANTY

As an inducement to General Electric Capital Corporation ("Lender") to provide
financing to __________________________________ ("Borrower"), but without in any
way binding Lender to do so, the undersigned ("Guarantor") hereby guaranties to
Lender the due, regular and punctual payment and prompt performance of all debts
and other obligations of any kind or character which Borrower now owes Lender or
which Borrower shall at any time or from time to time hereafter owe Lender,
regardless of any change in Borrower's name, entity, or ownership. Guarantor
also agrees to pay to Lender all costs incurred by Lender in the collection and
enforcement of the debts and obligations of Borrower to Lender.

The liability of Guarantor hereunder is direct, unconditional, absolute and may
be enforced without requiring Lender first to resort to any right or remedy
Lender has as to Borrower or any third parties with regard to Borrower's debts
and obligations to Lender or to foreclose or exhaust any security therefor.
Guarantor shall not have any right of reimbursement, indemnity, subrogation or
security enforceable against Borrower, nor otherwise be a creditor of Borrower,
with respect to payments to Lender to the extent such rights or creditor status
would make payments to Lender a preference recoverable from Lender. Nothing
shall discharge or satisfy the liability of Guarantor hereunder except the full
payment and performance of all of Borrower's debts and obligations to Lender.
Any and all present and future debts and obligations of Borrower to Guarantor
are hereby postponed in favor of and subordinated to the full payment and
performance of all present and future debts and obligations of Borrower to
Lender.

Guarantor has made an independent investigation of the financial condition and
affairs of Borrower prior to entering into this Guaranty and has not relied upon
any representation made by Lender as to the financial condition, operation or
creditworthiness of Borrower. Guarantor further agrees that Lender shall have no
duty or responsibility now or hereafter to make any investigation or appraisal
of Borrower, or the security for Borrower's debts and obligations to Lender, on
behalf of Guarantor or to provide Guarantor with any information which may come
to Lender's attention now or hereafter, whether or not such information could
materially increase the risk of Guarantor hereunder.

Notice of acceptance of this Guaranty, of any default by Borrower, and of any
adverse change in Borrower's financial condition or of any other fact which
might materially increase the risk of Guarantor hereunder is hereby waived.
Presentment, protest and demand, and notice of protest, demand and dishonor are
hereby waived. Guarantor authorizes Lender without notice or demand and without
affecting the obligations of Guarantor hereunder, with respect to any debt or
obligation of Borrower to Lender, to extend the time of payment (without limit
as to the number or term of extensions) or waive strict compliance with any
other term thereof, to renew or otherwise modify the terms thereof, to waive or
release any security therefor, to release a guarantor or other party liable
therefor, and to enter or grant any settlement, release, compromise,
composition, account stated or agreed balance with or to Borrower or any third
party, and Guarantor agrees that the foregoing actions shall not diminish
Guarantor's obligations hereunder. GUARANTOR WAIVES ANY AND ALL RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS GUARANTY.
To the extent allowed by law, Guarantor hereby confesses judgment, and
acknowledges to be indebted unto and in favor of Lender, for the full amount of
all obligations due to Lender by Borrower, and consents to Lender filing this
Guaranty as evidence of judgment.

This Guaranty remains fully enforceable irrespective of any defenses which
Borrower could assert on the underlying debt, including but not limited to
failure of consideration, breach of warranty, fraud, payment, accord and
satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy,
statute of limitations, lender liability, and usury. If Borrower or Guarantor
should at any time become insolvent or make a general assignment, or a petition
in bankruptcy or any insolvency or reorganization proceedings shall be filed or
commenced by or against Borrower or Guarantor, any and all obligations of
Guarantor pursuant to this Guaranty shall not be lessened by such petitions,
assignments or filings and shall, at Lender's option, forthwith become due and
payable without notice. In the event of default in the performance of this
Guaranty, Guarantor agrees to pay all reasonable court costs, attorney's fees
and other expenses paid or incurred by Lender in the enforcement hereof.

This Guaranty is a continuing guaranty which shall remain effective until
terminated as provided herein. Guarantor may terminate this Guaranty upon at
least sixty (60) days prior written notice received by Lender and sent by
registered or certified mail, return receipt requested. Notwithstanding such
termination, however, this Guaranty shall remain effective as to all financing
provided, or committed to be provided, by Lender to or for the benefit of
Borrower prior to the effective date of termination and this Guaranty shall be
continuing and unconditional until the same are fully paid, performed and
discharged.

This Guaranty supersedes all prior writings, and all prior and contemporaneous
oral understandings, regarding this Guaranty. Without Lender's prior written
consent, no assignment or delegation of any rights or duties by Guarantor shall
be effective to relieve Guarantor of its obligations hereunder. Lender can at
any time assign or delegate any rights or duties arising under this Guaranty.
This Guaranty shall inure to the benefit of Lender's successors and assigns.
Guarantor agrees to provide financial statements for Guarantor when requested by
Lender.

This Guaranty shall be governed by and construed in accordance with the laws of
the State of Virginia. The undersigned hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the State of
Virginia and of the United States of America located in the State of Virginia
for any action, suit or proceeding arising out of or relating to this Guaranty
and the transactions contemplated hereby, and further agrees that service of any
process, summons, notice or document by U.S. registered mail to its address set
forth below shall be effective service of process for any action, suit or
proceeding brought in connection with this Agreement in any such court.

IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION
WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND
ALLOW THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU  WITHOUT ANY FURTHER NOTICE.

CONFESSION OF JUDGMENT: The Guarantor hereby appoints Robert D. Perrow and Paul
S. Bliley, Jr., as its attorneys-in-fact, either of whom shall have the power to
confess judgment against the Guarantor in favor of the Lender in the Clerk's
Office of the Circuit Court of the City of Norfolk, Virginia, or in any other
court of proper jurisdiction for the unpaid balance of the guaranteed amounts
plus cost, expenses and attorney's fees as specified herein, upon the occurrence
of a default.



Guarantor acknowledges that Guarantor has read this Guaranty, has consulted with
counsel to the extent Guarantor deemed advisable, understands this Guaranty and
desires to be bound by it.

Dated:      _______________, 1996

Corporate Guaranty


By:_____________________________                Witness: ______________________
                                                                Secretary
Print Name _________________________

Its:________________________________


<PAGE>


                                         EXHIBIT 9.0(G)

General Electric Capital Corporation
1000 Hart Road, Suite 300
Barrington, IL  60010
Attn:  Manager, Asset Based Lending

Gentlemen:

            We have acted as counsel for ________________________, a
____________ corporation ("Borrower") in connection with the proposed loan to
Borrower by General Electric Capital Corporation ("GECC") pursuant to that
certain Loan and Security Agreement dated _________________, 1996, by and
between Borrower and GECC (the "Agreement"). In connection therewith, we have
been asked to deliver certain opinions to you. All capitalized terms not
otherwise defined herein shall have the meaning specified in the Agreement.

            We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion. We have assumed and relied
upon the authenticity of all document submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons, and,
except as to the execution of the Agreement on behalf of Borrower, the due
authority of all persons executing the same and the due execution and delivery
of all documents where due execution and delivery are prerequisites to the
effectiveness thereof.

            As to various questions of fact material to our opinion, we have
relied solely upon statements or certificates of officers and representatives of
Borrower and others, none of which we believe to be incorrect. Where an opinion
is qualified by reference to our knowledge or belief, we render an opinion
limited in scope to matters actually or believed by us and have not
independently investigated such matters other than as described in this letter.

Based on the foregoing, it is our opinion that:

1. Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of ______________, and each has full
corporate power to enter into the Agreement and all other instruments and
documents to be delivered thereunder or pursuant thereto, and to carry out the
provisions of the Agreement and such other instruments and documents. Borrower
has all licenses, approvals and consents necessary to conduct its business as
currently being conducted and to perform the Agreement, and had all licenses
approvals and consents necessary for the acquisition and servicing of the
Contracts by Borrower prior to the date of the Agreement.

2. Borrower is duly qualified and in good standing to do business in all states
in which the failure to so qualify would have a material adverse affect on
Borrower's business or properties or its ability to perform under the Agreement.

3. The execution, delivery and performance by Borrower of the Agreement and all
other documents previously or contemporaneously delivered pursuant thereto, and
the transactions contemplated thereby, have been duly authorized by all
necessary corporate proceedings. The Agreement and all such other documents
required to be executed by Borrower have been duly and validly executed and
delivered by Borrower and are valid and legally binding agreements of Borrower,
enforceable in accordance with their terms.

4. No consent, approval, authorization, order, registration or qualification of
or with any court or regulatory authority or other governmental body having
jurisdiction over Borrower is required for (or, in the alternative, the absence
of any such consent, approval, authorization, order, registration or
qualification would not adversely affect) the legal and valid execution,
delivery or performance of, or the pledge and servicing of the Contracts under,
the Agreement.

5. To the best of our knowledge, neither the execution, delivery or performance
of the Agreement will conflict with or result in a breach of or default under
any contract or agreement to which Borrower is subject or by which it or its
property is bound. Borrower has all licenses, approvals and consents necessary
to conduct its business as currently being conducted and as proposed to be
conducted in accordance with the terms of the Agreement and as it was conducted
for the acquisition and servicing of the Contracts by Borrower.

6.          The execution, delivery and performance of the Agreement will not
violate or result in the violation of the articles of incorporation or by-laws
of Borrower or any law applicable to Borrower.

7. Based upon representations and warranties made to us by Borrower, prior to
the execution and delivery of the Agreement, Borrower had good and marketable
title to the Pledged Contracts, subject to no lien, claim, security interest,
charge, encumbrance or right of any kind. Upon execution and delivery of the
Agreement by Borrower and GECC, GECC will have a security interest in the
Collateral to secure Borrower's obligations to GECC under the Agreement.

8. Upon due execution of the Uniform Commercial Code financing statements with
the language in Exhibit 10.0(g) of the Agreement and filing in the office of the
____________ Secretary of State, GECC's security interest in the Collateral will
be perfected except where perfection depends on possession and GECC does not
have possession and except where perfection requires notation as lienholder on a
certificate of title. The Collateral in which a security interest is perfected
by filing a Uniform Commercial Code financing statement is described in the
language of Exhibit 10.0(g) with sufficient specificity to perfect the security
interest.

9. To the best of our knowledge, there are no material actions, suits,
judgments, orders, arbitrations or other legal, administrative or governmental
investigations or proceedings pending or threatened against or affecting
Borrower or the assets of Borrower.

10. The Contract attached to the Agreement as Exhibit 3.1(A) is chattel paper as
defined in the Uniform Commercial Code and complies with state and federal law.

11. GE Capital's security interest in the Contracts will enable GE Capital
following an Event of Default to enforce the Contracts and Borrower's security
interest in the Financed Vehicles to the same extent that Borrower could.


                                                        ------------------
                                                        Very truly yours,


                                         EXHIBIT 9.0(G)


<PAGE>



                                         EXHIBIT 9.0(K)

                              ASSIGNMENT OF RIGHTS TO DIRECT DEBIT

                                      The Finance Company

_________________________("Assignor") hereby absolutely and irrevocably assigns
to General Electric Capital Corporation ("GE Capital") all of Assignor's right,
title and interest in, under, and with respect to any and all rights of Assignor
to directly debit or charge any bank account authorized by a Contract Debtor for
the payment of any and all obligations of such Contract Debtor to Assignor under
any Contract.

Without limiting the rights included in this assignment, this assignment
entitles GE Capital to directly debit or charge the bank accounts of Assignor's
Contract Debtors for obligations due and owing under any Contract which Assignor
would be entitled to debit or charge, and to make such debits or charges in its
name or Assignor's name. Assignor hereby authorizes GE Capital to sign
Assignor's name on all such debits or charges GE Capital makes, and, to the
extent required, endorse Assignor's name on all such acknowledgments of such
debits or charges it receives. Assignor hereby instructs and authorizes all
banking institutions at which Assignor has direct debit authorizations of record
to rely on this Assignment and any statement or instruction in writing by GE
Capital with respect to the operation and effect of this Assignment and the
installment contract obligations of its Contract Debtors covered by it. Assignor
hereby agrees that the financial institutions who so rely shall have no
liability to Assignor for complying with this Assignment and such statements and
instructions by GE Capital.

Any terms used herein without definition shall have the meaning given to such
terms in the Amended and Restated Motor Vehicle Installment Contract Loan and
Security Agreement between Assignor and GE Capital dated _________, 1996.



Dated:___________________, 199__                [Name]



By:___________________________


Its:____________________________










                                         EXHIBIT 9.0(K)


<PAGE>




                                      THE FINANCE COMPANY

                                     OFFICER'S CERTIFICATE


            The undersigned, ________________________________________, a duly
authorized officer of __________________, a ______________ corporation
("Company"), DOES HEREBY CERTIFY, for purposes of the Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated as of
__________________, 1996 (the "Agreement") between Company and General Electric
Capital Corporation, to the best of my knowledge after reasonable investigation,
that as of ______________ (i) the representations and warranties of Company in
the Agreement are true and correct, (ii) Company has performed all of its
obligations and satisfied all of the conditions required to be performed and
satisfied under the Agreement before or at the time of the first Advance by
General Electric Capital Corporation, and (iii) there has been no material
adverse change in the financial condition of Company since _____________. Unless
otherwise defined herein, capitalized terms herein shall have the meanings
specified in the Agreement.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
______ day of ____________, 1996.



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

                      Print Name: ________________________

                      Title: _____________________________














                                         EXHIBIT 9.0(L)


<PAGE>


                                     CORPORATE RESOLUTIONS
                                      THE FINANCE COMPANY

            I, ____________________________________, do hereby certify that I am
the duly elected and qualified Secretary and the keeper of the records and seal
of ____________________, a ___________ corporation (the "Corporation"), and that
the following is a true and correct copy of resolutions duly adopted at a
meeting of the Board of Directors of the Corporation convened and held in
accordance with law and with the articles of incorporation and the by-laws of
the Corporation on the ____ day of ________, ______, and that such resolutions
are now in full force and effect, unamended, unaltered and unrepealed:

            RESOLVED, the Board of Directors has determined it is in the best of
interest of the Corporation borrow money from General Electric Capital
Corporation secured by installment obligations and other collateral now or
hereafter owned by the Corporation;

            FURTHER RESOLVED, the Board of Directors has reviewed the proposed
loan and rights to be granted to General Electric Capital Corporation presented
by the President and as evidenced by the Amended and Restated Motor Vehicle
Installment Contract Loan and Security Agreement;

            FURTHER RESOLVED, the proposed loan and granting of security
interests are approved and all officers of the Corporation are authorized to
execute and deliver such documents and take such actions as are necessary in
order to become or remain indebted to General Electric Capital Corporation and
to pledge the installment obligations and other collateral to General Electric
Capital Corporation;

            FURTHER RESOLVED, all actions previously or subsequently taken by
officers of the Corporation in connection with this transaction, are ratified
and confirmed, and approved as authorized actions on behalf of and binding on
the Corporation, and each officer of the Corporation listed below, acting alone,
is authorized to take such additional action in connection with the loan as he
or she deems necessary or appropriate to consummate the proposed loan and
granting of rights to General Electric Capital Corporation.

            I FURTHER CERTIFY that the following persons have been appointed or
elected and are now acting as officers of the Corporation in the capacity set
before their respective signatures:

                               Signatures to follow on next page


<PAGE>



        NAME                                     TITLE              SIGNATURE

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

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

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

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

            IN WITNESS WHEREOF, I have subscribed my name as Secretary and have
caused the seal of the Corporation to be hereunto affixed this ______ day of
________, ______.


--------------------------
SEAL                                                             Secretary





                                         EXHIBIT 9.0(P)


<PAGE>




                                       POWER OF ATTORNEY


            KNOW ALL PEOPLE BY THESE PRESENTS:

            ______________________ ("Principal") hereby constitutes and appoints
General Electric Capital Corporation ("GECC") as its true and lawful agent and
attorney in fact to act in its name and stead or on its behalf with authority to
do the following acts to the extent the acts relate to installment contracts and
related rights pledged to GECC (the pledged retail contracts and related rights
are referred to herein as the "Property"):

            1. GECC can receive, endorse, and collect all payments made payable
to or owed to Principal in connection with the Property, including but not
limited to military pay allotments.

            2. GECC can enforce, release, modify, and transfer the rights and
interests granted to Principal regarding the Property, including but not limited
to rights with respect to insurance policies, motor vehicles, motorcycles, and
certificates of title.

            This power of attorney is coupled with an interest and cannot be
terminated by Principal. Principal hereby instructs and authorizes anyone
presented with this Power of Attorney, or a copy hereof, to comply with the
Power of Attorney and rely on GECC's statements and instructions in connection
therewith. Anyone who relies on and complies with this Power of Attorney or
GECC's statements or instruction in connection therewith shall have no liability
to Principal for doing so.

            This power of attorney is made on _____________, 1996.


                                            Borrower


By: ______________________                  By:____________________________
Title: _____________________                Title:_________________________


Subscribed and Sworn to before me by authorized representatives of
______________ this ____ day of _____________________, 1996.


-------------------------------
        Notary Public

SEAL


                                         EXHIBIT 9.0(Q)


<PAGE>


                                      CORPORATE RESOLUTION

            I, ____________________________________, do hereby certify that I am
the duly elected and qualified Secretary and the keeper of the records and seal
of ____________________, a ___________ corporation (the "Corporation"), and that
the following is a true and correct copy of resolutions duly adopted at a
meeting of the Board of Directors of the Corporation convened and held in
accordance with law and with the articles of incorporation and the by-laws of
the Corporation on the ____ day of ________, ______, and that such resolutions
are now in full force and effect, unamended, unaltered and unrepealed:

            RESOLVED, the Board of Directors has determined it is in the best of
interest of the Corporation to guaranty the obligations of The Finance Company
to General Electric Capital Corporation;

            FURTHER RESOLVED, the Board of Directors has reviewed the proposed
guaranty (the "Guaranty") to be issued to General Electric Capital Corporation
presented by the President and as evidenced by the Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement;

            FURTHER RESOLVED, the proposed Guaranty is approved and all officers
of the Corporation are authorized to execute and deliver such documents and take
such actions as are necessary in order to effectuate the Guaranty to General
Electric Capital Corporation;

            FURTHER RESOLVED, all actions previously or subsequently taken by
officers of the Corporation in connection with this transaction, exclusive of
future amendments, are ratified and confirmed, and approved as authorized
actions on behalf of and binding on the Corporation.

            I FURTHER CERTIFY that the following persons have been appointed or
elected and are now acting as officers of the Corporation in the capacity set
before their respective signatures:

NAME                                            TITLE               SIGNATURE

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

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

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

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

            IN WITNESS WHEREOF, I have subscribed my name as Secretary and have
caused the seal of the Corporation to be hereunto affixed this ______ day of
________, ______.


                                                    --------------------------
SEAL                                                            Secretary
                                         EXHIBIT 9.0(U)


<PAGE>


                                     CORPORATE RESOLUTIONS
                                 FIRST COMMUNITY FINANCE, INC.

            I, ____________________________________, do hereby certify that I am
the duly elected and qualified Secretary and the keeper of the records and seal
of ____________________, a ___________ corporation (the "Corporation"), and that
the following is a true and correct copy of resolutions duly adopted at a
meeting of the Board of Directors of the Corporation convened and held in
accordance with law and with the articles of incorporation and the by-laws of
the Corporation on the ____ day of ________, ______, and that such resolutions
are now in full force and effect, unamended, unaltered and unrepealed:

            RESOLVED, the Board of Directors has determined it is in the best of
interest of the Corporation to guaranty the obligations of The Finance Company
to General Electric Capital Corporation secured by installment obligations and
other collateral now or hereafter owned by the Corporation;

            FURTHER RESOLVED, the Board of Directors has reviewed the proposed
guaranty (the "Guaranty") to be issued to General Electric Capital Corporation
presented by the President and as evidenced by the Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement;

            FURTHER RESOLVED, the proposed Guaranty is approved and all officers
of the Corporation are authorized to execute and deliver such documents and take
such actions as are necessary to effectuate the Guaranty to General Electric
Capital Corporation and to pledge the installment obligations and other
collateral to General Electric Capital Corporation;

            FURTHER RESOLVED, all actions previously or subsequently taken by
officers of the Corporation in connection with this transaction, exclusive of
future amendments, are ratified and confirmed, and approved as authorized
actions on behalf of and binding on the Corporation.

            I FURTHER CERTIFY that the following persons have been appointed or
elected and are now acting as officers of the Corporation in the capacity set
before their respective signatures:

        NAME                                       TITLE              SIGNATURE

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

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

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

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

            IN WITNESS WHEREOF, I have subscribed my name as Secretary and have
caused the seal of the Corporation to be hereunto affixed this ______ day of
________, ______.


                                                --------------------------
SEAL                                                    Secretary

                                         EXHIBIT 9.0(V)


                          BORROWER'S NAMES, LOCATIONS AND SUBSIDIARIES





                                        EXHIBIT 10.0(a)


<PAGE>



                                          UCC LANGUAGE


All of the following now existing or hereafter arising and wherever located:
chattel paper; leases; installment sale contracts; installment loan contracts;
payments from chattel paper obligors; security deposits; motor vehicles
(including but not limited to cars, trucks and motorcycles); certificates of
title; contract purchase discounts; accounts; general intangibles; security
interests; collateral securing chattel paper; dealer agreements; dealer reserves
and rate participation; rights of Debtor related to chattel paper, installment
contracts, motor vehicles, and collateral securing chattel paper; documents;
instruments; deposit accounts; electronic funds transfers; equipment; inventory;
parts and accessories for motor vehicles ; payments from account debtor bank
accounts; reserve accounts; insurance policies, and benefits and rights under
insurance policies, which Debtor is solely or jointly the owner of, insured
under, the lienholder or loss payee under, or the beneficiary of; all payments
and property of any kind, now or at any time or times hereafter, in the
possession or under the control of Secured Party, or a bailee of Secured Party;
and all books and records (including, without limitation, customer lists, credit
files, computer programs, print-outs and other computer materials and records)
of Debtor pertaining to the foregoing collateral. All accessions to,
substitutions for and all replacements, products and proceeds of all of the
foregoing collateral, including, without limitation, proceeds of insurance
policies insuring the collateral.







                                        EXHIBIT 10.0(g)


<PAGE>


                                       BROKER DISCLOSURE

                                     TO BE PROVIDED BY TFC













                                        EXHIBIT 10.0(i)

<PAGE>


                                        LABOR DISCLOSURE

                                              NONE













                                        EXHIBIT 10.0(j)


<PAGE>



                                FINANCIAL STATEMENT CERTIFICATE

                                      THE FINANCE COMPANY

                                     OFFICER'S CERTIFICATE


            The undersigned, ______________________, the duly authorized chief
financial officer of _________________, a ______________ corporation
("Company"), DOES HEREBY CERTIFY, for purposes of the Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated as of
___________, 1996 (the "Agreement") between the Company and General Electric
Capital Corporation that: (i) the attached financial statements are accurate in
all material respects and present the true financial condition of Company as of
the dates shown, (ii) the assets of Company shown on the financial statements
exist, are solely owned by Company, are not subject to any liens other than the
lien of General Electric Capital Corporation and those disclosed in the
financial statements or allowed by the Agreement, and are accurately valued on
the financial statements, (iii) the attached financial statements were prepared
in accordance with generally accepted accounting principles, and (iv) there has
been no material adverse change in the financial condition of the Company after
the dates that the financial statements cover, and (v) the calculations on the
attached compliance certificate confirm that Borrower is in compliance with the
requirements of Sections 13.6 and Exhibit 13.6 of the Agreement.

                        IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this _____ day of ____________, 1996.




                                         -----------------------------------
                                             Vice President and Chief
                                             Financial Officer






                                          EXHIBIT 13.4




<PAGE>



                                      PORTFOLIO COVENANTS

            The covenants outlined below shall be measured as of the end of each
Accounting Period unless stated otherwise and reported to Lender with the
Financial Statement Certificate attached as Exhibit 13.4

            All percentages shall not exceed the following:

                    Maximum
            Delinquency Measurement            Fiscal       Fiscal      Fiscal
                                                1996        1997        1998

TFC      Rolling Average Delinquency           14.00%       13.00%       13.00%
FCF      Rolling Average Delinquency            8.00%       10.00%       12.00%




          Maximum Charged Off Losses           1996         1997       1998

TFC      Rolling Average Charged-Off Losses    2.75%        2.00%     2.00%
FCF      Rolling Average Charged-Off Losses    1.00%        1.50%     2.00%



            Maximum Repossession Inventory     1996         1997       1998

TFC      Repossession Inventory                 3%           3%         3%



                  QUARTERLY
         Minimum Reserve Requirement           1996        1997       1998

TFC      Reserve Requirement                   100%         100%      100%
FCF      Reserve Requirement                   100%         100%      100%
<TABLE>
<CAPTION>

         Maximum Outstanding
  Principal Balance Pledged Contracts            1996          1997          1998
<S> <C>
TFC                                          175,000,000   191,000,000   219,000,000
</TABLE>

(1)    Increasing $4,000,000 per fiscal quarter in 1997
(2)    Increasing $7,000,000 per fiscal quarter in 1998



                                          EXHIBIT 13.6


<PAGE>


                                      FINANCIAL COVENANTS

            The covenants outlined below shall be measured as of the end of each
Accounting Period and reported to Lender with the Financial Statement
Certificate attached as Exhibit 13.4.

            Minimum                 Fiscal              Fiscal          Fiscal
            Net Worth               1996                1997             1998

            TFCEI                $33,000,000         $34,000,000    $37,000,000
            TFC                  $27,000.000         $28,000,000    $31,000.000

            Maximum
            Debt Ratio              1996                1997             1998

            TFCEI                  4.2:1                4.1:1           4.0:1
            TFC                    4.6:1                4.6:1           4.2:1

            Minimum
            Interest Coverage       1996                1997            1998

            TFC                     .7                  1.3              1.5




                                          EXHIBIT 13.6


<PAGE>


                                          EXHIBIT 16.0

                                  DEBT SUBORDINATION AGREEMENT


                        THIS DEBT SUBORDINATION AGREEMENT ("Agreement") dated as
of _____________, 1996 is made between __________________________ ("Payee") and
General Electric Capital Corporation, a New York corporation with offices at
l000 Hart Road, Barrington, Illinois 60010 ("Lender"). To induce Lender to
provide financing to _____________ ("Company"), Payee agrees to the terms of
this Agreement.

            1. Representations and Warranties. Payee represents and warrants
that: (a) Company is currently indebted to Payee in the amount of $ ____________
("Current Debt"), (b) the Current Debt is the only payment obligation of Company
to or for the benefit of Payee other than any compensation for services already
provided or any dividend already declared, (c) the Current Debt is unsecured,
(d) the Current Debt is the present unpaid principal balance of all loans made
by Payee to Company, (e) the Current Debt is not in default and the Current Debt
is not subject to any defense, offset, or counterclaim, (f) the term of the
Current Debt is _________ months and the interest rate on the Current Debt is
____________ percent (____%), and (g) Payee is the sole holder and owner of the
Current Debt.

            2. Subordination. The Current Debt and any future payment obligation
of Company to Payee (referred to together as the "Subordinated Debt") and the
payment thereof are hereby postponed and subordinated to all payment and
security interest obligations of Company to Lender now existing or hereafter
arising ("Senior Debt"). Payee shall not accept or receive any payment on the
Subordinated Debt without the prior written consent of Lender. Payee shall cause
each document evidencing the Subordinated Debt to bear a legend that it is
subordinated to Company's obligations to Lender.

            3. Security Interest in Subordinated Debt. To secure the Senior
Debt, Payee hereby grants to Lender a security interest in the Subordinated Debt
and in Payee's interest in any now existing or hereafter arising collateral for
the Subordinated Debt. Payee shall notify Lender of any increase in the amount
of the Subordinated Debt beyond the amount of the Current Debt, other than any
increase attributable to reasonable and customary compensation and dividends,
and shall notify Lender if Payee obtains a security interest in any real or
personal property to secure the Subordinated Debt. Payee hereby subordinates its
security interest, if any, in Company's existing and future assets to Lender's
security interest in Company's existing and future assets. Payee agrees not to
repossess or foreclose on the collateral for the Subordinated Debt until all of
Company's obligations to Lender have been fully performed and Company is no
longer indebted to Lender.

            4. Turnover of Prohibited Transfers. If Payee receives any payment
in any form on the Subordinated Debt other than as permitted in paragraph 2
hereof, Payee shall deliver the payment forthwith to Lender for application to
the Senior Debt, in the form received except for the addition of any endorsement
or assignment necessary to effect a transfer of all rights therein to Lender.
Lender is irrevocably authorized to supply any required endorsement or
assignment which may have been omitted. Until so delivered, Payee shall hold
such payment in trust for Lender and shall not commingle it with other funds or
property.

            5. Authority to Act for Creditor. For so long as any of the Senior
Debt remains outstanding, Lender shall have the right to act as Payee's
attorney-in-fact, at Lender's option, at any meeting of creditors of Company or
in connection with any case or proceeding for the dissolution, distribution,
division or application of the assets of Company to: (a) enforce the
Subordinated Debt; (b) collect any assets of Company distributed or applied by
way of dividend or payment, or any securities issued, on account of the
Subordinated Debt and to apply them to the Senior Debt, paying any surplus to
Payee to the extent permitted by law; (c) vote claims comprising the
Subordinated Debt in order to accept or reject any plan of liquidation,
reorganization, or composition; and (d) take generally any action in connection
with any such meeting, case or proceeding that Payee would be authorized to take
but for this Agreement. In no event shall Lender be liable to Payee for any
failure to prove the Subordinated Debt, to exercise any right with respect
thereto or to collect any sums payable thereon.

            6.          Validity of Subordinated Debt.  The provisions of this
Agreement are solely for the purpose of defining the relative rights of Lender
and Payee and shall not impair, as between Payee and Company, the validity of
the obligations of Company.

            7. Indulgences Not Waivers. Neither the failure nor any delay on the
part of Lender to exercise any right, remedy, power or privilege hereunder shall
operate as a waiver thereof or give rise to an estoppel, or be construed as an
agreement to modify the terms of this Agreement, nor shall any single or partial
exercise of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence. No waiver by a party hereunder shall be effective
unless it is in writing and signed by the party making such waiver, and then
only to the extent specifically stated in such writing.

            8. Duration and Termination. This Agreement shall constitute a
continuing agreement of subordination, and shall remain in effect until the
Senior Debt shall have been fully and indefeasibly paid with interest and other
applicable charges. Neither the death nor the bankruptcy of Payee shall effect a
termination hereof. Lender may, without notice to Payee, extend or continue
credit and make other financial accommodations to or for the account of Company
in reliance upon this Agreement.

            9. Notices. All notices, requests, demands and other communications
required or permitted under this Agreement or by law shall be in writing and
shall be deemed to have been duly given, made and received only when delivered
against receipt or when deposited in the United States mails, certified or
registered mail, return receipt requested, postage paid, addressed as set forth
below, and actually presented at the address of the noticed party.

            (a)         If to Lender:  General Electric Capital Corporation
                                       1000 Hart Road, Suite 300
                                       Barrington, Illinois 60010
                                       Attn: Manager - Asset Based Financing

            (b)         If to Payee:
                                       ------------------------

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

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



            Any addressee may change its address to which communications are to
be sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.

            10.         Lender's Duties Limited.  The rights granted to Lender
in this Agreement are solely for its protection, and nothing contained herein
imposes on Lender any duties.

            11. Entire Agreement. This Agreement constitutes and expresses the
entire understanding between the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, whether expressed or implied, oral or
written. Neither this Agreement nor any portion or provision hereof may be
changed, waived or amended orally or in any manner other than by an agreement in
writing signed by Lender and Payee.

            12.         Additional Documentation.  Payee shall execute such
additional documents and shall take such further action as Lender may reasonably
request in order to carry out the provisions and intent of this Agreement.

            13. Expenses and Jury Trial Waiver. Payee agrees to pay Lender on
demand all expenses of every kind, including reasonable attorney's fees, that
Lender may incur in enforcing any of its rights under this Agreement. PAYEE
WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION REGARDING THIS AGREEMENT
COMMENCED BY OR AGAINST LENDER.

            14. Successors and Assigns. This Agreement shall inure to the
benefit of Lender, its successors and assigns, and shall be binding upon Payee
and his heirs, personal representatives, successors and assigns. Lender may
assign this Agreement. Payee shall cause any transferee of a Subordinated Debt
to agree in a writing delivered to Lender that the transferred debt is subject
to this Agreement and that the transferee will perform Payee's obligations
hereunder with regard to the transferred debt. A transfer by Payee shall not
relieve him of his obligations hereunder.

            15.         Governing Law.  The validity, construction and
enforcement of this Agreement shall be governed by the internal laws of the
State of Illinois.  If any provision hereof shall for any reason be held invalid
or unenforceable, it shall not affect the validity or enforceability of any
other provision hereof.

            Payee

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

            General Electric Capital Corporation

            By: __________________________
            Title: _________________________

                                     continued on next page


<PAGE>



            Company agrees to comply with the provisions of this Debt
Subordination Agreement and to make payment on the Subordinated Debt only in
accordance with the subordination.

                                              Borrower


                                              By:
                                                ------------------------
                                              Title:
                                                -----------------------

                                  EXHIBIT 16.0


<PAGE>




                                PLEDGE AGREEMENT


          THIS PLEDGE AGREEMENT ("Agreement") is made as of the 20th day of
December, 1996, by and among First Community Finance, Inc. ("Pledgor"), a
Virginia corporation, and GENERAL ELECTRIC CAPITAL CORPORATION ("Lender"), a New
York corporation with an office located at 1000 Hart Road, Barrington, Illinois
60010.

          WHEREAS, Lender has entered into an Amended and Restated Motor Vehicle
Installment Contract Loan and Security Agreement ("LSA") with The Finance
Company, a Virginia corporation ("Borrower"), dated December 20, 1996, pursuant
to which Lender agreed to provide financing to Borrower; and

          WHEREAS, to induce Lender to extend such financial accommodations to
Borrower, Pledgor has executed and delivered to Lender a Guaranty dated December
20, 1996, pursuant to which Pledgor has guarantied the liabilities of Borrower
to Lender, and Pledgor has agreed to secure the guarantied liabilities with
certain collateral described in Section I below;

          NOW, THEREFORE, in consideration of the foregoing premises and for
other good and adequate consideration, the receipt and sufficiency of which are
hereby acknowledged, Pledgor agrees with Lender as follows:

          I.    Pledge To secure (i) Pledgor's obligations under the Guaranty,
                (ii) Pledgor's obligations under this Agreement, (iii)
                Borrower's obligations under the LSA, and (iv) all other
                obligations of Borrower, and all other obligations of Pledgor,
                to Lender, (all of the foregoing obligations, including those
                now existing and those hereafter arising, are hereinafter
                referred to as the
                 "Secured Obligations"), Pledgor hereby pledges and grants to
                 Lender a continuing security interest in and to all of the
                 following property of Pledgor, whether now owned or existing or
                 hereafter arising or acquired and regardless of where located:

          contracts; contract rights; chattel paper; leases; installment sale
                contracts; installment loan contracts; payments from chattel
                paper obligors; security deposits; cash; contract purchase
                discounts; accounts receivables; general intangibles; security
                interests; collateral securing chattel paper; rights of Pledgor
                related to chattel paper, installment contracts, and collateral
                securing chattel paper; documents; instruments; deposit
                accounts; electronic funds transfers; equipment; inventory;
                payments from account debtor bank accounts; reserve accounts;
                insurance policies, and benefits and rights under insurance
                policies, which Pledgor is solely or jointly the owner of,
                insured under, the lienholder or loss payee under, or the
                beneficiary of; and all payments and property of any kind, now
                or at any time or times hereafter, in the possession or under
                the control of Lender, or a bailee of Lender; accessions to,
                substitutions for and all replacements, products and proceeds
                of, any of the foregoing property; and books and records
                (including, without limitation, financial statements, accounting
                records, customer lists, credit files, computer programs,
                electronic data, print-outs and other computer materials and
                records) of Pledgor pertaining to any of the foregoing property
                (all of the foregoing are hereinafter referred to as the
                "Collateral").

          Pledgor shall execute and deliver such other instruments or documents
                as Lender may reasonably request in order to carry out the
                purposes of this Agreement. Except as provided in Section III.F.
                hereof, Pledgor shall deliver to Lender such other items of
                Collateral as are received by Pledgor.

          II.         Representations and Warranties.  Pledgor hereby makes the
following representations and warranties to Lender, each of which shall survive
the execution and delivery of this Agreement:

          A. Pledgor has the right and power to enter into and perform this
Agreement and this Agreement is the legal, valid and binding obligation of
Pledgor enforceable against Pledgor in accordance with its terms, subject to the
restrictions, if any, contained in Section 6.1-300 of the Code of Virginia, as
amended.

          B.          The execution and performance by Pledgor of this Agreement
does not constitute a violation of any applicable law or court order or
constitute a breach of any provision contained in any document to which Pledgor
is a party or by which it is bound.

          C.          Pledgor is the sole legal and equitable owner of the
Collateral free and clear of all liens, charges, claims encumbrances and
security interests, except those in favor of Lender.

          III.        Covenants with Respect to Collateral.  Pledgor covenants
and agrees with Lender with respect to the Collateral as follows:

          A. Pledgor shall pay all taxes, assessments and charges levied,
assessed or imposed upon the Collateral before the same become delinquent or
become liens upon any of the Collateral. Pledgor shall keep the Collateral free
from all interests and liens other than Pledgor's and Lender's, and not allow
the Collateral to become attached or levied upon or seized in connection with
any legal proceedings.

          B. Pledgor shall perform all acts and do all things which Lender may
request to evidence, preserve, perfect, or enforce Lender's security interest in
the Collateral. Pledgor shall defend Pledgor's title to the Collateral and
Lender's security interest therein against any claims.

          C. Until Lender releases its security interest in the Collateral,
Pledgor shall not transfer to anyone other than Lender any interest in the
Collateral; provided that, at any time prior to a default in the Secured
Obligations, Pledgor may sell the Collateral at fair market value and Lender
will release its security interest in the Collateral if Lender receives all
proceeds of sale, net of any customary sales commissions. Upon receipt of the
proceeds, Lender shall apply the proceeds to the Secured Obligations.

          D. In the event that Pledgor fails or refuses to perform the Secured
Obligations, Lender shall have the right, without obligation, to do all things
it deems necessary or advisable to enforce the Secured Obligations, and Pledgor
shall reimburse Lender for all amounts incurred by Lender in furtherance thereof
including without limitation, attorneys' fees. Until Lender is reimbursed, such
amounts shall constitute Secured Obligations and bear interest at the highest
lawful contract rate until paid.

          E.          Nothing contained herein shall obligate Lender or impose a
duty upon Lender to assume or perform any obligations of Pledgor with respect to
any of the Collateral.

          F. For so long as the Secured Obligations are not in default, Pledgor
has the right to receive all consumer payments with respect to the Collateral.
If any of the Secured Obligations are in default, Pledgor's right to receive
payments shall cease, and Lender shall have the sole and exclusive right to
receive and retain the payments. In such event, Pledgor shall pay over to Lender
any payments received by Pledgor with respect to the Collateral, and Lender
shall apply the payments to the Secured Obligations.

          G.     Pledgor shall provide Lender with copies of all notices it
receives regarding the Collateral.

          H. Pledgor shall perform all aspects of servicing, administering,
collecting, liquidating, accounting for and managing the Collateral it
customarily performs in accordance with Pledgor's current practices for contract
administration, which practices are in accordance with applicable law and have
been disclosed to Lender prior to the date hereof.

          IV.         Remedies.  Upon and after the default of a Secured
Obligation, Lender shall have the following rights and remedies:

          A. In addition to any rights and remedies contained in this Agreement,
all of the rights and remedies of a secured party under the Uniform Commercial
Code of the State where such rights and remedies are asserted, or under other
applicable law, all of which rights and remedies shall be cumulative, and none
of which shall be exclusive.

          B. Pledgor agrees that in the event that notice of disposition of any
Collateral is necessary under applicable law, written notice mailed to Pledgor,
in the manner specified in Section VII G. hereof, at least ten (10) days prior
to the date of the disposition of the Collateral shall constitute commercially
reasonable notice.

          V. Appointment of Lender as Pledgor's Lawful Attorney. Pledgor hereby
appoints Lender (and all persons designated by Lender) as Pledgor's true and
lawful attorney to, without notice to Pledgor, in Pledgor's or Lender's name:
(i) do all acts and things necessary, in Lender's discretion, to fulfill
Pledgor's obligations under this Agreement; and (ii) endorse the name of Pledgor
upon any forms of payment or transfer documents consisting of or related to the
Collateral. Such power of attorney shall be deemed coupled with an interest and
shall be irrevocable.

          VI.         Termination.  Pledgor acknowledges and agrees that this
Agreement shall continue in full force and effect until all of the Secured
Obligations have been fully performed and the LSA has been terminated.  Upon
termination of this Agreement, Lender, at Pledgor's expense, shall return to
Pledgor all Collateral then in Lender's possession.

          VII.        Miscellaneous.

          A. Modification of Agreement; Sale of Interest. This Agreement may not
be modified or amended except by an agreement in writing signed by Pledgor and
Lender. Pledgor shall not sell, assign or transfer this Agreement or any portion
thereof, including, without limitation, Pledgor's rights, interests, remedies,
powers, and/or duties hereunder. Pledgor hereby consents to Lender's
participation, sale, assignment, or other transfer of this Agreement or of any
portion hereof, including, without limitation, Lender's rights, interests,
remedies, powers, and/or duties hereunder.

          B.          Expenses and Taxes.  If any taxes shall be payable on
account of the execution or performance of this Agreement or the Collateral,
Pledgor shall pay all such taxes.

          C. Waiver by Lender. Lender's failure, at any time or times hereafter,
to require strict performance by Pledgor of any provision of this Agreement
shall not waive, impair or diminish any right of Lender thereafter to demand
strict compliance and performance therewith. Any suspension or waiver by Lender
of a default by Pledgor under this Agreement shall not suspend, waive or affect
any other default by Pledgor under this Agreement, whether the same is prior or
subsequent thereto and whether of the same or of a different type. None of the
undertakings, agreements, warranties, covenants and representations of Pledgor
contained in this Agreement and no event of default by the Pledgor under this
Agreement shall be deemed to have been suspended or waived by Lender, unless
such suspension or waiver is in a writing specifying the suspension or waiver
and the writing is signed by a duly authorized representative of Lender and
directed to Pledgor.

          D.          Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

          E.          Parties.  This Agreement shall be binding upon and inure
to the benefit of the heirs of Pledgor and the permitted successors and assigns
of Pledgor and Lender.

          F. Waivers by Pledgor. Except as otherwise provided for in this
Agreement, Pledgor waives (i) presentment, demand and protest, and notice of
presentment, dishonor, protest, default, nonpayment, maturity, release,
compromise, settlement, extension or renewal of the Secured Obligations; (ii)
any bond or security which might be required by any court prior to allowing
Lender to exercise any Lender's remedies; and (iii) the benefit of all
valuation, appraisement and exemption laws.

          G. Liability of Pledgor. The liability of Pledgor hereunder is direct
and unconditional and may be enforced without requiring Lender first to resort
to any right or remedy Lender has as to Borrower or any third parties with
regard to Borrower's obligations to Lender or to foreclose or exhaust any
security therefor. Pledgor shall not have any right of subrogation,
reimbursement or indemnity whatsoever, nor any right to security for the
obligations of Borrower to Lender unless and until the indefeasible and
nonavoidable payment in full of all said obligations. Pledgor has made an
independent investigation of the financial condition and affairs of Borrower
prior to entering into this Agreement and has not relied upon any representation
made by Lender as to the financial condition, operation or creditworthiness of
Borrower. Pledgor further agrees that Lender shall have no duty or
responsibility now or hereafter to make any investigation or appraisal of
Borrower, or the security for Borrower's obligations to Lender, on behalf of
Pledgor or to provide Pledgor with any information which may come to Lender's
attention now or hereafter, whether or not such information could materially
increase the risk of Pledgor hereunder. Notice of any default by Borrower, and
of any adverse change in Borrower's financial condition or of any other fact
which might materially increase the risk of Pledgor hereunder is hereby waived.
Pledgor authorizes Lender without notice or demand and without affecting the
obligations of Pledgor hereunder, with respect to any obligation of Borrower to
Lender, to extend the time of payment or waive strict compliance of any other
term thereof, to renew or otherwise modify the terms thereof, to waive or
release any security therefor, to release Pledgor or other party liable
therefor, and to enter or grant any settlement, release, compromise,
composition, account stated or agreed balance with or to Borrower or any third
party, and Pledgor agrees that the foregoing actions shall not diminish
Pledgor's obligations hereunder.

          H.          Notice.  Except as otherwise provided herein, a notice
required hereunder shall be in writing, and shall be deemed to have been validly
given and received on the date of delivery if sent to:


          a.          If to Lender, at:    General Electric Capital Corporation
                                           1000 Hart Road, Suite 300
                                           Barrington, Illinois 60010
                                           Attention:  Manager, Asset Based
Financing

                      with a copy to:      General Electric Capital Corporation
                                           600 Hart Road
                                           Barrington, Illinois 60010
                                           Attention:  Counsel Auto Financial
Services

          b.          If to Pledgor, at:   First Community Finance, Inc.
                                           71 South Airport Drive
                                           Highland Springs, Virginia  23075

or to such other address as each party may designate for itself by like notice.
Notices may be delivered by telegram, facsimile transmission, certified mail
return receipt requested, or a commercial delivery service.

          J.          Governing Law.  THIS AGREEMENT HAS BEEN SUBMITTED TO
LENDER AT ITS OFFICE IN BARRINGTON, ILLINOIS.  THIS AGREEMENT SHALL BE
INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN
ACCORDANCE WITH VIRGINIA LAW.

          K.          Indemnity.  Pledgor shall indemnify Lender against all
expenses and losses incurred by Lender to third parties, and all claims made
against Lender by third parties, based on the execution of this Agreement, the
pledge of the Collateral, Pledgor's performance of this Agreement, or Lender's
lawful exercise of its rights under this Agreement.

          L. Disputes and Defaults. In the event of either a dispute regarding
the terms of this Agreement or a default of this Agreement by either party which
is not resolved to the satisfaction of the parties, the sole and exclusive right
of each party shall be to commence an arbitration proceeding in Chicago pursuant
to the rules of the American Arbitration Association. The only damages each
party may recover against the other are the actual and direct damages for a
breach of contract. Neither party can recover from the other any consequential,
special, punitive, incidental or indirect damages, including without limitation
loss of profit or goodwill. Both parties WAIVE A TRIAL BY JURY in any action
between them related to this Agreement.

          M.          Inspection and Access.

          a. Lender and its agents shall have the right, at any time, (i) during
usual business hours, to inspect the Collateral and the premises upon which any
of the Collateral is located; (ii) during usual business hours, to inspect,
audit and make copies or extracts from any Pledgor's records, computer systems,
files, and books of account; (iii) during usual business hours, to monitor
Pledgor's performance of its obligations with respect to this Agreement; and
(iv) to verify, in Lender's name or in the name of Pledgor, the validity,
amount, quality, quantity, value and condition of, or any other matter relating
to, the Collateral including but not limited to verifying contract information.
Pledgor shall, upon Lender's request from time to time, instruct its vendors,
banking and other financial institutions and its accountants to make available
to Lender and discuss with Lender such information and records as Lender may
request. Pledgor authorizes Lender, without request, to provide to a credit
reporting agency information about the Collateral and Pledgor's performance of
this Agreement. If Pledgor maintains or stores any data with respect to
Collateral on a computer data system, Pledgor shall upon request of Lender
provide Lender with (a) on-line access to such computer data system or (b)
deliver to Lender duplicate copies of the requested data in machine readable
form acceptable to Lender along with a printout or other hard copy of such data.
Pledgor shall, on request of Lender, provide to Lender (at the location
designated by Lender) the appropriate files.

          b. Certain of the Collateral consists of instruments, contracts,
chattel paper, documents and similar evidences of loans, advances, or other
extensions of credit by Pledgor (collectively, the "Finance Collateral"). On or
prior to January 3, 1997, Pledgor shall collect and securely deposit (and shall
thereafter collect and securely deposit) (i) all Finance Collateral originated
in the State of North Carolina at one of Pledgor's offices located within such
State, and (ii) all Finance Collateral originated in the Commonwealth of
Virginia (or otherwise than in North Carolina) at one of Pledgor's offices
located within such Commonwealth, such two offices and the conditions of such
collection and deposit to be approved by the Lender in its reasonable
discretion. Pledgor shall transfer possession to Lender of such Finance
Collateral at such two locations, and such Finance Collateral shall be
maintained in accordance with separate custodial agreements (the "Custodial
Agreements") between the Lender, the Pledgor and certain employees of Pledgor
who shall, pursuant to the Custodial Agreements, act as Lender's agents in the
holding, monitoring, maintenance, and securing of such Finance Collateral. On or
prior to January 3, 1997, Pledgor and two of its employees (acceptable to Lender
in its reasonable discretion) at each of the Finance Collateral collection
sites, shall have executed and delivered the respective Custodial Agreements,
which shall contain usual and customary terms acceptable to the parties thereto
in the respective reasonable discretion of each.

          c. On or after February 1, 1997, the Lender, in its sole discretion,
may remove the Finance Collateral from the sites described in Section VII M.b.
above and place such Finance Collateral under the care of a bank trust
department(s) or similar agent(s) of the Lender located in North Carolina and
Virginia, chosen by Lender and approved by Pledgor (such approval to not be
unreasonably withheld), and such agent(s), Lender and Pledgor shall enter into a
new Custodial Agreement or Agreements containing usual and customary terms
acceptable to the parties thereto in the respective reasonable discretion of
each. From and after such removal, Pledgor shall collect and deposit all Finance
Collateral with such new agent(s) of Lender.

          N. Location of Collateral. Throughout the term of this Agreement, any
of the Collateral (the "Virginia Collateral") subject to restrictions on
hypothecation, removal from the Commonwealth of Virginia and examination by the
Virginia State Corporation Commission (the "SCC") under the Virginia Consumer
Finance Act, Virginia Code Section 6.1-244, et seq., as it may be amended, and
any successor or similar statute (the "Virginia Act"), shall not be removed
outside the Commonwealth of Virginia. Likewise, any of the Collateral subject to
any requirements of North Carolina law similar to the Virginia Act ("N.C. Law")
relating to Collateral (the "N.C. Collateral") originated or located in North
Carolina, shall not be removed from the State of North Carolina and shall be
treated hereunder in compliance with N.C. Law. In the event of an exercise of
any right or remedy under this Agreement, Lender or a third party shall not
enter into a sale or other disposition of any of the Virginia Collateral which
would result in the Virginia Collateral leaving the Commonwealth of Virginia,
and shall likewise not enter into a sale or other disposition of the N.C.
Collateral which would result in the N.C. Collateral leaving the State of North
Carolina.

          Pledgor agrees to permit the SCC or its duly authorized
representatives, and the North Carolina Secretary of State, or other
governmental officials or representatives thereof authorized under N.C.
Law, access to the Collateral for purposes of examination.

          IN WITNESS WHEREOF, this Agreement has been duly executed under seal
by Pledgor as of December 20, 1996.


                                        Pledgor:  First Community Finance, Inc.


                                        By:
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                                        Title:
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