EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  is made as of  April  1,  1998 by and  between
Coastal  Acquisition,  L.L.C., a Virginia limited liability company  ("Company")
and William E. McKnight ("Executive").

     WHEREAS,  Executive is the sole shareholder of Coastal Credit  Corporation,
CCC GA, Inc.,  CCC DEL,  Inc.,  CCC JAC,  Inc.,  CCC AM, Inc.,  CCC SC, Inc. and
Coastal  Credit  Corporation  of Florida  (each  individually  referred  to as a
"Coastal Group Member" and collectively referred to as the "Coastal Group"); and

     WHEREAS, contemporaneous with the execution and delivery of this Agreement,
and  pursuant  to  that  certain  Asset  Purchase  Agreement  by and  among  the
Executive,  the Coastal  Group and the Company dated as of January 26, 1998 (the
"Asset Purchase Agreement"),  the Coastal Group is transferring and selling, and
the Company is acquiring,  substantially all of the assets of the Coastal Group,
and Coastal Credit Corporation  ("Coastal Credit") is acquiring a 25% membership
interest in the Company in consideration for a $1,250,000 capital  contribution.
In  connection  with  the  transactions   contemplated  by  the  Asset  Purchase
Agreement,  and as a  condition  thereto,  the  Executive  and the  Company  are
required to execute and deliver this Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1.  Definitions.  The  terms  defined  in this  Section  1 shall  have  the
respective meanings indicated below for all purposes of this Agreement.

          (a) Affiliate. "Affiliate" of a Person means a Person that directly or
     indirectly through one or more intermediaries,  controls, is controlled by,
     or is under common  control  with,  the first Person.  "Control"  means the
     possession,  directly  or  indirectly,  of the power to direct or cause the
     direction  of the  management  policies  of a Person,  whether  through the
     ownership of voting  securities,  by contract,  as trustee or executor,  or
     otherwise.

          (b) Cause. "Cause" shall mean any one or more of the following:

               i.  engaging  in a  material  dishonest  act,  including  without
          limitation any material  misrepresentation  or intentional omission to
          state a material  fact to the  Managers,  willful  breach of fiduciary
          duty,  misappropriation  or fraud against the Company or any Affiliate
          of the Company;

               ii. any  indictment  or similar  charge  against  Executive  by a
          governmental  authority  alleging  the  commission  of a felony,  or a
          guilty plea or no-contest plea by Executive to a felony;

               iii.  material  failure  by  Executive  to follow  the  Company's
          general  policies,  directives or orders applicable to officers of the
          Company


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          after failing to cure prior similar  failures within fifteen (15) days
          of receiving written notice thereof from the Managers;

               iv. intentional destruction or theft of the Company's property or
          falsification of the Company's documents;

               v. a breach by Executive of the provisions of Section 13; or

               vi. a material breach by Executive of any other provision of this
          Agreement  and the failure by  Executive  to cure such  breach  within
          thirty  (30) days of the date on which  the  Company  gives  Executive
          notice thereof.

          (c) Date of Termination.  "Date of Termination" shall mean in the case
     of Executive's death, the date of death, in the case of Disability,  thirty
     (30) days after Notice of Termination is given  (provided  Executive  shall
     not have  returned to the full-time  performance  of his duties during such
     thirty (30) day period),  and in all other cases, the date specified in the
     Notice of  Termination,  which shall be at least thirty (30) days after the
     date of the Notice of Termination, unless the termination is by the Company
     for Cause.

          (d) Disability. "Disability" shall occur if as a result of Executive's
     incapacity  due to physical or mental  illness,  Executive  shall have been
     absent from the  full-time  performance  of his duties with the Company for
     three (3) consecutive months.

          (e)  Good  Reason.  "Good  Reason"  shall  mean any one or more of the
     following bases for termination of Executive's employment by Executive:

               i. the  removal of  Executive  as a Manager  of  Company  without
          Cause;

               ii. the assignment to Executive of any duties inconsistent in any
          material  respect  with  Executive's  position,  authority,  duties or
          responsibilities  as  contemplated  by Section 5(a) of this Agreement,
          excluding for this purpose an isolated,  insubstantial  or inadvertent
          action  not taken in bad faith and which is  remedied  by the  Company
          promptly after receipt of notice thereof given by the Executive;

               iii. an action of Company  that  requires  Executive to move from
          his permanent place of residence;

               iv. the Company's failure to set Executive's  compensation at the
          minimum  salary and bonus  described in Section 6 hereof for the first
          Renewal Term of this  Agreement  (as such term is defined in Section 3
          below); or

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<PAGE>

               v.  during the  Initial  Term  hereof (as such term is defined in
          Section 3 below),  a termination in connection  with Coastal  Credit's
          decision  to  exercise  its put  option  based on its vote  against an
          action approved by the members of the Company under Section 3.1 of the
          Company's  Amended and Restated  Operating  Agreement (the  "Operating
          Agreement").

          (f) Notice of Termination.  Any termination of Executive's  employment
     by either the  Company or  Executive,  except  for a  termination  based on
     Executive's   death,   shall  be   Communicated  by  a  written  Notice  of
     Termination.

          (g)  Person.  "Person"  shall mean any  natural  person,  corporation,
     partnership,  association,  limited liability company, trust,  governmental
     authority, or other entity.

          (h)  Retirement.  "Retirement"  shall mean  termination of Executive's
     employment after Executive has attained age 65.

     2.  Employment.  The Company hereby employs  Executive and Executive hereby
accepts  employment with the Company for the Term of this Agreement set forth in
Section 3 below,  in the position and with the duties and  responsibilities  set
forth in  Sections  4 and 5  below,  and upon the  other  terms  and  conditions
hereinafter stated.

     3. Term. This Agreement is for the two-year  period  commencing on the date
hereof (the  "Commencement  Date") and terminating on the second  anniversary of
the Commencement Date, or upon Executive's earlier death,  termination by reason
of  Disability  or  termination  by either  party  pursuant  to  Section 10 (the
"Initial Term"). The Initial Term shall be automatically extended for successive
one-year  periods (each a "Renewal  Term," with the Initial Term and any Renewal
Terms  collectively  referred to herein as the  "Term"),  unless at least ninety
(90) days  prior to the end of the  Initial  Term or any  Renewal  Term,  either
party, by a written notice delivered to the other party,  elects not to have the
Term automatically extended.

     4. Position. Executive shall serve as President and Chief Executive Officer
of the Company.

     5. Duties and Responsibilities.

          The Company hereby engages Executive as a full-time executive employee
     and  Executive  accepts  such  employment,  on the terms and subject to the
     conditions set forth in this  Agreement.  During the Term,  Executive shall
     devote all of his  business  time and best  efforts  to, and shall  perform
     faithfully, loyally and efficiently, his duties as President of the Company
     and shall exercise such powers and fulfill such  responsibilities as may be
     duly  assigned  to or vested in him by the  Operating  Agreement  or by the
     Managers   of  the   Company   (the   "Managers")   consistent   with   the
     responsibilities of the President.

          During  the Term,  Executive  will not engage in other  employment  or
     consulting  work or any trade or business  for his own account or on behalf
     of any


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<PAGE>

     other Person.  Notwithstanding  the  foregoing,  Executive may (i) serve on
     such corporate,  civic,  industry or charitable boards or committees as are
     approved by the Managers and (ii) manage his own and his immediate family's
     personal investments, provided that the activities permitted by clauses (i)
     and (ii) above shall not,  individually  or in the aggregate,  interfere in
     any material  respect with the performance of Executive's  responsibilities
     hereunder.

     6.  Salary/Bonus.  For  all  services  rendered  by  Executive  under  this
Agreement, the Company shall pay to Executive an aggregate annual base salary of
$240,000,  payable, in equal installments,  at least monthly, in accordance with
the Company's  regular  payroll  procedures.  The Company shall review  possible
increases  in  Executive's  salary at least  annually,  with any such  increases
subject to the determination of the Managers in their sole discretion.

     Executive  will be eligible  for an annual  performance  bonus.  During the
Initial  Term,  Executive's  bonus  shall  equal  twelve  percent  (12%)  of the
Company's  Net  Pre-Tax  Income in  excess of  $500,000.  For  purposes  of this
Agreement,  "Net  Pre-Tax  Income"  shall mean net income of the Company  before
provision  for  federal or state  taxes and after  related  party  expenses  and
allocated  overhead,  all as determined in accordance  with  generally  accepted
accounting principles  consistently applied. All items of related party expenses
and  allocated  overhead  subtracted  from net  income  shall also  require  the
unanimous  approval of the Managers,  which shall not be unreasonably  withheld.
During any Renewal Term  hereof,  the amount of such annual bonus shall be based
on goals to be  determined  by the Managers by  reference  to the annual  budget
approved by the Managers.

     Notwithstanding anything to the contrary in the foregoing,  Executive shall
be entitled to terminate his employment  under this Agreement for Good Reason at
the  expiration  of the Initial Term or during the first two months of the first
Renewal Term hereof if the Managers fail to set his compensation at or above the
following  minimum levels for such first Renewal Term:  $250,000 base salary and
annual  performance  bonus  equal to eight  percent  (8%) of the  Company's  Net
Pre-Tax Income in excess of $500,000.

     7. Employee Benefits.  The Company shall provide or cause to be provided to
Executive  and  to  Executive's  dependents,   at  the  Company's  expense,  all
disability,  medical and dental  benefits  provided to other  executives  of the
Company.  During any waiting period for insurance  eligibility,  COBRA insurance
costs for Executive and Executive's  dependents will be paid by the Company.  In
addition,  the Company shall pay the  Executive  $800 per month as an automobile
allowance  to cover the cost of  Executive's  use of an  automobile  for Company
purposes. During the Term of this Agreement,  Executive shall maintain insurance
in  connection  with the  automobile  as  required  by state law and such  other
insurance as is  reasonably  satisfactory  to the Company.  If the terms of such
insurance  policy allow it, the Company shall be named as an additional  insured
on all such coverage.

     8. Vacation.  Executive shall be entitled to four (4) weeks vacation during
each consecutive twelve month period of employment beginning on the Commencement
Date and each  anniversary  thereof.  In the event that the full vacation is not
taken by Executive during


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any such period, no vacation time shall accrue for use in future periods, except
as approved by the Managers.

     9.  Business  Expenses.  Executive  will be reimbursed  for all  reasonable
ordinary and  necessary  business  expenses  incurred by Executive in connection
with Executive's employment (to be supported by receipts and other documentation
as required by the Internal Revenue Code of 1986, as amended, and in conformance
with the Company's normal procedures).

     10.  Termination.  Either  the  Company  or  Executive  may  terminate  the
employment of Executive at any time prior to the  expiration of the Term of this
Agreement, with or without Cause or Good Reason.

     11.  Payments  During   Disability  and  Upon  Termination  or  Expiration.
Executive  or his estate shall be entitled to the  following  during a period of
Disability,  upon Executive's death, upon termination of Executive's  employment
by Executive or the Company, or if the Term of this Agreement is not extended by
reason of notice given by either party pursuant to Section 3 hereof, as the case
may be:

          During any period that Executive fails to perform his full-time duties
     with the  Company  as a result  of  incapacity  due to  physical  or mental
     illness,  until such time as Executive returns to the full-time performance
     of his  duties or the Date of  Termination  if  Executive's  employment  is
     terminated  for  Disability,  Executive  shall continue to receive his base
     salary at the rate in effect at the  commencement  of any such period minus
     any disability  benefits  received by him under any insurance or disability
     plan  of  the  Company.  If  terminated  for  Disability,  Executive  shall
     additionally be entitled to receive the severance compensation provided for
     in subsections 11(c)(ii) and (iii) hereof.

          If (1) Executive's  employment is terminated by Executive without Good
     Reason; (2) Executive's  employment is terminated by the Company for Cause;
     or (3) this  Agreement is  terminated  by reason of  Executive's  notice of
     non-renewal,  as  provided  in  Section 3 hereof,  then  Company  shall pay
     Executive his full base salary  through the Date of Termination at the rate
     in  effect  at the time  Notice of  Termination  is  given,  plus all other
     amounts or benefits to which Executive is entitled  through such date under
     any  plan,   arrangement  or  practice  in  effect  at  the  time  of  such
     termination,  minus any amounts owed by Executive to the Company. Executive
     shall not be  entitled  to receive  any bonus  applicable  to the period in
     which termination occurs, and the Company shall have no further obligations
     to Executive  under this  Agreement  (other than under COBRA and for vested
     and accrued benefits and accrued and unpaid vacation);  provided,  however,
     if Executive's  employment is terminated by reason of Executive's notice of
     nonrenewal,  Executive  shall be paid a pro rata portion of his performance
     bonus, if any based on the number of months,  including  portions  thereof,
     during which  Executive  was  employed  during the fiscal year in which his
     employment was terminated, based on the performance of the company for said
     fiscal year as reflected in the  Company's  financial  statements  for said
     fiscal year.

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<PAGE>

          (c)  If  (1)  Executive's   employment  is  terminated  by  reason  of
     Executive's death; (2) Executive's  employment is terminated by the Company
     other than for Cause;  (3)  Executive's  employment  is  terminated  by the
     Executive for Good Reason (except as provided below); or (4) this Agreement
     is  terminated  by reason of the  Company's  notice  of  non-renewal,  then
     Executive shall be entitled to the following:

               i. the  Company  shall pay to  Executive  any unpaid  base salary
          through  the Date of  Termination  at the rate in  effect  at the time
          Notice of Termination is given,  no later than the fifth day following
          the Date of Termination;

               ii.  Executive  shall be entitled to any other  compensation  and
          benefits granted under this Agreement,  except any performance  bonus,
          for a period  equal to the  longer  of:  (a) one year from the Date of
          Termination, or (b) if the Date of Termination occurs within the first
          year of the Initial  Term,  the  remainder of the Initial  Term.  Such
          benefits shall be determined in accordance with the Company's employee
          benefit plans and other  applicable  programs,  policies and practices
          then in effect as though Executive was still then in the employ of the
          Company.  The provisions of this Agreement,  and any payment  provided
          for hereunder,  shall not reduce any amounts otherwise payable,  or in
          any way diminish  Executive's  existing rights, or rights which accrue
          solely as a result of the  passage  of time  under any  benefit  plan,
          employment agreement or other contract, plan or arrangement; and

               iii. Executive shall be entitled to receive a pro rata portion of
          his  performance  bonus,  if  any,  based  on the  number  of  months,
          including portions thereof, during which Executive was employed during
          the fiscal year in which his employment was  terminated,  based on the
          performance  of the Company for said fiscal year as  reflected  in the
          Company's financial statements for said fiscal year.

     If Executive  terminates  his  employment  for Good Reason based on Section
     1(e)(4)  hereof,  then  Executive  shall only be  entitled  to receive  the
     compensation provided for in subsections 11(c)(i) and (iii) hereof.

          (d) If  Executive's  employment  shall  be  terminated  by  reason  of
     Executive's  Retirement,  then  Executive  shall be entitled to receive the
     compensation provided for in subsections 11(c)(i) and (iii) hereof.

     12. Coastal Credit's  Membership  Interest.  In connection with the Coastal
Group's  sale of its  assets  to the  Company  pursuant  to the  Asset  Purchase
Agreement, at the closing of the transaction  contemplated by the Asset Purchase
Agreement,  Coastal  Credit shall  contribute  $1,250,000  to the capital of the
Company, and the Company shall issue a 25% membership interest in the Company to
Coastal  Credit,  which  interest may be  transferred to an Affiliate of Coastal
Credit  in  connection  with  a  merger,  consolidation,  liquidation  or  other

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restructuring of Coastal Credit. The membership  interest in the Company held by
Coastal Credit or its Affiliate at any time during the term of this Agreement is
hereinafter  referred to as the "Coastal Credit Membership Interest" and Coastal
Credit or the  Affiliate  which  holds such  interest is  sometimes  hereinafter
referred to as the "CCMI Holder." Such Coastal Credit Membership  Interest shall
be subject to the following terms and conditions:

          (a)  Executive's  Unconditional  Put Option at  Expiration  of Initial
     Term.  To the extent  permitted  under  applicable  law and  subject to the
     provisions of any agreement  with the Company's  lenders,  the  bring-along
     rights  set  forth  in the  Company's  Operating  Agreement,  or any  other
     agreement  approved  in writing by McKnight  or the CCMI  Holder,  the CCMI
     Holder shall have the right (the "Initial Term  Unconditional  Put Right"),
     at its sole option and election and for any reason,  to require the Company
     to redeem sixty percent  (60%) of the Coastal  Credit  Membership  Interest
     held  by  such  CCMI  Holder  at the  end of the  Initial  Term  (the  "60%
     Interest"), subject to the following terms and conditions:

               i. The CCMI Holder must deliver  written  notice of its intention
          to exercise the Initial Term Unconditional Put Right to the Company at
          its principal office at least six but not more than seven months prior
          to the expiration of the Initial Term.

               ii. The  closing of the  redemption  sale shall take place at the
          Company's  offices,  or at such other  place as the parties may agree,
          and at a time (during  ordinary  business hours) and date fixed by the
          Company,  which shall be on or before ten (10) business days after the
          expiration of the Initial Term. The  redemption  shall be effective as
          of the expiration of the Initial Term (the "Exercise  Date"),  and all
          rights  of the CCMI  Holder to the  redeemed  portion  of the  Coastal
          Credit  Membership  Interest,  except  for the  right to  receive  its
          redemption  price therefor in accordance  herewith,  shall cease as of
          the Exercise Date. The closing of the redemption  sale shall otherwise
          comply with the terms set forth in Section 12(c) below.

               iii. The purchase  price for the 60% Interest  shall be $750,000,
          payable at the closing of the redemption sale in immediately available
          funds.

               iv. As of the  Exercise  Date,  and  provided  that the  $750,000
          payment for the 60% Interest is made pursuant to the terms of (ii) and
          (iii) above, the capital account associated with the remaining Coastal
          Credit Membership Interest (the "Reconstituted Capital Account") shall
          be computed in accordance with the following procedure:

                    (1) Solely for purposes of this Section  12(a),  the Coastal
               Credit Membership  Interest shall be treated as consisting of two
               separate  Interests  held by  unrelated  parties  (the  "Class  A
               Interest" and the "Class B Interest").

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                    (2) The capital account of the Class A Interest shall be the
               capital  account of the  Coastal  Credit  Membership  Interest as
               computed in accordance with the terms of the Operating  Agreement
               from the inception of the Company to the Exercise Date,  with the
               following   adjustments:   (a)   disregard   additional   capital
               contributions  (if any) made with  respect to the Coastal  Credit
               Membership   Interest  after  the  initial   $1,250,000   capital
               contribution; (b) take into account any changes to the Percentage
               Interest of the Class A Interest arising from additional  capital
               contributions  made by other  Members of the  Company  (including
               capital  contributions  deemed  made by the  hypothetical  Member
               purchasing   the  Class  B  Interest)   or  partial  or  complete
               redemptions  of the Interests of other  Members;  and (c) without
               reduction for the $750,000 to be paid for the 60% Interest.

                    (3) The  capital  account of the Class B  Interest  shall be
               computed in accordance with the terms of the Operating Agreement,
               as if the Class B Interest were initially  issued to an unrelated
               party upon the first additional capital  contribution of the CCMI
               Holder,  from the date of such deemed  issuance  to the  Exercise
               Date,  and shall be adjusted to reflect  any  subsequent  capital
               contributions  of  the  CCMI  Holder,   and  any  change  in  the
               Percentage  Interest  of such Class B Interest  arising  from the
               additional  capital  contribution,  or distribution in partial or
               complete  redemption,  of any of the other Members, but shall not
               be reduced by the $750,000 to be paid for the 60% Interest.

                    (4) The Reconstituted  Capital Account of the Coastal Credit
               Membership Interest on the Exercise Date shall then equal the sum
               of (x) 40% of the  capital  account of the Class A Interest  plus
               (y) 100% of the capital account of the Class B Interest.

                    (5) The  computation of the capital  accounts of the Class A
               Interest and Class B Interest shall take into account  changes in
               Percentage  Interests (as defined in the Operating Agreement) and
               resulting  changes in  allocation  of  profits or losses,  and in
               distributions to the Members  (including the hypothetical  Member
               holding the Class B Interest)  resulting from additional  capital
               contributions  by or  complete  or  partial  redemptions  of  the
               Members, at the time and in the manner set forth in the Operating
               Agreement.

               v. On the Exercise Date, the Percentage Interest of the remaining
          Coastal Credit Membership Interest (the "Remaining Interest") shall be
          reduced to the sum of 40% of the  Percentage  Interest  of the Class A
          Interest plus 100% of the Percentage Interest of the Class B Interest,
          the Percentage Interests of the other members) of the Company shall be

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          increased  on a pro rata  basis  by the  change  in the CCMI  Holder's
          Percentage Interest in accordance with their proportionate  Percentage
          Interests,  and Schedule A of the Operating Agreement shall be revised
          to reflect such adjusted Percentage Interests.

               vi. On the  Exercise  Date,  the  capital  accounts  of the other
          Member(s) of the Company  shall be increased  (or  decreased) on a pro
          rata  basis in  accordance  with  such  other  Members'  proportionate
          Percentage  Interests  by the  amount by which  (x) the  Reconstituted
          Capital Account, as computed under subsection (iv) above, is less than
          (or  greater  than) (y) the actual  capital  account  for the  Coastal
          Credit Membership Interest immediately prior to the Exercise Date less
          $750,000.

          (b) Executive's Unconditional Put Option at or After Fifth Anniversary
     Date.  To the extent  permitted  under  applicable  law and  subject to the
     provisions of any agreement  with the Company's  lenders,  the  bring-along
     rights  set  forth  in the  Company's  Operating  Agreement,  or any  other
     agreement  approved in writing by McKnight or the CCMI Holder, in the event
     the Initial Term  Unconditional Put Right has not been exercised,  and only
     in such event,  from and after the fifth  anniversary  of the  Commencement
     Date,  the CCMI Holder  shall have the right (the "Five Year  Unconditional
     Put  Right"),  at its  sole  option  and  election,  for  any  reason,  and
     regardless  of whether  Executive  is still  employed  by the  Company,  to
     require  the  Company to redeem any  portion or all of the  Coastal  Credit
     Membership Interest then held by such CCMI Holder, subject to the following
     terms and conditions:

               i.  Prior to the  exercise  of the Five  Year  Unconditional  Put
          Right, the Company,  or any corporation or other entity into which the
          Company  has been  converted  or  reorganized,  shall  not have  sold,
          exchanged  or otherwise  disposed  (other than by such  conversion  or
          reorganization)  of substantially  all of its assets, or made a public
          offering of its Interests or other equity  securities  which have been
          registered  under  the  Securities  Act of 1933,  as  amended,  or any
          successor statute.

               ii. The CCMI Holder may exercise its right to require  redemption
          pursuant to this Section  12(b) by  delivering  written  notice of its
          intention  to exercise  the Five Year  Unconditional  Put Right to the
          Company at its principal office,  identifying the Percentage  Interest
          of the Coastal Group  Membership  Interest  sought to be redeemed (the
          "Section 12(b) Put Notice").

               iii.  Unless the  closing  must be delayed in order to obtain the
          appraisals  contemplated  in  Section  12(b)(v)  below or  unless  the
          Company's  lender has not approved the redemption,  the closing of the
          redemption sale shall take place at the Company's offices,  or at such
          other place as the parties may agree,  and at a time (during  ordinary
          business  hours) and date fixed by the Company (the  "Closing  Date"),
          but in any


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          event within (60) days after  receipt of the Section 12(b) Put Notice.
          If the Closing  must be delayed to complete the  appraisal  process or
          obtain the  Company's  lender's  approval,  the Closing  Date shall be
          within sixty (60) days of either  obtaining the appraisal or approval,
          as  applicable.  All rights of the CCMI Holder to the  Coastal  Credit
          Membership  Interest,  or to such lesser  Percentage  Interest thereof
          which  is  to be  redeemed,  except  for  the  right  to  receive  its
          redemption  price and  Deferral  Compensation,  if any, in  accordance
          herewith,  shall  cease  on  the  Closing  Date.  The  closing  of the
          redemption  sale shall  otherwise  comply  with the terms set forth in
          Section 12(c)(ii) below.

               iv. The purchase price for the Coastal Group Membership  Interest
          redeemed  pursuant  to this  Section  12(b)  shall be  payable  at the
          closing of the redemption sale in immediately  available funds. Unless
          one of the parties shall object as provided in  subsection  (v) below,
          the price  shall be five times the Net  Pre-Tax  Income of the Company
          (as  defined  in  Section  6 of this  Agreement)  for the four  fiscal
          quarters  immediately  preceding  the date of the  Section  12(b)  Put
          Notice,   multiplied  by  the  Percentage   Interest  in  the  Company
          represented by that portion of the Coastal Credit Membership  Interest
          subject to the redemption transaction.

               v. If either the  Company or the CCMI  Holder  delivers a written
          notice to the other  party on or before 30 days  after the date of the
          Section  12(b) Put Notice,  objecting to basing the purchase  price on
          the formula set forth in subsection (iv) above, the purchase price for
          the  Percentage  Interest to be redeemed shall be the then fair market
          value of such Percentage  Interest,  without application of a minority
          interest  discount,  blockage premium or any other adjustment based on
          the voting power represented by the Percentage Interest, as of the end
          of the calendar  month  immediately  preceding the date of the Section
          12(b) Put Notice,  as determined by appraisal in the following manner.
          The Company and the CCMI Holder shall in good faith attempt to jointly
          select a third party,  nationally  recognized,  independent  certified
          business appraiser  experienced in business  valuations to perform the
          appraisal.  If the parties  fail to agree on a single  appraiser,  the
          Company and the CCMI Holder shall each select an appraiser who will in
          turn select a third  independent  competent  appraiser,  and the third
          appraiser's  appraisal of such fair market value shall be  conclusive.
          If either  party has not served  written  notice on the other party of
          its  appointment  of an  appraiser  on or  before  30 days  after  the
          delivery of the objection notice, the first appraiser will be the only
          appraiser, and shall prepare the appraisal which will be conclusive on
          both parties. In the event the two appraisers are unable to agree on a
          third appraiser within fifteen (15) days after each party's  appraiser
          has been identified to the other party, each selected  appraiser shall
          prepare an appraisal,  and the average of such two appraisals shall be
          conclusive on both  parties.  The parties shall equally share the cost
          of all such  appraisals.


                                       10
<PAGE>

          All  appraisals  must  be  prepared  on or  before  30 days  after  an
          appraiser has been instructed to prepare an appraisal.

               vi. If the CCMI Holder exercises the Five Year  Unconditional Put
          Right for more than fifty  percent  (50%) of the  Percentage  Interest
          represented by the Coastal Credit Membership Interest then held by the
          CCMI Holder, then such action shall be deemed, at the Company's option
          after  discussion  with  Executive  of his  desires  to  remain  as an
          employee of the Company,  termination  of  Executive's  employment  by
          Executive without Good Reason.

               vii. If the Company's  redemption of the Coastal Group Membership
          Interest  pursuant  to this  Section  12(b)  is  delayed  because  the
          Company's lender has not consented to the redemption, then the Company
          shall   pay   Executive   additional   compensation   (the   "Deferral
          Compensation")  under Section 6 or 11 above,  as applicable,  from the
          date which is sixty (60) days after the date of the Section  12(b) Put
          Notice until the date of the Company's Release Notice (as such term is
          defined in Section 12(c)(iii) below). The Deferral  Compensation shall
          be payable  monthly to coincide with payment dates under the Company's
          normal payroll practices,  and shall be calculated as follows: (x) the
          percentage rate equal to the weighted  average annual interest rate on
          all  privately-held  subordinated  debentures  and notes issued by the
          Company and  outstanding  on the date of the Section 12(b) Put Notice,
          which  shall be weighted  based on the  respective  principal  amounts
          outstanding,  (y)  divided  by  twelve,  and  (z)  multiplied  by  the
          redemption price determined in paragraph 12(b)(iv) or (v), as the case
          may be. The  Deferral  Compensation  shall be  adjusted to reflect any
          partial months during the payment period.

          (c) Executive's Other Put Options.

               i. To the extent  permitted  under  applicable law and subject to
          the  provisions  of any  agreement  with the  Company's  lenders,  the
          bring-along rights set forth in the Operating Agreement,  or the terms
          of any other  agreement  approved  in writing by  McKnight or the CCMI
          Holder,  in the event the Initial Term  Unconditional Put Right is not
          exercised,  and only in such  event,  the CCMI  Holder  shall have the
          right,  at its sole  option and  election,  to require  the Company to
          redeem all,  but not less than all, of the Coastal  Credit  Membership
          Interest  at  the  redemption  price  calculated  in  accordance  with
          Schedule A hereto, in the following events:

                    (1) the  Company's  termination  of  Executive's  employment
               without Cause;

                    (2) the Executive's Retirement, Disability or death;

                                       11
<PAGE>

                    (3) the Executive's  termination of his employment with Good
               Reason;

                    (4) the  termination  of this  Agreement  by  reason  of the
               Company's notice of non-renewal; or

                    (5) a dissenting  vote by the CCMI Holder as a Member of the
               Company under Section 3.1 of the Operating Agreement.

          ii. The CCMI  Holder  may  exercise  its right to  require  redemption
     pursuant to this Section 12(c) by delivering  written notice to the Company
     at  its  principal  office  within  sixty  (60)  days  after  the  Date  of
     Termination,  stating that the CCMI Holder elects to require the Company to
     redeem  all,  but not less  than  all,  of the  Coastal  Credit  Membership
     Interest in  accordance  with the  provisions  of this  Section  12(c) (the
     "Section 12(c) Put Notice").  Unless deferred  pursuant to subsection (iii)
     below, the closing of the redemption sale shall take place at the Company's
     offices,  or at such other  place as the  Company  and the CCMI  Holder may
     agree, and at a time (during ordinary business hours) and date fixed by the
     Company (the "Closing Date"), but in any event within sixty (60) days after
     receipt of the Section 12(c) Put Notice.

At the closing of such  redemption  sale,  the Company shall deliver to the CCMI
Holder,  in immediately  available  funds,  the redemption price for the Coastal
Credit Membership  Interest and the CCMI Holder shall deliver to the Company the
certificates)  (if any)  representing  the Coastal  Credit  Membership  Interest
and/or such other documents of assignment as the Company  reasonably  determines
are  necessary  to  consummate  the  redemption  and  to  demonstrate  that  the
certificates and the Coastal Credit Membership Interest  represented thereby are
free  and  clear  of  any  lien,  claim  or  encumbrance  thereon,   except  for
restrictions under the Operating Agreement. All rights of the CCMI Holder to the
Coastal  Credit  Membership  Interest,  except  for the  right  to  receive  its
redemption  price  and the  Put  Deferral  Compensation,  if  any,  therefor  in
accordance herewith, shall cease on the Closing Date.

          iii. In the event that the  Company  cannot  redeem the Coastal  Group
     Membership  Interest  because  of  restrictions  in an  agreement  with the
     Company's  lenders,  then the Company shall promptly advise the CCMI Holder
     of such  restrictions,  and shall also deliver  written  notice to the CCMI
     Holder of the  expiration  or waiver of such  restrictions  within ten days
     after it learns of the same (the "Release Notice").  The Company's delivery
     of the Release Notice pursuant to this  subsection  shall be treated as the
     delivery of a Section 12(c) Put Notice in accordance with Section 12(c)(ii)
     above for the purpose of  establishing  the Closing Date for the redemption
     sale,  and the Company shall  thereafter  be required to purchase,  and the
     CCMI  Holder  shall be  required  to sell,  the  Coastal  Group


                                       12
<PAGE>

     Membership Interest in accordance with the provisions of Section 12(c)(ii).
     The  redemption  price  thereof  shall be the same as that which would have
     been paid  pursuant  to Schedule A hereof if such  redemption  had not been
     delayed.

          iv.  If the  Company's  redemption  of the  Coastal  Group  Membership
     Interest  pursuant to this Section 12(c) is delayed  pursuant to subsection
     (iii) above, the Company shall pay Executive additional  compensation under
     Section 11 above (or,  in the event of the  exercise  of a put  pursuant to
     Section   12(c)(1)(E)   above  which  is  not  accompanied  by  Executive's
     termination  of  employment  with the  Company,  under  Section  6  above),
     commencing  sixty (60) days from the date of the  Company's  receipt of the
     CCMI Holder's Put Notice (the "Deferral  Commencement Date") until the date
     of the Company's Release Notice (the "Put Deferral Compensation").  The Put
     Deferral  Compensation  shall be payable  monthly to coincide  with payment
     dates under the Company's normal payroll practices, and shall be calculated
     from the  Deferral  Commencement  Date  until  such a date  that is six (6)
     months from that date (the "Initial  Penalty  Period") as follows:  (x) the
     percentage  rate equal to the weighted  average annual interest rate on all
     privately-held  subordinated debentures and notes issued by the Company and
     outstanding  on the Date of  Termination,  which shall be weighted based on
     the respective  principal amounts  outstanding,  (y) divided by twelve, and
     (z)  multiplied  by the  redemption  price  payable  pursuant to Schedule A
     hereof.  If the Release  Notice is not received on or before the expiration
     of the Initial  Penalty  Period,  then from the end of the Initial  Penalty
     Period  until a date that is six (6)  months  after the end of the  Initial
     Penalty  Period  (the  "Secondary   Penalty  Period"),   the  Put  Deferral
     Compensation   shall  be  calculated  by  increasing  the  percentage  rate
     determined in (x) above by four percent (4%). If the Release  Notice is not
     received on or before the secondary  Penalty  Period,  then from the end of
     the  Secondary  Penalty  Period,  the Put  Deferral  Compensation  shall be
     calculated by increasing the percentage  rate  determined in (x) above,  by
     eight  percent  (8%).  The Put Deferral  Compensation  shall be adjusted to
     reflect any partial months during the payment period.

          v. From and after  the  Company's  receipt  of the CCMI  Holder's  Put
     Notice under this Section 12(c),  the Company  agrees to indemnify,  defend
     and hold harmless the Executive from and against any loss, claims, damages,
     expenses,  liabilities  or costs  (including  reasonable  attorneys'  fees)
     (collectively,  "Claims")  suffered  or incurred  by the  Executive  in his
     capacity as  Guarantor  under that  Limited  Guaranty  made by Executive to
     General Electric Capital Corporation in connection with that Assumption and
     Amendment  Agreement #2 dated of even date herewith among GECC, the Company
     and certain  Coastal  Group  Members;  provided,  that  Executive  delivers
     written  notice of any Claim to the Company within 10 days of his incurring
     or suffering the same.

                                       13
<PAGE>

          (d)   Company's   Call   Options.   In  the  event  the  Initial  Term
     Unconditional Put Right has not been exercised, and only in such event, the
     Company shall have the right,  at its sole option and  election,  to redeem
     all, but not less than all, of the Coastal Credit Membership  Interest held
     by the CCMI Holder at the redemption  price  calculated in accordance  with
     Schedule A hereto, in the following events: (i) the Executive's termination
     of his  employment  for any  reason  except  for Good  Reason;  or (ii) the
     Company's termination of Executive's  employment for Cause. The Company may
     exercise its redemption right by delivering  written notice to Executive on
     or before sixty (60) days after the Date of  Termination,  stating that the
     Company  elects to redeem all, but not less than all, of the Coastal Credit
     Membership Interest in accordance with the provisions of this Section.  The
     closing of the  redemption  sale shall  take place in  accordance  with the
     terms set forth in Section  12(c)  above.  All rights of the CCMI Holder to
     the Coastal Credit Membership Interest, except for the right to receive its
     redemption  price  therefor  in  accordance  herewith,  shall  cease on the
     Closing Date.

     Executive,  as sole equity owner of Coastal Credit and any Affiliate  which
     may hold the Coastal Credit Membership Interest, shall cause Coastal Credit
     or any such  Affiliate  to comply with the  provisions  of this Section 12.
     Executive  represents  and warrants to the Company that, for as long as the
     CCMI Holder is a Member of the  Company,  he will not transfer any interest
     or issue additional  securities in such CCMI Holder to a third party unless
     he first obtains the Company's written consent thereto, which consent shall
     not be unreasonably withheld.

     13. Non-Compete;  Confidentiality.  Executive acknowledges and agrees that,
during  the  Term  hereof  and for a  period  of two  years  after  the  Date of
Termination  or expiration of the Term of this  Agreement,  he is subject to the
non-compete covenants set forth in Section 6(I) of the Asset Purchase Agreement.
Notwithstanding  the  foregoing or anything in any other  agreement  (written or
oral)  between  the  parties  to the  contrary,  if  Executive's  employment  is
terminated by the Company other than for Cause, by Executive for Good Reason, or
if  this  Agreement  is  terminated  by  reason  of  the  Company's   notice  of
non-renewal,  then Executive shall only be subject to the non-compete  covenants
set forth in Section  6(I) of the Asset  Purchase  Agreement  for as long as the
Company pays to Executive the salary and benefits set forth in this Agreement.

          (a) Except as provided in the next two sentences,  Executive covenants
     and agrees that all information,  knowledge or data of or pertaining to the
     Company or any of its  Affiliates,  or  pertaining to any other Person with
     which they or any of them may do business  during the Term and which is not
     generally known in the relevant trade or industry (and whether  relating to
     methods, merchandising,  processes, techniques, discoveries, pricing, sales
     practices,  marketing  or any  other  proprietary  matters)  (the  "Company
     Information") shall be kept secret and confidential at all times during and
     after the termination or expiration of this Agreement and shall not be used
     or divulged by him outside the


                                       14
<PAGE>

     scope of his employment as contemplated  by this  Agreement,  except as the
     Managers of the Company may  otherwise  expressly  authorize.  In the event
     that Executive is requested in a judicial,  administrative  or governmental
     proceeding  to disclose  any of the  Company  Information,  Executive  will
     promptly so notify the  Company so that the  Company may seek a  protective
     order at the  Company's  expense or other  appropriate  remedy and/or waive
     compliance with this Agreement. If such protective order or other remedy is
     not  obtained or the Company  waives  compliance  with this  Agreement  and
     disclosure  of any of the Company  Information  is required,  Executive may
     furnish  the  material  so required to be  furnished,  but  Executive  will
     furnish  only that  portion  of the  Company  Information  which is legally
     required and will exercise his best efforts to obtain a protective order or
     other reliable  assurance that confidential  treatment will be accorded the
     Company Information furnished.

     14.  Non-Solicitation/No-Hire.  Executive agrees and acknowledges  that the
services of Executive  pursuant to this Agreement are unique and  extraordinary,
and that the Company and its Affiliates will be dependent upon Executive for the
development and growth of their business and related  functions.  If Executive's
employment with the Company is terminated for any reason,  Executive agrees, for
a period of two years  following  the Date of  Termination  or expiration of the
Term of this Agreement,  not to conduct or participate  (directly or indirectly,
including through one or more Affiliates) in:

          (a) Hiring, attempting to hire or assisting any other Person in hiring
     or attempting to hire, or inducing to leave the employ of the Company,  any
     employee  or officer of the  Company,  or any person who was an employee or
     officer of the Company  within the  six-month  period  prior to the Date of
     Termination or expiration of the Term of this Agreement; provided, however,
     that Executive may seek to hire Nina White, if she is still employed by the
     Company,  at any time after six months following the Date of Termination or
     expiration of the Term of this Agreement;

          (b)  Soliciting  the business on behalf of himself or any other person
     with respect to a  Competitive  Business (as defined in Section  6(H)(1) of
     the Asset  Purchase  Agreement)  of the Company or Regions First of either:
     (i) any  vehicle  dealers  who were  clients of the  Company or the Coastal
     Group  during  the  12-month  period  prior to the Date of  Termination  (a
     "Specific Client");  or (ii) any Person whose business Executive (on behalf
     of the Company or  otherwise)  solicited  by multiple  contacts  during the
     six-month  period prior to the Date of Termination (a "Specific  Contact");
     or

          (c) Any activity for any Specific Client or Specific  Contact which is
     the same as or  similar to those  activities  Executive  performed  for the
     Company during the three-year period prior to the Date of Termination.

     Executive  agrees that if Executive acts in violation of this Section,  the
number of days  Executive is in such  violation  will be added to any periods of
limitation on Executive's  activities  specified herein. In addition,  Executive
agrees  that  during the  duration  of this


                                       15
<PAGE>

Agreement  and  during  the  period  of  limitation  on  Executive's  activities
specified in this Section,  Executive shall promptly  deliver a true and correct
copy of this  Agreement  to any  prospective  employer  or  business  partner of
Executive.

     15.  Monies  Owed to the  Company.  Upon  the  termination  of  Executive's
employment with the Company,  Executive hereby  authorizes the Company to deduct
from  Executive's  final  wages or other  monies due to  Executive  all debts or
financial obligations owed to the Company by Executive.

     16.  Remedies.  Executive  understands  and agrees that the Company will be
irreparably  damaged in the event that  Sections 13 or 14 of this  Agreement are
violated.  Executive  agrees that the Company  shall be entitled (in addition to
any  other  remedy  to  which it may be  entitled,  at law or in  equity)  to an
injunction  to  redress  breaches  of such  Sections  of this  Agreement  and to
specifically enforce the terms and provisions thereof.

     17. Successors and Assigns. This Agreement is a personal contract,  and the
rights  and  interests  of  Executive  hereunder  and under the awards and plans
referred to herein may not be sold, transferred,  assigned, pledged, encumbered,
or hypothecated  by him, except as may be expressly  permitted by the provisions
of such  awards or plans and that  payments  due  Executive  hereunder  shall be
payable to his heirs or fiduciaries  upon his death.  Except as may be expressly
provided otherwise herein,  this Agreement shall be binding upon the Company and
inure to the benefit of the Company and its  Affiliates,  and its successors and
assigns,  including  (but not limited to) any  corporation or other entity which
may acquire all or substantially all of the Company's assets or business or into
or with which the Company or an Affiliate may be consolidated or merged.

     18. Jurisdiction and Governing Law. Any controversy or claim arising out of
or relating to this  Agreement,  or any breach  thereof shall be governed by and
construed in accordance with the laws of the  Commonwealth of Virginia,  without
giving effect to principles of conflicts of laws thereof.

     19. Entire Agreement.  This Agreement, the Asset Purchase Agreement and the
Operating  Agreement contain all the  understandings  between the parties hereto
pertaining to the matters referred to herein, and supersede all undertakings and
agreements,  whether  oral or in writing,  previously  entered into by them with
respect  thereto;  Company  and  Executive  are not  relying  on any such  prior
agreements or understandings in entering into this Agreement. No representations
or warranties of any kind or nature  relating to the Company or any Affiliate or
their respective businesses,  assets, liabilities,  operations,  future plans or
prospects  have been made by or on behalf of the  Company  or any  Affiliate  to
Executive, nor have any representations or warranties of any kind or nature been
made by Executive to the Company or any Affiliate.

     20. Amendment or Modification,  Waiver.  No provision of this Agreement may
be amended or waived  unless such  amendment  or waiver is agreed to in writing,
signed by Executive and by a duly authorized  officer of the Company.  No waiver
by any party hereto of any breach by another  party  hereto of any  condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same time, any
prior time or any subsequent time.

                                       16
<PAGE>

     21.  Notices.  Any notice to be given  hereunder  shall be in  writing  and
delivered  personally or by overnight courier or sent by registered or certified
mail,  postage  prepaid,  return  receipt  requested,  addressed  to  the  party
concerned at the address  indicated below or to such other address as such party
may subsequently give notice of hereunder in writing:

                           To:
                           William. E. McKnight
                           2442 Ship's Watch Court
                           Virginia Beach, Virginia 23451

                           With a copy to:

                           Mr. Thomas R. Frantz
                           Clark & Stant, P.C.
                           One Columbus Center
                           Virginia Beach, Virginia 23462
                           Facsimile: (757) 473-0395

                           To:

                           Coastal Acquisition, L.L.C.
                           81 Butternut Lane
                           Basking Ridge, New Jersey 07920-3303
                           Attention: Michael G. Stout
                           Facsimile: (908) 204-9277

                           With a copy to:

                           Lord, Bissell & Brook
                           115 South LaSalle Street
                           Chicago, Illinois 60603
                           Attention: Louis E. Rosen
                           Facsimile: (312) 443-0336

Any notice delivered personally shall be deemed given on the date delivered, any
notice  transmitted  by fax machine  shall be deemed  delivered  upon receipt of
confirmation  of fax  transmission,  any notice  delivered by overnight  courier
shall be deemed given the day after deposit with a courier,  and any notice sent
by registered or certified  mail,  postage  prepaid,  return receipt  requested,
shall be deemed given three days after mailing.

     22. Severability.  If any provision of this Agreement or the application of
any such  provision to any party or  circumstances  shall be  determined  by any
court of competent  jurisdiction to be invalid and  unenforceable to any extent,
the remainder of this  Agreement or the  application  of such  provision to such
person or  circumstances  other  than those to which it is so  determined  to be
invalid and  unenforceable,  shall not be affected  thereby,  and each provision
hereof shall be validated and shall be enforced to the fullest extent  permitted
by law.

                                       17
<PAGE>

     23.  Survivorship.  The  respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.

     24. Headings.  All descriptive  headings of sections and paragraphs in this
Agreement  are  intended  solely  for  convenience,  and no  provision  of  this
Agreement  is to be  construed  by  reference  to the  heading of any section or
paragraph.

     25. Withholding Taxes. All payments to Executive under this Agreement shall
be reduced by any applicable federal, state or city withholding taxes.

     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed  an  original  and all of  which  together  shall  be one  and  the  Same
agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                     COASTAL ACQUISITION, L.L.C.



                                     By: /s/ Michael G. Stout
                                        ----------------------------------------
                                         Michael G. Stout, Manager


                                        /s/ William E. McKnight
                                        ----------------------------------------
                                        William E. McKnight




                                       18