INVESTMENT MANAGEMENT AGREEMENT

                                     BETWEEN
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
                                       AND
                    N.M. ROTHSCHILD ASSET MANAGEMENT LIMITED


THIS  AGREEMENT is made and entered into this 26th day of January,  1988, by and
between Motors Mechanical  Reinsurance  Company,  Limited,  an exempted company,
organised  and existing  under the laws of  Barbados,  with offices at Collymore
Rock, St. Michael,  Barbados,  W.I.  (hereinafter referred to as the "Company"),
and N.M.  Rothschild Asset Management  Limited, a company organised and existing
under the laws of England, with its registered office at New Court, St Swithin's
Lane, London EC4P 4DU (hereinafter referred to as the "Investment Manager").

                              W I T N E S S E T H:

WHEREAS,  the  insurance  and  reinsurance  business  of the Company in Barbados
involves  the  investment  and  reinvestment  of premium and loss  reserves on a
regular and continuing basis;

WHEREAS,  the  Investment  Manager has  demonstrated  expertise  in the field of
investment  portfolio  management  which  should  allow it to  realise a rate of
return  on the  invested  reserves  of the  Company  allowing  for both  Capital
appreciation and liquidity;

WHEREAS,  the  Company  desires to appoint the  Investment  Manager to manage an
investment  account and the Investment  Manager  desires to act in such capacity
under the terms and conditions hereinafter set forth.

NOW,  THEREFORE,  in  consideration  of the promises and of the mutual covenants
herein  contained,  the Company and the  Investment  Manager do hereby  agree as
follows:

1.  Investment  Account.  Effective as of 11th  December,  1987 (the  "Effective
Date"),  the  Company by  resolution  of its Board of  Directors  or  Investment
Committee  segregated  certain  of  its  assets  in a  separate  account  to  be
administered and invested by the Investment Manager pursuant to the terms hereof
(the "Investment Account").

2. Appointment.  Effective as of the Effective Date, the Company hereby appoints
the  Investment   Manager  and  the  Investment   Manager  hereby  accepts  such
appointment  to act as an  Investment  Manager  with  respect to the  Investment
Account.

3.  Discretionary  Authority and  Responsibility.  Subject to written investment
guidelines  established  from time to time by the Company and  delivered  to the
Investment Manager (the "Investment Guidelines"),the Investment Manager shall be
responsible  in  its  sole  judgment  and  discretion  for  the  management  and
investment of the Investment Account.

Upon  receipt of any  amendment to the  Investment  Guidelines,  the  Investment
Manager shall follow such amended  Investment  Guidelines as to any  transaction
thereafter and shall follow such amended  Investment  Guidelines with respect to
the investments existing at the time of such receipt as promptly as practicable.
In no event shall the Investment Manager follow any Investment  Guideline or any
provision of this  Agreement  which  contravenes  any  applicable  law,  rule or
regulation of any governmental  authority or securities  exchange  applicable to
the  Investment  Manager or, where the Company has made the  Investment  Manager
aware of the same,  applicable to the Company;  and the Investment Manager shall
give  prompt  written  notice  to the  Company  of any such  contravention  upon
becoming aware of the same. The Investment  Guidelines  shall to the best of the
Company's  knowledge and belief be  consistent  with all such  applicable  laws,
rules and regulations.

4. Powers of Investment Manager. The Investment Manager shall have the following
powers with respect to the management and investment of the Investment  Account,
but only to the extent permitted by the Investment  Guidelines as they may exist
at any given time, (Exhibit A), provided that the purchase or sale of securities
may be effected by direct  communication  between the Investment Manager and the
broker  handling the transaction  with oral followed by written  confirmation to
the Company pursuant to procedures agreed to by the parties:

(a)  to purchase or subscribe for any securities or other property;

(b)  to sell for cash or on credit, to grant options,  convert, redeem, exchange
     for other securities or other property, to grant, purchase, sell, exercise,
     permit to  expire,  permit to be held in escrow or  otherwise  to  acquire,
     dispose of, hold and generally  deal in any manner with and in all forms of
     options in any  combination,  to enter into stand-by  agreements for future
     investment,  either with or without a stand-by fee, or otherwise to dispose
     of any  securities  or other  property  at any time held in the  Investment
     Account;

(c)  to settle,  compromise  or submit to  arbitration  any  claims,  debts,  or
     damages,  due or owing to or from the  Investment  Account,  to commence or
     defend suits or legal proceedings and to represent the Company with respect
     to the Investment Account in all suits or legal proceedings in any court of
     law or before  any other  body or  tribunal;  provided,  however,  that the
     Company  shall  retain the  right,  in its sole  discretion  and at its own
     expense,  to  bring,  join  in  or  oppose  any  such  suits,   proceedings
     settlements or  arbitrations  where or it may be adversely  affected by the
     outcome or where it is advised by counsel  that such  action is required on
     its part by applicable law;

(d)  to exercise any conversion privilege and/or subscription right available in
     connection  with any  securities or other  property held in the  Investment
     Account  or permit  the same to  lapse;  to  oppose  or to  consent  to the
     reorganisation,  consolidation,  merger, or readjustment of the finances of
     any corporation,  company or association,  or to the sale, mortgage, pledge
     or lease of the property of any corporation,  company or association any of
     the  securities of which are held in the  Investment  Account and to do any
     act with  reference  thereto,  including  the  exercise or non  exercise of
     options,  the making of  agreements  or  subscriptions  and the  payment of
     expenses, assessments or subscriptions, which may be necessary or advisable
     in  connection  therewith,  and to hold and retain any  securities or other
     property in the Investment Account which it may so acquire;  and to deposit
     any property with any protective,  reorganisation or similar committee, and
     to pay or agree to pay part of the  expenses and  compensation  of any such
     committee and any assessments levied with respect to property so deposited;

(e)  to exercise  any right,  including  the right to vote if so directed by the
     Company,  appurtenant  to any  securities  or  other  property  held in the
     Investment Account;

(f)  to hold  part  or all of the  Investment  Account  in an  interest  bearing
     deposit account from time to time, i.e. uninvested in securities;

(g)  to purchase, enter, sell, hold and generally deal in any manner in and with
     contracts for the immediate or future delivery of financial  instruments of
     any issuer or of any other property;

(h)  to delegate to one or more  agents any of its duties  hereunder  and in its
     discretion to provide such information on the composition of the Investment
     Account as may prove necessary to such agents; and

(i)  to convert monies received with respect to assets in the Investment Account
     into U.S.  dollars or other  currencies  through the  Investment  Manager's
     customary  channels,  including without  limitation,  the effecting of such
     conversions through one of its affiliates.

The words "securities or other property" as used in subparagraph  "(a)" shall be
deemed to refer to any intangible  personal  property or part interest  therein,
wherever situate, including but without being limited to governmental, corporate
or personal obligations,  trust and participation certificates,  certificates of
deposit,  notes or other  evidences of  indebtedness  or  ownership,  secured or
unsecured,  common  and  preferred  stocks  and  options  thereon  and any other
evidences  of  indebtedness  or  ownership,  when  and if  permitted  under  the
Investment Guidelines.

5. Reports,  Valuations,  Certificates,  Meetings. The Company shall certify the
appointment of the Investment  Manager and the amount of the Investment  Account
and  the  Investment  Manager  shall  provide  the  Company  with a  certificate
evidencing  the  Investment   Manager's  duly  authorised   representatives  for
communications with the Company.

The  Investment  Manager  shall  deliver to the Company or its designee  monthly
statements indicating all investments in the Investment Account and their market
values  as of the  close of  business  on the last  business  day of each  month
together  with  performance  tabulations,  a  schedule  of  purchases  and sales
including brokerage commissions or other fees, if any, and such other reports as
shall be reasonably requested from time to time by the Company.

The Investment  Manager shall, upon the request of the Company,  attend meetings
with  representatives of the Company to discuss the investment of the Investment
Account  assets or shall  submit its views in writing as the Company may request
from time to time.

The  Company  shall  from  time to time  provide  the  Investment  Manager  with
Certificates containing the names and specimen signatures of the individuals who
are  authorised  to act on behalf of the Company.  Persons  authorised to act on
behalf of the Company may delegate various duties under this Agreement  provided
that the power to act on behalf  of the  Company  to amend  this  Agreement,  to
change the amount of the Investment  Account,  to terminate this Agreement or to
amend the  Investment  Guidelines may not be delegated.  The Investment  Manager
shall be fully  protected  in  relying  upon any  written  notice,  instruction,
direction or communication that the Investment Manger reasonably believes (based
upon the then current  Certificate  of the Company) to have been  executed by an
individual who is authorised to act on behalf of the Company as the case may be.

6.  Custody  of  Assets.   The  Investment   Manager  shall  establish   custody
arrangements  for the physical  possession  and retention in safe custody to the
order of the Company of all of the assets of the Investment Account and shall be
responsible for the collection of all income due thereon.

7. Brokerage.  The Investment Manager will endeavor to secure the best execution
and terms reasonably  obtainable in all  transactions  effected on behalf of the
Company.   Except  as  otherwise  specifically  directed  by  the  Company,  the
Investment Manager shall have complete discretion to select any broker or dealer
(including affiliates of the Investment Manager) to effect such transactions.

8.  Representations,  Standard of Conduct. The Investment Manager represents and
warrants  that  it has  completed,  obtained  or  performed  all  registrations,
filings, approvals,  authorisations,  consents or examinations required of it by
any  government   governmental   authority  for  the  performance  of  the  acts
contemplated by this Agreement, and will maintain such status during the term of
this Agreement.

The  Investment  Manager  acknowledges  that it is familiar with and will comply
with the  responsibilities  demanded  of a  prudent  investment  manager  in the
performance of its obligations hereunder.  The Investment Manager shall, subject
always to the Investment  Guidelines,  discharge such obligations  solely in the
interest of the Company and (i) for the exclusive purpose of providing  benefits
to the Company and defraying reasonable expenses of administering the Investment
Account;   (ii)  with  the  care,  skill,   prudence  and  diligence  under  the
circumstances  then  prevailing that a prudent man acting in a like capacity and
familiar  with such matters  would use in the conduct of an enterprise of a like
character and with like aims by  diversifying  the investments in the Investment
Account so as to minimize the risk of large losses; and (iii) in accordance with
the provisions of applicable law, as the same may from time to time be amended.

The Investment  Manager will not be liable for any errors of fact or judgment or
for any  action  lawfully  taken or  omitted  to be taken by it or any  agent or
representative  designated  by  it,  unless  such  error,  act  or  omission  is
attributable  to  negligence  or willful  misconduct  in which event  Investment
Manager shall  indemnify and hold the Company  harmless from and against any and
all  losses and  expenses  incurred  by the  Company  as a result  thereof.  The
Investment  Manager  will  neither be  responsible  for any loss of  opportunity
whereby the value of the  Investment  Account could have been  increased nor for
any  decline  in the  value of the  Investment  Account  or other  assets of the
Company nor for any loss of cash deposited or advanced by the Investment Manger,
unless such decline or loss is a direct result of the failure of the  Investment
Manager or any of its agents to comply with the Company's  instructions in which
event Investment Manager shall indemnify the Company as aforesaid.

9. Compensation for Services  hereunder as Investment  Manager.  As compensation
for services  rendered  hereunder,  the  Investment  Manager shall be paid a fee
equal to 0.225% per annum on the first US$20 million of funds under  management,
0.20% per annum on the next $20 million of funds under  management and 0.15% per
annum of the balance of funds under  management in excess of US$40 million where
the applicable rate is applied to the market value of the portfolio, as adjusted
for capital injections and withdrawals, at each calendar quarter end or the date
of termination of this Agreement.  During the initial funding period, fees shall
be  prorated to reflect  the actual  number of days  assets were being  managed.
Quarterly  statements  detailing  the  investment  portfolio  and fees  shall be
rendered to the Company and charged against the Investment Account. No other fee
or  transaction  charge  shall be imposed on the  Investment  Account or payable
hereunder.

10.  Services to Other  Clients.  The services of the  Investment  Manger to the
Company are not to be deemed exclusive,  it being understood that the Investment
Manager performs  investment  advisory and management services for various other
clients.  The Investment Manager may give advice and take action with respect to
any of its other  clients  which may differ from advice given or from the timing
or nature of actions taken with respect to the Investment Account.

11. Bonding. The Investment Manager will procure and maintain at its own expense
fidelity bonding in an amount not less than US$50m (fifty million) or such other
amount  as may be  agreed  between  the  parties  from  time to  time.  A letter
confirming  such  coverage  shall be delivered to the Company by the insurers of
the Investment Manager.

12. Assignment of Agreement.  The Investment Manager hereby agrees that it shall
not assign or transfer this Agreement  without the prior written  consent of the
Company.

13.  Termination.  This Agreement  shall continue in effect until  terminated by
either the Investment Manager or the Company by giving at least thirty (30) days
prior  written  notice to the other;  except that at the request of the Company,
the Investment  Manager shall remain as Investment  Manager  hereunder until the
Company selects and appoints a successor.

14. Applicable Law. This Agreement shall be construed, administered and enforced
according to the laws of England.

15. Notices. All notices or instructions hereunder shall be in writing and shall
be sent by registered or certified air mail,  telex or other means providing for
acknowledgment  of receipt  addressed  to the offices  indicated in the preamble
hereof or to such other  addresses  as the parties may from time to time direct.
In the event the  Investment  Manager in its  absolute  discretion  accepts oral
instructions from the Company,  such instructions  shall be confirmed in writing
within a reasonable time thereafter.

16.  Acknowledgment  for Jurisdiction.  The Investment Manager and Company agree
that all claims arising out of this  Agreement  shall be litigated in a court of
appropriate jurisdiction located in England.

17. Entire Agreement.  This Agreement  embodies the entire  understanding of the
parties,  supersedes any prior agreements or understandings  with respect to the
subject  matter  hereof  and cannot be  altered,  amended,  supplemented  or any
provisions waived, except by written agreement of the parties.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first set forth above.

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

By:    ____________________________      By:    ______________________________

Title: ____________________________      Title: ______________________________

N.M. ROTHSCHILD ASSET MANAGEMENT LIMITED

By:    ____________________________      By:    ______________________________

Title: ____________________________      Title: ______________________________



                         INVESTMENT MANAGEMENT AGREEMENT
                                     BETWEEN
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
                                       AND
                       ROTHSCHILD ASSET MANAGEMENT LIMITED

                                    EXHIBIT A
                              INVESTMENT GUIDELINES


Portfolio Objectives

The primary  investment  objectives  of the  Company  are to  preserve  its real
capital  base and  maintain  liquidity  needed for claim  settlements  through a
conservative  program of investment in high-quality  fixed income  securities as
defined in this statement of guidelines. To achieve these objectives, Investment
Manager's   strategy  and  operating  practice  shall  be  consistent  with  the
following:

I.   Investment Instruments

     Only U.S. dollar  denominated fixed income and money market instruments may
     be utilised,  provided  that up to 30% of the  portfolio may be invested in
     non-U.S.   dollar  denominated  foreign  government  bonds.  Use  of  these
     instruments would be restricted as follows:

     (A)  No  investment  may be  held  at a  domestic  branch  of a U.S.  bank,
          however,  deposits may be held at foreign  branches or subsidiaries of
          U.S. banks.

     (B)  No investment  may be made in issues which have been  registered  with
          the S.E.C.

     (C)  No  investment  may be  made  in  instruments  which,  at the  time of
          purchase, will prospectively be subject to non-reclaimable withholding
          tax.

     (D)  No investment may be convertible in nature nor have warrants attaching
          thereto.

     (E)  Time  deposits and CD's held at any one bank may not exceed 15 percent
          of the portfolio at any point in time.

     (F)  No  investment  may be in  General  Motors  Corporation  or any of its
          affiliates or subsidiaries.

     (G)  All   non-U.S.   dollar   denominated   investments   must  be   fully
          currency-hedged into U.S. dollars.

II.  Portfolio Diversification

     The  Investment  Manager  shall  develop  guidelines  governing the maximum
     investment  in the  securities  of any single  issuer or guarantor so as to
     provide reasonable diversity among the assets which comprise the Investment
     Account.  A copy of the  guidelines in effect at any point in time shall be
     provided to the  Company,  which  reserves  the right to modify them at its
     discretion.

III. Investment Maturity

     "The duration of the total portfolio shall be kept within a range of + or -
     25% of the duration of the benchmark index."

     No investment may have a maturity (or redemption at the holder's option) in
     excess of 10 years.

     Floating  rate notes will be deemed to have a  duration  determined  by the
     date of the next coupon  change.  However,  no floating  rate note shall be
     held whose final maturity or first redemption at holder's option (whichever
     is sooner) is greater than ten (10) years.

IV.  Investment Quality

     Except for interim  capital  amounts held by the Investment  Manager in its
     own  account all  investments  must meet one of the  following  criteria in
     order to qualify for inclusion in the portfolio:

     (A)  The  investment  must  be  issued  or  unconditionally  guaranteed  by
          Organization   for  Economic   Cooperation  and   Development   (OECD)
          governments  and,  in the  opinion  of the  Investment  Manager,  such
          securities are at least equivalent to the minimum quality  requirement
          set forth below.

     (B)  The  investment  must have at least a Moody's  rating of Aa3 or S&P of
          AA- or the equivalent or A1P1 for maturities under 1 year.

     (C)  Investments specifically approved in writing by MMRC and Citibank, or

     (D)  The  investment  must be  unconditionally  guaranteed  by a company or
          entity, satisfying IV(B) above.

V.   Investment Performance

     Investment  performance will be measured against the (new) Salomon Brothers
     Eurodollar bond Index  (maturities  greater than 1 year,  excluding  issues
     rates below Aa3/AA-)


MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


By:      ...........................       By:      ..........................
Title:                                     Title:

Date:    ...........................       Date:    ..........................