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,  for  a  specified   period,  a  fraction,   the
denominator of which is the number Financing Submissions made during such period
and the  numerator  of which is the number of such  Financing  Submissions  that
resulted  in the  Consumers  who made such  Financing  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 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)  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 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 (i)  another  Page  within the same
Consumer  Finance Site, or (iii) the Page accessed  through the Return Icon; for
the purpose of  attempting  to induce each Consumer who has completed its access
of such Consumer Finance Site to return to the KBB Site.

     2.2.6 EVRI shall post to KBB, on a daily basis, 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 June 1, 1998 and shall end on
June 1, 1999 (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 60 days 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 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 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 on a  month-to-month  basis and may  thereafter be terminated
either (a) by KBB, on not less than 30 days'  written  notice to EVRI, or (b) by
EVRI on not less than 30 days' 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 thirty (30) days 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
based  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 Financing Submissions made from the date
hereof through the applicable Cut-Off Date:


Financing Yield:    less than 20%     20%-30%       31%-40%        Over 40%

Fee Per
Financing
Submission:             [*]

     4.2 Not  later  than  July  30th and the 30th  day of each  calendar  month
thereafter  through  the 30th day of the month  following  the last  Calculation
Date, 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 five
business days' 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 30 days
(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
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.


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

Its:                                          Its:
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