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                                                                  EXHIBIT 10.10


(Multicurrency-Cross Border)

                                    ISDA(R)
                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                MASTER AGREEMENT
                           dated as of March 30, 1999

BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION           and            NICHOLAS FINANCIAL, INC.

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)     GENERAL CONDITIONS.

         (i)      Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

         (ii)     Payments under this Agreement will be made on the due date
         for value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere to this
         Agreement.

         (iii)    Each obligation of each party under Section 2(a)(i) is
         subject to (1) the condition precedent that no Event of Default or
         Potential Event of Default with respect to the other party has
         occurred and is continuing, (2) the condition precedent that no Early
         Termination Date in respect of the relevant Transaction has occurred
         or been effectively designated and (3) each other applicable condition
         precedent specified in this Agreement.


       Copyright (C)1992 by International Swap Dealers Association, Inc.

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(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable: --

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the
other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i)      GROSS-UP. All payments under this Agreement will be made
         without any deduction or withholding for or on account of any Tax
         unless such deduction or withholding is required by any applicable
         law, as modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will: --

                  (1)      promptly notify the other party ("Y") of such
                  requirement;

                  (2)      pay to the relevant authorities the full amount
                  required to be deducted or withheld (including the full
                  amount required to be deducted or withheld from any
                  additional amount paid by X to Y under this Section 2(d))
                  promptly upon the earlier of determining that such deduction
                  or withholding is required or receiving notice that such
                  amount has been assessed against Y;

                  (3)      promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably acceptable
                  to Y, evidencing such payment to such authorities; and

                  (4)      if such Tax is to Indemnifiable Tax, pay to Y, in
                  addition to the payment to which Y is otherwise entitled
                  under this Agreement, such additional amount as is necessary
                  to ensure that the net amount actually received by Y (free
                  and clear of Indemnifiable Taxes, whether assessed against X
                  or Y) will equal the full amount Y would have received had no
                  such deduction or withholding been required. However, X will
                  not be required to pay any additional amount to Y to the
                  extent that it would not be required to be paid but for: --

                           (A)      the failure by Y to comply with or perform
                           any agreement contained in Section 4(a)(i),
                           4(a)(iii) or 4(d); or

                           (B)      the failure of a representation made by Y
                           pursuant to Section 3(f) to be accurate and true
                           unless such failure would not have occurred but for
                           (I) any action taken by a taxing authority, or
                           brought in a court of competent jurisdiction, on or
                           after the date on which a Transaction is entered
                           into (regardless of whether such action is taken or
                           brought with respect to a party to this Agreement)
                           or (II) a Change in Tax Law.


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         (ii)     LIABILITY. If: --

                  (1)      X is required by any applicable law, as modified by
                  the practice of any relevant governmental revenue authority,
                  to make any deduction or withholding in respect of which X
                  would not be required to pay an additional amount to Y under
                  Section 2(d)(i)(4);

                  (2)      X does not so deduct or withhold; and

                  (3)      a liability resulting from such Tax is assessed
                  directly against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c), be required
to pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in
the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that: --

(a)      BASIC REPRESENTATIONS.

         (i)      STATUS. It is duly organized and validly existing under the
         laws of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)     POWERS. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it
         has under any Credit Support Document to which it is a party and has
         taken all necessary action to authorise such execution, delivery and
         performance;

         (iii)    NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment
         of any court or other agency of government applicable to it or any of
         its assets or any contractual restriction binding on or affecting it
         or any of its assets;

         (iv)     CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

         (v)      OBLIGATIONS BINDING. Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganisation, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general application (regardless of whether
         enforcement is sought in a proceeding in equity or at law)).


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(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(c) is accurate
and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party: --

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs: --

         (i)      any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii)     any other documents specified in the Schedule or any
         Confirmation; and

         (iii)    upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long
         as the completion, execution or submission of such form or document
         would not materially prejudice the legal or commercial position of the
         party in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such
         other party and to be executed and to be delivered with any reasonably
         required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,


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organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this Agreement
is located ("Stamp Tax Jurisdiction") and will indemnify the other party
against any Stamp Tax levied or imposed upon the other party or in respect of
the other party's execution or performance of this Agreement by any such Stamp
Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party: --

         (i)      FAILURE TO PAY OR DELIVER. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section
         2(a)(i) or 2(e) required to be made by it if such failure is not
         remedied on or before the third Local Business Day after notice of
         such failure is given to the party;

         (ii)     BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)    CREDIT SUPPORT DEFAULT.

                  (1)      Failure by the party or any Credit Support Provider
                  of such party to comply with or perform any agreement or
                  obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure
                  is continuing after any applicable grace period has elapsed;

                  (2)      the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance with
                  its terms) prior to the satisfaction of all obligations of
                  such party under each Transaction to which such Credit
                  Support Document relates without the written consent of the
                  other party; or

                  (3)      the party or such Credit Support Provider
                  disaffirms, disclaims, repudiates or rejects, in whole or in
                  part, or challenges the validity of, such Credit Support
                  Document;

         (iv)     MISREPRESENTATION. A representation (other than a
         representation under Section 3(e) or (f)) made or repeated or deemed
         to have been made or repeated by the party or any Credit Support
         Provider of such party in this Agreement or any Credit Support
         Document proves to have been incorrect or misleading in any material
         respect when made or repeated or deemed to have been made or repeated;

         (v)      DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after
         giving effect to any applicable notice requirement or grace period,
         there occurs a liquidation of, an acceleration of obligations under,
         or an early termination of, that Specified Transaction, (2) defaults,
         after giving effect to any applicable notice requirement or grace
         period, in making any payment or delivery due on the last payment,
         delivery or exchange date of, or any payment on early termination of,
         a Specified Transaction (or such default continues for at least three
         Local Business Days if there is no applicable notice requirement or
         grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
         whole or in part, a Specified Transaction (or such action is taken by
         any person or entity appointed or empowered to operate it or act on
         its behalf);

         (vi)     CROSS DEFAULT. If "Cross Default" is specified in the
         Schedule as applying to the party, the occurrence or existence of (1)
         a default, event of default or other similar condition or event
         (however


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         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness
         of any of them (individually or collectively) in an aggregate amount
         of not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof
         in an aggregate amount of not less than the applicable Threshold
         Amount under such agreements or instruments (after giving effect to
         any applicable notice requirement or grace period);

         (vii)    BANKRUPTCY. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party: --

                  (1)      is dissolved (other than pursuant to a
                  consolidation, amalgamation or merger); (2) becomes insolvent
                  or is unable to pay its debts or fails or admits in writing
                  its inability generally to pay its debts as they become due;
                  (3) makes a general assignment, arrangement or composition
                  with or for the benefit of its creditors; (4) institutes or
                  has instituted against it a proceeding seeking a judgment of
                  insolvency or bankruptcy or any other relief under any
                  bankruptcy or insolvency law or other similar law affecting
                  creditors' rights, or a petition is presented for its
                  winding-up or liquidation, and, in the case of any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or, petition (A) results in a judgment of
                  insolvency or bankruptcy or the entry of an order for relief
                  or the making of an order for its winding-up or liquidation
                  or (B) is not dismissed, discharged, stayed or restrained in
                  each case within 30 days of the institution or presentation
                  thereof; (5) has a resolution passed for its winding-up,
                  official management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or
                  other similar official for it or for all or substantially all
                  its assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8)
                  causes or is subject to any event with respect to it which,
                  under the applicable laws of any jurisdiction, has an
                  analogous effect to any of the events specified in clauses
                  (1) to (7) (inclusive); or (9) takes any action in
                  furtherance of, or indicating its consent to, approval of, or
                  acquiescence in, any of the foregoing acts; or

         (viii)   MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges
         with or into, or transfers all or substantially all its assets to,
         another entity and at the time of such consolidation, amalgamation,
         merger or transfer: --

                  (1)      the resulting, surviving or transferee entity fails
                  to assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2)      the benefits of any Credit Support. Document fail to
                  extend (without the consent of the other party) to the
                  performance by such resulting, surviving. or transferee
                  entity of its obligations under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event


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Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --

         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent
         jurisdiction of any applicable law after such date, it becomes
         unlawful (other than as a result of a breach by the party of Section
         4(b)) for such party (which will be the Affected Party): --

                  (1)      to perform any absolute or contingent obligation to
                  make a payment or delivery or to receive a payment or
                  delivery in respect of such Transaction or to comply with any
                  other material provision of this Agreement relating to such
                  Transaction; or

                  (2)      to perform, or for any Credit Support Provider of
                  such party to perform, any contingent or other obligation
                  which the party (or such Credit Support Provider) has under
                  any Credit Support Document relating to such Transaction;

         (ii)     TAX EVENT. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (1) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section
         2(d)(i)(4)(A) or (B));

         (iii)    TAX EVENT UPON MERGER. The party (the "Burdened Party") on
         the next succeeding Scheduled Payment Date will either (1) be required
         to pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax
         in respect of which the other party is not required to pay an
         additional amount (other than by reason of Section 2(d)(i)(4)(A) or
         (B)), in either case as a result of a party consolidating or
         amalgamating with, or merging with or into, or transferring all or
         substantially all its assets to, another entity (which will be the
         Affected Party) where such action does not constitute an event
         described in Section 5(a)(viii);

         (iv)     CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v)      ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party
         or Affected Parties shall be as specified for such Additional
         Termination Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


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6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)      NOTICE. If a Termination Event occurs, an Affected Party
         will, promptly upon becoming aware of it, notify the other party,
         specifying the nature of that Termination Event and each Affected
         Transaction and will also give such other information about that
         Termination Event as the other party may reasonably require.

         (ii)     TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality
         under Section 5(b)(i)(1) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition
         to its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such
         party to incur a loss, excluding immaterial, incidental expenses) to
         transfer within 20 days after it gives notice under Section 6(b)(i)
         all its rights and obligations under this Agreement in respect of the
         Affected Transactions to another of its Offices or Affiliates so that
         such Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)    TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within
         30 days after notice thereof is given under Section 6(b)(i) on action
         to avoid that Termination Event.

         (iv)     RIGHT TO TERMINATE. If: --

                  (1)      a transfer under Section 6(b)(ii) or an agreement
                  under Section 6(b)(iii), as the case may be, has not been
                  effected with respect to all Affected Transactions within 30
                  days after an Affected Party gives notice under Section
                  6(b)(i); or

                  (2)      an Illegality under Section 5(b)(i)(2), a Credit
                  Event Upon Merger or an Additional Termination Event occurs,
                  or a Tax Event Upon Merger occurs and the Burdened Party is
                  not the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event. Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then


                                       8
<PAGE>
         continuing, designate a day not earlier than the day such notice is
         effective as an Early Termination Date in respect of all Affected
         Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)      If notice designating an Early Termination Date is given
         under Section 6(a) or (b), the Early Termination Date will occur on
         the date so designated, whether or not the relevant Event of Default
         or Termination Event is then continuing.

         (ii)     Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and
         will provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is
         to be paid. In the absence of written confirmation from the source of
         a quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default and on the day which is two Local Business Days after
         the day on which notice of the amount payable is effective (in the
         case of an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as
         well as after judgment) in the Termination Currency, from (and
         including) the relevant Early Termination Date to (but excluding) the
         date such amount is paid, at the Applicable Rate. Such interest will
         be calculated on the basis of daily compounding and the actual number
         of days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any
Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination Date results from
         an Event of Default: --

                  (1)      FIRST METHOD AND MARKET QUOTATION. If the First
                  Method and Market Quotation apply, the Defaulting Party will
                  pay to the Non-defaulting Party the excess, if a positive
                  number, of (A) the sum of the Settlement Amount (determined
                  by the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing
                  to the Defaulting Party.

                  (2)      FIRST METHOD AND LOSS. If the First Method and Loss
                  apply, the Defaulting Party will pay to the Non-defaulting
                  Party, if a positive number, the Non-defaulting Party's Loss
                  in respect of this Agreement.

                  (3)      SECOND METHOD AND MARKET QUOTATION. If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by


                                       9
<PAGE>
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing
                  to the Defaulting Party. If that amount is a positive number,
                  the Defaulting Party will pay it to the Non-defaulting Party;
                  if it is a negative number, the Non-defaulting Party will pay
                  the absolute value of that amount to the Defaulting Party.

                  (4)      SECOND METHOD AND LOSS. If the Second Method and
                  Loss apply, an amount will be payable equal to the
                  Non-defaulting Party's Loss in respect of this Agreement. If
                  that amount is a positive number, the Defaulting Party will
                  pay it to the Non-defaulting Party; if it is a negative
                  number, the Non-defaulting Party will pay the absolute value
                  of that amount to the Defaulting Party.

         (ii)     TERMINATION EVENTS. If the Early Termination Date results
         from a Termination Event: --

                  (1)      ONE AFFECTED PARTY. If there is one Affected Party,
                  the amount payable will be determined in accordance with
                  Section 6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2)      TWO AFFECTED PARTIES. If there are two Affected
                  Parties: --

                           (A)      if Market Quotation applies, each party
                           will determine a Settlement Amount in respect of the
                           Terminated Transactions and an amount will be
                           payable equal to (1) the sum of (a) one-half of the
                           difference between the Settlement Amount of the
                           party with the higher Settlement Amount ("X") and
                           the Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency Equivalent of the Unpaid Amounts owing to X
                           less (ii) the Termination Currency Equivalent of the
                           Unpaid Amounts owing to Y; and

                           (B)      if Loss applies, each party will determine
                           its Loss in respect of this Agreement (or, if fewer
                           than all the Transactions are being terminated, in
                           respect of all Terminated Transactions) and an
                           amount will be payable equal to one-half of the
                           difference between the Loss of the party with the
                           higher Loss ("X") and the Loss of the party with the
                           lower Loss ("Y").

                           If the amount payable is a positive number, Y will
                           pay it to X; if it is a negative number, X will pay
                           the absolute value of that amount to Y.

         (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted
         by law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)     PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.


                                      10
<PAGE>
7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement not any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered into
the Contractual Currency, of the full amount in the Contractual Currency of all
amounts payable in respect of this Agreement. If for any reason the amount in
the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required
to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is
rendered (i) for the payment of any amount owing in respect of this Agreement,
(ii) for the payment of any amount relating to any early termination in respect
of this Agreement or (iii) in respect of a judgment or order of another court
for the payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such
party. The term "rate of exchange" includes, without limitation, any premiums
and costs of exchange payable in connection with the purchase of or conversion
into the Contractual Currency.

(c)      SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)      EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.


                                      11
<PAGE>
9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by
an exchange of telexes or electronic messages on an electronic messaging
system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i)      This Agreement (and each amendment, modification and waiver
         in respect of it) may be executed and delivered in counterparts
         (including by facsimile transmission), each of which will be deemed an
         original.

         (ii)     The parties intend that they are legally bound by the terms
         of each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be deemed
to be repeated by such party on each date on which a Transaction is entered
into.

(b)      Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction without the
prior written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document


                                      12
<PAGE>
to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated: --

         (i)      if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
         received;

         (iii)    if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report
         generated by the sender's facsimile machine);

         (iv)     if sent by certified or registered mail (airmail, if
         overseas) or the equivalent (return receipt requested), on the date
         that mail is delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details
at which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably: --

         (i)      submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan
         in New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii)     waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any


                                      13
<PAGE>
reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

As used in this Agreement: --

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATES" means: --

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified
as such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.


                                      14
<PAGE>
"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organized, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority)
and "LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating, liquidating,
obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them). Loss includes losses and costs (or gains) in
respect of any payment or delivery required to have been made (assuming
satisfaction of each applicable condition precedent) on or before the relevant
Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party's legal fees and out-of-pocket expenses referred to under Section 11. A
party will determine its Loss as of the relevant Early Termination Date, or, if
that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by
reference to quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition
precedent) by the parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but for the
occurrence of the relevant Early Termination Date, have


                                      15
<PAGE>
been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as
of the same day and time (without regard to different time zones) on or as soon
as reasonably practicable after the relevant Early Termination Date. The day
and time as of which those quotations are to be obtained will be selected in
good faith by the party obliged to make a determination under Section 6(e),
and, if each party is so obliged, after consultation with the other. If more
than three quotations are provided, the Market Quotation will be the arithmetic
mean of the quotations, without regard to the quotations having the highest and
lowest values. If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and
lowest quotations. For this purpose, if more than one quotation has the same
highest value or lowest value, then one of such quotations shall be
disregarded. If fewer than three quotations are provided, it will be deemed
that the Market Quotation in respect of such Terminated Transaction or group of
Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organized, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of: --

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.


                                      16
<PAGE>
"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of
such party or any applicable Specified Entity of such party) and the other
party to this Agreement (or any Credit Support Provider of such other party or
any applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto) that
is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation or
similar tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EVENT" means, in respect of any amount denominated in the
Termination Currency, such Termination Currency amount and, in respect of any
amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount of the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a
rate for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under
Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market


                                      17
<PAGE>
value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

BANK OF AMERICA NATIONAL TRUST                  NICHOLAS FINANCIAL, INC.
AND SAVINGS ASSOCIATION


By: /s/ R. Vaughan Dodd                         By: /s/ Peter L. Vosotas
   ----------------------------------              ----------------------------
   Name: R Vaughan Dodd                             Name: Peter L. Vosotas
   Title: Senior Vice President                     Title: President
   Date: Jul 13 1999                                Date: May 11, 1999


                                      18
<PAGE>
(MULTICURRENCY-CROSS BORDER)


                                    ISDA(R)
                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                           dated as of March 30, 1999


between        BANK OF AMERICA                and      NICHOLAS FINANCIAL, INC.
               NATIONAL TRUST AND
               SAVINGS ASSOCIATION

                  ("Party A")                                ("Party B")


                         PART 1: TERMINATION PROVISIONS

(a)      "CREDIT AGREEMENT" means the Loan and Security Agreement made and
         entered into as of March 31, 1993 between BA Business Credit, Inc. and
         Nicholas Financial, Inc., as amended by the Loan Modification
         Agreement dated January 14, 1994, the Temporary Line Increase
         Agreement dated March 28, 1994, the Second Loan Modification Agreement
         effective as of June 3, 1994, the Amendment No. 3 to Loan Agreement
         effective as of July 5, 1994, the Amendment No. 4 to Loan Agreement
         effective as of March 31, 1995, the Amendment No. 5 to Loan Agreement
         and Security Agreement effective as of July 31, 1995, the Amendment
         No. 6 to Loan Agreement and Security Agreement and Amendment No. 3 to
         Secured Promissory Note effective as of May 13, 1996, the Amendment
         No. 7 to Loan Agreement and Security Agreement effective as of July 1,
         1997, the Amendment No. 8 to Loan and Security Agreement effective as
         of September 18, 1998, and the Amendment No. 9 to Loan and Security
         Agreement effective as of November 25, 1998, as may be further
         amended, modified, restated or replaced from time to time.

(b)      "SPECIFIED ENTITY" means in relation to Party A for the purpose of: -

         Section  5(a)(v) (Default under Specified Transaction), none;

         Section  5(a)(vi) (Cross Default), none;

         Section  5(a)(vii) (Bankruptcy), none; and

         Section  5(b)(iv) (Credit Event Upon Merger), none;


                                       1
<PAGE>
         in relation to Party B for the purpose of: -

         Section 5(a)(v) (Default under Specified Transaction) any Affiliate of
         Party B;

         Section 5(a)(vi) (Cross Default), any Affiliate of Party B;

         Section 5(a)(vii) (Bankruptcy), any Affiliate of Party B; and

         Section 5(b)(iv) (Credit Event Upon Merger), any Affiliate of Party B.

(c)      "SPECIFIED TRANSACTION" will have the meaning specified in Section 14.

(d)      The "CROSS-DEFAULT" provisions of Section 5(a)(vi) (as amended in Part
         5(g))

                  will apply to Party A and
                  will apply to Party B and each Specified Entity of Party B.

         In connection therewith, "SPECIFIED INDEBTEDNESS" will not have the
         meaning specified in Section 14, and such definition shall be replaced
         by the following: "any obligation in respect of the payment of moneys
         (whether present or future, contingent or otherwise, as principal or
         surety or otherwise), except that such term shall not include
         obligations in respect of deposits received in the ordinary course of
         a party's banking business."

         "THRESHOLD AMOUNT" means with respect to Party A an amount equal to
         three percent (3%) of Party A's Shareholders' Equity and with respect
         to Party B, any amount.

         With respect to Party B, any default (howsoever defined) under the
         Credit Agreement shall be an Event of Default under this Agreement.

         "SHAREHOLDERS' EQUITY" means with respect to an entity, at any time,
         the sum (as shown in the most recent annual audited financial
         statements of such entity) of (i) its capital stock (including
         preferred stock) outstanding, taken at par value, (ii) its capital
         surplus and (iii) its retained earnings, minus (iv) treasury stock,
         each to be determined in accordance with generally accepted accounting
         principles.

(e)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)

                  will apply to Party A will apply to Party B and each
                  Specified Entity of Party B.

(f)      The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a)
                  will not apply to Party A will not apply to Party B.

(g)      PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e):

         (i)      Loss will apply.

         (ii)     The Second Method will apply.

(h)      "TERMINATION CURRENCY" means United States Dollars.


                                       2
<PAGE>
(i)      "ADDITIONAL TERMINATION EVENT." Additional Termination Event will
         apply. The following event shall constitute an Additional Termination
         Event, with respect to Party B as the Affected Party:-

                  if Party A ceases to be a party to the Credit Agreement.

                          PART 2: TAX REPRESENTATIONS

(a)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
         Agreement, Party A and Party B will make the following representation:-

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
         party under this Agreement. In making this representation, it may rely
         on (x) the accuracy of any representations made by the other party
         pursuant to Section 3(f) of this Agreement, (y) the satisfaction of
         the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
         Agreement and the accuracy and effectiveness of any document provided
         by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
         Agreement and (z) the satisfaction of the agreement of the other party
         contained in Section 4(d) of this Agreement, provided that it shall
         not be a breach of this representation where reliance is placed on
         clause (y) and the other party does not deliver a form or document
         under Section 4(a)(iii) by reason of material prejudice to its legal
         or commercial position.

(b)      PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
         Agreement, Party A and Party B will make the following representations
         specified below, if any: -

         (i)      The following representations will apply to Party A:

                  Party A is a national banking association created or
                  organized under the laws of the United States of America and
                  the federal taxpayer identification number is 57-0236115.

         (ii)     The following representations will apply to Party B:

                  Party B is a corporation created or organized under the laws
                  of the State of Florida and the federal taxpayer
                  identification number is 87-363354.

                     PART 3: AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents:

(a)      Tax forms, documents or certificates to be delivered are:


                                       3
<PAGE>
<TABLE>
<CAPTION>
PARTY REQUIRED TO
DELIVER DOCUMENT         FORM/DOCUMENT/CERTIFICATE            DATE BY WHICH TO BE DELIVERED

<S>                      <C>                                  <C>
Party A and Party B      Any form, document or certificate    Upon request
                         as may be requested pursuant to
                         Section 4(a)(iii) of this
                         Agreement.
</TABLE>

(b)      Other documents to be delivered are: -


<TABLE>
<CAPTION>
PARTY REQUIRED TO                                                   DATE BY WHICH TO     COVERED BY SECTION
DELIVER DOCUMENT      FORM/DOCUMENT/CERTIFICATE                     BE DELIVERED         3(D) REPRESENTATION

<S>                   <C>                                           <C>                  <C>
Party A and Party B   Certified copies of all corporate and         Upon execution       Yes
                      authorizations and any other documents        and delivery of
                      with respect to the execution, delivery       this Agreement
                      and performance of this Agreement
                      and any Credit Support Document

Party A and Party B   Certificate of authority and specimen         Upon execution and   Yes
                      signatures of individuals executing           of this Agreement
                      this delivery any Credit Support              and thereafter
                      Document Agreement and Confirmations          upon request of
                                                                    the other party
</TABLE>

                             PART 4: MISCELLANEOUS

(a)      ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
         Agreement: -

         Bank of America National Trust and Savings Association
         26 Elmfield Road
         Bromley
         Kent, United Kingdom
         BRl 1WA
         Attention: Global Derivative Operations
         Telex No.: 249839     Answerback: OPRST UR
                        U.S.A. Toll Free Number      U.K. Local Number
         Facsimile No.: 1 (888) 624-0166             0181-313-2694

         Telephone No.:  1 (888) 624-0164   0181-313-2659

         Electronic Messaging System Details:  Not Applicable


                                       4
<PAGE>
         Address for notice or communications to Party B:

         Nicholas Financial, Inc.
         2454 McMullen Booth Rd.
         Building C - Suite 501
         Clearwater, FL 34619
         Attention:  Mr. Ralph Finkenbrink, VP of Finance
         Telephone No.:  727-726-0763
         Facsimile No.:  727-797-3761

(b)      PROCESS AGENT. For the purpose of Section 13(c):

         Party A appoints as its Process Agent: Not applicable.

         Party B appoints as its Process Agent: Not applicable.

(c)      OFFICES.  The provisions of Section 10(a) will apply to this Agreement.

(d)      MULTIBRANCH PARTY. For the purpose of Section 10 of this Agreement:-

         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party.

(e)      CALCULATION AGENT. The Calculation Agent is Party A.

(f)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document: -

         In relation to Party B, the Credit Agreement, and each Guaranty, as
         defined in the Credit Agreement.

(g)      CREDIT SUPPORT PROVIDER.

         Credit Support Provider means in relation to Party A: Not applicable.

         Credit Support Provider means in relation to Party B: Guarantor, as
         defined in the Credit Agreement.

(h)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws of the State of New York (without reference
         to its conflict of laws doctrine).

(i)      NETTING OF PAYMENTS. All amounts payable on the same date, in the same
         currency and in respect of the same Transaction shall be netted in
         accordance with Section 2(c) of this Agreement. The election contained
         in the last paragraph of Section 2(c) of this Agreement shall not
         apply for the purposes of this Agreement.

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement.


                                       5
<PAGE>
                            PART 5: OTHER PROVISIONS

(a)      SET-OFF. Any amount (the "Early Termination Amount") payable to one
         party (the Payee) by the other party (the Payer) under Section 6(e),
         in circumstances where there is a Defaulting Party or one Affected
         Party in the case where a Termination Event under Section 5(b)(iv) or
         (v) has occurred, will, at the option of the party ("X") other than
         the Defaulting Party or the Affected Party (and without prior notice
         to the Defaulting Party or the Affected Party), be reduced by its
         set-off against any amount(s) (the "Other Agreement Amount") payable
         (whether at such time or in the future or upon the occurrence of a
         contingency) by the Payee to the Payer (irrespective of the currency,
         place of payment or booking office of the obligation) under any other
         agreement(s) between the Payee and the Payer or instrument(s) or
         undertaking(s) issued or executed by one party to, or in favor of, the
         other party (and the Other Agreement Amount will be discharged
         promptly and in all respects to the extent it is so set-off). X will
         give notice to the other party of any set-off effected under this Part
         5(a).

         For this purpose, either the Early Termination Amount or the Other
         Agreement Amount (or the relevant portion of such amounts) may be
         converted by X into the currency in which the other is denominated at
         the rate of exchange at which such party would be able, acting in a
         reasonable manner and in good faith, to purchase the relevant amount
         of such currency.

         If an obligation is unascertained, X may in good faith estimate that
         obligation and set-off in respect of the estimate, subject to the
         relevant party accounting to the other when the obligation is
         ascertained.

         Nothing in this Part 5(a) shall be effective to create a charge or
         other security interest. This Part 5(a) shall be without prejudice and
         in addition to any right of set-off, combination of accounts, lien or
         other right to which any party is at any time otherwise entitled
         (whether by operation of law, contract or otherwise).

(b)      DELIVERY OF CONFIRMATIONS. For each Transaction entered into
         hereunder, Party A shall promptly send to Party B a Confirmation via
         facsimile transmission. Party B agrees to respond to such Confirmation
         within two (2) Business Days, either confirming agreement thereto or
         requesting a correction of any error(s) contained therein. Failure by
         Party A to send a Confirmation or of Party B to respond within such
         period shall not affect the validity or enforceability of such
         Transaction. Absent manifest error, there shall be a presumption that
         the terms contained in such Confirmation are the terms of the
         Transaction.

(c)      BANKRUPTCY. Section 5(a)(vii)(3) of this Agreement is hereby amended
         by the substitution of the following therefor:

                  "(3) sends a notice convening a meeting to propose a
                  voluntary arrangement of creditors, or any class thereof, or
                  makes a general assignment, arrangement or composition with
                  or for the benefit of its creditors, or any class thereof;"

(d)      FURNISHING SPECIFIED INFORMATION. Section 4(a)(iii) is hereby amended
         by inserting "promptly upon the earlier of (i)" in lieu of the word
         "upon" at the beginning thereof and inserting "or (ii) such party
         learning that the form or document is required" before the word "any"
         on the first line thereof.


                                       6
<PAGE>
(e)      NOTICE BY FACSIMILE TRANSMISSION. Section 12(a) is hereby amended by
         inserting the words "2(b)," between the word "Section" and the number
         "5" and inserting the words "or 13(c)" between the number "6" and the
         word "may" in the second line thereof.

(f)      RECORDING OF CONVERSATIONS. Each party to this Agreement acknowledges
         and agrees to the tape recording of conversations between the parties
         to this Agreement whether by one or other or both of the parties or
         their agents, and that any such tape recordings may be submitted in
         evidence in any Proceedings relating to the Agreement.

(g)      CROSS DEFAULT. Section 5(a)(vi) of this Agreement is hereby amended
         adding the following after the semicolon at the end thereof:

                  "provided, however, that notwithstanding the foregoing (but
                  subject to any provision to the contrary contained in any
                  such agreement or instrument), an Event of Default shall not
                  occur under either (1) or (2) above if the default, event of
                  default or other similar condition or event referred to in
                  (1) or the failure to pay referred to in (2) is caused not
                  (even in part) by the unavailability of funds but is caused
                  solely due to a technical or administrative error which has
                  been remedied within three Business Days after notice of such
                  failure is given to the party."

(h)      Section 3(a) of this Agreement is amended by (i) deleting the word
         "and" at the end of clause (iv); (ii) deleting the period at the end
         of clause (v) and inserting therein "; and " ; and (iii) by inserting
         the following additional representation:

                  "(vi) ELIGIBLE SWAP PARTICIPANT. It is an `eligible swap
                  participant' as defined under the regulations of the
                  Commodity Futures Trading Commission, currently at 17 CFR
                  Section 35.1(b)(2)."

(i)      Section 3 is revised so as to add the following Section (g) at the end
         thereof:

                  "(g) RELATIONSHIP BETWEEN PARTIES. Each party represents to
                  the other party and will be deemed to represent to the other
                  party on the date on which it enters into a Transaction that
                  (absent a written agreement between the parties that
                  expressly imposes affirmative obligations to the contrary for
                  that Transaction):-

                  (i)      NON-RELIANCE. It is acting for its own account, and
                           it has made its own independent decisions to enter
                           into that Transaction and as to whether that
                           Transaction is appropriate or proper for it based
                           upon its own judgment and upon advice from such
                           advisors as it has deemed necessary. It is not
                           relying on any communication (written or oral) of
                           the other party as investment advice or as a
                           recommendation to enter into that Transaction; it
                           being understood that information and explanations
                           related to the terms and conditions of a Transaction
                           shall not be considered investment advice or a
                           recommendation to enter into that Transaction.
                           Further, such party has not received from the other
                           party any assurance or guarantee as to the expected
                           results of that Transaction.

                  (ii)     EVALUATION AND UNDERSTANDING. It is capable of
                           evaluating and understanding (on its own behalf or
                           through independent professional advice), and
                           understands


                                       7
<PAGE>
                           and accepts, the terms, conditions and risks of that
                           Transaction. It is also capable of assuming, and
                           assumes, the financial and other risks of that
                           Transaction.

                  (iii)    STATUS OF PARTIES. The other party is not acting as
                           an agent, fiduciary or advisor for it in respect of
                           that Transaction."

(j)      WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES
         ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
         PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
         TRANSACTION CONTEMPLATED HEREBY.

(k)      INCORPORATION BY REFERENCE OF TERMS OF CREDIT AGREEMENT. The
         covenants, terms and provisions of, including all representations and
         warranties of Party B contained in the Credit Agreement, as in effect
         as of the date of this Agreement, are hereby incorporated by reference
         in, and made part of, this Agreement to the same extent as if such
         covenants, terms, and provisions were set forth in full herein. Party
         B hereby agrees that, during the period commencing with the date of
         this Agreement through and including such date on which all of Party
         B's obligations under this Agreement are fully performed, Party B will
         (a) observe, perform, and fulfill each and every such covenant, term,
         and provision applicable to Party B, as such covenants, terms, and
         provisions, may be amended from time to time after the date of this
         Agreement with the consent of Party A and (b) deliver to Party A at
         the address for notices to Party A provided in Part 4 each notice,
         document, certificate or other writing as Party B is obligated to
         furnish to any other party to the Credit Agreement. In the event the
         Credit Agreement terminates or becomes no longer binding on Party B
         prior to the termination of this Agreement, such covenants, terms, and
         provisions (other than those requiring payments in respect of amounts
         owed under the Credit Agreement) will remain in force and effect for
         purposes of this Agreement as though set forth in full herein until
         the date on which all of Party B's obligations under this Agreement
         are fully performed, and this Agreement is terminated.


ACCEPTED AND AGREED:

BANK OF AMERICA NATIONAL TRUST              NICHOLAS FINANCIAL, INC.
AND SAVINGS ASSOCIATION


By: /s/ R. Vaughan Dodd                     By: /s/ Peter L. Vosotas
   -------------------------------              -------------------------------
   Name: R. Vaughan Dodd                        Name: Peter L. Vosotas
   Title: Senior Vice President                 Title: President


                                       8