REFERRAL AGREEMENT

THIS REFERRAL  AGREEMENT (this  "Agreement"),  dated as of September __, 1998 is
made by and between  AUTOCONNECT,  L.L.C. a Delaware Limited  Liability  Company
whose  address  is  1400  Lake  Hearn  Drive,  N.E.,   Atlanta,   Georgia  30319
("AUTOCONNECT"),   and  ELECTRONIC   VEHICLE   REMARKETING,   INC.,  a  Delaware
corporation  whose address is 270 South Service Road,  Melville,  New York 11747
("EVRI"), with reference to the following facts:

A.  AUTOCONNECT  owns and  operates a World  Wide Web site,  the URL of which is
http://www.autoconnect.com   (the   "AUTOCONNECT   Site"),   pursuant  to  which
AUTOCONNECT offers to Consumers information relating to automobiles.

B. EVRI is in the  business of  operating  a World Wide Web site,  the URL is of
which is http://www.CarFinance.com (the "Finance Site" or "EVRI Site").

C.  AUTOCONNECT  and EVRI  desire to enter into an  agreement  pursuant to which
AUTOCONNECT will promote and link to a co-branded version of the EVRI Site.

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions.

Each  of the  terms  defined  in this  Section  1. 1 shall  have  the  following
respective meanings:

"AUTOCONNECT Consumer" means a Viewer of the AUTOCONNECT Site.

"Co-Branded  EVRI  Site"  means the  version  of the EVRI Site  co-branded  with
AUTOCONNECT  marks  (i.e.  the  Pages of the EVRI  Site  that are  linked to the
AUTOCONNECT  Site),  and that (i) is  created  and  designed  by EVRI for direct
access by AUTOCONNECT  Consumers from the  AUTOCONNECT  Site, (ii) "mirrors," to
the extent  necessary  or  appropriate,  the Pages of the Finance  Site that are
intended to be accessed by Viewers who are not AUTOCONNECT Consumers,  and (iii)
provides AUTOCONNECT Consumers the capability to make Finance Submissions.

"EVRI  Icons"  means one or more Icons of  customary  size and  design  that are
displayed by AUTOCONNECT in the AUTOCONNECT Site and that, when clicked on by an
AUTOCONNECT Consumer, will link such AUTOCONNECT Consumer to the Co-Branded EVRI
Site.

"Accepted  Financing  Submissions"  shall  mean  the  net  number  of  Financing
Submissions  made by  AUTOCONNECT  Consumers  which  are  accepted  by EVRI  for
processing,  which number shall be determined for any period by taking the total
number of Financing  Submissions made during such period and subtracting (i) any
such  Financing  Submission  that is  identified  by EVRI as  either  made  with
fraudulent intent or is not bona fide (e.g. does not include truthful  responses
to the  material  items of  information  that EVRI  needs in order to  process a
Financing  Submission),  and  (ii)  any  such  Financing  Submission  that  is a
duplicate of a prior Financing Submission.

"Funded  Financing  Submission"  means an  Accepted  Financing  Submission  that
results in the  origination  of a lease or loan by a financing  source  provided
through EVRI.

"Financing Yield" means, for a specified period, a fraction,  the denominator of
which is the number of Accepted  Financing  Submissions  made during such period
and the  numerator of which is the number of such  Submissions  that resulted in
the  AUTOCONNECT  Consumers  who made such  Submissions  subsequently  acquiring
vehicle financing from or through EVRI.

"Icon" means a graphic, highlighted text or other visual cue displayed on a Page
that, when clicked on by a Viewer, provides a link to another Page.

"Page" means a portion of a Website  consisting  of one or more screen  displays
that are accessible through a separately addressable URL.

"Post-Submission  Page" means one or more Pages of the AUTOCONNECT Site that are
immediately  and  automatically  accessed by an  AUTOCONNECT  Consumer upon such
AUTOCONNECT Consumer's making of a Submission.

"Term" has the meaning set forth in Section 4.1 hereof.

"URL" means  "uniform  resource  locator,"  the  address by which the  Internet
locates and retrieves a Page.

"Vehicle  Pricing  Information"  means  information  concerning  the  actual  or
estimated prices of new vehicles, used vehicles and/or available options.

"Viewer" means an individual viewing a Page.

"Yield" means the Financing Yield.

2. AUTOCONNECT's and EVRI's Obligations.

2.1 AUTOCONNECT covenants to EVRI that, during the Term:

2.1.1 AUTOCONNECT  shall, on the later of (i) fifteen (15) days from the date of
EVRI's delivery of properly formatted graphic files under Section 2.2 hereof and
(ii) thirty days from the  effective  date of this  Agreement,  display the EVRI
Icons on such pages of the  AUTOCONNECT  Site that are  mutually  agreed upon by
EVRI and AUTOCONNECT.  AUTOCONNECT  shall initially  display these Icons and the
Co-Branded  EVRI Site only to  AUTOCONNECT  Consumers who reside in the State of
Florida,  and will  expand  this  AUTOCONNECT  Consumer  audience to include all
AUTOCONNECT Consumers on a date mutually agreed upon by EVRI and AUTOCONNECT.

2.1.2  AUTOCONNECT  agrees  to  operate  the  AUTOCONNECT  Site,  and to use all
commercially  reasonable  efforts to maintain the availability and accessibility
of the  AUTOCONNECT  Site,  on a 24-hour,  seven days per week basis,  excluding
routine  maintenance.  EVRI acknowledges that AUTOCONNECT is not responsible for
downtime due to technical  problems  relating to the internet or  experienced by
AUTOCONNECT's service providers.

2.2 EVRI covenants to AUTOCONNECT that, during the Term:

2.2.1 EVRI shall create and host,  or arrange for the  creation and hosting,  of
the     Co-Branded     EVRI    Site    on    the     World     Wide    Web    at
www.CarFinance.com/Autoconnect,  and  hereby  grants  AUTOCONNECT  the  right to
establish  links from the  AUTOCONNECT  Site to the  Co-Branded  EVRI Site.  The
Co-Branded  EVRI Site  shall  consist of a number of related  Pages  that,  when
accessed  through an EVRI Icon:  (i)  advises  the  AUTOCONNECT  Consumer of the
availability of vehicle financing;  (ii) solicits information for the purpose of
qualifying  such  AUTOCONNECT   Consumer  for  the  financing  desired  by  such
AUTOCONNECT  Consumer;  (iii) offers vehicle financing to qualified  AUTOCONNECT
Consumers;  and (iv) if such financing is accepted by the AUTOCONNECT  Consumer,
completes  arrangements  for  the  making  of  the  financing  available  to the
AUTOCONNECT Consumer.  EVRI also agrees to permit AUTOCONNECT to extract content
selected  by  AUTOCONNECT  and  agreed  to by EVRI  (the  "AUTOCONNECT  Selected
Content")  from the Co-Branded  EVRI Site to  incorporate  such content into the
AUTOCONNECT Site. EVRI grants to AUTOCONNECT a royalty-free license to use copy,
publicly display and distribute the AUTOCONNECT  Selected Content, and to create
derivative works on the AUTOCONNECT  Selected Content,  on the AUTOCONNECT Site.
EVRI and AUTOCONNECT will mutually agree upon the content of the Co-Branded EVRI
Site,  including  such content as the  inclusion of third party  advertising  or
solicitations.  EVRI shall not engage in any  marketing  or sales  efforts  that
disparage or dismiss  AUTOCONNECT or AUTOCONNECT  dealer customers.  AUTOCONNECT
shall not engage in any  marketing or sales  efforts  that  disparage or dismiss
EVRI or NationsBank customers.

2.2.2 EVRI agrees to operate the Co-Branded EVRI Site, and to use all reasonable
efforts to maintain the availability and accessibility of each of the Co-Branded
EVRI  Site to  AUTOCONNECT  Consumers,  on a  24-hour,  7 days per  week  basis,
excluding  routine  maintenance.  AUTOCONNECT  acknowledges  that  EVRI  is  not
responsible for downtime due to technical  problems  relating to the Internet or
experienced by EVRI's service providers.

2.2.3 The Co-Branded EVRI Site shall not include any Icon linking an AUTOCONNECT
Consumer  to any  Page or  Website  other  than  (i)  another  Page  within  the
Co-Branded  EVRI Site, or (ii) the Page.  accessed  through the Return Icon, for
the purpose of attempting to induce each AUTOCONNECT  Consumer who has completed
its access of such Co-Branded EVRI Site to return to the AUTOCONNECT Site.

2.2.4 EVRI shall post to a designated,  password-protected  EVRI  website,  on a
daily basis,  a file  containing the names of all of the  AUTOCONNECT  Consumers
making up the Financing Submissions,  including the names of all the AUTOCONNECT
Consumers who have been declined  credit for Financing.  EVRI shall also provide
AUTOCONNECT,  on a monthly basis, a series of activity  reports that include the
aggregate  information  detailed in Exhibit 1. During the  Florida  pilot,  EVRI
shall provide the information listed in Exhibit 1 as responsive to "Phase I." At
such time as AUTOCONNECT  offers links to the Co-Branded  EVRI Site  nationwide,
and AUTOCONNECT delivers a minimum of one hundred (100) funded applications in a
calendar  month,  EVRI  shall  provide  the  information  listed in Exhibit 1 as
responsive  to  "Phase  II,"  in  addition  to  Phase  I.  Although   additional
information  listed in Exhibit 1 as  responsive  to "Phase III" is not currently
available, EVRI will use best efforts to acquire and provide this information to
AUTOCONNECT by July, 1999.  AUTOCONNECT  agrees to use this information only for
internal  planning  purposes  and  for  evaluation  of  its  rights  under  this
Agreement.

2.2.5 EVRI alone shall be responsible  for the Co-Branded  EVRI Site. EVRI shall
abide by all Federal,  State and local laws and  regulations  and  financial and
automotive industry rules applicable to financing and credit and any products or
services  offered  through  the  Co-Branded  EVRI  Site.  EVRI  understands  and
acknowledges  that although  AUTOCONNECT  may promote and provide links from the
AUTOCONNECT Site to the Co-Branded EVRI Site and may incorporate the AUTOCONNECT
Selected  Content into the  AUTOCONNECT  Site  pursuant to this  Agreement,  and
although the Co-Branded  EVRI Site will be co-branded  with  AUTOCONNECT  Marks,
AUTOCONNECT  cannot and does not  undertake  to review,  fact-check  or edit the
Co-Branded  EVRI  Site,  or ensure the  proper,  safe and  lawful  provision  of
services to users via the Co-Branded EVRI Site. However, should AUTOCONNECT deem
any of the  content  of the  Co-Branded  EVRI Site that  comes to  AUTOCONNECT's
attention  either  inappropriate  or  otherwise   objectionable  or  undesirable
(whether for editorial, legal, business or other reasons),  AUTOCONNECT reserves
the right,  but does not assume the  obligation,  to eliminate  any hypertext or
other  link from the  AUTOCONNECT  Site to the  Co-Branded  EVRI Site  and/or to
demand that such content be removed from the Co-Branded EVRI Site.

2.2.6 EVRI alone shall also be responsible  for problems  AUTOCONNECT  Consumers
may have with the automotive  financing  information and/or services provided by
or  associated  with the  Co-Branded  EVRI Site.  EVRI shall respond to all user
comments,  questions and complaints promptly and in a courteous and professional
manner and will keep a written record of each comment,  question or complaint it
receives about the information  and/or  services  provided by or associated with
the Co-Branded  EVRI Site,  and will provide these records to  AUTOCONNECT  upon
request.

2.2.7 EVRI shall post a  prominent  notice on each entry page to the  Co-Branded
EVRI Site (that is, the page or pages that are first viewed when an  AUTOCONNECT
Consumer  clicks  on a link  from the  AUTOCONNECT  Site to any  content  of the
Co-Branded  EVRI  Site),  in  a  manner  and  using  language   satisfactory  to
AUTOCONNECT, informing Autoconnect Consumers that EVRI is solely responsible for
the information and services  provided by or associated with the Co-Branded EVRI
Site and  that  AUTOCONNECT  assumes  no  liability  for  such  information  and
services. The notice shall also provide a functioning e-mail address,  telephone
number and mailing address for EVRI for comments,  questions and complaints from
AUTOCONNECT Consumers.

2.3 EVRI and  AUTOCONNECT  shall  cooperate  with each other with respect to the
preparation  of the  editorial  material to be included on each  Post-Submission
Page,  with the  understanding  the such  material  shall,  among other  things,
confirm the receipt by EVRI of the Submission, contain any other post Submission
information as is appropriate  to display to the  AUTOCONNECT  Consumer who made
such Submission, and transition such AUTOCONNECT Consumer back to the content of
the AUTOCONNECT Site.

2.4 EVRI hereby grants to AUTOCONNECT  the  non-exclusive  right to use (i.e. to
copy,  transmit,  distribute and display)  during the Term the EVRI Icons in the
manner  described  in this  Agreement,  as well as EVRI  logos,  trademarks  and
service  marks  (collectively,   "EVRI  Marks")  in  print,  on-line  and  other
advertising  for the AUTOCONNECT  Site, and in the AUTOCONNECT  Site. EVRI shall
have the right to review and approve or disapprove AUTOCONNECT's use of the EVRI
Icons and EVRI  Marks.  All of such use of the EVRI Icons and EVRI  Marks  shall
inure to the benefit of EVRI and shall not create any rights,  title or interest
in the EVRI Icons and EVRI Marks for  AUTOCONNECT.  AUTOCONNECT  agrees  that as
between EVRI and AUTOCONNECT,  EVRI owns and continues to own  exclusively,  all
right,  title and  interest in and to the EVRI Icons and the other EVRI Marks in
perpetuity.

2.5 AUTOCONNECT  hereby grants to EVRI the  non-exclusive  right to use (i.e. to
copy, transmit, distribute and display) during the Term the AUTOCONNECT Icons in
the manner described in this Agreement, as well as AUTOCONNECT logos, trademarks
and service  marks  (collectively,  "AUTOCONNECT  Marks") in print,  on-line and
other advertising for the Co-Branded EVRI Site, and in the Co-Branded EVRI Site.
AUTOCONNECT  shall have the right to review and approve or disapprove EVRI's use
of  the  AUTOCONNECT  Icons  and  AUTOCONNECT  Marks.  All  of  such  use of the
AUTOCONNECT   Icons  and  AUTOCONNECT  Marks  shall  inure  to  the  benefit  of
AUTOCONNECT  and  shall  not  create  any  rights,  title  or  interest  in  the
AUTOCONNECT  Icons and  AUTOCONNECT  Marks for EVRI. EVRI agrees that as between
EVRI and AUTOCONNECT,  AUTOCONNECT  owns and continues to own  exclusively,  all
right,  title  and  interest  in and to the  AUTOCONNECT  Icons  and  the  other
AUTOCONNECT Marks in perpetuity.

3.  Ownership of Content.

3.1  Co-Branded  EVRI Site  Content.  Nothing in this  Agreement  shall effect a
transfer  of  copyright  from EVRI to  AUTOCONNECT,  and EVRI  shall  retain all
ownership rights, including copyrights,  in the Co-Branded EVRI Site (except for
content or Marks  incorporated  into such pages  that are owned or  provided  by
AUTOCONNECT) and shall retain all ownership rights, including copyrights, in the
Co-Branded EVRI Site and the EVRI web site domain name.

3.2  AUTOCONNECT  Site  Content.   AUTOCONNECT  shall  own  all  rights  in  the
AUTOCONNECT  Site domain name and in the AUTOCONNECT  Site,  including,  without
limitation,  all rights of copyright  (including all compilation  copyrights) in
the  AUTOCONNECT  Site,  in the  site  design,  and in all  content  created  or
otherwise  acquired by  AUTOCONNECT,  except for the content  acquired from EVRI
under this Agreement.

4.  Term.

4.1  The term of this  agreement shall commence on October 1, 1998 and shall end
on October 1, 1999 (the  "Term"),  unless  otherwise  extended or  terminated as
provided herein.

4.2  The Term may be terminated  only: (i) by AUTOCONNECT in the event that EVRI
does not pay any fees owed by it hereunder  within 60 days of the date such fees
are due under  this  Agreement;  (ii) by  AUTOCONNECT  in the event of any other
material  breach of this  Agreement  by EVRI;  (iii) by EVRI in the event of any
material breach of this Agreement by AUTOCONNECT (provided,  however, that prior
to either party having the right to terminate  the Term pursuant to clauses (ii)
or (iii),  such party shall give the other party written notice  specifying such
breach and 30 days to cure such breach, or such longer time as may be reasonably
necessary to cure such breach if the party in breach acts  expeditiously  and if
the nature of such breach  requires a longer  period);  (iv) by either party, at
any time upon not less than 30 days prior  written  notice,  if such party makes
the good faith determination that the continued performance by either such party
or the other party of its respective  obligations under this Agreement would not
be feasible or would  subject  such party to an  unreasonable  risk of that such
party  will  incur  material  damages  or other  material  liability;  or (v) in
accordance with Section 4.4 hereof.

4.3 In the event that the Term is not terminated pursuant to Sections 4.1 or 4.2
hereof and AUTOCONNECT and EVRI continue to perform their respective obligations
set forth herein after the  expiration of the Term,  the Term shall be deemed to
have been extended on a  month-to-month  basis and may  thereafter be terminated
either: (a) by AUTOCONNECT, on not less than 30 days' written notice to EVRI; or
(b) by EVRI on not less than 30 days' written notice to AUTOCONNECT.

4.4 Either party may  terminate  this  Agreement for any reason upon ninety (90)
days prior written notice to the other party.

4.5 The provisions of this Agreement that by their nature would continue  beyond
expiration,  termination or cancellation of this Agreement  (including,  without
limitation,  Sections  3,  5, 6,  and 7)  shall  survive  any  such  expiration,
termination or cancellation.

5.  Fees.

5.1 As promptly as practicable, but in no event more than 30 days, following (i)
September 15, 1998, (ii) the 15th day of each calendar month  thereafter  during
the Term, and (iii) the 15th day of the second calendar month after the month in
which  the Term  expires  (each  such date a  "Calculation  Date"),  EVRI  shall
calculate the Fees owed AUTOCONNECT as follows:

5.1.1 EVRI shall  calculate  a  "Submissions  Fee,"  which shall be based on the
Financing  Yield  and shall be equal the  product  of (i) the Fee Per  Financing
Submission  set forth in the  following  table that  corresponds  to such Yield,
multiplied by (ii) the number of Accepted  Financing  Submissions  made from the
previous Cut-Off Date through the applicable Cut-Off Date:

Financing Yield:  less than 5 %     6-10%  11-15%   16-20%   21% & over

Fee Per
Financing Submission:      [*]

5.1.2 EVRI shall also calculate a "Fundings  Fee" by  multiplying  the number of
Funded  Financing  Submissions  since the  previous  Cut-Off Date by the Fee Per
Funded Financing  Submission.  The Fee Per Funded Financing  Submission shall be
calculated according to the following table:

Fee Per Funded Financing Submission

Principal Amount Financed
$20,001 & over             [*]
$15,001-$20,000            [*]
$10,001-$15,000            [*]
$7,500-$10,000             [*]

5.2 Not later than  September 15, 1998 and the 15th day of each  calendar  month
thereafter  through  the 15th day of the month  following  the last  Calculation
Date,  EVRI shall pay  AUTOCONNECT an amount equal to the calculated  amount (if
any) of the sum of the  Submission  Fees and the Fundings Fees in sections 5.1.1
and 5.1.2.

5.3 Not later than  September 15, 1998 and the 15th day of each  calendar  month
thereafter  through  the 15th day of the month  following  the last  Calculation
date,  EVRI shall  also pay  AUTOCONNECT-enrolled  U.S.  franchise  dealers  and
selected AUTOCONNECT-enrolled  independent dealers a "Handling Fee" equal to [*]
of the principal amount of any Funded Financing Submission relating to a vehicle
sold or leased by such dealer, upon submission from the dealer of an AUTOCONNECT
certificate verifying the dealer's enrollment as an AUTOCONNECT enrolled dealer.

5.3.1  AUTOCONNECT  shall supply to its enrolled dealers a one-page  certificate
that includes a unique  identification  number provided by AUTOCONNECT.  Dealers
will be required to submit that certificate via facsimile to EVRI as part of the
documentation needed to receive the Handling Fee specified in Section 5.3.

5.4 AUTOCONNECT or its independent  outside accountants shall have the right, at
its expense,  upon not less than five business  days' written  notice and during
EVRI's normal business hours,  without  unreasonably  disrupting EVRI's business
operations,  to inspect and audit the books and records of EVRI, for the purpose
of verifying any reports,  information or payments due to AUTOCONNECT under this
Agreement. If such audit shows that any of EVRI's reports understated the actual
amounts due to AUTOCONNECT  by more than five percent (5%),  then EVRI shall pay
to AUTOCONNECT all reasonable costs and expenses ( including the reasonable fees
and  cost  of  the  auditor  and  attorneys'  fees)  which  may be  incurred  by
AUTOCONNECT in conducting such audit and collecting such underpayment.

6.  Representations and Warranties

6.1 By AUTOCONNECT.  AUTOCONNECT represents and warrants that it owns all of the
right,  title and interest in the AUTOCONNECT  Site and has the right to display
to Autoconnect  Consumers the content thereof,  and that it has the right, power
and  authority  to enter this  Agreement  and to perform all of its  obligations
hereunder.  AUTOCONNECT further represents and warrants that it has the right to
grant the  licenses  granted  by  AUTOCONNECT  hereunder  and that  neither  the
execution and delivery of this Agreement by AUTOCONNECT  nor the  performance by
AUTOCONNECT  of its  obligations  set forth  herein will  constitute a breach by
AUTOCONNECT of any other agreement to which it is a party.

6.2 By EVRI. EVRI  represents and warrants that it owns all of the right,  title
and interest in and to the Co-Branded  EVRI Site and has the right to display to
Viewers the content thereof,  and that it has the right,  power and authority to
enter this  Agreement  and to perform  all of its  obligations  hereunder.  EVRI
further  represents  and  warrants  that it has the right to grant the  licenses
granted by EVRI  hereunder,  and that neither the execution and delivery of this
Agreement  by EVRI nor the  performance  by EVRI of its  obligations  set  forth
herein will  constitute a breach by EVRI of any other agreement to which it is a
party. EVRI further  represents and warrants that it has all rights necessary to
create and/or host the Co-Branded EVRI Site, and that no content thereon (except
any content  furnished by AUTOCONNECT)  shall violate or infringe any common law
or statutory right of any person or other entity including,  without limitation,
any contractual rights,  proprietary rights,  trademark,  service mark or patent
rights,  or any rights of privacy or publicity,  nor shall it violate any law or
regulation,  nor shall it be  unlawful or  defamatory,  nor shall it contain any
instructions, recipes or formulas that, if implemented, would result in injury.

7.  Indemnification.

7.1 By  AUTOCONNECT.  AUTOCONNECT  agrees to indemnify,  defend and forever hold
EVRI (and each of its parents,  subsidiaries or entities under common  ownership
or control),  and all of their respective present and former officers,  members,
shareholders,  directors,  employees,  representatives,  attorneys, insurers and
agents, and its successors, heirs and assigns, harmless from and against any and
all losses, liabilities, claims, costs, damages and expenses (including, without
limitation,    fines,   forfeitures,    attorneys'   fees,   disbursements   and
administrative  or court costs) arising directly or indirectly out of any breach
or alleged breach of its representations and warranties, as set forth in Section
6.1, above, out of any other breach of this Agreement,  or out of the negligence
or willful  misconduct of AUTOCONNECT in connection  with the performance of its
duties hereunder.

7.2 By EVRI. EVRI agrees to indemnify,  defend and forever hold  AUTOCONNECT and
AUTOCONNECT  Affiliates  (and each of their  parents,  subsidiaries  or entities
under  common  ownership or control),  and all of their  respective  present and
former officers, members, shareholders,  directors, employees,  representatives,
attorneys,  insurers and agents, and its successors, heirs and assigns, harmless
from and against any and all losses,  liabilities,  claims,  costs,  damages and
expenses (including,  without limitation,  fines, forfeitures,  attorneys' fees,
disbursements and  administrative or court costs) arising directly or indirectly
out of any claim or complaint  concerning the information and services  provided
by EVRI or by third parties to users  accessing  such  information  and services
through the Co-Branded  EVRI Site, or arising  directly or indirectly out of any
breach or alleged breach of its representations and warranties,  as set forth in
Section  6.2,  above,  out of any other  breach of this  Agreement or out of the
negligence or willful  misconduct of EVRI in connection  with the performance of
its duties hereunder.

7.3 A party entitled to  indemnification  pursuant to this Agreement shall, with
respect  to  any  claim  made   against   such   indemnified   party  for  which
indemnification is available, notify the other party in writing of the nature of
the  claim  as  soon as  practicable  but not  more  than  ten  days  after  the
indemnified party receives notice of the assertion of the claim. (The failure by
an indemnified  party to give notice as provided,  above,  shall not relieve the
indemnifying  party of its  obligations  under this Section  7.3,  except to the
extent  that the  failure  results  in the  failure  of  actual  notice  and the
indemnifying  party is damaged as a result of the failure to give  notice.  Upon
receipt of notice of the  assertion  of a claim,  the  indemnifying  party shall
employ counsel  reasonably  acceptable to the indemnified party and shall assume
the defense of the claim.  The indemnified  party shall have the right to employ
separate  counsel and to participate  in (but not control) any such action,  but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (a) the employment of counsel by the  indemnified  counsel has been
authorized by the indemnifying party, (b) the indemnified party has been advised
by its  counsel in writing  that there is a conflict  of  interest  between  the
indemnifying  party and the  indemnified  party in the conduct of the defense of
the  action (in which case the  indemnifying  party  shall not have the right to
direct the defense of the action on behalf of the indemnified party), or (c) the
indemnifying party has not in fact employed counsel to assume the defense of the
action within a reasonable  time following  receipt of the notice given pursuant
to this  Section  7.3,  in each of which  cases  the fees and  expenses  of such
counsel shall be at the expense of the indemnifying party. An indemnifying party
shall not be liable for any settlement of an action effected without its written
consent  (which  consent  shall  not be  unreasonably  withheld),  nor  shall an
indemnifying  party  settle any such action  without the written  consent of the
indemnified  party  (which  consent  shall  not be  unreasonably  withheld).  No
indemnifying  party will  consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to the indemnified  party a release from all liability
with  respect to the claim.  Each party  shall  cooperate  in the defense of any
claim for which  indemnification  is available  and shall  furnish such records,
information,  testimony  and attend  such  conferences,  discovery  proceedings,
hearings, trials and appeals as may reasonably be requested by the other party.

8.  Miscellaneous Provisions.

8.1 Notices. All notices, requests, demands, consents,  approvals,  designations
and other  communications  called for or contemplated by this Agreement shall be
in writing  and shall be deemed  given to the party to whom  addressed  (i) when
delivered  to such  party  by hand or sent by  facsimile  transmission  (ii) one
business day after being sent to such party by overnight courier, or (iii) three
business  days after being sent to such party by  registered  or certified  mail
(return receipt  requested,  postage  prepaid),  in each case at the address for
such party set forth above (or at such other address as such party may designate
by notice in the manner aforesaid).

8.2 Entire  Agreement,  Waivers,  Etc. This Agreement  constitutes  the sole and
entire agreement and  understanding  between the parties hereto,  and supersedes
all other prior  agreements  and  understandings  among them or any of them with
respect  to the  subject  matter  hereof.  No  delay  on the  part of a party in
exercising,  or partial  exercise of, any right,  power or  privilege  hereunder
shall  operate as a waiver of any  privilege or right  hereunder or preclude any
other or further exercise of any other right, power or privilege. This Agreement
may not be amended  except by a written  agreement  executed  by the party to be
bound thereby.

8.3 Counterparts.  This Agreement may be executed in counterparts, both of which
together shall  constitute one and the same agreement and each of which shall be
deemed an original.

8.4 Remedies,  Specific Performance.  No remedy specifically conferred by any of
the  provisions  of this  Agreement  is  intended to be  exclusive  of any other
remedy,  each and every remedy shall be  cumulative  and shall be in addition to
every other remedy conferred  hereunder or now or hereafter  existing at law, in
equity,  or by statute or otherwise,  and the election by a party of one or more
remedies shall not constitute a waiver of such party's right to pursue any other
available remedy or remedies. The parties hereto expressly acknowledge and agree
that  irreparable  damage  would occur in the event that any  provision  of this
Agreement  were not  performed in accordance  with the terms  hereof,  and that,
accordingly,  each party hereto shall be entitled to specific performance of the
terms hereof, in addition to any other remedy available to such party.

8.5 Rules of Construction.  No provision of this Agreement shall be construed in
favor of or against any of the  parties  hereto by reason of the extent to which
any such party or its counsel  participated in the drafting thereof.  References
to Sections  herein include all subsections  subsidiary to the Section  referred
to.  Section  headings  herein have been inserted for  convenience  of reference
only, are not a part of this Agreement and shall not be used in construing  this
Agreement.

8.6  Governing  Law.  This  Agreement  shall be  governed by and  construed  and
enforced  in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed in such state.

8.7  Severability.  if any  provision  of this  agreement  is held by a court of
competent  jurisdiction to be invalid,  illegal or unenforceable,  the remaining
provisions hereof shall in no way be affected and shall remain in full force and
effect.

8.8 WAIVER OF JURY TRIAL RIGHTS. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY
POWER, RIGHT, PRIVILEGE OR REMEDY UNDER OR IN CONNECTION WITH THE AGREEMENT, AND
AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

8.9 No Third  Party  Beneficiaries.  It is not the  intention  of  either of the
parties to confer,  and the Agreement  shall not be construed as to confer,  any
right or benefit  upon any person or entity  other  than the  parties  and their
successors and permitted assigns; and no such other person entity shall have any
rights or remedies  against  either of the parties  hereto under or by virtue of
this Agreement.

8.10 IN NO EVENT SHALL EITHER  PARTY BE LIABLE FOR  CONSEQUENTIAL,  SPECIAL,  OR
PUNITIVE  DAMAGES  ARISING OUT OF THIS  AGREEMENT  OR ITS  TERMINATION,  WHETHER
LIABILITY  IS  ASSERTED IN CONTRACT  OR TORT  (INCLUDING  NEGLIGENCE  AND STRICT
PRODUCT  LIABILITY) AND  IRRESPECTIVE  OF WHETHER SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

8.11  Confidentiality.  Both EVRI and AUTOCONNECT  acknowledge that confidential
information,  including trade secrets, strategies,  processes, computer programs
and  contractual  information,  may be  disclosed  to the other party during the
course of the Agreement.  Each party agrees that it shall take reasonable steps,
at least  substantially  equivalent  to the  steps it takes to  protect  its own
proprietary  information,  during the term of this Agreement and for a period of
three years following  expiration or termination of this  Agreement,  to prevent
the duplication or disclosure of confidential information,  other than, by or to
its employees or agents who must have access to the confidential  information to
perform such party's obligations hereunder,  who shall each agree to comply with
this Section 5 of this Agreement.

8.12 Press Releases.  Both parties  recognize the value and importance of clear,
accurate  and  consistent  public  communications   regarding  the  relationship
contemplated in this Agreement.  Accordingly,  EVRI and AUTOCONNECT  each agrees
that it  shall  not make  any  public  announcement  regarding  the  cooperative
relationship  described  in this  Agreement  without  the prior  approval of the
other, both as to timing and substance.

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


ELECTRONIC VEHICLE                             AUTOCONNECT L.L.C.
REMARKETING, INC.

By:  /s/                                       By:  /s/
  ---------------------------                     ----------------------------
Its:                                           Its:
    -------------------------                      ---------------------------