EXHIBIT 10.82

         MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC. SECURITY AGREEMENT
                 (INVENTORY FINANCE AND BRIDGE LINE OF CREDIT)

This  Agreement is dated and entered  into as of the date listed  below  between
Manheim  Automotive  Financial  Services,  Inc.  ("Lender") and the  undersigned
borrower ("Borrower").
      
A.   WHEREAS,  Borrower wishes to purchase motor vehicles  ("Vehicle(s)") either
     through  various  automotive  auctions,  wholesale motor vehicle dealers or
     directly from motor vehicle dealers from time to time; and

B.   WHEREAS,  Borrower requests and Lender agrees to finance the acquisition of
     such  Vehicles for Borrower  under two types of financing  pursuant to this
     Agreement:

     (i)  regular inventory financing; and/or

     (ii) a bridge line of credit to facilitate  the purchase of a Vehicle to be
          repaid within seven (7) to twenty-one (21) days.

NOW,  THEREFORE,  in  consideration  of the mutual  covenants and agreements set
forth in this Agreement, the parties agree as follows:

1.   Definitions.
                  
     When used in this  Agreement,  the following terms shall have the following
     meanings (such  meanings to be equally  applicable to both the singular and
     plural forms of the terms defined):
             
     "Advance"  shall  mean any  amount  actually  disbursed  by Lender by cash,
     check, draft, or otherwise.

     "Advance/Fee  Schedule"  shall mean the  schedule to this  Agreement  which
     indicates: (i) the maximum amount of advance which may be outstanding under
     the  Inventory  Finance  Loan and Bridge  Line of Credit and (ii) amount of
     fees applicable to each Advance.

     "Agreement Date" shall mean the date on which this Agreement is executed.

     "Average Daily Outstanding Balance" shall mean the total of the outstanding
     balances of the Advances with respect to a Loan for all days in the Billing
     Period divided by the number of days in the Billing Period.

     "Billing Period" shall mean a calendar month or such other period announced
     by the Lender as the billing period for Advances under this Agreement

     "Borrower"  shall have the  meaning set forth in the  introduction  to this
     Agreement.

     "Bridge Line of Credit" shall have the meaning set forth in Section 2(b).

     "Business  Day"  shall  mean a day  other  than  Saturdays,  Sundays,  bank
     holidays or other days on which the principal  office of Lender is not open
     for business.

     "Collateral" shall have the meaning set forth in Section 5.

     "Environmental  Laws"  shall  mean  all  federal,  state  and  local  laws,
     regulations, codes, plans, orders, decrees, judgments, injunctions, notices
     or demand letters issued,  entered,  or promulgated,  approved or otherwise
     relating to pollution or protection of he environment.

     "Event of Default" shall mean any of the events  specified in Section 14 of
     this Agreement.

     "Guarantors"  shall mean those  Persons  who have  executed  and  delivered
     Guaranties.

     "Guaranties" shall mean the guaranties of payment and performance of all or
     some of Borrower's  indebtedness under the Loans, executed and delivered by
     the Guarantors.

     "Index  Rate" shall mean the base rate which is quoted as the "Prime  Rate"
     in the column entitled  "Money Rates"  published in The Wall Street Journal
     (in the event no such rate is published in The Wall Street  Journal on such
     date, the Index Rate shall be the "Prime Rate" shown in such column for the
     most recent  Business Day  preceding the last Business Day of such month on
     which such rate was  published)  or, in the event The Wall  Street  Journal
     does not quote a "Prime  Rate",  the rate  quoted as the "Prime  Rate" in a
     publication  as Lender  may,  from  time to time,  hereafter  designate  in
     writing.

     "Interest Rate" shall mean the Index Rate plus an applicable percentage.

     "Inventory Finance Loan" shall have the meaning set forth in Section 2(a)

     "Lender"  shall  have the  meaning  set forth in the  introduction  to this
     Agreement.

     "Loans" shall mean,  collectively,  the  Inventory  Finance Loan and Bridge
     Line of Credit.

     "Maturity  Date"  shall  mean the date  upon  which  an  Advance  is due as
     determined by the Lender,  provided however if no such date is specified by
     Lender then the advance shall be deemed due upon demand of Lender.

     "Original  Term" shall mean the period from the Agreement Date to the first
     anniversary of the Agreement Date.

     "Person"  shall  mean any  individual,  sole  proprietorship,  partnership,
     corporation  (whether  or not  for  profit),  joint  venture,  association,
     estate,   trust,  or   unincorporated   organization,   (whether   foreign,
     territorial,  national, federal, state, commonwealth, parish, county, city,
     municipal,   local  or  otherwise,   including,   without  limitation,  any
     instrumentality,  division, agency, body or department thereof). Unless the
     context otherwise requires, "Person" shall not include Lender.

     "Promissory Note" shall have the meaning set forth in Section 2(a).

     "Uniform  Commercial Code" refers to the Uniform Commercial Code as enacted
     in the state where the  Collateral  is located and the version in effect as
     of the Agreement Date.

     "Vehicle(s)"  shall  have the  meaning  set forth in the  recitals  to this
     Agreement.

     All other terms  contained  in this  Agreement  shall,  when the context so
     indicates, have the meanings provided for by the Uniform Commercial Code.

2.   Loan Terms.

     Lender agrees to make the following Loans to Borrower, in a total aggregate
     principal  amount not to exceed  the  amount  set forth on the  Advance/Fee
     Schedule for all such Loans,  and Borrower  promises to repay such Loans on
     the following terms and conditions:

     (a) Inventory Finance Loan. Each Advance, from time to time as necessary on
     or after the Agreement  Date, for the purchase of a vehicle as evidenced by
     a promissory note  substantially  in the form of Exhibit A (the "Promissory
     Note") shall be payable in full on the earliest of:

     (i)  forty-eight  (48)  hours from the time of the  Vehicle  sale or within
          twenty-four  (24) hours from the time Borrower  receives payment by or
          on behalf of the purchaser of such Vehicle; or

     (ii) the Maturity Date for such Advance; or

     (iii) the termination of this Agreement.

     In addition, payments of principal may be required from time to time if the
     Vehicle is subject to the Lender's  curtailment program. The maximum amount
     of Advances  outstanding  at any one time under the Inventory  Finance Loan
     shall not exceed the amount set forth on the Promissory  Note. The proceeds
     of the Inventory  Finance Loan may only be used to purchase  Vehicles to be
     held as inventory of the Borrower.

     (b) Bridge Line of Credit. Each Advance,  from time to time as necessary on
     or after the Agreement  Date, to finance a Vehicle payable within seven (7)
     to  twenty-one  (21) days from the date of the  Advance as  evidenced  by a
     written   approval  from  the  Lender.   The  maximum  amount  of  Advances
     outstanding  at any one time  under the  Bridge  Line of  Credit  shall not
     exceed the amount set forth on the  Advance/Fee  Schedule.  The proceeds of
     the Bridge  Line of Credit may only be used to  purchase  Vehicles  through
     automotive auctions.

     (c) Payments Received from Manufacturers or Distributors. At the request of
     the Lender,  in the event that Borrower receives any payments from holdback
     reserves,  manufacturer  rebates,  incentive  payments or any other form of
     payment  from a  manufacturer  or a  distributor,  such  payments  shall be
     immediately  forwarded  to Lender and Lender  shall  apply such sums to the
     outstanding principal balance with respect to the applicable Loans.

     (d) Time of  Payments.  Payments  on the Loans  received by Lender no later
     than 1:00 P.M. in the time zone where Lender is located,  shall be credited
     to the Average Daily Outstanding  Balance within one (1) Business Day after
     the date of Lender's  receipt of such  payments or within one (1)  Business
     Day after  the date the  Lender's  bank  records  a wire  transfer  of such
     payment.

3. Interest/Fees.

     (a)  Rates of  Interest.  The  Average  Daily  Outstanding  Balance  of the
     Inventory  Finance  Loan  shall bear  interest  until paid in full at a per
     annum  rate equal to the Index  Rate plus the  percentage  set forth on the
     Promissory Note.

     (b) Interest  Rate.  The Interest  Rate shall  initially be  determined  by
     Lender as of the Business  Day  preceding  the  Agreement  Date,  and shall
     remain in effect  for the  remainder  of such  calendar  month in which the
     Agreement  Date occurs;  thereafter,  the Index Rate shall be determined by
     Lender on the last Business Day of each month and the Interest Rate on said
     date shall be based on the Index Rate used in  calculating  the rates which
     are payable for the following  month or as announced by Lender from time to
     time pursuant to the Program.  Interest shall be calculated on the basis of
     a  360-day  year for  actual  days  elapsed  and  shall be  payable  on the
     fifteenth (15th) day of each month for the preceding month or on such other
 
     (c) Default Rate of  Interest.  Any Advance  which is in default  hereunder
     shall bear interest at a rate equal to the Interest Rate plus three percent
     (3%) until such Advance is paid in full.

     (d) Interest  Accrual on Advances.  Interest on each Advance made under the
     Inventory  Finance  Loan,  shall  begin to accrue  on the date of  Lender's
     Advance for such Vehicle.

     (e) Administration  Fees. In addition to interest on each Advance under the
     Inventory  Finance Loan, the Borrower shall pay, at the time the Vehicle is
     sold,  an  administration  fee in the amount  set forth on the  Advance/Fee
     Schedule.

     (f) Bridge Line of Credit  Fees.  In lieu of the payment of  interest,  for
     each Advance under the Bridge Line of Credit, the Borrower shall pay within
     seven (7) days to  twenty-one  (21) days after the date of the Advance,  as
     applicable,  a Bridge  Line of Credit  fee in the  amount  set forth on the
     Advance/Fee Schedule.

4.   Term.

     The term of this  Agreement  shall commence on the Agreement Date and shall
     continue  for one  (1)  year  thereafter.  After  the  initial  term,  this
     Agreement  shall  be  automatically  renewed  for one  (1)  year  and  from
     year-to-year  thereafter  unless  terminated by either party  notifying the
     other in writing no later than ninety (90) days prior to any anniversary of
     this Agreement. This Agreement may be terminated at any time by Lender and,
     if Borrower is not in default,  by Borrower,  by either party providing the
     other party ninety (90) days' prior written notice.

5.   Collateral.

     For the purpose of securing any  indebtedness  under this Agreement and any
     other  indebtedness of Borrower to Lender,  Borrower hereby grants Lender a
     security  interest  in  all  Vehicle   inventory,   parts  and  accessories
     inventory,  equipment, fixtures, accounts, holdback reserves,  manufacturer
     rebates and incentive  payments,  general  intangibles  of the Borrower now
     owned  and  hereafter  acquired,   wherever  located;  all  accessions  to,
     substitutions for and all replacements of any of the foregoing; all chattel
     paper,  documents,  instruments,  monies, residues and property of any kind
     related to any of the foregoing;  all books and records of Borrower related
     to any of the foregoing,  including without limitation,  computer programs,
     print-outs,  and other computer hardware and software materials and records
     pertaining to any of the foregoing; together with all proceeds and products
     of the  foregoing,  including,  without  limitation,  proceeds of insurance
     policies insuring any of the foregoing ("Collateral").

     The security  interest  granted in this Agreement is in addition to and not
     in  substitution  of any right of offset or netting  which  Lender may have
     against Borrower pursuant to any contract or under applicable law. Borrower
     agrees to execute such  supplemental  documents or financing  statements as
     Lender may require to evidence or perfect the security  interest granted in
     this  Agreement.  Lender may obtain and retain the  certificate of title in
     its  possession  until  any  vehicle  is sold by  Borrower  and  Borrower's
     obligation is paid in full.

     Lender shall have the right to inspect the  Vehicles  and other  Collateral
     and Borrower's  books and records at any time and without  advance  notice.
     Borrower  agrees to retain  and  preserve  its  books  and  records  at its
     principal  place of business  for a period of three (3) years from the date
     of final billing under this Agreement.

6.   Use and Protection of Collateral.

     (a)  Borrower  may  exhibit  and sell  Vehicles  and may use and sell other
     Collateral in the ordinary  course of business;  (b) Borrower shall protect
     and secure such Vehicles and other Collateral;  (b) Borrower shall maintain
     and  preserve  the  Vehicles  and other  physical  assets in good order and
     condition  and shall not  impair  the value of such  Vehicles  or  physical
     assets;  (c) Borrower will keep the Vehicles and other  Collateral  free of
     taxes, liens or encumbrances,  and any sums which may be paid by Lender, in
     its discretion,  in release or discharge  thereof shall be paid by Borrower
     to Lender upon demand;  and (d) Vehicles and other  Collateral shall not be
     used illegally, improperly or for hire.

7.   Insurance.

     Borrower is  responsible  for  insurance  covering  the  Vehicles and other
     Collateral  against  all  risks,  including  without  limitation,  business
     interruption  insurance  of such  types and in such  amounts  as Lender may
     reasonably  require  and will  provide  to the Lender  copies of  insurance
     policies and certificates  properly  endorsed to show Lender's  interest as
     loss payee and additional insured.  Such endorsement shall provide that the
     insurance  companies  will give  Lender  at least  thirty  (30) days  prior
     written  notice  before any such policy or policies of  insurance  shall be
     altered or  canceled  and that no act or default of  Borrower  or any other
     Person  shall  affect the right of Lender to recover  under such  policy or
     policies of insurance in case of loss or damage.  Borrower  hereby  directs
     all insurers  under such policies of insurance to pay all proceeds  payable
     thereunder  directly to Lender.  Proceeds  payable to Lender under any such
     policies  shall be  applied  to the  indebtedness  due  Lender  under  this
     Agreement on such basis as Lender shall determine.

     In the event Borrower, at any time or times hereafter, shall fail to obtain
     or maintain any of the policies of insurance  required in this Agreement or
     to pay any  premium  in whole or in part  relating  thereto,  then  Lender,
     without  waiving or releasing any  obligation or default by Borrower  under
     this Agreement, may (but shall be under no obligation to do so) at any time
     or times thereafter  obtain and maintain such policies of insurance and pay
     such premium and take any other action with  respect  thereto  which Lender
     deems  advisable.  All sums so  disbursed  by  Lender,  including,  without
     limitation,  attorneys' and  paralegals'  fees,  court costs,  expenses and
     other charges relating thereto, shall be payable, on demand, by Borrower to
     Lender and shall be additional indebtedness due Lender under this Agreement
     and be secured by the Collateral.

8.   Borrower's Financial Condition.

     Borrower  represents that it now has and covenants that it will have at the
     time of any Advance  through the date of repayment of the  applicable  Loan
     (a) reasonably adequate cash and equity capital to conduct its business and
     pay its debts as they  mature,  (b) capital and other  financial  resources
     reasonably  adequate to engage in the business in which it is engaged or in
     any business or transaction in which it is about to engage, (c) the ability
     to pay its debts and all debts it intends to incur as they mature,  and (d)
     ownership of property unencumbered and not collateralized to the benefit of
     a third party, having a value, at a fair valuation, greater than the sum of
     its debts.

9.   Borrower's Financial Statements.

     (a) As soon as possible,  but not later than six (6) months after the close
     of each fiscal year of Borrower, Borrower agrees to provide Lender with the
     audited  financial  statements  of Borrower as certified by the  Borrower's
     independent  certified public  accountant,  or in lieu of audited financial
     statements,  certified copies of the Borrower's  federal income tax returns
     from previous calendar year;

     (b) as soon as possible,  but not later than thirty (30) days after the end
     of each month hereafter, Borrower's unaudited interim financial statements,
     including  balance  sheets and  statements  of income and expense as at the
     month-end  and for the portion of Borrower's  fiscal year then elapsed,  as
     prepared in accordance with generally  accepted  accounting  principles and
     fairly  presenting  the  financial  position  at such date and  results  of
     operations of Borrower for such period; and

     (c) Borrower  certifies  that each  monthly  financial  statement  and each
     audited annual financial statement shall be complete,  accurate and current
     in all respects.

10.  Other Agreements of Borrower.

     Without Lender's prior written consent, which Lender may or may not, in its
     sole discretion,  give concurrently herewith or hereafter,  Borrower agrees
     that it shall not:

     (a) Make any distributions of its property or assets,  except distributions
     of earnings or payments of principal  and interest to service  indebtedness
     in the ordinary course  including  shareholders  loans, or sell,  issue, or
     redeem, retire,  purchase or otherwise acquire,  directly or indirectly any
     of its stock;

     (b) Make any material change in its capital structure, or make any material
     change in any of its business objectives, purposes and operations; nor

     (c) Make any loans or other  advances  of money or any loans or advances of
     inventory or other property, to any Person, including,  without limitation,
     any officer,  director,  stockholder,  employee,  or affiliate of Borrower,
     other than (1) advances against commissions,  and other similar advances to
     employees in the ordinary  course of business,  and (2) loans not exceeding
     an aggregate of ten percent (10%) of the outstanding balance of the Loan at
     any time.

11.  Environmental Matters.

     (a) Borrower  represents that it is currently in compliance,  and covenants
     and agrees that it shall  continue  to manage and  operate its  business in
     compliance, with all Environmental Laws.

     (b)  Borrower  shall send to Lender  within five (5) days of  receipt,  any
     citation,  notice of violation or other notice of potential  liability from
     any governmental or  quasi-governmental  authority empowered to regulate or
     oversee any of the foregoing activities.

     (c) Borrower agrees to indemnify, defend with counsel reasonably acceptable
     to Lender,  at Borrower's sole cost, and hold Lender  harmless  against any
     claim,  response or other costs,  damages,  liability or demand (including,
     without  limitation,  attorneys' fees and costs incurred by Lender) arising
     out of any claimed violation of Borrower or Borrower's agents of any of the
     foregoing laws, regulations or ordinances or breach of any of the foregoing
     covenants or agreements. The foregoing indemnity shall survive repayment of
     all indebtedness due Lender under this Agreement.

12.  Conditions Precedent.

     Lender shall have no  obligation  to make the Loans on the  Agreement  Date
     unless and until the following conditions have been satisfied,  all in form
     and substance  satisfactory to Lender and its counsel:  (a) No Proceedings.
     No action, proceeding, investigation,  regulation or legislation shall have
     been  instituted,  threatened  or proposed  before any court,  governmental
     agency or legislative body to enjoin,  restrain,  or prohibit, or to obtain
     substantial  damages in respect of, or which is related to or arises out of
     this Agreement, or the consummation of the transactions contemplated hereby
     or  thereby,  or  which,  in  Lender's  sole  discretion,   would  make  it
     inadvisable to consummate the transactions contemplated by this Agreement;

     (b) No Material Adverse Change.  There shall not have occurred any material
     adverse  change  in  the  financial   condition,   results  of  operations,
     businesses or prospects of the Borrower,  or any event,  condition or state
     of facts which could materially  adversely affect the financial  condition,
     results  of  operations,  businesses  or  prospects  of  the  Borrower,  as
     determined by Lender in its sole discretion; and

     (c) Loan  Documentation.  Lender  shall have  received,  on or prior to the
     Agreement Date, the following  documents,  each duly executed and delivered
     to Lender, and each to be in form and substance  satisfactory to Lender and
     its counsel:

          (1) copies of all filing  receipts  or  acknowledgments  issued by any
          governmental authority to evidence any filing or recordation necessary
          to perfect the  security  interests  of Lender in the  Collateral  and
          evidence in a form  acceptable to Lender that such security  interests
          constitute  valid  and  perfected  first  priority  interests  in  the
          Collateral;

          (2) certified  copies of Borrower's  casualty and liability  insurance
          policies,   together   with  loss  payable  and   additional   insured
          endorsements  to the casualty  insurance  policies,  as required under
          Section 7;
                           
          (3) the Promissory Note, executed and delivered to Lender;

          (4)  Articles  of  Incorporation  and Bylaws  from the  Borrower;  

          (5)  Certified   resolutions   from  Borrower's   Board  of  Directors
          authorizing  execution  of this  Agreement,  the  Promissory  Note and
          related documents;
                          
          (6)  An  opinion  from  Borrower's   counsel  in  form  and  substance
          satisfactory  to Lender  which  opines on the  Borrower's  ability  to
          execute  the  documents  required  by this  Agreement  and perform its
          obligations thereunder;
                           
          (7) an incumbency  certificate  from the Borrower's  Secretary in form
          and substance satisfactory to the Lender;
                         
          (8)  Power of  Attorney  in form  and  substance  satisfactory  to the
          Lender;  

          (9) an intercreditor  agreement in form and substance  satisfactory to
          the Lender; 

          (10) good standing  certificates from each state where the Borrower is
          incorporated;

          (11)  written   instructions   from  Borrower  to  Lender  as  to  the
          disbursement to any Person of the proceeds of the Loan; and
                           
          (12) such other documents,  instruments and agreements as Lender shall
          reasonably request.
         
13.  Termination or Suspension of Financing.

     Lender may terminate or suspend financing under this Agreement as follows:

     (a) Upon the  occurrence of an Event of Default as defined in Section 14 of
     this Agreement or in any other Agreement with Lender; or

     (b) If Lender,  in its sole  discretion,  elects to  terminate  the program
     provided,  however, that Lender shall give Borrower ninety (90) days' prior
     written notice of such termination; or

     (c) If Lender in its judgment  believes  that future  financing of Vehicles
     for  Borrower  is not  justified  due to  changes in  Borrower's  financial
     condition or any other material change in the Borrower's business.

     All debts,  obligations and remedies existent at the time of any suspension
     or termination  shall continue in effect until the indebtedness of Borrower
     under this Agreement is paid in full.

14.  Event of Default.

     An "Event  of  Default"  shall  include  the  following:  (a) a default  by
     Borrower  in the  payment  or  performance  of any  obligation  under  this
     Agreement or any other  agreement  with Lender;  (b) the  institution  of a
     proceeding in bankruptcy, receivership or insolvency by or against Borrower
     or its  property  or by or against  any  Guarantor;  (c) an  assignment  by
     Borrower or any Guarantor  for the benefit of  creditors;  (d) a default by
     any  Guarantor  in the payment or  performance  of any  obligation  under a
     Guaranty; (e) the death or incompetence of any Guarantor;  or (f) if Lender
     shall deem itself insecure.

15.  Offset

     As additional  security for payment and performance of all indebtedness due
     Lender under this Agreement and any other  agreement with Lender,  Borrower
     hereby  gives  Lender a lien on and Lender  shall also have right of offset
     against all of Borrower's  deposits,  credits and any other property now or
     hereafter in the  possession  or control of Lender or in transit to Lender.
     Lender may at any time apply any or all of the  property  (or the  proceeds
     thereof) to any amounts due under said indebtedness.

16.  Rights and Remedies upon Default.

     Upon the occurrence of an Event of Default as set forth in Section 14 or if
     Vehicles and other  Collateral  are in danger of misuse,  loss,  seizure or
     confiscation,   Lender  may,  in  its  discretion,  accelerate  the  entire
     outstanding  amount due from  Borrower  under this  Agreement  and may take
     immediate  possession of Vehicles and other  Collateral  without  demand or
     further notice and without legal process. In furtherance thereof,  Borrower
     shall, if Lender so requests,  assemble  Vehicles and other  Collateral and
     make them available to Lender at a reasonable  place  designated by Lender.
     Lender shall have the right,  and Borrower  hereby  authorizes and empowers
     Lender to enter upon the premises  wherever  Vehicles and other  Collateral
     may be and remove same.

     Borrower shall pay all expenses and reimburse Lender for any  expenditures,
     including reasonable attorneys' fees and legal expenses, in connection with
     Lender's  exercise of any of its rights and remedies under this  Agreement.
     In the event of such  repossession  by Lender,  in  addition  to the rights
     specified  in this  Agreement,  all the rights  and  remedies  afforded  by
     applicable law shall apply.

17.  Indemnity.

     Borrower  agrees  to  indemnify   Lender  from  and  against  any  and  all
     liabilities,  obligations,  losses, damages, penalties, actions, judgments,
     suits,  costs,  expenses or disbursements of any kind or nature  whatsoever
     (including, without limitation, attorneys' fees and court costs incurred by
     Lender) which may be imposed on, incurred by, or asserted against Lender in
     any litigation,  proceeding or investigation instituted or conducted by any
     governmental  agency or instrumentality or any other Person with respect to
     any aspect of, or any  transaction  contemplated  by, or referred to in, or
     any matter  related  to, this  Agreement,  whether or not Lender is a party
     thereto,  except to the extent that any of the foregoing  arises out of the
     gross negligence or willful misconduct of Lender.

18.  Successors and Assigns.

     This Agreement  shall be binding upon the parties'  successors and assigns,
     provided, however, that Borrower shall have no right of assignment, without
     the prior written consent of Lender.

19.  Savings Clause.

     Any provision in this  Agreement  prohibited by law shall be ineffective to
     the  extent  of  such  prohibitions   without  invalidating  the  remaining
     provisions in this Agreement.

20.  Power of Attorney.

     (a)  Upon the  occurrence  of an Event  of  Default,  Borrower  irrevocably
     appoints  Lender as  Borrower's  lawful  attorney  and Lender may,  without
     notice to Borrower, in Borrower's or Lender's name(s):

          (1)  endorse  the name of  Borrower  upon  any  items  of  payment  or
               proceeds  of  Collateral  and  deposit the same to the account of
               Lender on account of the indebtedness due under this Agreement;

          (2)  endorse the name of Borrower  upon any chattel  paper,  document,
               instrument,  invoice,  freight  bill,  bill of lading or  similar
               document or agreement relating to the Collateral; and

          (3)  use  the  information  recorded  on  or  contained  in  any  data
               processing  equipment and computer hardware and software relating
               to the Collateral to which Borrower has access.

     (b) At all times under this Agreement, with or without the occurrence of an
     Event of Default, Borrower irrevocably appoints Lender as Borrower's lawful
     attorney and Lender may, without notice to Borrower,  in Borrower's name or
     Lender's   name,   (1)  execute  such  security   agreements   and  related
     documentation  as may be necessary  for Borrower to acquire  Vehicles;  (2)
     make, settle and adjust claims under policies of insurance, as are required
     under Section 7, and to endorse any check, draft,  instrument or other item
     of payment for the proceeds of such  policies of  insurance  and for making
     all   determinations  and  decisions  with  respect  to  such  policies  of
     insurance;  and  (3)  endorse  the  name of  Borrower  upon  any  document,
     instrument,  evidence of title or related or similar documents as necessary
     to protect the collateral.

     (c) On the date of this  Agreement,  Borrower agrees to execute and deliver
     to Lender a Power of Attorney  in form and  substance  satisfactory  to the
     Lender.

21.  Applicable Law.

     This  agreement  shall be governed by the internal laws of the state of the
     principal place of business of the Borrower.

22.  Amendments.

     Any amendment or modification to this Agreement must be made in writing and
     must be executed by the Borrower and Lender;  provided,  however, that this
     Section 22 may not be amended in any circumstance.

     Executed this 21TH day of MARCH 1997.

BORROWER: FIRST CHOICE AUTO FINANCE, INC.
          -------------------------------

By:  /s/ Joseph M. Barnes
-------------------------
Joseph M. Barnes
Title:  Vice President Finance

Address: 5200 S. WASHINGTON AVENUE
         TITUSVILE, FL 32780


LENDER:  Manheim Automotive Financial Services, Inc.
         -------------------------------------------
By: /s/
Title:   DIRECTOR OF OPERATIONS