**REFERRAL AGREEMENT**

THIS REFERRAL AGREEMENT (this "Agreement"), dated as of June 1,
1998, is made by and between Kelley Blue Book., a partnership whose
address is 5 Oldfield, Irvine, CA 92618 ("KBB"), and ELECTRONIC VEHICLE
REMARKETING, INC., a Delaware corporation and subsidiary of NationsBank,
N.A.  whose address is 270 South Service Road, Melville, New York 11747
("EVRI"), with reference to the following facts:

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

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

C.      KBB and EVRI desire to enter into an agreement pursuant to
which KBB will provide promotional space to EVRI through the KBB Site.

NOW, THEREFORE, the parties hereby agree as follows:

**1.      Certain Definitions.**

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

"Consumer" means a Viewer of the KBB Site.

"Consumer Finance Site" means the Pages of the Finance Site that
(i) are created and designed by EVRI for direct access by Consumers from
the KBB 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 Consumers, and (iii) provide Consumers the capability to make
Finance Submissions.

"Covered Services" means the following services and products: the
financing of the acquisition (by loan or lease) of new and used vehicles.

"KBB Icon" means an Icon of customary size and design that, when
clicked on by a Viewer, will link such Consumer to the KBB Site.

"EVRI Icons" means one or more Icons of customary size and design
that are displayed by KBB in the KBB Site and that, when clicked on by a
Consumer, will link such Consumer to the Consumer Finance site.

"Financing Submission" means, for a specified Consumer, (i) the
submission by such Consumer through the Consumer Finance site of a
request for credit approval for the acquisition of a vehicle, which shall
consist of such Consumer completing to the reasonable satisfaction of
EVRI (i.e. sufficiently to permit EVRI to identify such Consumer by name
and social security number and make its credit evaluation of the Consumer
consistent with its normal business practices) one or more forms
displayed in the Consumer Finance Site for such purpose and then
transmitting such information electronically to EVRI by clicking on a
"submit" or similar button, (ii) the submission by a Consumer to EVRI, by
tele-copier, mail or other physical delivery, of one or more comparable
forms similarly completed, or (iii) the oral submission by such Consumer
of the information required by such form(s) to a representative of EVRI
in a manner that permits EVRI to process such submission.  "Financing
Submission" shall not include a submission (i) made by a Consumer
anonymously, (ii) 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 Submission), and (iii) that is a duplicate of a prior
Financing Submission.

"Financing Yield" means, [*].

"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 Web Site consisting of one or more
screen displays that are accessible through a separately addressable URL.

"Return Icon" means an KBB Icon that is displayed by EVRI on each
Page of the Consumer Finance Site viewed by a Consumer and that, when
clicked on by a Consumer, will link such Consumer to such Page of the KBB
Site as shall be designated by KBB.

"Term" has the meaning set forth in section 3.1 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.

"Yield" means the Financing Yield.

"Viewer" means an individual viewing a Page.

**2.      KBB's Services and Related Obligations of EVRI.**

2.1     KBB represents, warrants and covenants to EVRI that, during
the Term:

2.1.1   KBB shall, on the later of  (i) [*] from the date of EVRI's
delivery of properly formatted graphic files under section 2.2 hereof and
(ii) [*] days from the effective date of this Agreement, display the EVRI
Icons on such pages of the KBB Site that are considered necessary by KBB.

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

2.1.3   KBB owns all of the right, title and interest in and to the
KBB Site and has the right to display to Consumers the content thereof.
KBB has the power and authority to enter into this Agreement and to
perform its obligations set forth herein.  Neither the execution and
delivery of this Agreement by KBB nor the performance by KBB of its
obligations set forth herein will constitute a breach by KBB of any other
agreement to which it is a party.

2.2     EVRI represents, warrants and covenants to KBB that, during
the Term:

2.2.1   The Consumer Finance Site shall consist of a number of
related Pages that,  when accessed through an EVRI Icon (i) advises such
Consumer of the availability of vehicle financing, (ii) solicits
information for the purpose of qualifying such Consumer for the financing
desired by such Consumer.

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

2.2.4   Each page of the Consumer Finance Site shall display a Return
Icon; provided however that any Return Icon located on a Page involving
the process of making a Financing Submission shall instead be an
"inactive Icon (i.e. text or graphics that appear visually to be an Icon
but do not activate any links), unless and until EVRI and KBB mutually
agree to activate such Icon. EVRI shall make the determination where on
each page EVRI Icon (or inactive Icon , if applicable) shall be located.

2.2.5   The Consumer Finance Site shall not include any Icon linking
a Consumer to any Page or Website other than [*]

2.2.6   EVRI shall post to KBB, [*], a file containing names of all
of the Consumers making up the Financing Submissions for that day.

2.2.7   EVRI owns all of the right, title and interest in and to the
Consumer Finance Site and has the right to display to Viewers the content
thereof.  EVRI has the power and authority to enter into this Agreement
and to perform its obligations set forth herein.  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.

2.3     EVRI and KBB 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 Financing Submission,
contain any other post Financing Submission information as is appropriate
to display to the Consumer who made such Financing Submission, and
transition such Consumer back to the content of the KBB Site.

2.4     EVRI hereby grants to KBB the right to use (i.e. to copy,
transmit, distribute and display) during the Term the EVRI Icons in the
manner described in this Agreement.  All of such use of the EVRI Icons
shall inure to the benefit of EVRI and shall not create any rights, title
or interest in the EVRI Icons for KBB.  KBB agrees that as between EVRI
and KBB, EVRI owns and continues to own exclusively, all right, title and
interest in and to the EVRI Icons and the other EVRI trade names and
trademarks in perpetuity.

2.5     KBB hereby grants to EVRI the right to use (i.e. to copy,
transmit, distribute and display) during the Term the KBB Icons in the
manner described in this Agreement.  All of such use of the KBB Icons
shall inure to the benefit of KBB and shall not create any rights, title
or interest in the KBB Icons for EVRI.  EVRI agrees that as between EVRI
and KBB, KBB owns and continues to own exclusively, all right, title and
interest in and to the KBB Icons and the other KBB trade names and
trademarks in perpetuity.

**3.      Term.**

3.1     The term of this agreement commences on [*] and shall end on
[*] (the "Term"), unless otherwise extended or terminated as provided
herein.

3.2     The Term may be terminated only (i) by KBB in the event that
EVRI does not pay any fees owed by it hereunder within [*] of the date
such fees are due under this Agreement, (ii) by KBB 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 KBB; 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 [*] 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 [*] 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 3.5 hereof.

3.3     In the event that  the Term is not terminated pursuant to
Sections 3.1 or 3.2 hereof and KBB 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 [*] basis and may
thereafter be terminated either (a) by KBB, on not less than [*] written
notice to EVRI, or (b) by EVRI on not less than [*] written notice to
KBB.

3.4     The provisions of this Agreement shall continue in full force
and effect after the termination of the Term, including but not limited
to the obligations of the parties to pay the amounts required by Section
4 hereof provided that EVRI shall not be obligated to provide the Covered
Services after the effectiveness of any such termination.

3.5     Either party may terminate this Agreement for any reason upon
[*] prior written notice to the other party.

**4.      Fees.**

4.1     By the 10th day of each month following the end of each
calendar month during the Term, and (iii) the end of the second calendar
month after the month in which the Term expires (each such date a
"Calculation Date"):

4.1.1   EVRI shall deliver to KBB a written report setting forth
EVRI's determination of the Yield, setting forth a summary of the
underlying data pursuant to which the Yield is calculated, and
identifying (i) which Financing Submissions have resulted in the
Consumers who made such Financing Submissions subsequently acquiring
vehicle financing from or through EVRI, which shall be accompanied by a
statement of an authorized representative of EVRI certifying as to the
accuracy of such report.

4.1.2   EVRI and KBB shall calculate the "Financing Fee," which shall
be [*]:

Financing Yield:        [*]

Fee Per
Financing
Submission:     [*]

4.2     Not later than [*], EVRI shall pay KBB an amount equal to the
amount (if any) by which the sum of the Financing Fee is computed as of
the end of the applicable Cut-Off Date.

4.3     KBB shall have the right, at its expense, upon not less than
[*] written notice and during EVRI's normal business hours, without
disrupting EVRI's business operations, to inspect and audit the books and
records of EVRI relating to the Covered Services, without disrupting
EVRI's business operations, for the purpose of verifying any reports,
information or payments due to KBB under this Agreement.

**5.      Indemnification.**

5.1     Each party agrees to indemnify, defend and hold harmless the
other party and its shareholders, directors, officers, employees, agents
and affiliates from and against any and all claims, actions and
proceedings (including but not limited to reasonable attorney's fees and
expenses), damages, judgments, settlements and costs incurred in
connection therewith) that arises out of or relates to any breach or
omission by such indemnifying party with respect to its obligations under
this Agreement or rising out of the negligence or willful misconduct of
such party in connection with the performance of its duties hereunder.

5.2     Any person claiming any right of indemnification under this
Agreement ("Indemnified Party") as a result of a Third Party Claim shall
notify the party from whom indemnification is sought (the "Indemnifying
Party") pursuant to the provisions hereof (a "Claim Notice"), specifying
the nature of the claim, and giving notice of any fact upon which the
Indemnified Party intends to base a claim for indemnification hereunder.
The Indemnifying Party shall have [*] (or, if shorter, a period to a date
not less than the date when a responsive pleading or other document is
required to be filed giving effect to any available extension) (the
"Notice Period") to notify the Indemnified Party (a) whether or not it
disputes its liability for indemnification of the Third Party Claim and
(b) if liability is not disputed, whether or not it desires to defend the
Indemnified Party.  If the Indemnifying Party elects to defend by
appropriate proceedings, such proceedings shall be promptly settled or
prosecuted to a final conclusion in such a manner as is reasonably
calculated to avoid any risk of damage to the Indemnified Party, and all
costs and expenses of such proceedings and the amount of any judgment
shall be paid by the Indemnifying Party.

**6.      Miscellaneous Provisions.**

6.1     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).

6.2     Entire Agreement, Waivers, Etc.  This Agreement constitutes
the sole and entire agreement and understanding between the parties
hereto, and together they supersede 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.

6.3     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.

6.4     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.

6.5     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.

6.6     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.

6.7     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.

6.8     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.

6.9     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.

6.10    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.

6.11    Confidentiality.  Both EVRI and KBB 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 [*] 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.



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

`ELECTRONIC VEHICLE REMARKETING, INC.               KELLEY BLUE BOOK

By:                                                By:

Its:                                               Its:`

[*] Confidential treatment requested.

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