MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC.
                              1400 LAKE HEARN DRIVE
                             ATLANTA, GEORGIA 30319

                                NOVEMBER 5, 1998



FINOVA Capital Corporation
13355 Noel Road, Suite 800
Dallas, Texas   75240

         Re:      First Choice Auto Finance, Inc. ("Dealer")

Gentlemen:

     As a condition for the advancement of funds pursuant to that certain credit
facility ("Credit Facility") entered into by Dealer, as Borrower,  and by FINOVA
Capital  Corporation   ("FINOVA"),   as  Lender,  Manheim  Automotive  Financial
Services, Inc. ("Floor Plan Lender") hereby agrees as follows:

1.   That its security  interest,  if any, in the following  described  property
     (the "Property") of Dealer shall be subordinated to the interest of FINOVA:

          Accounts and chattel paper  generated by the Dealer's sale of vehicles
          ("Receivables"),   proceeds   derived  from  the   collection   and/or
          liquidation  of any of the  Receivables,  including but not limited to
          cash  payments,   returned  or  repossessed   vehicles  securing  such
          Receivables,  and those  vehicles  that  have been sold by Dealer  and
          previously securing any Receivable(s).

          Notwithstanding the foregoing to the contrary,  Floor Plan Lender does
          not release its  security  interest  in those  vehicles  which are not
          securing  any of the  Receivables  pledged to FINOVA and  specifically
          financed   by  Floor  Plan  Lender   with   Dealer   under   financing
          accommodations  and in  which  Floor  Plan  Lender  holds  a  security
          interest  and Floor  Plan  Lender's  obligation  with  respect to such
          vehicles has not been paid off.

2.   That on and after the date of this  letter,  Floor  Plan  Lender  shall not
     provide new or additional financing for any vehicles of Dealer.

3.   That upon payment to Floor Plan Lender in full for all vehicles which it is
     financing as of the date hereof,  that Floor Plan Lender shall  immediately
     release any and all  security  interest and liens it holds on the assets of
     Dealer.

     Floor Plan  Lender  agrees  that upon Floor  Plan  Lender's  release of its
security interest in any vehicle,  as set forth herein,  Floor Plan Lender shall
not have any security interest in such vehicle  thereafter,  including,  but not
limited to, the return or repossession  of such vehicle,  and such vehicle shall
not be financed or otherwise floor planned by Floor Plan Lender thereafter.

     Nothing  herein  contained  shall be  construed  as limiting  any  security
interest of either  party in the Property as to anyone  except each other.  If a
third party, including Dealer's trustee in bankruptcy,  should assert a security
interest or other right in any item of Property and have,  under any  applicable
rule of law,  priority  over the senior  party,  but not over the junior  party,
then, as to such item of Property, this Agreement shall be null and void.

     When  accepted by you and  returned to us, this  Agreement  shall remain in
effect until Floor Plan Lender is paid in full.

     This Agreement shall be binding upon and for the benefit of the
successors  and assigns of Floor Plan Lender and shall be binding upon and inure
to the benefit of the successors and assigns of FINOVA (including successors and
assigns of the Property).

     FINOVA and Floor Plan Lender knowingly, voluntarily and intentionally waive
any and all  rights  either  party may have to a trial by jury and elect a bench
trial in the  event  of any  litigation  based  on,  or  arising  out of,  or in
connection  with, this Agreement,  or any course of conduct,  course of dealing,
verbal or written  statements,  or actions between Floor Plan Lender and FINOVA.
This provision is a material inducement for entering into this Agreement.

     If this meets with your  approval,  please  execute  and return one copy of
this letter to Floor Plan Lender, and the same constitute an agreement as of the
date of acceptance by you and return to Floor Plan Lender.

                      Very truly yours,

                      MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC.



                      By: /s/ Michael J. Wynn
                      -------------------------------------------------
                      Michael J. Wynn 
                      _________________________________________________
                      (Printed Name and Title)


ACCEPTED AND AGREED THIS 8th DAY OF November, 1998.
FINOVA CAPITAL CORPORATION


By: /s/ J. Steven Cummack     
-----------------------------------------
J. Steven Cummack, Senior Vice President
_________________________________________
(Printed Name and Title)


The  undersigned  Dealer  acknowledges  receipt  of  a  copy  of  the  foregoing
Subordination Agreement.


FIRST CHOICE AUTO FINANCE, INC.


By: /s/  Donna Siebel
------------------------------------------- 
Donna Siebel, Vice President
___________________________________________
(Printed Name and Title)          (Date)