<PAGE>

                                                                   Exhibit 10(m)













                          PURCHASE AND SALE AGREEMENT


                          Dated as of December 22, 2000


                                     between



                               AFC AIM CORPORATION



                                       and



                         AUTOMOTIVE FINANCE CORPORATION



<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                      AGREEMENT TO PURCHASE AND CONTRIBUTE

1.1.  Agreement to Purchase and Sell...........................................2
1.2.  Timing of Purchases......................................................3
1.3.  Consideration for Purchases..............................................3
1.4.  Purchase and Sale Termination Date.......................................3
1.5.  Intention of the Parties.................................................3
1.6.  Certain Definitions......................................................4

                                   ARTICLE II

                          CALCULATION OF PURCHASE PRICE

2.1.  Calculation of Purchase Price............................................5

                                   ARTICLE III

                          CONTRIBUTION OF RECEIVABLES;
                            PAYMENT OF PURCHASE PRICE

3.1.  Contribution of Receivables..............................................7
3.2.  Initial Purchase Price Payment...........................................7
3.3.  Subsequent Purchase Price Payments.......................................7
3.4.  Settlement as to Specific Receivables....................................8
3.5.  Reconveyance of Receivables..............................................9

                                   ARTICLE IV

                             CONDITIONS OF PURCHASES

4.1.  Conditions Precedent to Initial Purchase.................................9
4.2.  Certification as to Representations and Warranties......................11

                                    ARTICLE V

                REPRESENTATIONS AND WARRANTIES OF THE ORIGINATOR

5.1.  Organization and Good Standing..........................................11

                                      -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                            PAGE

5.2.  Due Qualification.......................................................11
5.3.  Power and Authority; Due Authorization..................................12
5.4.  Valid Sale or Contribution; Binding Obligations.........................12
5.5.  No Violation............................................................12
5.6.  Proceedings.............................................................12
5.7.  Bulk Sales Act..........................................................13
5.8.  Government Approvals....................................................13
5.9.  Financial Condition.....................................................13
5.10.  Margin Regulations.....................................................13
5.11.  Quality of Title.......................................................13
5.12.  Accuracy of Information................................................14
5.13.  Offices................................................................14
5.14.  Trade Names............................................................14
5.15.  Taxes..................................................................15
5.16.  Licenses and Labor Controversies.......................................15
5.17.  Compliance with Applicable Laws........................................15
5.18.  Reliance on Separate Legal Identity....................................15
5.19.  Purchase Price.........................................................15
5.20.  Eligibility of Receivables.............................................15

                                   ARTICLE VI

                           COVENANTS OF THE ORIGINATOR

6.1.  Affirmative Covenants...................................................16
6.2.  Reporting Requirements..................................................18
6.3.  Negative Covenants......................................................19

                                   ARTICLE VII

                      ADDITIONAL RIGHTS AND OBLIGATIONS IN
                           RESPECT OF THE RECEIVABLES

7.1.  Rights of the Company...................................................20
7.2.  Responsibilities of the Originator......................................20
7.3.  Further Action Evidencing Purchases.....................................21
7.4.  Application of Collections..............................................22

                                  ARTICLE VIII

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

                      PURCHASE AND SALE TERMINATION EVENTS

8.1.  Purchase and Sale Termination Events....................................22
8.2.  Remedies................................................................23

                                   ARTICLE IX

                                 INDEMNIFICATION

9.1.  Indemnities by the Originator...........................................24

                                    ARTICLE X

                                  MISCELLANEOUS

10.1.  Amendments, etc........................................................27
10.2.  Notices, etc...........................................................27
10.3.  No Waiver; Cumulative Remedies.........................................27
10.4.  Binding Effect; Assignability..........................................27
10.5.  Governing Law..........................................................28
10.6.  Costs, Expenses and Taxes..............................................28
10.7.  Submission to Jurisdiction.............................................29
10.8.  Waiver of Jury Trial...................................................29
10.9.  Captions and Cross References; Incorporation by Reference..............29
10.10.  Execution in Counterparts.............................................29
10.11.  Acknowledgment and Agreement..........................................30




                                    SCHEDULES

SCHEDULE 5.13  Office Locations

SCHEDULE 5.14  Trade Names

SCHEDULE 5.15  Tax Matters


                                    EXHIBITS

                                     -iii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)


                                                                            PAGE


EXHIBIT A      Form of Company Note

                                      -iv-

<PAGE>






                           PURCHASE AND SALE AGREEMENT


         THIS PURCHASE AND SALE AGREEMENT (as amended,  supplemented or modified
from time to time, this "AGREEMENT"),  dated as of December 22, 2000, is between
AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation, as originator and seller
(the  "ORIGINATOR"),  and AFC  AIM  CORPORATION,  an  Indiana  corporation  (the
"COMPANY"), as purchaser.


                                   DEFINITIONS

         Unless otherwise indicated, certain terms that are capitalized and used
throughout  this  Agreement  are defined in EXHIBIT I to the Loan and  Servicing
Agreement of even date herewith (as amended,  supplemented or otherwise modified
from time to time, the "LOAN AND SERVICING  AGREEMENT"),  among the Company, the
Originator, as initial Servicer, and BANK OF MONTREAL, CHICAGO BRANCH, as lender
(together with its successors and assigns, the "LENDER").


                                   BACKGROUND

         1.    The Company is a special  purpose corporation, all of the capital
stock of which is wholly-owned by the Originator.

         2.    On the Closing Date, the Originator is transferring a portion of
the  Receivables  and Related  Rights in  existence  on the Closing  Date to the
Company as a capital contribution to the Company.

         3.    In order to finance  its business, the Originator  wishes to sell
certain Receivables and Related Rights from time to time to the Company, and the
Company is willing, on the terms and subject to the conditions set forth herein,
to purchase such Receivables and Related Rights from the Originator.

         4.    The Company  intends to finance its  purchase of the  Receivables
and Related Rights through secured loans to be made to the Company by the Lender
pursuant to the Loan and Servicing Agreement.


<PAGE>

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein contained, the parties hereto agree as follows:


                                    ARTICLE I

                      AGREEMENT TO PURCHASE AND CONTRIBUTE

         1.1.  AGREEMENT TO PURCHASE  AND SELL.  On the terms and subject to the
conditions  set  forth  in  this  Agreement   (including  ARTICLE  IV),  and  in
consideration  of the  Purchase  Price,  the  Originator  agrees  to sell to the
Company, and does hereby sell to the Company, and the Company agrees to purchase
from the  Originator,  and does hereby  purchase  from the  Originator,  without
recourse and without regard to  collectibility,  all of the Originator's  right,
title and interest in and to:

         (a)      each Receivable of the  Originator that existed and  was owing
to the Originator as of the opening of the Originator's business on December 22,
2000 (the "CLOSING DATE") (other than the portion of the Receivables and Related
Rights contributed by the Originator to the Company pursuant to SECTION 3.1 (the
"CONTRIBUTED PORTION"));

         (b)      each  Receivable created or originated  by the Originator from
the opening of the  Originator's  business on the Closing Date to and  including
the Purchase and Sale Termination Date;

         (c)      all of the Originator's right, title and interest under the
Isuzu Loan Documents;

         (d)      all of the Originator's  right,  title and interest in all
payments of  principal,  interest,  administrative  fees or other amounts due in
respect  of any  Advance or other  disbursement  under the  Promissory  Note and
Security Agreement.

         (e)      all rights to, but not the  obligations  under,  all Related
Security (other than with respect to the Contributed Portion);

         (f)      all monies due or to become due with respect to any of the
foregoing;

         (g)      all books and records related to any of the foregoing; and

         (h)      all  proceeds  thereof (as defined in the UCC)  including,
without limitation,  all funds which either are received by the Originator,  the
Company  or the  Servicer  from or on behalf of the  Obligor  in  payment of any
amounts owed (including,  without limitation,  finance charges, interest and all
other  charges)  in  respect  of any  Receivable  (other  than  the  Contributed
Portion),  or that are (or are to be) applied to amounts  owed in respect of any
such  Receivable  (including,  without  limitation,  insurance  payments and net
proceeds of the sale or other  disposition  of vehicles or other  collateral  or
property of the Obligor or any other Person  directly or  indirectly  liable for
the payment of any such Receivable that are (or are to be) applied thereto).

                                      -2-

<PAGE>


All purchases and contributions  hereunder shall be made without  recourse,  but
shall be made pursuant to and in reliance upon the  representations,  warranties
and covenants of the Originator,  in its capacity as Originator and contributor,
set forth in each Transaction  Document.  The Company's foregoing  commitment to
purchase such  Receivables and the proceeds and rights  described in SUBSECTIONS
(c) through (h) of this SECTION 1.1 (collectively,  including such item relating
to  Contributed  Portion,  the "RELATED  RIGHTS") is herein called the "PURCHASE
FACILITY."

         1.2.  TIMING OF PURCHASES.

         (a)      CLOSING DATE PURCHASES.  The Originator's entire right, title
and interest in (i) each Receivable that existed and was owing to the Originator
as of the opening of the Originator's  business on the Closing Date, (other than
Contributed  Portion) and (ii) all Related Rights with respect  thereto shall be
sold to the Company on the Closing Date.

         (b)      REGULAR PURCHASES.  After the Closing Date, each Receivable
created  or  originated  by the  Originator  and all  Related  Rights  shall  be
purchased  and  owned by the  Company  (without  any  further  action)  upon the
creation or origination of such Receivable.

         1.3.  CONSIDERATION FOR  PURCHASES.  On the terms and subject to the
conditions set forth in this Agreement,  the Company agrees to make all Purchase
Price payments to the Originator.

         1.4.  PURCHASE AND SALE TERMINATION  DATE.  The  "PURCHASE  AND SALE
TERMINATION  DATE"  shall  be the  earlier  to  occur  of (a)  the  date  of the
termination of this  Agreement  pursuant to SECTION 8.2 and (b) the Business Day
immediately following the day on which the Originator shall have given notice to
the Company that the Originator desires to terminate this Agreement.

         1.5.  INTENTION OF THE PARTIES. It is the express intent of the parties
hereto that the transfers of the Receivables  (other than  Contributed  Portion)
and Related Rights (other than those relating to the Contributed Portion) by the
Originator to the Company,  as contemplated by this Agreement be, and be treated
as,  sales and not as secured  loans  secured  by the  Receivables  and  Related
Rights.  If,  however,   notwithstanding   the  intent  of  the  parties,   such
transactions are deemed to be loans, the Originator hereby grants to the Company
a first priority security interest in all of the Originator's  right,  title and
interest  in and to each of the items  described  in clauses  (a) through (h) of
SECTION 1.1 above to secure all of the Originator's obligations hereunder.

         1.6.     CERTAIN  DEFINITIONS.  As used in this Agreement,  the terms
"Material Adverse Effect" and "Solvent" are defined as follows:

                  "MATERIAL  ADVERSE EFFECT" means, with respect to any event or
circumstance, a material adverse effect on:

                  (i)   the business, operations, property or financial
condition of the Originator;

                  (ii)  the ability of the Originator or the Servicer (if it is
the  Originator)  to  perform  its

                                      -3-

<PAGE>

obligations  under the Loan and  Servicing  Agreement  or any other  Transaction
Document to which it is a party or the performance of any such obligations;

                  (iii) the validity or enforceability of the Loan and
Servicing Agreement or any other Transaction Document;

                  (iv)  with  respect to the Purchase  and Sale Agreement,  the
status, existence,  perfection, priority or enforceability of Company's interest
in the Receivables or Related Rights; or

                  (v)   the collectibility of the Receivables.

                  "SOLVENT"  means,  with  respect to any Person at any time,  a
condition under which:

                  (i)   the fair value and present fair  saleable  value of such
Person's  total  assets  is,  on the date of  determination,  greater  than such
Person's total liabilities  (including contingent and unliquidated  liabilities)
at such time;

                  (ii)  such Person is and shall continue to be able to pay all
of its liabilities as such liabilities mature; and

                  (iii) such Person  does not have  unreasonably  small  capital
with which to engage in its current and in its anticipated business.

For purposes of this definition:

                  (A) the  amount  of a  Person's  contingent  or unliquidated
         liabilities at any time shall be that amount which, in light of all the
         facts and circumstances then existing,  represents the amount which can
         reasonably be expected to become an actual or matured liability;

                  (B) the "fair value" of an asset shall be the amount which may
         be realized within a reasonable time either through  collection or sale
         of such asset at its regular market value;

                  (C) the "regular market value" of an asset shall be the amount
         which a capable and  diligent  business  person  could  obtain for such
         asset from an  interested  buyer who is willing to purchase  such asset
         under ordinary selling conditions; and

                  (D) the "present  fair  saleable  value" of an asset means the
         amount  which can be  obtained  if such  asset is sold with  reasonable
         promptness  in an  arm's  length  transaction  in an  existing  and not
         theoretical market.


                                      -4-

<PAGE>


                                   ARTICLE II

                          CALCULATION OF PURCHASE PRICE

         2.1.  CALCULATION OF PURCHASE PRICE. On the Closing Date, the Servicer
shall deliver to the Company,  the Lender and the Originator (if the Servicer is
other than the Originator) a schedule  listing each of the Vehicles  relating to
the  Receivable  funded on the Closing Date,  which  schedule  shall include the
amount of the Advance made with respect to each such  Vehicle.  Thereafter,  the
Servicer  shall provide to the Company,  the Lender and the  Originator  (if the
Servicer is other than the Originator) a copy of each Bailed  Property  Schedule
delivered  to the  Originator  by the  Obligor  pursuant  to Section  2.2 of the
Promissory Note and Security  Agreement with respect to any Vehicle  financed by
an Advance thereunder.

The "PURCHASE  PRICE" (to be paid to the Originator in accordance with the terms
of Article III) for each  Receivable  and the Related  Rights that are purchased
hereunder  shall be equal to the  Outstanding  Balance of such Receivable on the
date of purchase.

         "OUTSTANDING  BALANCE"  means,  with  respect  to any  Receivable,  the
aggregate  amount of all Advances  made by the  Originator  with respect to such
Receivable,  less any amounts deposited in the Collection Account and applied to
the  reduction of the  principal  amount of the related Loan  pursuant to clause
fifth of Section 1.4(d) of the Loan and Servicing Agreement (or paid directly to
the Lender as a repayment of principal with respect to such Loan).

                                   ARTICLE III

                          CONTRIBUTION OF RECEIVABLES;
                            PAYMENT OF PURCHASE PRICE

         3.1.  CONTRIBUTION OF RECEIVABLES. On the Closing Date, the Originator
shall,  and hereby does,  contribute to the capital of the Company,  in exchange
for the issuance of 1,000 shares of common  stock,  a portion of the  Receivable
and the Related  Rights  relating to the Advances made by the  Originator on the
Closing Date,  such that the aggregate  Outstanding  Balance of the  contributed
portion of such Receivable shall be equal to $1,000,000.

         3.2.  INITIAL PURCHASE PRICE PAYMENT. On the terms and subject to the
conditions  set  forth  in this  Agreement,  the  Company  agrees  to pay to the
Originator  the Purchase Price for the purchase of Receivables to be made on the
Closing  Date,  partially in cash in the amount of the proceeds of the Loan made
by the Lender on the Closing Date under the Loan and  Servicing  Agreement,  and
partially  by  issuing  a  promissory  note  in the  form  of  EXHIBIT  B to the
Originator  with an initial  principal  balance equal to the remaining  Purchase
Price  (as  such  promissory  note may be  amended,  supplemented,  indorsed  or
otherwise modified from time to time,  together with all promissory notes issued
from time to time in substitution therefor or renewal thereof in accordance with
the Transaction Documents, being herein called the "COMPANY NOTE").

                                      -5-

<PAGE>


         3.3.  SUBSEQUENT PURCHASE PRICE PAYMENTS. On each Business Day falling
after the  Closing  Date and on or prior to the  Purchase  and Sale  Termination
Date, on the terms and subject to the  conditions  set forth in this  Agreement,
the Company shall pay to the Originator  the Purchase Price for the  Receivables
sold by the  Originator  to the Company on such  Business  Day, in cash,  to the
extent funds are available to make such payment and such payment is permitted by
paragraph  (o) of Exhibit  IV to the Loan and  Servicing  Agreement,  and to the
extent any of such Purchase Price remains unpaid, such remaining portion of such
Purchase  Price  shall  be  paid  by  means  of an  automatic  increase  to  the
outstanding principal amount of the Company Note.

         Servicer shall make all appropriate record keeping entries with respect
to the  Company  Note  or  otherwise  to  reflect  the  foregoing  payments  and
adjustments  pursuant to SECTION 3.4,  and  Servicer's  books and records  shall
constitute  rebuttable  presumptive  evidence  of the  principal  amount  of and
accrued  interest on the Company Note at any time.  Furthermore,  Servicer shall
hold the Company Note for the benefit of the Originator,  and all payments under
the Company Note shall be made to the Servicer for the account of the applicable
payee thereof. The Originator hereby irrevocably authorizes Servicer to mark the
Company Note  "CANCELLED" and to return the Company Note to the Company upon the
final payment thereof after the occurrence of the Purchase and Sale  Termination
Date.

         3.4.  SETTLEMENT AS TO SPECIFIC RECEIVABLES AND DILUTION.

         (a)   If on the day of purchase or contribution of any Receivable  from
the Originator hereunder,  any of the representations or warranties set forth in
SECTION 5.4,  5.11 or 5.20 is not true with respect to such  Receivable  or as a
result  of any  action  or  inaction  of the  Originator,  on any day any of the
representations or warranties set forth in SECTION 5.4 or 5.11 is no longer true
with respect to such a Receivable,  then the Purchase  Price with respect to the
Receivables  purchased  hereunder  shall be  reduced  by an amount  equal to the
Outstanding  Balance of such Receivable and shall be accounted to the Originator
as provided in SUBSECTION (c) below;  PROVIDED,  that if the Company  thereafter
receives  payment on account of Collections due with respect to such Receivable,
the Company promptly shall deliver such funds to the Originator.

         (b)   If, on any day, the Outstanding Balance of any Receivable
purchased  or  contributed  hereunder  is reduced or adjusted as a result of any
adjustment made by the Originator,  Company or Servicer or any setoff or dispute
between the Originator or the Servicer and the Obligor,  then the Purchase Price
with  respect to the  Receivables  purchased  hereunder  shall be reduced by the
amount of such reduction and shall be accounted to the Originator as provided in
SUBSECTION (c) below.

         (c)   Any reduction in the Purchase Price of the Receivables  pursuant
to  SUBSECTION  (a) or (b) above shall be applied as a credit for the account of
the Company against the Purchase Price of Receivables  subsequently purchased by
the Company from the Originator hereunder;  PROVIDED, HOWEVER if there have been
no purchases of Receivables (or  insufficiently  large purchases of Receivables)
to create a Purchase  Price  sufficient  to so apply such  credit  against,  the
amount of such credit

                                      -6-

<PAGE>


                  (i)    shall be paid in cash to the Company by the  Originator
         in the manner and for application as described in the following
         proviso, or

                  (ii)   shall be  deemed  to be a  payment under,  and shall be
         deducted from the principal amount outstanding under, the Company Note,
         to the extent that such payment is  permitted  under  paragraph  (o) of
         Exhibit IV of the Loan and Servicing Agreement;

PROVIDED,  FURTHER,  that at any time (y) when an Event of Default or  Unmatured
Event of Default exists or (z) on or after the  Termination  Date, the amount of
any such  credit  shall be paid by the  Originator  to the Company by deposit in
immediately  available  funds into the  Collection  Account for  application  by
Servicer to the same extent as if Collections  of the  applicable  Receivable in
such amount had actually been received on such date.

         3.5.  RECONVEYANCE OF  RECEIVABLES.  In the event that the Originator
has paid to the Company the full Outstanding  Balance of any Receivable pursuant
to SECTION 3.4, the Company shall  reconvey such  Receivable to the  Originator,
without  representation or warranty,  but free and clear of all liens created by
the Company.


                                   ARTICLE IV

                             CONDITIONS OF PURCHASES

         4.1.  CONDITIONS  PRECEDENT TO INITIAL PURCHASE.  The initial purchase
hereunder  is subject to the  condition  precedent  that the Company  shall have
received,  on or before the Closing Date, the following,  each (unless otherwise
indicated)  dated  the  Closing  Date,  and  each in  form,  substance  and date
satisfactory to the Company:

         (a)   A copy  of  the  resolutions  of  the  Board of Directors  of the
Originator  approving  the  Transaction  Documents to be delivered by it and the
transactions  contemplated  hereby and thereby,  certified  by the  Secretary or
Assistant Secretary of the Originator;

         (b)   A Certificate of Existence for the Originator issued as of a
recent date by the Indiana Secretary of State;

         (c)   A  certificate  of the  Secretary  or  Assistant Secretary of the
Originator  certifying the names and true signatures of the officers  authorized
on the Originator's behalf to sign the Transaction  Documents to be delivered by
it (on which certificate the Company and Servicer (if other than the Originator)
may  conclusively  rely until such time as the  Company and the  Servicer  shall
receive from the Originator a revised  certificate  meeting the  requirements of
this SUBSECTION (c));

         (d)   The articles of  incorporation of the Originator together with a
copy of the by-laws of the  Originator,  each duly certified by the Secretary or
an Assistant Secretary of the Originator;

                                      -7-
<PAGE>

         (e)   Copies of the proper financing  statements (Form UCC-1) that have
been duly  executed and name the  Originator  as the assignor and the Company as
the  assignee  (and the Lender as  assignee of the  Company) of the  Receivables
generated by the Originator and Related Rights or other,  similar instruments or
documents,  as may be  necessary  or, in  Servicer's  or the  Lender's  opinion,
desirable under the UCC of all appropriate  jurisdictions  or any comparable law
of all appropriate  jurisdictions to perfect the Company's ownership interest in
all  Receivables  and  Related  Rights  in which an  ownership  interest  may be
transferred to it hereunder;

         (f)   A written search report from a Person  satisfactory to Servicer
and the  Lender  listing  all  effective  financing  statements  that  name  the
Originator  as debtor or  assignor  and that are filed in the  jurisdictions  in
which filings were made pursuant to the foregoing  SUBSECTION (e), together with
copies of such financing  statements (none of which,  except for those described
in the  foregoing  SUBSECTION  (e),  shall cover any  Receivable  or any Related
Right),  and tax and judgment lien search reports from a Person  satisfactory to
Servicer  and the Lender  showing no evidence  of such liens  filed  against the
Originator;

         (g)   Favorable  opinions of Joel Garcia,  Esq., general counsel to the
Originator,   Ice  Miller,   special  counsel  to  the  Originator,   concerning
enforceability  of this  Agreement  and certain other  matters,  and Ice Miller,
concerning  certain bankruptcy  matters,  and such other opinions as the Company
may reasonably request;

         (h)   Evidence (i) of the execution and delivery by each of the parties
thereto of each of the other Transaction  Documents to be executed and delivered
in  connection  herewith and (ii) that each of the  conditions  precedent to the
execution,  delivery and effectiveness of such other  Transaction  Documents has
been satisfied to the Company's satisfaction; and

         (i)   A certificate  from an officer of the Originator to the effect
that Servicer and the Originator have placed on the most recent,  and have taken
all  steps  reasonably  necessary  to  ensure  that  there  shall be  placed  on
subsequent,  summary master control data processing reports the following legend
(or the substantive equivalent thereof):  "THE RECEIVABLES DESCRIBED HEREIN HAVE
BEEN SOLD TO AFC AIM  CORPORATION  PURSUANT  TO A PURCHASE  AND SALE  AGREEMENT,
DATED AS OF DECEMBER 22, 2000, BETWEEN  AUTOMOTIVE  FINANCE  CORPORATION AND AFC
AIM CORPORATION; AND A SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS
BEEN GRANTED TO BANK OF MONTREAL,  PURSUANT TO A LOAN AND  SERVICING  AGREEMENT,
DATED  AS OF  DECEMBER  22,  2000,  AMONG  AFC  AIM  CORPORATION,  AS  BORROWER,
AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, AND BANK OF MONTREAL, AS LENDER.

         4.2.  CERTIFICATION  AS  TO  REPRESENTATIONS   AND  WARRANTIES.   The
Originator,  by accepting the Purchase  Price  (including by the increase in the
outstanding balance of the Company Note) related to each purchase of Receivables
and Related Rights shall be deemed to have  certified  that the  representations
and  warranties  contained  in ARTICLE V are true and  correct on and as of such
day, with the same effect as though made on and as of such day.

                                      -8-

<PAGE>


                                    ARTICLE V

                REPRESENTATIONS AND WARRANTIES OF THE ORIGINATOR

         In order to induce the Company to enter into this Agreement and to make
purchases and accept contributions hereunder, the Originator, in its capacity as
Originator under this Agreement, hereby makes the representations and warranties
set forth in this ARTICLE V.

         5.1.  ORGANIZATION AND GOOD STANDING.  The Originator has been duly
incorporated  and in existence as a  corporation  under the laws of the state of
its incorporation, with power and authority to own its properties and to conduct
its  business  as such  properties  are  presently  owned and such  business  is
presently conducted.

         5.2.  DUE QUALIFICATION. The Originator is duly licensed or qualified
to do business as a foreign  corporation  in good  standing in the  jurisdiction
where its chief executive office and principal place of business are located and
in all other  jurisdictions  in which the  ownership or lease of its property or
the conduct of its business  requires  such  licensing or  qualification  except
where the  failure  to be so  licensed  or  qualified  has not had and could not
reasonably be expected to have a Material Adverse Effect.

         5.3.  POWER AND AUTHORITY; DUE AUTHORIZATION. The Originator has (a)
all  necessary  corporate  power,  authority  and legal right (i) to execute and
deliver,  and perform its obligations under, each Transaction  Document to which
it is a party, as Originator,  and (ii) to generate,  own, sell,  contribute and
assign Receivables and Related Rights on the terms and subject to the conditions
herein and therein provided; and (b) duly authorized such execution and delivery
and  such  sale,  contribution  and  assignment  and  the  performance  of  such
obligations by all necessary corporate action.

         5.4.  VALID SALE OR  CONTRIBUTION;  BINDING  OBLIGATIONS.  Each sale or
contribution,  as the case may be, of Receivables and Related Rights made by the
Originator  pursuant  to  this  Agreement  shall  constitute  a  valid  sale  or
contribution,  as the case  may be,  transfer,  and  assignment  thereof  to the
Company,  enforceable against creditors of, and purchasers from, the Originator;
and this Agreement constitutes, and each other Transaction Document to be signed
by the  Originator,  as  Originator,  when duly  executed  and  delivered,  will
constitute,   a  legal,   valid,  and  binding  obligation  of  the  Originator,
enforceable  in  accordance  with its  terms,  except as  enforceability  may be
limited  by  bankruptcy,  insolvency,   reorganization  or  other  similar  laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law.


         5.5.  NO VIOLATION. The consummation of the transactions contemplated
by this Agreement and the other Transaction Documents to which the Originator is
a party as Originator,  and the  fulfillment of the terms hereof or thereof will
not (a) conflict  with,  result in any breach of any of the terms and provisions
of, or  constitute  (with or without  notice or lapse of time or both) a default
under (i) the Originator's  articles of  incorporation  or by-laws,  or (ii) any
indenture,  loan  agreement,  mortgage,  deed of trust,  or other  agreement  or
instrument to which it is a party or by which it is

                                      -9-
<PAGE>

bound, (b) result in the creation or imposition of any Adverse Claim upon any of
its  properties  pursuant to the terms of any such  indenture,  loan  agreement,
mortgage,  deed of trust,  or other  agreement  or  instrument,  other  than the
Transaction  Documents,  or (c)  violate any law or any order,  writ,  judgment,
award,  injunction,  decree,  rule,  or  regulation  applicable  to  it  or  its
properties,  where,  in the cases of ITEMS  (a)(ii),  (b) or (c), such conflict,
breach,  default,  Adverse  Claim or violation  has had or could  reasonably  be
expected to have a Material Adverse Effect.

         5.6.  PROCEEDINGS.  (i) There is no litigation or, to the  Originator's
knowledge,  any  proceeding  or  investigation  pending  before  any  Government
Authority or arbitrator (a) asserting the invalidity of any Transaction Document
to which the  Originator  is a party as  Originator,  (b) seeking to prevent the
sale or  contribution  of  Receivables  and Related Rights to the Company or the
consummation  of any of the other  transactions  contemplated by any Transaction
Document to which the  Originator is a party as  Originator,  or (c) seeking any
determination  or ruling  that could  reasonably  be expected to have a Material
Adverse  Effect.  (ii) The  Originator  is not  subject to any order,  judgment,
decree,  injunction,  stipulation  or consent  order that  could  reasonably  be
expected to have a Material Adverse Effect.

         5.7.  BULK SALES ACT.  No transaction contemplated hereby requires
compliance with any bulk sales act or similar law.

         5.8.  GOVERNMENT  APPROVALS. Except for the filing of the UCC financing
statements  referred  to in ARTICLE  IV, all of which,  at the time  required in
ARTICLE IV, shall have been duly made and shall be in full force and effect,  no
authorization  or approval or other  action by, and no notice to or filing with,
any  governmental  authority or regulatory body is required for the Originator's
due execution,  delivery and performance of any Transaction Document to which it
is a party, as Originator.

         5.9.  FINANCIAL CONDITION.

         (a)   On the date hereof, and on the date of each sale of Receivables
by the  Originator  to the Company  (both before and after giving effect to such
sale), the Originator shall be Solvent.

         (b)   The  consolidated   balance sheets  of  the  Originator  and  its
consolidated subsidiaries as of December 31, 1999, and the related statements of
income  and  shareholders'   equity  of  the  Originator  and  its  consolidated
subsidiaries  for the  fiscal  year then  ended  certified  by the  Originator's
independent  accountants,  copies of which have been  furnished  to the Company,
present  fairly the  consolidated  financial  position of the Originator and its
consolidated  subsidiaries  for the period ended on such date, all in accordance
with generally accepted accounting  principles  consistently  applied; and since
such date no event has occurred that has had, or is reasonably likely to have, a
Material Adverse Effect.

         5.10. MARGIN  REGULATIONS.  No use of any funds  acquired  by the
Originator  under  this  Agreement  will  conflict  with  or  contravene  any of
Regulations  T, U and X  promulgated  by the Board of  Governors  of the Federal
Reserve System from time to time.

                                      -10-

<PAGE>


         5.11. QUALITY OF TITLE.

         (a)   Each  Receivable  (together with the Related Rights) which is to
be sold or  contributed  to the  Company  hereunder  is or shall be owned by the
Originator,  free and clear of any Adverse  Claim.  Whenever the Company makes a
purchase, or accepts a contribution,  hereunder,  it shall have acquired a valid
and perfected  ownership  interest  (free and clear of any Adverse Claim) in all
Receivables generated by the Originator and all Collections related thereto, and
in the Originator's entire right, title and interest in and to the other Related
Rights with respect thereto.

         (b)   No effective  financing  statement or other instrument similar in
effect  covering any Receivable or any Related Right is on file in any recording
office except such as may be filed in favor of the Company or the Originator, as
the case may be, in accordance  with this Agreement or in favor of the Lender in
accordance with the Loan and Servicing Agreement.

         5.12. ACCURACY OF INFORMATION. No factual written information furnished
or to be furnished in writing by the Originator,  as Originator,  to the Company
or the Lender for purposes of or in connection with any Transaction  Document or
any  transaction  contemplated  hereby or  thereby  (including  the  information
contained  in any  Purchase  Report)  is,  and no  other  such  factual  written
information hereafter furnished (and prepared) by the Originator, as Originator,
to the Company or the Lender  pursuant to or in connection  with any Transaction
Document, taken as a whole, will be inaccurate in any material respect as of the
date it was  furnished  or (except as  otherwise  disclosed to the Company at or
prior to such  time) as of the date as of  which  such  information  is dated or
certified, or shall contain any material misstatement of fact or omitted or will
omit to state any material fact necessary to make such information, in the light
of the circumstances  under which any statement therein was made, not materially
misleading on the date as of which such information is dated or certified.

         5.13. OFFICES.  The  Originator's principal place of business and chief
executive  office is located at the  address  set forth  under the  Originator's
signature  hereto,  and the offices  where the  Originator  keeps all its books,
records  and  documents  evidencing  the  Receivables  and all other  agreements
related to such  Receivables are located at the addresses  specified on SCHEDULE
5.13 (or at such  other  locations,  notified  to  Servicer  (if other  than the
Originator) and the Lender in accordance with SECTION 6.1(f),  in  jurisdictions
where all action required by SECTION 7.3 has been taken and completed).

         5.14. TRADE NAMES. Except as disclosed on SCHEDULE 5.14, the Originator
does not use any trade name other than its actual corporate name. From and after
the date that fell six years before the date hereof, the Originator has not been
known by any legal name or trade name  other than its  corporate  name as of the
date  hereof,  nor has the  Originator  been the  subject of any merger or other
corporate reorganization except, in each case, as disclosed on SCHEDULE 5.14.

         5.15. TAXES.  Except as set forth on SCHEDULE 5.15 the  Originator  has
filed all tax returns  and reports  required by law to have been filed by it and
has paid all taxes and  governmental  charges thereby shown to be owing,  except
any such taxes which are not yet delinquent or are being

                                      -11-

<PAGE>

diligently  contested  in good faith by  appropriate  proceedings  and for which
adequate reserves in accordance with generally  accepted  accounting  principles
shall have been set aside on its books.


         5.16. LICENSES AND LABOR CONTROVERSIES.

         (a)   The  Originator  has not  failed to obtain any licenses, permits,
franchises or other  governmental  authorizations  necessary to the ownership of
its properties or to the conduct of its business,  which violation or failure to
obtain would be reasonably likely to have a Material Adverse Effect; and

         (b)   There are no labor  controversies  pending against the Originator
that have had (or are reasonably likely to have) a Material Adverse Effect.

         5.17. COMPLIANCE WITH APPLICABLE LAWS. The Originator is in compliance,
in all material  respects,  with the  requirements  of (i) all applicable  laws,
rules, regulations, and orders of all governmental authorities applicable to the
Receivables and the Isuzu Loan Documents.

         5.18. RELIANCE  ON  SEPARATE  LEGAL  IDENTITY.  The  Originator  is
aware that the Lender is entering into the Transaction  Documents to which it is
a party in reliance upon the Company's  identity as a legal entity separate from
the Originator.

         5.19. PURCHASE PRICE. The purchase price payable by the Company to the
Originator  hereunder is intended by the Originator and Company to be consistent
with the terms that would be obtained in an arm's  length sale.  The  Servicer's
Fee payable to the Originator is intended to be consistent with terms that would
be obtained in an arm's length servicing arrangement.

         5.20. ELIGIBILITY OF RECEIVABLES.  Unless  otherwise  identified to the
Company  on the  date  of the  purchase  hereunder,  each  Receivable  purchased
hereunder is on the date of purchase an Eligible Receivable.


                                   ARTICLE VI

                           COVENANTS OF THE ORIGINATOR

         6.1.  AFFIRMATIVE  COVENANTS. From the date  hereof until the first day
following the Final Payout Date, the Originator will, unless the Company and the
Lender shall otherwise consent in writing:

         (a)   COMPLIANCE WITH LAWS, ETC. Comply in all material respects with
all applicable laws, rules, regulations and orders, including those with respect
to the  Receivables  generated  by it and the  Isuzu  Loan  Documents  and other
agreements related thereto.

         (b)   PRESERVATION  OF  CORPORATE  EXISTENCE. Preserve and maintain its
corporate  existence,

                                      -12-

<PAGE>

rights, franchises and privileges in the jurisdiction of its incorporation,  and
qualify and remain  qualified in good standing as a foreign  corporation in each
jurisdiction where the failure to preserve and maintain such existence,  rights,
franchises,  privileges and qualification could reasonably be expected to have a
Material Adverse Effect.

         (c)   RECEIVABLES  REVIEW. (i) At any time and from time to time during
regular business hours, upon reasonable prior notice,  permit the Company and/or
the Lender, or their respective agents or  representatives,  (A) to examine,  to
audit and make copies of and  abstracts  from all books,  records and  documents
(including,  without limitation,  computer tapes and disks) in the possession or
under the  control of the  Originator  relating to the  Receivables  and Related
Rights and (B) to visit the Originator's  offices and properties for the purpose
of examining such materials described in the foregoing CLAUSE (A) and discussing
matters  relating  to the  Receivables  and Related  Rights or the  Originator's
performance  hereunder  with any of the officers or employees of the  Originator
having  knowledge of such matters;  and (ii) without  limiting the provisions of
CLAUSE  (i) next  above,  from time to time on  request  of the  Lender,  permit
certified  public  accountants  or other  auditors  acceptable  to the Lender to
conduct a review of its books and records  with respect to the  Receivables  and
Related Rights.

         (d)   KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  Maintain an ability to
recreate  records  evidencing the Receivables in the event of the destruction of
the originals thereof.

         (e)   PERFORMANCE  AND  COMPLIANCE  WITH  ISUZU LOAN  DOCUMENTS. At its
expense timely and fully perform and comply with all  provisions,  covenants and
other promises  required to be observed by it under the Isuzu Loan Documents and
all other agreements related to the Receivables and Related Rights.

         (f)   LOCATION OF RECORDS, ETC.. (i) Keep its principal place of
business and chief executive office,  and the offices where it keeps its records
concerning or related to  Receivables  and Related  Rights,  at the  address(es)
referred to in  SCHEDULE  5.13 or,  upon 30 days'  prior  written  notice to the
Company and the  Lender,  at such other  locations  in  jurisdictions  where all
action  required  by SECTION 7.3 shall have been taken and  completed,  and (ii)
provide the Company and the Lender with at least 30 days'  written  notice prior
to making any change in its name or making any other  change in its  identity or
corporate  structure  (including a merger)  which could render any UCC financing
statement filed in connection with this Agreement "seriously misleading" as such
term is used in the UCC (which written  notice sets forth the applicable  change
and the effective date thereof).

         (g)   SEPARATE CORPORATE EXISTENCE OF THE COMPANY. Take such actions as
shall be required in order that:

               (i)   the  Company's  operating  expenses  (other  than  certain
organization  expenses and expenses incurred in connection with the preparation,
negotiation and delivery of the  Transaction  Documents) will not be paid by the
Originator;

               (ii)  the Company's books and records will be maintained
separately from those of

                                      -13-

<PAGE>

the Originator;

               (iii) all  financial  statements  of the  Originator  that are
consolidated to include the Company will contain  detailed notes clearly stating
that (A) all of the  Company's  assets  are  owned by the  Company,  and (B) the
Company is a separate  entity with creditors who have received  interests in the
Company's assets;

               (iv)  the Originator will strictly observe corporate formalities
in its dealing with the Company;

               (v)   the Originator shall not commingle its funds with any funds
of the Company;

               (vi)  the Originator  will maintain arm's length  relationships
with the Company, and the Originator will be compensated at market rates for any
services it renders or otherwise furnishes to the Company; and

               (vii) the Originator will not be, and will not hold itself out
to be,  responsible  for the debts of the Company or the decisions or actions in
respect of the daily  business  and  affairs  of the  Company  (other  than with
respect to such  decisions  or  actions of the  Originator  in its  capacity  as
Servicer).

         6.2.  REPORTING  REQUIREMENTS. From the date hereof until the first day
following the Purchase and Sale Termination Date, the Originator  shall,  unless
the Lender and the Company shall  otherwise  consent in writing,  furnish to the
Company and the Lender:

         (a)   PROCEEDINGS.  As soon as possible  and in any event within  three
Business Days after the Originator has knowledge thereof,  written notice to the
Company and the Lender of (i) all pending  proceedings and investigations of the
type described in SECTION 5.6 not previously disclosed to the Company and/or the
Lender  and (ii) all  material  adverse  developments  that have  occurred  with
respect to any previously disclosed proceedings and investigations;

         (b)   as soon as possible  and in any event within three  Business Days
after the occurrence of each Purchase and Sale Termination Event or event which,
with the giving of notice or lapse of time, or both, would constitute a Purchase
and Sale  Termination  Event, a statement of the chief financial  officer of the
Originator  setting forth details of such Purchase and Sale Termination Event or
event and the action  that the  Originator  has taken and  proposes to take with
respect thereto;

         (c)   promptly  after the  filing or  receiving  thereof, copies of all
reports and notices that the Originator or any Affiliate  files under ERISA with
the Internal Revenue Service or the Pension Benefit Guaranty  Corporation or the
U.S.  Department of Labor or that the Originator or any Affiliate  receives from
any of the  foregoing  or from any  multiemployer  plan  (within  the meaning of
Section 4001(a)(3) of ERISA) to which the Originator or any Affiliate is or was,
within the  preceding  five  years,  a  contributing  employer,  in each case in
respect of the assessment of withdrawal liability or an event or condition which
could, in the aggregate, result in the imposition of liability on the

                                      -14-

<PAGE>

Originator and/or any such Affiliate in excess of $250,000; and

         (d)   promptly  after the occurrence of any event or condition that
could reasonably be expected to have a Material  Adverse Effect,  notice of such
event or condition.

         (e)   OTHER.  Promptly,  from  time to  time,  such  other information,
documents,  records or reports respecting the Receivables, the Related Rights or
the Originator's  performance  hereunder that the Company or the Lender may from
time to time  reasonably  request  in  order to  protect  the  interests  of the
Company,  the Lender or any other Affected Party under or as contemplated by the
Transaction Documents.

         6.3.  NEGATIVE  COVENANTS.  From the date hereof until the date
following the Final Payout Date, the Originator  agrees that,  unless the Lender
and the Company shall otherwise consent in writing, it shall not:

         (a)   SALES,  LIENS, ETC. Except as otherwise provided herein or in any
other Transaction  Document,  sell, assign (by operation of law or otherwise) or
otherwise  dispose  of, or create or suffer to exist any  Adverse  Claim upon or
with  respect  to,  any  Receivable,  Collections  or Related  Security,  or any
interest  therein,  or assign to any  person  other than the Lender any right to
receive income in respect thereof.

         (b)   CHANGE IN BUSINESS.  Make any material  change in the  character
of  its  business  that  would  adversely  affect  the   collectibility  of  the
Receivables or the  enforceability  of the Isuzu Documents or the ability of the
Originator  to perform its  obligations  under the Isuzu  Documents or under any
other Transaction Document; without prior written consent of the Company and the
Lender.

         (c)   RECEIVABLES NOT TO BE EVIDENCED BY INSTRUMENTS.  Take any action
to cause or permit any  Receivable  generated  by it to become  evidenced by any
"instrument" (as defined in the applicable UCC) unless such  "instrument"  shall
be delivered to the Company which in turn shall deliver the same to the Lender.

         (d)   MERGERS,  ACQUISITIONS,  SALES,  ETC.  Merge or consolidate  with
another  Person  (except  pursuant to a merger or  consolidation  involving  the
Originator  where the  Originator  is the  surviving  corporation),  or  convey,
transfer,  lease or  otherwise  dispose  of  (whether  in one or in a series  of
transactions),  all or  substantially  all of its assets  (whether  now owned or
hereafter acquired), other than pursuant to this Agreement.

         (e)   COLLECTION  ACCOUNT BANK.  Replace or terminate the Collection
Account Bank unless the  requirements of paragraph (h) of Exhibit IV to the Loan
and Servicing Agreement have been met.

         (f)   ACCOUNTING  FOR  PURCHASES.  Account  for  or  treat  (whether in
financial  statements or otherwise) the transactions  contemplated hereby in any
manner  other  than as sales of the

                                      -15-

<PAGE>

Receivables and Related Security by the Originator to the Company.

         (g)   TRANSACTION DOCUMENTS. (i) Amend, supplement, amend and restate
or otherwise  modify any Transaction  Document except (A) in accordance with the
terms of such document, instrument or agreement and (B) with the advance written
consent of the Lender, or (ii) enter into, execute,  deliver or otherwise become
bound by any agreement, instrument, document or other arrangement that restricts
the right of the Originator to amend, supplement, amend and restate or otherwise
modify,  or to extend or renew,  or to waive any right under,  this Agreement or
any other Transaction Documents.


                                   ARTICLE VII

                      ADDITIONAL RIGHTS AND OBLIGATIONS IN
                           RESPECT OF THE RECEIVABLES

         7.1.  RIGHTS OF THE COMPANY.  The  Originator  hereby  authorizes the
Company and the  Servicer  (if other than the  Originator)  or their  respective
designees  to take  any and all  steps in the  Originator's  name  necessary  or
desirable, in their respective  determination,  to collect all amounts due under
any and all  Receivables  and Related  Rights,  including,  without  limitation,
endorsing the  Originator's  name on checks and other  instruments  representing
Collections and enforcing such  Receivables and the provisions of the Isuzu Loan
Documents that concern payment and/or enforcement of rights to payment.

         7.2.  RESPONSIBILITIES OF THE ORIGINATOR.  Anything herein to the
contrary notwithstanding:

         (a)   The Originator  agrees to transfer any Collections that it
receives  directly to the Collection  Account within one Business Day of receipt
thereof,  and agrees that all such  Collections  shall be segregated and held in
trust for the  Company  and the  Lender;  PROVIDED  that if the  Company  or the
Servicer is required by Section 5.4 of the Loan and Servicing Agreement to remit
Collections  directly to the Lender (or its designee) the Originator shall remit
such Collections  directly to the Lender (or its designee) in the same manner as
the Company and Servicer may be required to do so by Section 5.4 of the Loan and
Servicing  Agreement.  The  Originator  further  agrees not to deposit any funds
other than Collections in the Collection Account.

         (b)   The Originator  shall perform its obligations  hereunder, and the
exercise  by the  Company  or its  designee  of its rights  hereunder  shall not
relieve the Originator from such obligations.

         (c)   None of the Company,  Servicer (if other than the Originator), or
the Lender  shall have any  obligation  or liability to the Obligor or any other
third Person with respect to any  Receivables or the Isuzu Loan  Documents,  nor
shall the  Company,  Servicer (if other than the  Originator),  or the Lender be
obligated to perform any of the obligations of the Originator thereunder.


                                  -16-
<PAGE>


         (d)   The Originator agrees to deliver to the Servicer (if other than
the  Originator)  an  irrevocable   power  of  attorney,   with  full  power  of
substitution,  coupled with an interest,  to take in the name of the  Originator
all steps necessary or advisable to indorse,  negotiate or otherwise  realize on
any writing or other right of any kind held or  transmitted by the Originator or
transmitted or received by the Company  (whether or not from the  Originator) in
connection with any Receivable or Related Right.

         7.3.  FURTHER ACTION EVIDENCING PURCHASES.  The Originator agrees that
from time to time,  at its  expense,  it will  promptly  execute and deliver all
further instruments and documents,  and take all further action that the Company
or Servicer may  reasonably  request in order to perfect,  protect or more fully
evidence the Receivables  (and the Related Rights)  purchased by, or contributed
to, the Company  hereunder,  or to enable the Company to exercise or enforce any
of its  rights  hereunder  or under  any  other  Transaction  Document.  Without
limiting the generality of the foregoing, the Originator will:

         (a)   upon the request of the Company  execute and file such financing
or continuation  statements,  or amendments thereto or assignments  thereof, and
such other instruments or notices, as may be necessary or appropriate; and

         (b)   mark the summary master control data processing records with the
 legend set forth in SECTION 4.1(i).

The Originator hereby authorizes the Company or its designee to file one or more
financing or  continuation  statements,  and amendments  thereto and assignments
thereof,  relative to all or any of the Receivables (and the Related Rights) now
existing or hereafter  generated by the Originator.  If the Originator  fails to
perform any of its agreements or obligations  under this Agreement,  the Company
or its  designee  may (but shall not be required  to) itself  perform,  or cause
performance of, such agreement or obligation, and the expenses of the Company or
its designee incurred in connection therewith shall be payable by the Originator
as provided in SECTION 10.6.

         7.4.  APPLICATION  OF  COLLECTIONS.  Any  payment  by the  Obligor in
respect  of any  indebtedness  owed by it to the  Originator  shall,  except  as
otherwise  specified by the Obligor or otherwise required by contract or law and
unless otherwise instructed by the Company or the Lender, be applied FIRST, as a
Collection of any  Receivables  of the Obligor,  in the order of the age of such
Receivables,  starting with the oldest of such  Receivables,  and SECOND, to any
other indebtedness of the Obligor.


                                  ARTICLE VIII

                      PURCHASE AND SALE TERMINATION EVENTS

         8.1.  PURCHASE AND SALE  TERMINATION  EVENTS.  Each of the following
events or occurrences described in this SECTION 8.1 shall constitute a "PURCHASE
AND SALE TERMINATION EVENT":

                                      -17-

<PAGE>


         (a)    The Termination Date (as defined in the Loan and Servicing
Agreement) shall have occurred; or

         (b)    The Originator shall fail to make any payment or deposit to be
made by it hereunder when due and such failure shall remain  unremedied for five
(5) Business Days after notice; or

         (c)    Any  representation or warranty made or deemed to be made by the
Originator (or any of its officers)  under or in connection with this Agreement,
any other  Transaction  Document or any other  information  or report  delivered
pursuant  hereto or thereto  shall prove to have been false or  incorrect in any
material respect when made or deemed made provided, however, if the violation of
this  paragraph  (c) by the  Originator  may be cured  without any  potential or
actual  detriment to the Company,  or the Lender,  the Originator  shall have 30
days from the earlier of (i) the Originator's knowledge of such failure and (ii)
notice to the Originator of such failure to so cure any such violation  before a
Purchase and Sale  Termination  Event shall occur so long as the  Originator  is
diligently attempting to effect such cure; or

         (d)    The Originator shall fail to perform or observe in any material
respect any agreement  contained in any of SECTIONS 6.1(g) or 6.3; or

         (e)    The Originator  shall fail to perform or observe any other
material term,  covenant or agreement contained in this Agreement on its part to
be performed or observed and such failure  shall remain  unremedied  for 30 days
after written  notice  thereof shall have been given by Servicer,  the Lender or
the Company to the Originator; or

         (f)(i) The Originator or any of its  subsidiaries  shall generally not
pay its debts as such debts become due, or shall admit in writing its  inability
to pay its debts generally,  or shall make a general  assignment for the benefit
of creditors; or any proceeding shall be instituted by or against the Originator
or any of its subsidiaries seeking to adjudicate it a bankrupt or insolvent,  or
seeking  liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
protection,  relief, or composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar  official for it or for all or any substantial part of its property and,
in the case of any such proceeding  instituted against it (but not instituted by
it), such  proceeding  shall remain  undismissed  or unstayed for a period of 30
days; or (ii) the Originator or any of its subsidiaries shall take any corporate
action to  authorize  any of the  actions  set forth in CLAUSE (i) above in this
SECTION 8.1(f);

         (g)    A contribution failure shall occur with respect to any benefit
plan  sufficient  to give rise to a lien under Section  302(f) of ERISA,  or the
Internal  Revenue  Service shall,  or shall indicate its intention in writing to
the Originator to, file notice of a lien asserting a claim or claims pursuant to
the Code with  regard to any of the  assets of the  Originator,  or the  Pension
Benefit Guaranty  Corporation  shall, or shall indicate its intention in writing
to the  Originator  or an ERISA  Affiliate  to,  either  file  notice  of a lien
asserting a claim  pursuant to ERISA with regard to any assets of the Originator
or an ERISA  Affiliate or terminate  any benefit plan that has unfunded  benefit
liabilities; or

                                      -18-

<PAGE>

         (h)    The Internal Revenue Service shall file notice of a lien
pursuant  to Section  6323 of the  Internal  Revenue  Code with regard to any of
assets of the Originator  and such lien shall not have been released  within ten
Business  Days, or the Pension  Benefit  Guaranty  Corporation  shall,  or shall
indicate  its  intention  to, file notice of a lien  pursuant to Section 4068 of
ERISA with regard to any of the assets of the Originator.

         8.2.    REMEDIES.

                  (i)  OPTIONAL  TERMINATION.  Upon the occurrence of a Purchase
         and Sale  Termination  Event, the Company (and not Servicer) shall have
         the option by notice to the  Originator  (with a copy to the Lender) to
         declare the Purchase and Sale Termination Date to have occurred.

                  (ii) REMEDIES CUMULATIVE. Upon any termination of the Facility
         pursuant to this SECTION 8.2,  the Company  shall have,  in addition to
         all other rights and remedies  under this  Agreement or otherwise,  all
         other rights and  remedies  provided  under the UCC of each  applicable
         jurisdiction   and  other   applicable  laws,  which  rights  shall  be
         cumulative.  Without  limiting the  foregoing,  the  occurrence  of the
         Purchase  and Sale  Termination  Date  shall not deny the  Company  any
         remedy in addition to termination of the Purchase Facility to which the
         Company  may be  otherwise  appropriately  entitled,  whether at law or
         equity.


                                   ARTICLE IX

                                 INDEMNIFICATION

         9.1.    INDEMNITIES BY THE ORIGINATOR.  Without limiting any other
rights  which the  Company  may have  hereunder  or under  applicable  law,  the
Originator hereby agrees to indemnify the Company,  the Lender and each of their
respective  assigns,  officers,  directors,  employees  and agents  (each of the
foregoing  Persons being  individually  called a "PURCHASE AND SALE  INDEMNIFIED
PARTY"),  forthwith  on demand,  from and against any and all  damages,  losses,
claims,  judgments,  liabilities  and  related  costs  and  expenses,  including
reasonable  attorneys'  fees  and  disbursements  (all  of the  foregoing  being
collectively  called  "PURCHASE AND SALE  INDEMNIFIED  AMOUNTS"),  regardless of
whether  any such  Purchase  and Sale  Indemnified  Amount  is the  result  of a
Purchase and Sale Indemnified Party's negligence, strict liability or other acts
or  omissions  of a Purchase  and Sale  Indemnified  Party,  awarded  against or
incurred by any of them arising out of or as a result of the following:

         (a)   the  transfer by the  Originator of an interest in any Receivable
or Related Right to any Person other than the Company;

         (b)   the breach of any representation or warranty made by the
Originator  under or in connection with this Agreement or any other  Transaction
Document,  or any  information or report  delivered by the  Originator  pursuant
hereto or thereto  (including any  information  contained in a

                                      -19-

<PAGE>

Purchase  Report)  which  shall have been  false or  incorrect  in any  material
respect when made, deemed made or delivered;

         (c)   the failure by the  Originator to comply with any applicable law,
rule or regulation  with respect to any Receivable or the Isuzu Loan  Documents,
or the nonconformity of any Receivable or the Isuzu Loan Documents with any such
applicable law, rule or regulation;

         (d)   the failure to vest and maintain  vested in the Company a
perfected ownership interest in the Receivables  generated by the Originator and
Related Rights free and clear of any Adverse Claim,  other than an Adverse Claim
arising  solely as a result of an act of the  Company,  whether  existing at the
time  of the  purchase  or  contribution  of  such  Receivables  or at any  time
thereafter;

         (e)   the failure of the  Originator to file with respect to itself, or
any delay by the  Originator  in filing,  financing  statements or other similar
instruments or documents  under the UCC of any applicable  jurisdiction or other
applicable  laws  with  respect  to any  Receivables  or  purported  Receivables
generated  by the  Originator  or  Related  Rights,  whether  at the time of any
purchase or contribution or at any subsequent time;

         (f)   any  dispute,  claim, offset or defense (other than  discharge in
bankruptcy)  of the  Obligor  to the  payment  of any  Receivable  or  purported
Receivable generated by the Originator (including, without limitation, a defense
based on such  Receivables or the Isuzu Loan Documents not being a legal,  valid
and binding obligation of the Obligor  enforceable against it in accordance with
its terms),  or any other claim  resulting  from or relating to the  transaction
giving rise to any Receivable or relating to collection  activities with respect
to  any  Receivable  (if  such  collection  activities  were  performed  by  the
Originator  or any of its  Affiliates  acting  as  Servicer  or by any  agent or
independent contractor retained by the Originator or any of its Affiliates);

         (g)   any products liability or other claim, investigation, litigation
or proceeding arising out of or in connection with goods,  insurance or services
that secure or relate to any Receivable;

         (h)   any litigation, proceeding or investigation against the
Originator or in respect of any Receivable or Related Right;

         (i)   any tax or governmental fee or charge (other than any tax
excluded  pursuant to the proviso below),  all interest and penalties thereon or
with respect thereto,  and all out-of-pocket  costs and expenses,  including the
reasonable fees and expenses of counsel in defending against the same, which may
arise by reason of the purchase, contribution or ownership of the Receivables or
any Related Right connected with any such Receivables;

         (j)   any failure of the Originator,  individually or as Servicer,  to
perform its duties or  obligations  in  accordance  with the  provisions of this
Agreement or any other Transaction Document; and

         (k)   the commingling of any Collections at any time with other funds;


                                      -20-


<PAGE>



EXCLUDING,  HOWEVER,  (i)  Purchase and Sale  Indemnified  Amounts to the extent
resulting from gross negligence or willful  misconduct on the part of a Purchase
and Sale Indemnified  Party,  (ii) any  indemnification  which has the effect of
recourse  for  non-payment  of the  Receivables  due to  credit  reasons  to the
Originator  (except as otherwise  specifically  provided under this SECTION 9.1)
and (iii) any tax based upon or measured by net income or gross receipts.

         If for any reason the  indemnification  provided  above in this SECTION
9.1 is unavailable to a Purchase and Sale  Indemnified  Party or is insufficient
to hold such Purchase and Sale Indemnified  Party harmless,  then the Originator
shall  contribute  to the  amount  paid or  payable  by such  Purchase  and Sale
Indemnified  Party as a result of such loss,  claim,  damage or liability to the
maximum  extent  permitted  under  applicable  law.  Promptly after receipt by a
Purchase and Sale Indemnified Party under this ARTICLE IX of notice of any claim
or the  commencement  of any  action  arising  out of or as a  result  of any of
paragraphs (a) through (j) above, the Purchase and Sale Indemnified Party shall,
if a claim in respect  thereof is to be made against the  Originator  under this
ARTICLE IX, notify the Originator in writing of the claim or the commencement of
that action; PROVIDED,  HOWEVER, that the failure to notify the Originator shall
not relieve it from any liability which it may have under this ARTICLE IX except
to the extent it has been materially  prejudiced by such failure and,  PROVIDED,
FURTHER, that the failure to notify the Originator shall not relieve it from any
liability which it may have to a Purchase and Sale  Indemnified  Party otherwise
than under this ARTICLE IX. If any such claim or action shall be brought against
a Purchase  and Sale  Indemnified  Party,  the  Originator  shall be entitled to
participate  therein  and, to the extent  that it wishes,  to assume the defense
thereof with counsel  satisfactory to the Purchase and Sale  Indemnified  Party.
After notice from the Originator to the Purchase and Sale  Indemnified  Party of
its election to assume the defense of such claim or action, the Originator shall
not be liable to the Purchase and Sale  Indemnified  Party under this ARTICLE IX
for any legal or other  expenses  subsequently  incurred  by  Purchase  and Sale
Indemnified  Party in connection  with the defense thereof other than reasonable
costs of  investigation.  The Originator shall not (i) without the prior written
consent of the relevant  Purchase and Sale  Indemnified  Party or Parties (which
consent shall not be unreasonably withheld),  settle or compromise or consent to
the entry of any  judgment  with  respect to any  pending or  threatened  claim,
action,  suit or proceeding in respect of which  indemnification or contribution
may be sought hereunder  (whether or not the Purchase and Sale Indemnified Party
or Parties are actual or potential  parties to such claim or action) unless such
settlement,  compromise  or consent  includes an  unconditional  release of each
Purchase  and Sale  Indemnified  Party from all  liability  arising  out of such
claim,  action,  suit or proceeding or (ii) be liable for any  settlement of any
such action  affected  without its written  consent  (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final  judgment of the plaintiff in any such action,  the  Originator  agrees to
indemnify and hold harmless any indemnified  party from and against any Purchase
and Sale Indemnified Amounts relating thereto.

                                      -21-


<PAGE>


                                    ARTICLE X

                                  MISCELLANEOUS

         10.1.   AMENDMENTS, ETC.

         (a)   The  provisions of this Agreement may from time to time be
amended,  modified or waived,  if such  amendment,  modification or waiver is in
writing and consented to by the Originator,  the Company, the Servicer (if other
than the Originator) and the Lender.

         (b)   No  failure  or  delay on the part of the  Company, Servicer, the
Originator  or any third  party  beneficiary  in  exercising  any power or right
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any such  power or right  preclude  any other or  further  exercise
thereof or the  exercise of any other power or right.  No notice to or demand on
the Company,  Servicer,  or the  Originator  in any case shall entitle it to any
notice or demand in similar or other circumstances. No waiver or approval by the
Company or Servicer  under this  Agreement  shall,  except as may  otherwise  be
stated in such waiver or approval, be applicable to subsequent transactions.  No
waiver or approval under this Agreement  shall require any similar or dissimilar
waiver or approval thereafter to be granted hereunder.

         10.2.   NOTICES, ETC. All notices and other communications provided for
hereunder  shall,  unless  otherwise  stated  herein,  be in writing  (including
facsimile  communication)  and shall be personally  delivered or sent by express
mail or courier or by certified mail,  postage-prepaid,  or by facsimile, to the
intended party at the address or facsimile  number of such party set forth under
its name on the  signature  pages  hereof or at such other  address or facsimile
number as shall be  designated  by such  party in a written  notice to the other
parties hereto. All such notices and communications  shall be effective,  (i) if
personally  delivered or sent by express mail or courier or if sent by certified
mail, when received,  and (ii) if transmitted by facsimile,  when sent,  receipt
confirmed by telephone or electronic means.

         10.3.   NO WAIVER;  CUMULATIVE  REMEDIES.  The remedies herein provided
are  cumulative  and not  exclusive  of any  remedies provided by law.

         10.4.   BINDING EFFECT; ASSIGNABILITY.  This Agreement shall be binding
upon and inure to the benefit of the Company,  the Originator and its respective
successors  and  permitted  assigns.  The  Originator  may not assign its rights
hereunder or any interest  herein  without the prior  consent of the Company and
the  Lender.   This  Agreement   shall  create  and  constitute  the  continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until the date after the Purchase and Sale  Termination
Date on which the  Originator has received  payment in full for all  Receivables
and Related  Rights  purchased  pursuant  to SECTION 1.1 hereof.  The rights and
remedies with respect to any breach of any  representation  and warranty made by
the  Originator  pursuant  to  ARTICLE  V and the  indemnification  and  payment
provisions of ARTICLE IX and SECTION 10.6 shall be continuing  and shall survive
any termination of this Agreement.

                                      -22-

<PAGE>

         10.5.   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF INDIANA  (WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAWS  PRINCIPLES  THEREOF),  EXCEPT TO THE EXTENT THAT
THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE COMPANY IN THE RECEIVABLES OR
RELATED RIGHTS,  OR REMEDIES  HEREUNDER IN RESPECT THEREOF,  ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF INDIANA.

         10.6.   COSTS,  EXPENSES  AND  TAXES.  In  addition  to the obligations
of the Originator under ARTICLE IX, the Originator agrees to pay on demand:

         (a)   all   reasonable   costs  and  expenses in  connection  with  the
preparation, execution, delivery and administration (including periodic auditing
of the Receivables) of this Agreement,  the Loan and Servicing Agreement and the
other  documents  and  agreements  to be delivered  hereunder  or in  connection
herewith,  including all reasonable costs and expenses relating to the amending,
amending and restating,  modifying or supplementing of this Agreement,  the Loan
and Servicing  Agreement and the other  documents and agreements to be delivered
hereunder or in connection  herewith and the waiving of any provisions  thereof,
and including in all cases, without limitation,  Attorney Costs for the Company,
the Lender and their  respective  Affiliates and agents with respect thereto and
with respect to advising the Company, the Lender and their respective Affiliates
and agents as to their rights and remedies  under this  Agreement  and the other
Transaction Documents,  and all reasonable costs and expenses, if any (including
Attorney Costs), of the Company, the Lender and their respective  Affiliates and
agents,  in  connection  with the  enforcement  of this  Agreement and the other
Transaction Documents; and

         (b)   any and all stamp and other taxes and fees  payable in connection
with the  execution,  delivery,  filing and  recording of this  Agreement or the
other documents or agreements to be delivered hereunder, and agrees to save each
Purchase and Sale  Indemnified  Party harmless from and against any  liabilities
with  respect to or  resulting  from any delay in paying or omission to pay such
taxes and fees.

         10.7.   SUBMISSION TO JURISDICTION.  EACH PARTY HERETO HEREBY
IRREVOCABLY (a) SUBMITS TO THE  NON-EXCLUSIVE  JURISDICTION OF ANY INDIANA STATE
COURT AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA,
OVER ANY ACTION OR  PROCEEDING  ARISING OUT OF OR  RELATING  TO ANY  TRANSACTION
DOCUMENT; (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND  DETERMINED  IN SUCH STATE OR UNITED  STATES  DISTRICT  COURT;  (c)
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE
DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE  MAINTENANCE  OF  SUCH  ACTION  OR
PROCEEDING;  (d)  CONSENTS  TO THE  SERVICE  OF ANY AND ALL  PROCESS IN ANY SUCH
ACTION OR  PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT
ITS ADDRESS  SPECIFIED IN SECTION  10.2;  AND (e) TO THE EXTENT  ALLOWED BY LAW,
AGREES THAT A NONAPPEALABLE FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING

                                      -23-
<PAGE>

SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE
JUDGMENT OR IN ANY OTHER  MANNER  PROVIDED BY LAW.  NOTHING IN THIS SECTION 10.7
SHALL  AFFECT THE  COMPANY'S  RIGHT TO SERVE LEGAL  PROCESS IN ANY OTHER  MANNER
PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING  AGAINST THE ORIGINATOR OR
ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.

         10.8. WAIVER OF JURY TRIAL. EACH PARTY HERETO EXPRESSLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY
RIGHTS  UNDER  THIS  AGREEMENT,  ANY OTHER  TRANSACTION  DOCUMENT,  OR UNDER ANY
AMENDMENT,  INSTRUMENT  OR  DOCUMENT  DELIVERED  OR WHICH  MAY IN THE  FUTURE BE
DELIVERED IN CONNECTION  HEREWITH OR ARISING FROM ANY  RELATIONSHIP  EXISTING IN
CONNECTION  WITH THIS AGREEMENT OR ANY OTHER  TRANSACTION  DOCUMENT,  AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

         10.9.   CAPTIONS AND CROSS  REFERENCES; INCORPORATION BY REFERENCE. The
various captions (including,  without limitation, the table of contents) in this
Agreement are included for convenience  only and shall not affect the meaning or
interpretation of any provision of this Agreement.  References in this Agreement
to any  underscored  Section or Exhibit  are to such  Section or Exhibit of this
Agreement,  as the case may be. The Exhibits  hereto are hereby  incorporated by
reference into and made a part of this Agreement.

         10.10.  EXECUTION IN  COUNTERPARTS.  This Agreement  may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
Agreement.

         10.11.  ACKNOWLEDGMENT AND AGREEMENT. By execution below, the
Originator  expressly  acknowledges and agrees that all of the Company's rights,
title,  and interests in, to, and under this  Agreement  shall be pledged by the
Company to the Lender  pursuant  to the Loan and  Servicing  Agreement,  and the
Originator  consents to such pledge. Each of the parties hereto acknowledges and
agrees that the Lender is a third party beneficiary of the rights of the Company
arising  hereunder  and  under  the  other  Transaction  Documents  to which the
Originator  is a party and that the Lender may enforce the rights of the Company
under this Agreement.

                                      -24-

<PAGE>



         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                                                AUTOMOTIVE FINANCE CORPORATION


                                                By: /s/ Curtis L. Phillips
                                                   -----------------------------
                                                Name: Curtis L. Phillips
                                                Title: EVP, CFO, Treas
                                                310 East 96th Street, Suite 300
                                                Indianapolis, Indiana 46240
                                                Attention: Curt Phillips
                                                Telephone: (317) 815-9751
                                                Facsimile: (317) 815-9650



                                                AFC AIM CORPORATION


                                                By: /s/ Curtis L. Phillips
                                                   -----------------------------
                                                Name: Curtis L. Phillips
                                                Title: EVP CFO Treas
                                                310 East 96th Street, Suite 320
                                                Indianapolis, Indiana 46240
                                                Attention: Curt Phillips
                                                Telephone: (317) 815-9751
                                                Facsimile: (317) 815-9650


<PAGE>


                                  SCHEDULE 5.13

                                OFFICE LOCATIONS


                         310 East 96th Street, Suite 300
                           Indianapolis, Indiana 46240


<PAGE>



                                  SCHEDULE 5.14

                                   TRADE NAMES

AFC

AFC, Inc.

Autodaq Finance Corporation

Automotive Finance

Automotive Floorplan Corporation


<PAGE>



                                  SCHEDULE 5.15

                                   TAX MATTERS

                                      None.


<PAGE>



                                    EXHIBIT A

                              FORM OF COMPANY NOTE




<PAGE>


                                 NON-NEGOTIABLE
                                    TERM NOTE

                                                               December 22, 2000


    FOR VALUE RECEIVED,  the  undersigned,  AFC AIM  CORPORATION,  an Indiana
corporation (the "COMPANY"),  promises to pay to AUTOMOTIVE FINANCE CORPORATION,
an  Indiana  corporation  ("ORIGINATOR"),  on  the  terms  and  subject  to  the
conditions set forth herein and in the Purchase and Sale  Agreement  referred to
below, the aggregate  unpaid Purchase Price of all Receivables  purchased by the
Company from Originator  pursuant to such Purchase and Sale  Agreement,  as such
unpaid Purchase Price is shown in the records of Servicer.

    1.   PURCHASE  AND  SALE  AGREEMENT.  This Term  Note is the Company  Note
described  in,  and is subject to the terms and  conditions  set forth in,  that
certain  Purchase and Sale  Agreement of even date  herewith (as the same may be
amended, supplemented,  amended and restated or otherwise modified in accordance
with its terms,  the  "PURCHASE  AND SALE  AGREEMENT"),  among the  Company  and
Originator.  Reference is hereby made to the Purchase and Sale  Agreement  for a
statement of certain other rights and obligations of the Company and Originator.

    2.   DEFINITIONS.  Capitalized  terms used (but not defined) herein have the
meanings assigned thereto in the Purchase and Sale Agreement and in EXHIBIT I to
the  Receivables  Purchase  Agreement  (as  defined  in the  Purchase  and  Sale
Agreement).  In addition, as used herein, the following terms have the following
meanings:

                  "BANKRUPTCY  PROCEEDINGS"  has the meaning set forth in CLAUSE
(b) of PARAGRAPH 9 hereof.

                  "FINAL  MATURITY  DATE"  means the  Payment  Date  immediately
         following  the date that falls one hundred  twenty one (121) days after
         the Purchase and Sale Termination Date.

                  "INTEREST  PERIOD"  means  the  period  from and  including  a
         Payment Date (or, in the case of the first  Interest  Period,  the date
         hereof) to but excluding the next Payment Date.

                  "SENIOR  INTERESTS"  means,  collectively,   (i)  all  accrued
         interest on the Loans,  (ii) the fees referred to in SECTION 1.5 of the
         Loan and Servicing  Agreement,  (iii) all amounts  payable  pursuant to
         SECTION 1.7, 1.8, 1.9 or 1.11 of the Loan and Servicing Agreement, (iv)
         the principal amount of the Loans and (v) all other  obligations of the
         Company,  the Originator and the Servicer (as long as the Originator is
         the  Servicer)  that are due and  payable,  to (a) the  Lender  and its
         successors, permitted transferees

                                        1

<PAGE>

         and assigns arising in connection  with the  Transaction  Documents and
         (b) any  Indemnified  Party  arising  in  connection  with the Loan and
         Servicing  Agreement,  in each  case,  howsoever  created,  arising  or
         evidenced,  whether direct or indirect,  absolute or contingent, now or
         hereafter existing,  or due or to become due, together with any and all
         interest  accruing on any such  amount  after the  commencement  of any
         Bankruptcy  Proceedings,  notwithstanding  any provision or rule of law
         that  might  restrict  the  rights of any Senior  Interest  Holder,  as
         against the Company or anyone else, to collect such interest.

                  "SENIOR INTEREST HOLDERS" means, collectively, the Lender and
         the Indemnified Parties.

                  "SUBORDINATION  PROVISIONS" means,  collectively,  CLAUSES (a)
         through (l) of PARAGRAPH 9 hereof.

                  "TELERATE  SCREEN RATE" means,  for any Interest  Period,  the
         rate for thirty  day  commercial  paper  denominated  in Dollars  which
         appears on Page 1250 of the Dow Jones  Telerate  Service (or such other
         page as may  replace  that  page on that  service  for the  purpose  of
         displaying Dollar  commercial paper rates) at approximately  9:00 a.m.,
         New York City time, on the first day of such Interest Period.

    3.   INTEREST.  Subject to the  Subordination  Provisions set forth below,
         the Company  promises to pay interest on this Term Note as follows:

                  (a)  Prior to the Final  Maturity  Date,  the aggregate unpaid
         Purchase Price from time to time outstanding during any Interest Period
         shall bear  interest at a rate PER ANNUM equal to the  Telerate  Screen
         Rate for such Interest Period, as determined by Servicer; and

                  (b)  From (and  including)  the  Final  Maturity  Date to (but
         excluding) the date on which the entire aggregate unpaid Purchase Price
         is fully paid,  the aggregate  unpaid  Purchase Price from time to time
         outstanding  shall bear  interest at a rate PER ANNUM equal to the rate
         of interest  publicly  announced from time to time by Bank of Montreal,
         as its "base rate",  "reference  rate"  or other  comparable  rate,  as
         determined by Servicer.

    4.   INTEREST PAYMENT  DATES.  Subject to the Subordination Provisions set
forth below,  the Company  shall pay accrued  interest on this Term Note on each
Payment  Date,  and shall pay accrued  interest on the amount of each  principal
payment  made in cash on a date  other  than a Payment  Date at the time of such
principal payment.

    5.   BASIS OF  COMPUTATION.  Interest  accrued  hereunder that is computed
by reference to the Telerate Screen Rate shall be computed for the actual number
of days elapsed on the basis of a 360-day year, and interest  accrued  hereunder
that is computed by  reference to the rate  described in PARAGRAPH  3(b) of this
Term Note shall be computed  for the actual  number of days elapsed on the basis
of a 365- or 366-day year.
                                        2

<PAGE>

    6.   PRINCIPAL  PAYMENT DATES.  Subject to the Subordination  Provisions
set forth  below,  payments of the  principal  amount of this Term Note shall be
made as follows:

                  (a)  The principal amount of this Term Note shall be reduced
         by an amount equal to each payment  deemed made pursuant to SECTION 3.4
         of the Purchase and Sale Agreement; and

                  (b)  The  entire  remaining  unpaid  Purchase  Price  of  all
         Receivables  purchased by the Company from  Originator  pursuant to the
         Purchase and Sale Agreement shall be paid on the Final Maturity Date.

Subject to the Subordination Provisions set forth below, the principal amount of
and  accrued  interest  on this Term Note may be  prepaid  on any  Business  Day
without premium or penalty.

    7.   PAYMENT  MECHANICS.  All payments of principal and interest hereunder
are to be made in lawful  money of the  United  States of  America in the manner
specified in ARTICLE III of the Purchase and Sale Agreement.

    8.   ENFORCEMENT  EXPENSES.  In addition to and not in limitation of the
foregoing,  but subject to the  Subordination  Provisions set forth below and to
any  limitation  imposed  by  applicable  law,  the  Company  agrees  to pay all
expenses,  including reasonable attorneys' fees and legal expenses,  incurred by
Originator  in seeking to collect any amounts  payable  hereunder  which are not
paid when due.

    9.   SUBORDINATION  PROVISIONS.   The  Company  covenants and  agrees, and
Originator and any other holder of this Term Note (collectively,  Originator and
any such other holder are called the " HOLDER"), by its acceptance  of this Term
Note,  likewise  covenants and agrees on behalf of itself and any holder of this
Term Note, that the payment of the principal amount of and interest on this Term
Note is hereby  expressly  subordinated  in right of payment to the  payment and
performance of the Senior Interests to the extent and in the manner set forth in
the following clauses of this PARAGRAPH 9:

                  (a) No payment or other  distribution of the Company's  assets
         of any kind or character,  whether in cash, securities, or other rights
         or  property,  shall be made on account of this Term Note except to the
         extent such payment or other distribution is (i) permitted under CLAUSE
         (n) of  EXHIBIT  IV to the Loan and  Servicing  Agreement  or (ii) made
         pursuant to CLAUSE (a) or (b) of PARAGRAPH 6 of this Term Note;

                  (b) In the event of any dissolution,  winding up, liquidation,
         readjustment,  reorganization  or other similar  event  relating to the
         Company,  whether  voluntary or involuntary,  partial or complete,  and
         whether in bankruptcy,  insolvency or receivership proceedings, or upon
         an assignment for the benefit of creditors, or any other marshalling of
         the  assets  and  liabilities  of the  Company  or any  sale  of all or
         substantially  all of the assets of the Company other than as permitted
         by the  Purchase  and Sale  Agreement  (such  proceedings  being herein
         collectively called "BANKRUPTCY PROCEEDINGS"), the Senior Interests

                                        3
<PAGE>

         shall first be paid and performed in full and in cash before Originator
         shall be entitled to receive and to retain any payment or  distribution
         in respect of this Term Note. In order to implement the foregoing:  (i)
         all payments and  distributions  of any kind or character in respect of
         this Term Note to which Holder would be entitled except for this CLAUSE
         (b) shall be made directly to the Lender (for the benefit of the Senior
         Interest  Holders);  (ii) Holder shall promptly file a claim or claims,
         in the  form  required  in any  Bankruptcy  Proceedings,  for the  full
         outstanding  amount of this  Term  Note,  and  shall  use  commercially
         reasonable efforts to cause said claim or claims to be approved and all
         payments and other distributions in respect thereof to be made directly
         to the Lender (for the benefit of the Senior  Interest  Holders)  until
         the Senior  Interests shall have been paid and performed in full and in
         cash; and (iii) Holder hereby  irrevocably  agrees that Lender,  in the
         name of Holder or  otherwise,  demand,  sue for,  collect,  receive and
         receipt for any and all such payments or distributions, and file, prove
         and vote or consent in any such Bankruptcy  Proceedings with respect to
         any and all claims of Holder  relating to this Term Note,  in each case
         until the Senior  Interests  shall have been paid and performed in full
         and in cash;

                  (c) In the event that  Holder  receives  any  payment or other
         distribution  of any kind or  character  from the  Company  or from any
         other source  whatsoever,  in respect of this Term Note,  other than as
         expressly  permitted  by the terms of this Term Note,  such  payment or
         other  distribution  shall be received in trust for the Senior Interest
         Holders  and shall be turned  over by  Holder  to the  Lender  (for the
         benefit of the Senior Interest Holders) forthwith. Holder will mark its
         books and  records  so as clearly  to  indicate  that this Term Note is
         subordinated  in  accordance  with the terms  hereof.  All payments and
         distributions  received by the Lender in respect of this Term Note,  to
         the extent  received in or converted  into cash,  may be applied by the
         Lender (for the benefit of the Senior  Interest  Holders)  first to the
         payment of any and all expenses (including  reasonable  attorneys' fees
         and legal expenses) paid or incurred by the Senior Interest  Holders in
         enforcing these Subordination  Provisions, or in endeavoring to collect
         or realize upon this Term Note, and any balance  thereof shall,  solely
         as between  Originator and the Senior Interest  Holders,  be applied by
         the Lender (in the order of application  set forth in SECTION 1.4(d) of
         the Loan and  Servicing  Agreement)  toward  the  payment of the Senior
         Interests;  but as  between  the  Company  and its  creditors,  no such
         payments or  distributions  of any kind or character shall be deemed to
         be payments or distributions in respect of the Senior Interests;

                  (d) Notwithstanding any payments or distributions  received by
         the Senior  Interest  Holders  in respect of this Term Note,  while any
         Bankruptcy  Proceedings  are pending  Holder shall not be subrogated to
         the then existing rights of the Senior  Interest  Holders in respect of
         the  Senior  Interests  until the Senior  Interests  have been paid and
         performed  in  full  and in  cash.  If no  Bankruptcy  Proceedings  are
         pending,  Holder  shall only be entitled to  exercise  any  subrogation
         rights that it may acquire (by reason of a payment or  distribution  to
         the Senior Interest Holders in respect of this Term Note) to the extent
         that any payment  arising out of the  exercise of such rights  would be
         permitted  under  CLAUSE (n) of  EXHIBIT  IV to the Loan and  Servicing
         Agreement;
                                        4

<PAGE>

                  (e) These Subordination Provisions are intended solely for the
         purpose of defining the relative rights of Holder, on the one hand, and
         the Senior  Interest  Holders on the other hand.  Nothing  contained in
         these  Subordination  Provisions  or  elsewhere  in this  Term  Note is
         intended to or shall  impair,  as between the  Company,  its  creditors
         (other than the Senior  Interest  Holders)  and Holder,  the  Company's
         obligation,  which is  unconditional  and  absolute,  to pay Holder the
         principal  of and interest on this Term Note as and when the same shall
         become due and payable in accordance with the terms hereof or to affect
         the relative  rights of Holder and creditors of the Company (other than
         the Senior Interest Holders);

                  (f) Holder  shall not,  until the Senior  Interests  have been
         paid and  performed in full and in cash,  (i) cancel,  waive,  forgive,
         transfer  or  assign,  or  commence  legal  proceedings  to  enforce or
         collect,  or subordinate  to any  obligation of the Company,  howsoever
         created, arising or evidenced,  whether direct or indirect, absolute or
         contingent,  or now or  hereafter  existing,  or due or to become  due,
         other  than the  Senior  Interests,  this  Term  Note or any  rights in
         respect  hereof or (ii) convert this Term Note into an equity  interest
         in the Company,  unless  Holder shall have  received the prior  written
         consent of the Lender in each case;

                  (g) Holder shall not,  without the advance  written consent of
         the Lender, commence, or join with any other Person in commencing,  any
         Bankruptcy  Proceedings  with respect to the Company until at least one
         year and one day shall have  passed  since the Senior  Interests  shall
         have been paid and performed in full and in cash;

                  (h) If, at any time,  any payment (in whole or in part) of any
         Senior  Interest  is  rescinded  or must be  restored  or returned by a
         Senior   Interest   Holder   (whether  in  connection  with  Bankruptcy
         Proceedings  or  otherwise),   these  Subordination   Provisions  shall
         continue to be effective or shall be reinstated, as the case may be, as
         though such payment had not been made;

                  (i) Each of the  Senior  Interest  Holders  may,  from time to
         time, at its sole  discretion,  without  notice to Holder,  and without
         waiving any of its rights under these  Subordination  Provisions,  take
         any or all of the following  actions:  (i) retain or obtain an interest
         in any property to secure any of the Senior  Interests;  (ii) retain or
         obtain the primary or  secondary  obligations  of any other  obligor or
         obligors with respect to any of the Senior  Interests;  (iii) extend or
         renew for one or more periods  (whether or not longer than the original
         period),  alter or exchange any of the Senior Interests,  or release or
         compromise  any  obligation  of any nature  with  respect to any of the
         Senior  Interests;  (iv)  amend,  supplement,  amend  and  restate,  or
         otherwise modify any Transaction Document; and (v) release its security
         interest  in, or  surrender,  release  or permit  any  substitution  or
         exchange for all or any part of any rights or property  securing any of
         the  Senior  Interests,  or  extend  or renew  for one or more  periods
         (whether  or  not  longer  than  the  original  period),   or  release,
         compromise,  alter or  exchange  any  obligations  of any nature of any
         obligor with respect to any such rights or property;

                                        5

<PAGE>

                  (j) Holder  hereby  waives:  (i) notice of acceptance of these
         Subordination  Provisions by any of the Senior Interest  Holders;  (ii)
         notice of the existence,  creation,  non-payment or  non-performance of
         all  or any of  the  Senior  Interests;  and  (iii)  all  diligence  in
         enforcement,  collection or protection  of, or  realization  upon,  the
         Senior Interests, or any thereof, or any security therefor;

                  (k) Each of the  Senior  Interest  Holders  may,  from time to
         time,  on the  terms and  subject  to the  conditions  set forth in the
         Transaction  Documents  to which such  Persons  are party,  but without
         notice  to  Holder,  assign  or  transfer  any or  all  of  the  Senior
         Interests,  or any  interest  therein;  and,  notwithstanding  any such
         assignment  or  transfer  or  any  subsequent  assignment  or  transfer
         thereof, such Senior Interests shall be and remain Senior Interests for
         the purposes of these Subordination Provisions, and every immediate and
         successive  assignee or transferee of any of the Senior Interests or of
         any interest of such  assignee or  transferee  in the Senior  Interests
         shall be entitled to the benefits of these Subordination  Provisions to
         the same extent as if such assignee or transferee  were the assignor or
         transferor; and

                  (l) These  Subordination  Provisions  constitute  a continuing
         offer from the holder of this Term Note to all  Persons  who become the
         holders  of,  or who  continue  to hold,  Senior  Interests;  and these
         Subordination  Provisions  are  made  for  the  benefit  of the  Senior
         Interest Holders, and the Lender may proceed to enforce such provisions
         on behalf of each of such Persons.

    10.  GENERAL.  No failure or delay on the part of Originator in exercising
any power or right hereunder  shall operate as a waiver  thereof,  nor shall any
single or  partial  exercise  of any such power or right  preclude  any other or
further  exercise  thereof  or the  exercise  of any other  power or  right.  No
amendment,  modification or waiver of, or consent with respect to, any provision
of this Term Note shall in any event be  effective  unless (i) the same shall be
in writing  and  signed and  delivered  by the  Company  and Holder and (ii) all
consents  required for such actions under the  Transaction  Documents shall have
been received by the appropriate Persons.

    11.  MAXIMUM  INTEREST.  Notwithstanding  anything in this Term Note to the
contrary,  the Company  shall never be required to pay unearned  interest on any
amount outstanding  hereunder and shall never be required to pay interest on the
principal  amount  outstanding  hereunder  at a rate in  excess  of the  maximum
nonusurious  interest rate that may be contracted for, charged or received under
applicable  federal  or state law (such  maximum  rate being  herein  called the
"HIGHEST LAWFUL RATE").  If the effective rate of interest which would otherwise
by payable under this Term Note would exceed the Highest  Lawful Rate, or if the
holder of this Term Note shall  receive any unearned  interest or shall  receive
monies that are deemed to constitute interest which would increase the effective
rate of interest payable by the Company under this Term Note to a rate in excess
of the  Highest  Lawful  Rate,  then (i) the  amount  of  interest  which  would
otherwise by payable by the Company under this Term Note shall be reduced to the
amount  allowed by  applicable  law, and (ii) any unearned  interest paid by the
Company or any interest paid by the Company in excess of the Highest Lawful Rate
shall be refunded to the Company. Without limitation of the foregoing, all

                                        6
<PAGE>

calculations  of the rate of  interest  contracted  for,  charged or received by
Originator  under this Term Note that are made for the  purpose  of  determining
whether such rate exceeds the Highest Lawful Rate applicable to Originator (such
Highest Lawful Rate being herein called the  "ORIGINATOR'S  MAXIMUM  PERMISSIBLE
RATE")  shall be made,  to the  extent  permitted  by usury laws  applicable  to
Originator (now or hereafter enacted), by amortizing, prorating and spreading in
equal  parts  during  the  actual  period  during  which  any  amount  has  been
outstanding  hereunder  all  interest  at any time  contracted  for,  charged or
received by Originator in connection  herewith.  If at any time and from time to
time (i) the  amount of  interest  payable  to  Originator  on any date shall be
computed at Originator's  Maximum Permissible Rate pursuant to the provisions of
the  foregoing  sentence  and  (ii)  in  respect  of  any  subsequent   interest
computation  period the amount of interest otherwise payable to Originator would
be  less  than  the  amount  of  interest  payable  to  Originator  computed  at
Originator's  Maximum  Permissible  Rate, then the amount of interest payable to
Originator  in respect of such  subsequent  interest  computation  period  shall
continue to be computed at Originator's Maximum Permissible Rate until the total
amount of  interest  payable  to  Originator  shall  equal  the total  amount of
interest  which would have been  payable to  Originator  if the total  amount of
interest  had been  computed  without  giving  effect to the  provisions  of the
foregoing sentence.

    12.  NO NEGOTIATION.  This Term Note is not negotiable.

    13.  GOVERNING  LAW.  THIS TERM NOTE SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER  AND  GOVERNED  BY THE LAWS OF THE  STATE OF  INDIANA  WITHOUT  REGARD  TO
CONFLICT OF LAWS PRINCIPLES.

    14.  CAPTIONS.  Paragraph  captions  used in this  Term  Note  are for
convenience  only and shall not affect  the  meaning  or  interpretation  of any
provision of this Term Note.

                            [Signature page follows)



                                        7

<PAGE>


                                            AFC AIM CORPORATION



                                            By:        /S/ CURTIS L. PHILLIPS
                                               ---------------------------------
                                            Name:      CURTIS L. PHILLIPS
                                                 -------------------------------
                                            Title:     EVP CFO, TREAS
                                                  ------------------------------







                                S-1                                 Company Note