<Page>

                                                                    EXHIBIT 10.6

                                                                  EXECUTION COPY

                                  $150,000,000

                           WAREHOUSE LENDING AGREEMENT

                          Dated as of January 30, 1998

                                     between

                          LONG BEACH ACCEPTANCE CORP.,
                                  as Borrower,

                                       and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                    as Lender



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                                TABLE OF CONTENTS

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                      ARTICLE I. DEFINITIONS; CONSTRUCTION

Section 1.01 DEFINITIONS ....................................................  1
Section 1.02 ACCOUNTING TERMS AND DETERMINATIONS ............................ 19
Section 1.03 OTHER DEFINITIONAL TERMS ....................................... 19

                   ARTICLE II. AMOUNT AND TERMS OF THE LOANS

Section 2.01 THE LOANS ...................................................... 19
Section 2.02 THE NOTE ....................................................... 20
Section 2.03 MAKING THE LOANS ............................................... 21
Section 2.04 USE OF INITIAL PROCEEDS ........................................ 21

                     ARTICLE III. INTEREST, PAYMENTS, ETC.

Section 3.01 INTEREST ON THE LOANS .......................................... 21
Section 3.02 OPTIONAL PREPAYMENTS ........................................... 21
Section 3.03 MANDATORY REPAYMENTS AND PREPAYMENTS ........................... 22
Section 3.04 FUNDS; MANNER OF PAYMENT ....................................... 23
Section 3.05 DEFAULT INTEREST ............................................... 23
Section 3.06 REQUIREMENTS OF LAW ............................................ 23
Section 3.07 INDEMNITY ...................................................... 24
Section 3.08 ILLEGALITY; SUBSTITUTED INTEREST RATES ......................... 24
Section 3.09 APPLICATION OF PAYMENTS ........................................ 25
Section 3.10 APPLICATION OF PAYMENTS, ESTABLISHMENT OF LOCKBOXES,
             LOCKBOX ACCOUNT, COLLECTION ACCOUNT AND PAYAHEAD ACCOUNT ....... 25
Section 3.11 COLLECTIONS .................................................... 27
Section 3.12 APPLICATION OF COLLECTIONS BY BORROWER ......................... 27
Section 3.13 STATEMENTS TO LENDER ........................................... 28
Section 3.14 PAYAHEADS ...................................................... 28
Section 3.15 ADDITIONAL DEPOSITS ............................................ 28
Section 3.16 TAXES .......................................................... 28

                ARTICLE IV. CONDITIONS TO CLOSING AND THE LOANS

Section 4.01 CONDITIONS PRECEDENT TO THE CLOSING ............................ 29
Section 4.02 CONDITIONS PRECEDENT TO ALL LOANS .............................. 32


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                   ARTICLE V. REPRESENTATIONS AND WARRANTIES

Section 5.01 ORGANIZATION ................................................... 33
Section 5.02 POWER AND AUTHORITY ............................................ 33
Section 5.03 AUTHORIZATION OF BORROWING ..................................... 33
Section 5.04 AGREEMENT BINDING . ............................................ 34
Section 5.05 COMPLIANCE WITH LAW ............................................ 34
Section 5.06 CONSENTS ....................................................... 34
Section 5.07 LITIGATION ..................................................... 34
Section 5.08 FINANCIAL STATEMENTS ........................................... 34
Section 5.09 OTHER OBLIGATIONS .............................................. 35
Section 5.10 REGULATION G ................................................... 35
Section 5.11 INVESTMENT COMPANY ACT, ETC. ................................... 35
Section 5.12 CHIEF EXECUTIVE OFFICE ......................................... 35
Section 5.13 COLLATERAL SECURITY ............................................ 35
Section 5.14 OWNERSHIP OF PROPERTIES ........................................ 36
Section 5.15 FULL DISCLOSURE ................................................ 36
Section 5.16 ERISA .......................................................... 36
Section 5.17 THE SECURITY AGREEMENT, ETC .................................... 36
Section 5.18 ELIGIBLE CONTRACTS ............................................. 36
Section 5.19 INSURANCE ...................................................... 36
Section 5.20 OWNERSHIP OF BORROWER .......................................... 36
Section 5.21 FINANCIAL CONDITION ............................................ 37

                       ARTICLE VI. AFFIRMATIVE COVENANTS

Section 6.01 NOTICE OF DEFAULTS, ETC. ....................................... 37
Section 6.02 TAXES .......................................................... 37
Section 6.03 SEPARATE EXISTENCE; NO COMMINGLING ............................. 37
Section 6.04 FINANCING STATEMENTS ........................................... 37
Section 6.05 BOOKS AND RECORDS; OTHER INFORMATION ........................... 37
Section 6.06 PAYMENT OF FEES AND EXPENSES ................................... 38
Section 6.07 CONTINUITY OF BUSINESS AND COMPLIANCE WITH AGREEMENT ........... 38
Section 6.08 FINANCIAL STATEMENTS AND ACCESS TO RECORDS ..................... 38
Section 6.09 FINANCIAL CONDITION ............................................ 39
Section 6.10 LITIGATION MATTERS ............................................. 39
Section 6.11 FULFILLMENT OF OBLIGATIONS ..................................... 39
Section 6.12 NOTICE OF CHANGE OF CHIEF EXECUTIVE OFFICE ..................... 39
Section 6.13 COMPLIANCE WITH LAWS, ETC ...................................... 39
Section 6.14 BORROWING BASE CERTIFICATES .................................... 39
Section 6.15 MONTHLY REPORTING REQUIREMENTS ................................. 40


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                        ARTICLE VII. NEGATIVE COVENANTS

Section 7.01 ADVERSE TRANSACTIONS ........................................... 40
Section 7.02 GUARANTIES ..................................................... 40
Section 7.03 LIENS .......................................................... 40
Section 7.04 INVESTMENTS; DIVIDENDS ......................................... 40
Section 7.05 LOANS; CAPITAL STRUCTURE; AFFILIATES ........................... 40

                       ARTICLE VIII. EVENTS OF DEFAULT

Section 8.01 EVENTS OF DEFAULT .............................................. 41
Section 8.02 REMEDIES OF DEFAULT ............................................ 44

             ARTICLE IX. ADMINISTRATION AND SERVICING OF CONTRACTS

Section 9.01 ADMINISTRATION AND SERVICING OF CONTRACTS ...................... 45
Section 9.02 COLLECTION AND ALLOCATION OF CONTRACT PAYMENTS ................. 45
Section 9.03 REALIZATION UPON CONTRACTS ..................................... 46
Section 9.04 PHYSICAL DAMAGE INSURANCE ...................................... 46
Section 9.05 MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES ......... 46
Section 9.06 COVENANTS OF BORROWER RELATING TO SERVICING .................... 46
Section 9.07 CUSTODY OF CONTRACT FILES ...................................... 47
Section 9.08 SAFEKEEPING .................................................... 47
Section 9.09 CUSTODIAN TO HOLD LEGAL FILES .................................. 47
Section 9.10 QUARTERLY STATEMENTS AS TO COMPLIANCE: NOTICE OF DEFAULT ....... 47
Section 9.11 ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT ........ 48
Section 9.12 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
             CONTRACTS ...................................................... 48
Section 9.13 SERVICING AND OTHER EXPENSES ................................... 48
Section 9.14 APPOINTMENT OF SUB-SERVICER .................................... 48
Section 9.15 PROTECTION OF TITLE TO CONTRACTS ............................... 49

                            ARTICLE X. MISCELLANEOUS

Section 10.01 SET-OFF ....................................................... 50
Section 10.02 AMENDMENTS, WAIVERS, ETC. ..................................... 50
Section 10.03 NO WAIVER; REMEDIES CUMULATIVE ................................ 50
Section 10.04 PAYMENT OF EXPENSES, INDEMNITY, ETC. .......................... 50
Section 10.05 HEADINGS DESCRIPTIVE .......................................... 52
Section 10.06 SEVERABILITY .................................................. 52
Section 10.07 ENTIRE AGREEMENT .............................................. 52
Section 10.08 BINDING EFFECT ................................................ 52
Section 10.09 SURVIVAL ...................................................... 52
Section 10.10 GOVERNING LAW, ETC., WAIVER OF TRIAL BY JURY .................. 52


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Section 10.11 NOTICE ........................................................ 53
Section 10.12 COUNTERPARTS .................................................. 54
Section 10.13 MERGER OR CONSOLIDATION ....................................... 54
Section 10.14 FUTURE ASSURANCES ............................................. 54
Section 10.15 ASSIGNABILITY ................................................. 54


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SCHEDULES

     SCHEDULE A    Eligible State Schedule ................................ SA-1
     SCHEDULE B    Representations and Warranties of Borrower with Respect
                   to the Contracts ....................................... SB-1
     SCHEDULE C    Location of Contract Files and Legal Files ............. SC-1
     SCHEDULE D    Lockbox Schedule ....................................... SD-1
     SCHEDULE E    Schedule of Insurance Policies ......................... SE-1

EXHIBITS

     EXHIBIT A     FORM OF AMC GUARANTEE ..................................  A-1
     EXHIBIT B     FORM OF BORROWING BASE CERTIFICATE .....................  B-1
     EXHIBIT C     FORM OF CUSTODY RECEIPT OF BORROWER ....................  C-1
     EXHIBIT D     FORM OF DEALER AGREEMENT ...............................  D-1
     EXHIBIT E     DOCUMENTATION CHECKLIST ................................  E-1
     EXHIBIT F     FORM OF CONTRACT .......................................  F-1
     EXHIBIT G     PAYMENT APPLICATION PROCEDURES .........................  G-1
     EXHIBIT H     PAYMENT DEFERMENT POLICY ...............................  H-1
     EXHIBIT I     FORM OF SALE NOTICE ....................................  I-1
     EXHIBIT J     PROGRAM GUIDELINES .....................................  J-1
     EXHIBIT K     FORM OF REMITTANCE CERTIFICATE .........................  K-1
     EXHIBIT L     FORM OF SECURITY AGREEMENT .............................  L-1
     EXHIBIT M     CBT WIRE TRANSFER INSTRUCTIONS .........................  M-1
     EXHIBIT N     FORM OF PROMISSORY NOTE ................................  N-1
     EXHIBIT O     NOTICE OF BORROWING ....................................  0-1
     EXHIBIT P     FORM OF OPINION OF COUNSEL TO BORROWER
                   AND AMC ................................................  P-1
     EXHIBIT Q     LONG BEACH ACCEPTANCE CORP. QUARTERLY
                   COMPLIANCE CERTIFICATE .................................  Q-1
     EXHIBIT R     LENDER WIRE TRANSFER INSTRUCTIONS ......................  R-1
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         WAREHOUSE LENDING AGREEMENT, dated as of January 30, 1998, between LONG
BEACH ACCEPTANCE CORP., a Delaware corporation ("BORROWER"), and GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation ("LENDER").

                            W I T N E S S E T H :

         WHEREAS, Borrower wishes to borrow certain sums from Lender hereunder
in order to purchase and/or originate certain motor vehicle retail installment
sale contracts; and

         WHEREAS, Lender is willing, upon the terms and conditions set forth
below, to lend such sums to Borrower.

         NOW THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                      ARTICLE I. DEFINITIONS; CONSTRUCTION

         SECTION 1.01 DEFINITIONS. As used herein, the following terms shall
have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):

         "ADVANCE RATE" means (i) with respect to Class 1 Eligible Contracts,
initially ninety five and one-half percent (95.5%), (ii) with respect to Class 2
Eligible Contracts, fifty percent (50%), and (iii) with respect to any
Ineligible Contract, zero percent (0%); PROVIDED, HOWEVER, with respect to Class
1 Eligible Contracts, if at any date of determination (a) the then applicable
Advance Rate is greater than or less than (b) the anticipated Net Securitization
Proceeds Percentage, then the Advance Rate with respect to Class 1 Eligible
Contracts shall be modified, as provided in Section 3.03(e), to such anticipated
Net Securitization Proceeds Percentage; PROVIDED, FURTHER, that the Advance Rate
with respect to Class 1 Eligible Contracts shall not exceed 96%.

         "ADVANCE RATE REDUCTION" means a reduction of the Advance Rate for any
Contract pursuant to the first proviso to the definition of "Advance Rate".

         "AFFILIATE" means, with respect to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, control of a Person
means the power, direct or indirect, (i) to vote 20% or more of the securities
having ordinary voting power for the election of directors of such Person or
(ii) to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.

         "AGREEMENT" means this Warehouse Lending Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof.

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         "AMC" means Ameriquest Mortgage Company, a Delaware corporation.

         "AMC GUARANTEE" means the guarantee in the form attached hereto as
Exhibit A, as amended, supplemented or otherwise modified from time to time.

         "AMOUNT AVAILABLE" means, with respect to a Remittance Date, the sum of
(i) all collections and proceeds received with respect to the Collateral during
the related Collection Period, from whatever source (including without
limitation all Scheduled Payments actually collected, prepayments, Liquidation
Proceeds, Recoveries, amounts transferred to the Collection Account from the
Payahead Account pursuant to Section 3.12(b), but excluding amounts deposited in
the Payahead Account), received with respect to the Contracts, and (ii) all
Investment Earnings deposited in the Collection Account pursuant to Section
3.10(d) and 3.15 on the related Payment Determination Date.

         "AMOUNT FINANCED" means the amount set forth in the underlying Contract
as the "Amount Financed".

         "APPLICABLE LIBOR RATE" means, as of any date of determination, for
each Loan the LIBOR Rate in effect on the Interest Rate Determination Date
immediately preceding such date of determination; PROVIDED that if such date of
determination is also an Interest Rate Determination Date, the Applicable LIBOR
Rate for such date shall be the LIBOR Rate as determined on such date.

         "AVAILABLE COMMITMENT" means, as of the date of determination thereof,
the amount by which the Commitment exceeds the Total Outstandings.

         "BANKRUPTCY CODE" means the law codified and enacted as Title 11 of the
United States Code, entitled "Bankruptcy" and any successor statute thereto, in
either case, as now or hereafter in effect.

         "BOARD" means the Board of Governors of the Federal Reserve System.

         "BORROWER" shall have the meaning set forth in the preamble hereof.

         "BORROWING" means a borrowing of a Loan on a Borrowing Date in a
minimum amount not less than the Minimum Borrowing Amount.

         "BORROWING BASE" means, at any date of determination, an amount equal
to the sum of (a) the product of (x) the then applicable Advance Rate for all
Class 1 Eligible Contracts and (y) the aggregate Principal Balance (as of the
close of business on the last day of the Collection Period immediately preceding
such date of determination (or for the first Collection Period, as of the
initial Cut-off Date)), of all Class 1 Eligible Contracts and (b) the product of
(x) the Advance Rate for the Class 2 Eligible Contracts and (y) the aggregate
Principal Balance (as of the close of business on the last day of the Collection
Period immediately preceding such date of


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determination (or for the first Collection Period, as of the initial Cut-off
Date) of all Class 2 Eligible Contracts; PROVIDED that, notwithstanding the
foregoing, as of any such date of determination, the Eligible Contracts that
shall be permitted to be included in the foregoing Borrowing Base calculation
shall be subject to the following limitations (unless otherwise consented to in
writing by Lender):

         (x)      no more than Fifteen Million Dollars ($15,000,000) of the
                  amount of the Borrowing Base shall be composed of Class 1
                  Eligible Contracts which are delinquent thirty (30)
                  consecutive days or more (but not delinquent more than one
                  hundred and nineteen (119) consecutive days) (in each case
                  calculated on the basis of a 360-day year of twelve 30-day
                  months) as of the last day of the Collection Period
                  immediately preceding such date of determination (or for the
                  first Collection Period, as of the initial Cut-off Date)
                  (after giving effect to the application of the applicable
                  Advance Rate to such Class 1 Eligible Contracts); and

         (y)      no more than Ten Million Dollars ($10,000,000) of the amount
                  of the Borrowing Base shall be composed of Class 2 Eligible
                  Contracts (after giving effect to the application of the
                  applicable Advance Rate to the Class 2 Eligible Contracts).

         "BORROWING BASE CALCULATION DATE" shall have the meaning set forth in
Section 6.14 hereof.

         "BORROWING BASE CERTIFICATE" means a borrowing base certificate
substantially in the form of Exhibit B hereto (as such Exhibit B may be amended,
supplemented or otherwise modified from time to time by the written consent of
Borrower and Lender).

         "BORROWING BASE DEFICIENCY" means, as of any date of determination, the
amount by which Total Outstandings exceeds the Borrowing Base for such day.

         "BORROWING DATE" means the date a Borrowing occurs hereunder.

         "BRIDGE FACILITY" means the Master Repurchase Agreement (September 1996
Version) dated as of October 9, 1997 between Lender and Borrower, as amended,
supplemented or otherwise modified from time to time.

         "BUSINESS DAY" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in the State of Connecticut, the State of New
Jersey or the State of Texas shall be authorized or obligated by law, executive
order, or governmental decree to be closed; PROVIDED, HOWEVER, with respect to
any action required to be taken solely by Borrower on a Business Day, a
"Business Day" shall not include any day on which Borrower's offices are closed
because of its regularly scheduled holiday. Any action required to be taken on a
day which falls on a day other than a Business Day shall be conducted on the
next Business Day.


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         "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

         "CBT" means Chase Bank of Texas, National Association (formerly known
as Texas Commerce Bank National Association), a national banking association,
and its successors in interest to the extent permitted under the Custody
Agreement.

         "CBT WAREHOUSE AGREEMENT" means the Senior Secured Auto Paper Credit
Agreement dated as of September 30, 1997 by and between Borrower, CBT and the
other lenders identified therein and any security agreement or loan document
executed in connection therewith, as amended, supplemented or otherwise modified
from time to time.

         "CBT WIRE TRANSFER AMOUNT" means, with respect to any Borrowing Date,
the amount designated as such in the related Notice of Borrowing and paid to CBT
on such Borrowing Date, at the direction of Borrower, by wire transfer of
immediately available funds as specified in the CBT Wire Transfer Instructions.

         "CBT WIRE TRANSFER INSTRUCTIONS" means the wire transfer instructions
attached hereto as Exhibit M, as such instructions may be amended from time to
time by written notice from Borrower to Lender.

         "CHARGED-OFF CONTRACT" means a defaulted Contract as to which the
Servicer has determined in good faith that all Recoveries, including Liquidation
Proceeds, which reasonably will be received with respect to such Contract have
been received.

         "CLASS 1 ELIGIBLE CONTRACTS" means, for any date of determination,
Eligible Contracts that are current or delinquent one hundred and nineteen (119)
consecutive days or less (calculated on the basis of a 360-day year of twelve
30-day months) as of the close of business on the last day of the Collection
Period immediately preceding such date of determination (or for the first
Collection Period, as of the initial Cut-off Date).

         "CLASS 2 ELIGIBLE CONTRACTS" means, for any date of determination,
Eligible Contracts that are delinquent one hundred twenty (120) consecutive days
or more, but not more than one hundred and seventy nine (179) consecutive days
(calculated on the basis of a 360-day year of twelve 30-day months) as of the
close of business on the last day of the Collection Period immediately preceding
such date of determination (or for the first Collection Period, as of the
initial Cut-off Date).

         "CLOSING DATE" means the date that all of the conditions precedent set
forth in Section 4.01 hereof have been fulfilled.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.


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         "COLLATERAL" shall have the meaning set forth in the Security
Agreement.

         "COLLECTION ACCOUNT" means the account designated as such, established
and maintained pursuant to Section 3.10(c).

         "COLLECTION PERIOD" means, in respect of a Remittance Date, the
calendar month preceding the month in which such Remittance Date occurs.

         "COMMITMENT" shall have the meaning set forth in Section 2.01 hereof.

         "COMMITMENT PERIOD" means the period commencing with the Closing Date
and ending on the Business Day immediately preceding the Termination Date.

         "COMMONLY CONTROLLED ENTITY" means, as to any Person, an entity,
whether or not incorporated, which is under common control with such Person
within the meaning of Section 4001 of ERISA or is part of a group which
includes such Person and which is treated as a single employer under Section
414 of the Internal Revenue Code of 1986, as amended from time to time.

         "CONTRACT" means any retail installment sale contract executed by an
Obligor in respect of a Financed Vehicle, (a) under which the portion of a
payment allocable to interest and the portion allocable to principal is
determined in accordance with the Simple Interest Method, the "actuarial", the
"sum of the period balances" or the "sum of the monthly balances" method (or any
equivalent method) and (b) (i) identified on a schedule delivered to Lender (in
electronic format or hard copy substantially in the form of such schedule
delivered on the Closing Date), (ii) which is subject the security interest of
the Lender under the Security Agreement and (iii) which has not been released
from the Lien of Lender as provided in Section 11 (b) of the Security Agreement.

         "CONTRACT FILES" means, with respect to any Contract and the related
Financed Vehicle, each of the following documents:

                  (a) a copy of the fully executed original of the Contract and
         any related dealer assignment;

                  (b) a copy of the original credit application fully executed
         by the Obligor;

                  (c) a copy of the Lien Certificate or such documents that
         Borrower shall keep on file, in accordance with its customary
         procedures, evidencing the security interest of Borrower in the
         Financed Vehicle;

                  (d) all other documents listed on the Documentation Checklist
         in effect on the Borrowing Date relating to such Contract, except that
         the Contract Files shall contain a copy of those documents the original
         of which constitutes a part of the Legal File; and


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                  (e) any and all other documents that Borrower shall keep on
         file, in accordance with its customary procedures, relating to a
         Contract, an Obligor or a Financed Vehicle.

         "CUSTODIAN" means CBT, in its capacity as custodian under the Custody
Agreement, and its successors and assigns consented to by Lender.

         "CUSTODY AGREEMENT" means the Custody Agreement, dated as of October
30, 1995, by and among Borrower, Lender and Custodian, providing for the custody
of the Legal Files, as may be amended, supplemented or otherwise modified from
time to time.

         "CUSTODY RECEIPT" means, as applicable, a confirmation of receipt by
(i) Borrower of the items to be included in the Contract Files for each Contract
to be pledged to Lender under the Security Agreement, substantially in the form
of Exhibit C hereto or (ii) the Custodian of the items to be included in the
Legal Files for each Contract to be pledged to Lender under the Security
Agreement, substantially in the form of Exhibit A to the Custody Agreement.

         "CUT-OFF DATE" means, in respect of any Contract, the related Borrowing
Date or such other date as may be specified in the related Notice of Borrowing.

         "DEALER" means the dealer who sold a Financed Vehicle to an Obligor and
who originated and assigned the Contract relating to such Financed Vehicle to
Borrower under an existing Dealer Agreement between such Dealer and Borrower,
and any successor to such Dealer.

         "DEALER AGREEMENT" means any agreement between Borrower and a Dealer
with respect to the origination of Contracts, substantially in the form attached
hereto as Exhibit D or such other form as shall be approved by Lender, which
approval shall not be unreasonably withheld.

         "DEALER RECOURSE" means, with respect to any Contract, all rights
arising under the related Dealer Agreement or otherwise against the Dealer which
originated such Contract.

         "DEALER TITLE ADDENDUM" means, with respect to each Contract as to
which the Dealer Title Guaranty, if applicable, is included in the related
Dealer Agreement, a schedule of Dealers delivered to Custodian listing all
Dealers for which the Dealer Title Guaranty is included in the related Dealer
Agreement.

         "DEALER TITLE GUARANTY" means, where, for reasons that are
reasonably acceptable to Borrower, the relevant Dealer is temporarily unable
to furnish a Lien Certificate, a written guaranty of such Dealer (which may
be included in the related Dealer Agreement if so indicated on the Dealer
Title Addendum); each of such documents having been signed where required by
the Dealer in the appropriate spaces, and with all blanks properly filled in
and otherwise correctly prepared.

         "DEFAULT" means any condition, act or event which, with notice or lapse
of time or both, would constitute an Event of Default.


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         "DOCUMENTATION CHECKLIST" means the Documentation Checklist attached
hereto as Exhibit E, as the same may be amended from time to time with the prior
written consent of Lender, such consent not to be unreasonably withheld.

         "DOLLAR" and the sign "$" means lawful money of the United States of
America.

         "ELIGIBLE CONTRACTS" means all Contracts other than Ineligible
Contracts.

         "ELIGIBLE DEPOSIT ACCOUNT" means either (a) a segregated account with
an Eligible Institution, or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories that signifies
investment grade.

         "ELIGIBLE INSTITUTION" means (a) the corporate trust department of CBT,
so long as it shall be acceptable to Lender or (b) a depository institution
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any domestic branch of a foreign
bank), which (i) has either (A) a long-term unsecured debt rating of AAA or
better by Standard & Poor's and Aaa or better by Moody's or (B) a certificate of
deposit rating of A-1+ by Standard & Poor's and P-1 or better by Moody's, or any
other long-term, short-term or certificate of deposit rating acceptable to
Lender and (ii) whose deposits are insured by the FDIC. If so qualified, CBT may
be considered an Eligible Institution for the purposes of clause (b) of this
definition.

         "ELIGIBLE INVESTMENTS" means book-entry securities, negotiable
instruments or securities, having a maturity date as specified in Section
3.10(d), represented by instruments in bearer or registered form which evidence:

                  (i) Direct obligations of, and obligations fully guaranteed as
         to timely payment by, the United States of America;

                  (ii) Demand deposits, time deposits or certificates of deposit
         of any depository institution or trust company incorporated under the
         laws of the United States of America or any state thereof (or any
         domestic branch of a foreign bank) and subject to supervision and
         examination by federal or state banking or depository institution
         authorities; PROVIDED, HOWEVER, that at the time of the investment or
         contractual commitment to invest therein, the commercial paper or other
         short-term unsecured debt obligations (other than such obligations the
         rating of which is based on the credit of a Person other than such
         depository institution or trust company) thereof shall have a
         short-term credit rating of A-1+ or better by S&P and P-1 or better
         from Moody's;

                  (iii) Commercial paper having, at the time of the investment
         or contractual


                                       7
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         commitment to invest therein, a rating from Moody's of P-1 or better
         and a rating of A-1+ or better from S&P;

                  (iv) Investments in money market funds having a rating from
         Moody's in the highest investment category granted thereby and a rating
         of AAA from S&P;

                  (v) Demand deposits, time deposits and certificates of deposit
         that are fully insured by the FDIC;

                  (vi) Bankers' acceptances issued by any depository institution
         or trust company referred to in clause (ii) above;

                  (vii) Repurchase obligations with respect to any security that
         is a direct obligation of, or fully guaranteed by, the United States of
         America or any agency or instrumentality thereof the obligations of
         which are backed by the full faith and credit of the United States of
         America, in either case entered into with a depository institution or
         trust company (acting as principal) described in clause (ii) above; and

                  (viii) Any other investments approved in writing by Lender.

         "ELIGIBLE STATE" means any state or other jurisdiction listed in
Schedule A, and any other state or jurisdiction approved by Lender, which
approval shall be deemed to have been granted by Lender upon Borrower's delivery
to Lender of a request to add such additional state(s) and, with respect to any
state or jurisdiction in which Contracts comprising ten percent (10%) or more of
the value of the Collateral (but only such Collateral that consists of
Contracts) have been originated, delivery of (a) an Opinion of Counsel, who may
be an employee of or counsel to Borrower, in form and substance satisfactory to
Lender, to the effect that Borrower has all necessary licenses and approvals to
originate and service Contracts originated in such other state or jurisdiction
and (b) an Opinion of Counsel, who shall not be an employee of or counsel to
Borrower, in form and substance satisfactory to Lender (i) with respect to the
method of perfecting a security interest in the Financed Vehicles securing
Contracts originated in such other state or jurisdiction, and (ii) as to such
other matters as Lender shall reasonably request unless within five (5) Business
Days of such delivery Lender has advised Borrower that the form or substance of
such request or required opinion(s) is not in compliance with the requirements
of this Agreement.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EVENT OF DEFAULT" shall have the meaning set forth in Section 8.01
hereof.

         "FDIC" means the Federal Deposit Insurance Corporation.

         "FINANCED VEHICLE" means a new or used automobile, van, sport utility
vehicle or light-duty truck, together with all accessions thereto, securing an
Obligor's indebtedness under the


                                       8
<Page>

related Contract.

         "FORMS OF CONTRACT" means the forms of Contract attached hereto as
Exhibit F, as such forms may be amended from time to time with prior notice to
Lender; PROVIDED, however, that upon the reasonable request of Lender, Borrower
shall deliver an Opinion of Counsel (who shall not be an employee of or counsel
to Borrower) in connection with any such amendment with respect to any Contracts
originated in any state or other jurisdiction comprising ten percent (10%) or
more of the Collateral (but only such Collateral that consists of Contracts) (a)
to the effect that, among other things, such form, as so amended, (i) when
properly completed, would constitute the legal, valid, binding and enforceable
obligation of the buyer and seller named therein and (ii) complies with all
applicable state and federal laws, including, without limitation, consumer
protection and disclosure laws, and (b) as to such other matters as Lender shall
reasonably request.

         "GAAP" means generally accepted accounting principles as in effect in
the United States, as may be in place from time to time, applied on a consistent
basis.

         "GOVERNMENTAL AUTHORITY" means any nation, government, or State, or any
political subdivision thereof, or any court, stock exchange, entity or agency
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "GUARANTEE" means, as to any Person (the "GUARANTEEING PERSON"), any
obligation of the Guaranteeing person guaranteeing or in effect guaranteeing
any Indebtedness, leases, dividends or other obligations (the "PRIMARY
OBLIGATIONS") of any other third Person (the "PRIMARY OBLIGOR") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the Guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof;
PROVIDED, HOWEVER, that the term Guarantee shall not include the endorsements
of instruments for deposit or collection in the ordinary course of business.
The amount of any guarantee of any Guaranteeing person shall be deemed to be
the lower of (a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee is made and (b) the
maximum amount for which such Guaranteeing person may be liable pursuant to
the terms of the instrument embodying such Guarantee, unless such primary
obligation and the maximum amount for which such Guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee shall be such Guaranteeing person's maximum reasonably anticipated
liability in respect thereof as determined by the Guaranteeing person in good
faith.

         "INDEBTEDNESS" means with respect to any Person, without duplication,
(a) all obligations


                                       9
<Page>

of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (c) all indebtedness of
others secured by (or for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed (only to the extent of the fair market value of such asset if such
indebtedness has not been assumed by such Person), (d) all Guarantees of such
Person, (e) all capitalized lease obligations of such Person, and (f) all
obligations of such Person as an account party in respect of letters of credit
and similar instruments issued for the account of such Person.

         "INELIGIBLE CONTRACT" means any Contract (i) as to which there is a
breach of any representation, warranty or covenant set forth in Schedule B
hereto which breach materially and adversely affects such Contract, (ii) which
is not a Charged-Off Contract or a Liquidated Contract, (iii) as to which the
related Financed Vehicle has been liquidated by repossession and sale thereof or
through casualty and receipt of insurance proceeds thereof or is otherwise
reflected properly as a deficiency balance, (iv) which is delinquent more than
one hundred and seventy nine (179) consecutive days (calculated on the basis of
a 360-day year of twelve 30-day months) as of the close of business on the last
day of the Collection Period immediately preceding the date of determination (or
for the first Collection Period, as of the initial Cut-off Date), (v) which has
been modified in contravention of the Payment Deferment and Due Date Change
Policies, (vi) as to which there is a breach of any covenant set forth in
Section 9.02, 9.05, 9.06 or 9.15, or (vii) as to which Borrower has not received
the Lien Certificate for the applicable Financed Vehicle within one hundred
fifty (150) days after the last day of the month in which the Contract
applicable thereto became subject to the Lien of Lender under the Security
Agreement; PROVIDED, that if any such event or condition is thereafter cured or
remedied, such Ineligible Contract shall be reinstated as an Eligible Contract
upon written notice by Borrower to Lender that such Contract was previously an
Ineligible Contract.

         "INSURANCE POLICIES" means any comprehensive and collision, fire and
theft and physical damage insurance policies maintained by Obligors (including,
without limitation, the Obligor's comprehensive insurance policy), any credit
policy (including without limitation credit life and credit disability), any VSI
Policy covering the Contracts, Obligors and/or Financed Vehicles, any service
contracts and any GAP insurance.

         "INTEREST RATE DETERMINATION DATE" means, with respect to each Loan,
(i) the proposed Borrowing Date of such Loan, and (ii) thereafter, each
Remittance Date. Notwithstanding anything herein to the contrary, regardless of
when in any calendar month a Borrowing Date shall occur, the next Interest Rate
Determination Date with respect to the Loan for such Borrowing Date shall be the
Remittance Date scheduled to occur in that calendar month.

         "INVESTMENT EARNINGS" means, with respect to any Remittance Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in the Collection Account, which investment earnings are to be deposited
into the Collection Account no later than the Business Day immediately preceding
the related Remittance Date pursuant to Section 3.10(d).


                                       10
<Page>

         "LEGAL FILES" means, with respect to each Contract, the following
documents held by the Custodian under the Custody Agreement: the fully executed
original of such Contract with fully executed assignment from the related Dealer
to Borrower (together with any agreements modifying the Contract, including,
without limitation, any extension agreements), a fully executed assignment in
blank from Borrower, the Lien Certificate or the Title Package, the fully
executed original of any form legally required to be executed by a co-signer,
evidence of verification of physical damage insurance coverage and the original
of the Obligor's credit application, and such other documents as may be
specified in writing by Lender to Borrower and Custodian. Notwithstanding the
foregoing, in the event the customary procedures and practices of any applicable
state permit the use of any instrument or document in lieu of evidence of
verification of physical damage insurance coverage, the term "Legal Files" shall
be deemed to include any such instrument or document in lieu of evidence of
verification of physical damage insurance coverage.

         "LENDER" shall have the meaning set forth in the preamble hereof.

         "LENDER WIRE TRANSFERS INSTRUCTIONS" means the wire transfer
instructions attached hereto as Exhibit R, as such instructions may be amended
from time to time by written notice from Lender to Borrower.

         "LIBOR BUSINESS DAY" means a Business Day on which trading in Dollars
is conducted by and between banks in the London interbank market.

         "LIBOR RATE" means, with respect to each Interest Rate Determination
Date, the rate of interest per annum (rounded upwards, if necessary, to the
nearest 1/100th of 1%) for Dollar deposits with a duration of one (1) month at
or about 11:00 a.m. (London time) on the second (2nd) LIBOR Business Day prior
to such Interest Rate Determination Date on the Telerate Page 3750 on such date,
or if such page ceases to display such information, then such other page as may
replace it on that service for the purpose of display of such information (the
"Telerate Rate"). If the Telerate Rate cannot be determined, then the LIBOR Rate
means, with respect to such Interest Rate Determination Date, the arithmetic
mean of the rates of interest (rounded upwards, if necessary, to the nearest
1/100th of 1%) offered to two prime banks in the London interbank market
(selected by Lender) of Dollar deposits with a duration of one (1) month at or
about 11:00 a.m. (London time) on the second (2nd) LIBOR Business Day prior to
such Interest Rate Determination Date.

         "LIBOR RATE MARGIN" means two percent (2.00%).

         "LIEN" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any financing lease
having substantially the same economic effect as any of the foregoing).


                                       11
<Page>

         "LIEN CERTIFICATE" means, with respect to a Financed Vehicle, an
original certificate of title, certificate of lien or other notification issued
by the Registrar of Titles of the applicable state to a secured party or such
other evidence acceptable to the Registrar of Titles of the applicable state, in
each case, which indicates that the lien of the secured party on the Financed
Vehicle is recorded on the original certificate of title. In any Jurisdiction in
which the original certificate of title is required to be given to the Obligor,
the term "Lien Certificate" means only a certificate or notification issued to a
secured party.

         "LIQUIDATED CONTRACT" means (i) any Contract liquidated by Borrower
through the sale of the related Financed Vehicle or (ii) any Contract with
respect to which the Borrower has received insurance proceeds with respect to
the related Financed Vehicle that suffered a casualty or otherwise (other than
with respect to a Financed Vehicle that only suffered a partial casualty).

         "LIQUIDATION PROCEEDS" means, with respect to any Liquidated Contract,
the moneys collected in respect thereof during the Collection Period in which
such Contract became a Liquidated Contract, from whatever source (including
Dealer Recourse), net any amount required by law to be remitted to the Obligor
on such Liquidated Contract; PROVIDED, HOWEVER, that the Liquidation Proceeds
with respect to any Contract shall in no event be less than zero.

         "LIST OF CONTRACTS" shall have the meaning set forth in Section
4.02(e)(ii) hereof.

         "LOAN" shall have the meaning set forth in Section 2.01 hereof.

         "LOAN DOCUMENTS" means and include this Agreement, the Note, the
Security Agreement and all other documents and instruments executed and
delivered in connection herewith or therewith (including, without limitation,
the Related Documents).

         "LOCKBOX ACCOUNT" means the account designated as such, established and
maintained pursuant to Section 3.10(b).

         "LOCKBOX AGREEMENT" means the Agency Agreement dated as of March 1,
1997, among CBT, Borrower and Lender, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof and hereof.

         "LOCKBOX DEPOSITORY" means CBT, and/or such other financial
institutions as determined by Lender upon written notice to Borrower.

         "LOCKBOXES" shall have the meaning ascribed thereto in Section 3.10(a).

         "MARGIN STOCK" shall have the meaning set forth in Regulation G of the
Board.

         "MARKET VALUE" means, at any date of determination with respect to each
Contract, the Principal Balance of such Contract as of such date.


                                       12
<Page>

         "MATERIAL ADVERSE CHANGE" means a material adverse change in, or the
disclosure or discovery of any information not previously disclosed to Lender
which Lender reasonably deems material and adverse relating to, the business,
operations, properties, condition (financial or otherwise) or prospects of
Borrower or AMC, in each case, individually, or with its respective
Subsidiaries, taken as a whole.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, properties, condition (financial or otherwise) or
prospects of Borrower or AMC, in each case, individually, or with its respective
operating Subsidiaries, taken as a whole, or (b) the validity or enforceability
of this or any of the other Loan Documents or the rights or remedies of Lender
hereunder or thereunder, or (c) the enforceability or collectibility of any
Contract, or (d) the ability of Borrower to perform its obligations under any
Loan Document to which it is a party.

         "MINIMUM BORROWING AMOUNT" means $5,000,000.

         "MONTHLY DEALER PARTICIPATION FEE" means, with respect to any
Remittance Date and Monthly Dealer Participation Fee Contract, the portion of
the related dealer participation fee earned during the related Collection Period
as specified in the related Dealer Agreement.

         "MONTHLY DEALER PARTICIPATION FEE CONTRACT" means any Contract to be
paid in accordance with Borrower's "As-Earned Program" and designated as such on
the related List of Contracts.

         "MOODY'S" means Moody's Investors Service, Inc., or its successor.

         "MSRP" means, with respect to a new Financed Vehicle, the
manufacturer's suggested retail price for such new Financed Vehicle.

         "MULTIEMPLOYER PLAN" means a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "NET SECURITIZATION PROCEEDS PERCENTAGE" means, at any date of
determination, with respect to the next expected securitization of Contracts, a
percentage equivalent to (x) an amount equal to (A) the gross sales price of all
notes and certificates sold or to be sold (including interest thereon to the
anticipated date of settlement), PLUS (B) an amount equal to 60% of the agreed
upon value of the excess cash flow certificate or similar residual interest to
be retained by the Borrower or its Subsidiary in connection with such
securitization, MINUS the sum of (A) any amounts deposited or to be deposited in
any spread, reserve, yield supplement or capitalized interest account (provided,
with respect to any capitalized interest account, less the amount expected to be
released from such account), (B) all underwriting discounts or placement agency
fees, (C) all fees, costs and expenses incurred by Borrower and its Affiliates
in connection with such securitization (including residual financing), and (D)
accrued interest under this Agreement or other financing agreement on the
Contracts to the anticipated date of settlement; divided by (y) the anticipated
principal balance of the notes and certificates sold or to be sold.


                                       13
<Page>

         "NOTE" shall have the meaning set forth in Section 2.02(a) hereof.

         "NOTICE OF BORROWING" shall have the meaning set forth in Section 2.03
hereof.

         "OBLIGATIONS" means (i) the unpaid principal of and premiums, if
any, and interest (including interest accruing at the then applicable rate
provided in this Agreement after the maturity of the Loans and interest
accruing at the then applicable rate provided in this Agreement after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceedings, relating to Borrower whether or not a
claim for post-filing or post-petition interest is allowed in such
proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and (ii)
all other obligations and liabilities of every nature of Borrower from time
to time owing to Lender, in each case whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred
(including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding), to the extent such
obligations and liabilities arise under, out of, or in connection with, this
Agreement or any other Loan Document or under any other document made,
delivered or given in connection with any of the foregoing, in each case
whether on account of principal, premium, if any, interest, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
reasonable fees and disbursements of counsel to Lender) that are required to
be paid by Borrower pursuant to the terms of this Agreement or any other Loan
Document.

         "OBLIGOR" means, with respect to a Contract, the purchaser or
co-purchaser of the Financed Vehicle and/or any other person who owes payments
under such Contract.

         "OPINION OF COUNSEL" means one or more written opinions of counsel,
who, unless otherwise provided herein, may be an employee of or counsel to
Borrower, which counsel shall be acceptable to Lender.

         "PAYAHEAD" means, with respect to a Precomputed Contract, as of the
close of business on the last day of a Collection Period, the amount (including
without limitation any Payable) computed in accordance with Section 3.11
applicable to such Contract.

         "PAYAHEAD ACCOUNT" means the account designated as such, established
and maintained pursuant to Section 3.10(c).

         "PAYAHEAD BALANCE" on a Precomputed Contract means the sum, as of the
close of business on the last day of a Collection Period, of all Payaheads made
by or on behalf of the Obligor with respect to such Precomputed Contract, as
reduced by applications of previous Payaheads with respect to such Precomputed
Contract, pursuant to Sections 3.11 and 3.14.

         "PAYABLE" means, with respect to any Precomputed Contract, the sum of
(i) any amount received from or on behalf of the related Obligor which, pursuant
to the Payment Application


                                       14
<Page>

Procedures, is to be applied as a partial principal prepayment which is not to
be applied to Scheduled Payments on such Contract until the earlier of (a) such
time as such application would result in such Precomputed Contract being paid in
full, including the payment of late charges and miscellaneous fees and (b) the
Collection Period in which such Precomputed Contract became a Liquidated
Contract, and (ii) any amounts received by Borrower in respect of any rebatable
items (such as amounts in respect of cancelled service contracts, extended
warranties or insurance policies and similar items, the cost of which was
included in the Amount Financed for such Precomputed Contract) relating to such
Precomputed Contract which is not to be applied as a prepayment of principal
until the earlier of (a) such time as such application would result in such
Precomputed Contract being paid in full, including the payment of late charges
and miscellaneous fees and (b) the Collection Period in which such Precomputed
Contract became a Liquidated Contract.

         "PAYMENT APPLICATION PROCEDURES" means the Payment Application
Procedures attached hereto as Exhibit G.

         "PAYMENT DEFERMENT AND DUE DATE CHANGE POLICIES" means the Payment
Deferment and Due Date Change Policies attached hereto as Exhibit H, as the same
may be amended from time to time with the prior written consent of Lender.

         "PAYMENT DETERMINATION DATE" means, with respect to any Remittance
Date, the Business Day immediately preceding such Remittance Date.

         "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

         "PERMITTED BORROWING DATE" means, during the Commitment Period, two (2)
Business Days following the Borrower's delivery of a Notice of Borrowing to the
Lender.

         "PERSON" means any individual, partnership, firm, corporation,
association, joint venture, trust, limited liability company or other entity of
whatever nature.

         "PLAN" means any Person that is (i) an "employee benefit plan" (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a "plan" (as defined in Section 4975(e)(1) of the Code) that is
subject to Section 4975 of the Code or (iii) any entity whose underlying assets
include assets of a plan described in (i) or (ii) above by reason of such plan's
investment in the entity.

         "PRECOMPUTED CONTRACT" means any Contract under which the portion of a
payment allocable to earned interest (which may be referred to in the related
Contract as an add-on finance charge) and the portion allocable to the Amount
Financed is determined according to the "actuarial", the "sum of periodic
balances" or the "sum of monthly balances" method (or any equivalent method).


                                       15
<Page>

         "PRIME RATE" means the prime rate (or if a range is given, the average
of such prime rates) listed under "Money Rates" in THE WALL STREET JOURNAL for
such date or, if THE WALL STREET JOURNAL is not published on such date, then in
THE WALL STREET JOURNAL most recently published.

         "PRINCIPAL BALANCE" means, with respect to (a) a Precomputed Contract,
as of the close of business on the last day of a Collection Period, the Amount
Financed minus the sum (without duplication) of (1) that portion of all
Scheduled Payments actually collected from or on behalf of the related Obligor
on or prior to such day and allocable to principal using the actuarial or
constant yield method (excluding Payaheads retained in the Payahead Account, but
including Payaheads that have been applied to reduce the Principal Balance of
such Contract), and (ii) any prepayment in full or any partial prepayments
applied to reduce the Principal Balance of the Precomputed Contract and (b) a
Simple Interest Contract, as of the close of business on the last day of a
Collection Period, the Amount Financed minus the portion of all payments
actually collected from or on behalf of the related Obligor on or prior to such
day and allocable to principal using the Simple Interest Method.

         "PROGRAM GUIDELINES" means the Long Beach Acceptance Corp. Program
Guidelines, a copy of which is attached hereto as Exhibit J, as such Program
Guidelines may be amended from time to time; PROVIDED, that in the event of any
such amendment, Borrower will give Lender prior written notice of any such
amendment or in the event that such amendment is a material amendment, Borrower
shall obtain Leader's prior written consent to any such amendment.

         "RATING AGENCY" means each of Moody's and Standard & Poor's. If no
such organization or successor is any longer in existence, "Rating Agency"
shall be a nationally recognized statistical rating organization or other
comparable Person designated by Lender, notice of which designation shall be
given to Borrower.

         "RECEIVABLES CORP." means Long Beach Acceptance Receivables Corp., a
Delaware corporation and wholly owned Subsidiary of Borrower.

         "RECEIVABLES PURCHASE FACILITY" means the Receivables Purchase Facility
and Servicing Agreement dated as of July 17, 1996, between Borrower, as seller
and servicer, and Lender, as purchaser, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof.

         "RECORDS" means, with respect to any Contract, all documents, books,
records and other information (including, without limitation, computer programs,
tapes, discs, punch cards, data processing software and related property and
rights) relating to such Contract.

         "RECOVERIES" means, with respect to any Contract that becomes a
Liquidated Contract, monies collected in respect thereof during any Collection
Period following the Collection Period in which such Contract became a
Liquidated Contract, from whatever source (including Dealer Recourse), net of
any amount required by law to be remitted to the Obligor.


                                       16
<Page>

         "REGULATION G" means Regulation G promulgated by the Board.

         "RELATED ASSETS" means (i) Borrower's security interest in Financed
Vehicles, (ii) Borrower's rights, remedies, powers and privileges under the
Contracts, including any personal guaranty thereof, (iii) Borrower's rights,
remedies, powers and privileges under the Custody Agreement, (iv) Borrower's
rights, remedies, powers and privileges under the Dealer Agreements, including
but not limited to Dealer Recourse and any holdback amounts, (v) insurance
proceeds or rebates under Insurance Policies and (vi) all proceeds of the
foregoing, in each case, only to the extent such items relate to the Contracts.

         "RELATED DOCUMENTS" means the Custody Agreement and the AMC Guarantee.

         "REMITTANCE CERTIFICATE" means a remittance certificate substantially
in the form of Exhibit K hereto.

         "REMITTANCE DATE" means the fifteenth (15th) day of each month, or if
such day is not a Business Day, the Business Day immediately succeeding such day
commencing with the first such date to occur in February, 1998.

         "REPORTABLE EVENT" means any of the events set forth in Section 4043(b)
of ERISA.

         "REQUIREMENT OF LAW" means, as to any Person, any law, statute, rule,
treaty, regulation, or determination of an arbitrator, court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its properties or to which any such Person or any of its properties
may be bound or affected.

         "RESIDUAL FINANCING AGREEMENTS" means, collectively, (i) the Credit and
Security Agreement dated as of March 31, 1997 by and among the Lender, as
lender, Receivables Corp., as borrower, and the Borrower, as guarantor, as
amended pursuant to Amendment No. 1 thereto dated as of January 30, 1998, and as
otherwise may be amended, modified or supplemented from time to time pursuant to
the terms thereof, (ii) the Credit and Security Agreement dated as of August 29,
1997 by and among the Lender, as lender, Receivables Corp., as borrower, and the
Borrower, as guarantor, as amended pursuant to Amendment No. 1 thereto, dated as
of January 30, 1998, and as otherwise may be amended, supplemented or otherwise
modified from time to time pursuant to the terms thereof, (iii) the Credit and
Security Agreement dated as of January 30, 1998 by and among the Lender, as
lender, Receivables Corp., as borrower, and the Borrower, as guarantor, as may
be amended, supplemented or otherwise modified from time to time pursuant to the
terms thereof and (iv) each other loan or credit agreement among the Lender and
Receivables Corp. secured by residual interests of the securitizations of the
Contracts and listed on Schedule G (as such Schedule G may be amended from time
to time in accordance with the terms of the related Residual Financing
Agreement) to any other Residual Financing Agreement (including without
limitation those Residual Financing Agreements listed in clauses (i) through
(iii) of this definition), as each such other agreement may be amended,
supplemented or otherwise modified from time to time pursuant to the terms
thereof.


                                       17
<Page>

         "RESPONSIBLE OFFICER" means any of the president, chief executive
officer, chief financial officer, any executive vice president or secretary of
Borrower or AMC, as the case may be.

         "RF AMENDMENTS" means, collectively, Amendments No. 1 to the credit and
security agreements referred to in clauses (i) and (ii) of the definition of
Residual Financing Agreements.

         "SALE" means a sale of Contracts either through (a) a securitization
of such Contracts or (b) a "whole loan" sale of such Contracts.

         "SALE NOTICE" means a sale notice substantially in the form of Exhibit
I hereto.

         "SCHEDULED PAYMENT" means the payment required to be made by the
Obligor during the related Collection Period as set forth in the related
Contract.

         "SECURITY AGREEMENT" means the security agreement between Borrower and
Lender substantially in the form of Exhibit L hereto, as the same may be
amended, supplemented or otherwise modified from time to time.

         "SERIES 1998-1 RF AGREEMENT" means the credit and security agreement
referred to in clause (iii) of the definition of Residual Financing Agreements,
as may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.

         "SIMPLE INTEREST CONTRACT" means any Contract under which the portion
of a payment allocable to interest and the portion allocable to principal is
determined in accordance with the Simple Interest Method.

         "SIMPLE INTEREST METHOD" means the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such payment
that is allocated to interest is equal to the product of the fixed rate of
interest multiplied by the unpaid principal balance multiplied by the period of
time elapsed since the date through which the preceding payment of interest was
applied and the remainder of such payment is allocable to principal.

         "SKIP CONTRACT" means a defaulted Contract as to which the Servicer can
determine the location of neither the related Obligor nor the related Financed
Vehicle.

         "STANDARD & POOR'S" or "S&P" means Standard & Poor's Ratings Service, a
division of The McGraw-Hill Companies, or its successor.

         "SUBSIDIARY" means, as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.


                                       18
<Page>

         "TERMINATION DATE" means the date which is 364 days following the
Closing Date, or such earlier date if the Commitment is sooner terminated in
accordance with the terms hereof.

         "TITLE" shall have the meaning set forth in the Security Agreement.

         "TITLE PACKAGE" means (i) evidence that documentation has been
submitted to the appropriate state motor vehicle authority to obtain a Lien
Certificate noting the lien of Borrower or (ii) a Dealer Title Guaranty, if any.

         "TOTAL OUTSTANDINGS" means, as of the date of determination, the unpaid
principal amount of all Loans outstanding hereunder.

         "VSI POLICY" means any vendor's single interest physical damage
insurance policy with respect to Contracts providing insurance coverage for open
peril physical loss or damage, instrument non-filing, conversion and
confiscation losses and physical loss or damage to repossessed vehicles.

         SECTION 1.02 ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared and all financial records
shall be maintained in accordance with GAAP.

         SECTION 1.03 OTHER DEFINITIONAL TERMS. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and article, section, schedule, exhibit and like references are to
this Agreement unless otherwise specified.

         Any defined term which relates to a document shall include within
its definition any amendments, modifications, renewals, restatements,
extensions, supplements or substitutions which may have been heretofore or
may be hereafter executed in accordance with the terms thereof.

                    ARTICLE II. AMOUNT AND TERMS OF THE LOANS

         SECTION 2.01 THE LOANS.

                  (a) Lender agrees, upon the terms and subject to the
conditions and relying upon the representations and warranties hereinafter
setforth, to make one or more loans (each, a "LOAN", and together, the "LOANS")
to Borrower up to a maximum principal amount at any one time outstanding of ONE
HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the "COMMITMENT") during the
Commitment Period.

                  (b) Notwithstanding SECTION 2.01(a), no Loan shall be made:


                                       19
<Page>

                  (i) on a day other than a Permitted Borrowing Date;

                  (ii) in an amount less than the Minimum Borrowing Amount;

                  (iii) in an amount which would exceed the Available Commitment
on such day;

                  (iv) with respect to Eligible Contracts which are
delinquent thirty (30) consecutive days or more as of the last day of the
Collection Period immediately preceding the related Borrowing Date (or for
the first Collection Period, as of the initial Cut-off Date); PROVIDED, that,
on the first Borrowing Date only, a Loan may be made with respect to Eligible
Contracts which are delinquent thirty (30) consecutive days or more
(calculated on the basis of a 360-day year of twelve 30-day months) as of the
close of business on the initial Cut-off Date so long as such Contracts were
(i) (x) financed for Borrower by CBT under the CBT Warehouse Agreement
(immediately prior to being pledged as Collateral under the Security
Agreement) and (y) not delinquent thirty (30) consecutive days or more
(calculated on the basis of a 360-day year of twelve 30-day months) as of the
close of business on December 31, 1997 or (ii) (x) financed for Borrower by
Lender under the Bridge Facility or the Receivables Purchase Facility (at any
time prior to being pledged as Collateral under the Security Agreement) and
(y) not delinquent one hundred and eighty (180) consecutive days or more
(calculated on the basis of a 360-day year of twelve 30-day months) as of the
close of business on the initial Cut-off Date); PROVIDED FURTHER that with
respect to the first Borrowing Date only, a Loan may be made with respect to
Eligible Contracts which are delinquent thirty (30) consecutive days or more
(calculated on the basis of a 360-day year of twelve 30-day months) as of the
initial Cut-off Date (including such Eligible Contracts included in the
preceding proviso) so long as (x) no more than Fifteen Million Dollars
($15,000,000) of the amount of the Borrowing Base (after giving effect to any
pledges of Collateral on such day) shall be composed of Class 1 Eligible
Contracts which are delinquent thirty (30) consecutive days or more (but not
delinquent more than one hundred and nineteen (119) consecutive days) (in
each case calculated on the basis of a 360-day year of twelve 30-day months)
as of the initial Cut-off Date (after giving effect to the application of the
applicable Advance Rate to such Class 1 Eligible Contracts) and (y) no more
than Ten Million Dollars ($10,000,000) of the amount of the Borrowing Base
(after giving effect to any pledges of Collateral on such day) shall be
composed of Class 2 Eligible Contracts (after giving effect to the
application of the applicable Advance Rate to the Class 2 Eligible
Contracts); or

                  (v) in an amount which, when added to the Total Outstandings
on such day (before giving effect to the amount of such Borrowing), would result
in a Borrowing Base Deficiency. All Loans may be borrowed, repaid and reborrowed
in accordance with the terms of this Agreement.

SECTION 2.02 THE NOTE. (a) The Loans shall be evidenced by a promissory note


                                       20
<Page>

substantially in the form of Exhibit N hereto, duly executed by Borrower, dated
the date hereof, payable to the order of Lender in the maximum principal amount
equal to $150,000,000 (the "NOTE"). Lender is hereby authorized to record the
dates and amounts of all Loans made by Lender to Borrower under this Agreement
and the dates and amounts of all payments and prepayments of the principal of
the Loans on the Schedule (and each continuation thereof) attached to and
constituting part of the Note. Such recordation shall be conclusive in the
absence of manifest error; PROVIDED that the failure of Lender to make any such
recordation or any error in such recordation shall not affect the obligations of
Borrower hereunder and/or under the Note.

         (b) The outstanding principal amount of the Loans shall be payable as
set forth in Article III hereof. Borrower shall pay interest on the outstanding
principal amount of the Loans from the date each such Loan is made until the
principal amount thereof is paid in full at the rates and pursuant to the terms
set forth in Article III hereof.

         SECTION 2.03 MAKING THE LOANS. Each Borrowing shall be made on notice,
given not later than 10:00 A.M. (New York City time) on the second (2nd)
Business Day prior to the proposed Borrowing Date by Borrower to Lender;
PROVIDED, that there shall be no more than one Borrowing Date per week during
each calendar month and in no event shall there be more than five (5) Borrowing
Dates in any calendar month. Each such notice of borrowing (a "NOTICE OF
BORROWING") shall be irrevocable and shall be substantially in the form of
Exhibit 0 hereto. Upon fulfillment of the applicable conditions set forth in
Article IV hereof, Lender shall make the proceeds of the Borrowing available to
Borrower in immediately available funds to such account as Borrower shall
designate to Lender in writing.

         SECTION 2.04 USE OF INITIAL PROCEEDS. The proceeds of the initial
Borrowing shall be used to repay the entire principal amount of advances then
outstanding under the Bridge Facility and the Receivables Purchase Facility,
together with all accrued and unpaid interest thereon, plus all other
obligations of Borrower to Lender incurred in connection therewith.

                     ARTICLE III. INTEREST, PAYMENTS, ETC.

         SECTION 3.01 INTEREST ON THE LOANS. (a) Except as otherwise provided
herein, each Loan shall bear interest on the outstanding principal amount
thereof, for each day from and including the date of the making of such Loan to
but excluding the date the principal amount thereof shall be paid in full, at a
rate per annum equal to the Applicable LIBOR Rate for such day, plus the LIBOR
Rate Margin (computed on the basis of the actual number of days elapsed in a
year of 360 days).

         (b) Except as otherwise provided herein, all accrued and unpaid
interest on the Loans shall be payable in arrears (i) on each Remittance Date,
(ii) pursuant to Section 3.03(f), and (iii) on the Termination Date.

         (c) If, by the terms of this Agreement or the Note, Borrower at any
time is required or obligated to pay interest at a rate in excess of the maximum
rate permitted by applicable law,


                                       21
<Page>

the rate of interest shall be deemed to be immediately reduced to such maximum
rate and the portion of all prior interest payments in excess of such maximum
rate shall be applied and shall be deemed to have been payments made in
reduction of the principal amount due hereunder and under the Note and shall be
applied to Total Outstandings.

         SECTION 3.02 OPTIONAL PREPAYMENTS. Borrower may, at its sole option,
prepay the Loans on any day, in whole or in part, at any time upon two (2)
Business Days prior written notice to Lender. Any such prepayment shall be
accompanied by all other obligations due and owing in respect of such
prepayment, including, without limitation, with respect to interest, fees and
payments pursuant to this Article III. In addition, in selecting the Collateral
to be released from the lien of the Security Agreement upon a partial
prepayment, unless such partial prepayment relates to a securitization of the
Contracts to be so released, no selection procedures adverse to the interest of
Lender shall be utilized by Borrower.

         SECTION 3.03 MANDATORY REPAYMENTS AND PREPAYMENTS. (a) No later than
ninety (90) days following the Termination Date Borrower shall pay to Lender the
Total Outstandings in full.

         (b) On each Remittance Date, Borrower shall prepay the Total
Outstandings by an amount equal to the Borrowing Base Deficiency, if any, which
occurred as of the last day of the immediately preceding calendar month, which
have not been prepaid pursuant to clause (d) below.

         (c) On the date of any Sale, Borrower shall prepay an amount equal to
the difference between (i) the Total Outstandings as of such date, and (ii) the
Borrowing Base of the Eligible Contracts remaining subject to the Lien of Lender
under the Security Agreement after giving effect to such Sale. Borrower hereby
agrees to provide to Lender a Sale Notice at least five (5) Business Days prior
to any Sale. Notwithstanding the foregoing, in the event that the Cut-off Date
with respect to any Sale is the first day of the calendar month in which such
Sale occurs, the amount of the Total Outstandings to be prepaid on the date of
such Sale shall equal the product of (A) the Principal Balance of the Contracts
to be included in such Sale and released from the Lien of the Lender, as of the
first day of the calendar month in which such Sale occurs (or any later date in
such month on which a Borrowing shall have been made to acquire the Contracts
subject to such Sale), TIMES (B) the then applicable Advance Rate for such
Contracts.

         (d) If a Borrowing Base Deficiency has occurred on any day (other than
the last day of the immediately preceding calendar month), Borrower shall prepay
the Total Outstandings by an amount equal to such Borrowing Base Deficiency
within three (3) Business Days after Lender has notified Borrower in writing of
the occurrence of such Borrowing Base Deficiency.

         (e) In the event that, in the reasonable judgement of Lender, after
consultation with, and consistent with advice from, Rating Agencies and either
Financial Security Assurance Inc. and or another third party credit enhancement
provider approved by Borrower, in each case following such Rating Agencies' or
third party credit enhancement provider's independent review of the Borrower's
receivables portfolio (and, if deemed necessary by any such Rating Agency or


                                       22
<Page>

third party credit enhancement provider, the Borrower's operations), the Advance
Rate with respect to Class 1 Eligible Contracts is higher than the Net
Securitization Proceeds Percentage, Lender may notify Borrower that a reduction
of the Advance Rate applicable thereto will be made (either in connection with
the closing of a securitization or in advance thereof) and Borrower shall,
within thirty (30) days of the receipt of such notice, prepay the Total
Outstandings by an amount equal to any Borrowing Base Deficiency (after giving
effect to such Advance Rate Reduction). Subject to the foregoing, in the event
that, in the reasonable judgment of Lender, such Advance Rate is lower than the
Net Securitization Proceeds Percentage, the Lender shall, as of the next
scheduled calculation of the Borrowing Base, increase the Advance Rate with
respect to Class 1 Eligible Contracts to such Net Securitization Proceeds
Percentage.

         (f) All payments and prepayments made pursuant to paragraphs (a)
through (e) above, shall be accompanied by payment of all accrued and unpaid
interest due and owing on the amount of Total Outstandings so paid or prepaid.

         SECTION 3.04 FUNDS; MANNER OF PAYMENT. Each payment and each prepayment
of principal of and interest on any Loan, and each payment on account of all
other Obligations shall be paid by Borrower without set-off or counterclaim to
Lender pursuant to the Lender Wire Transfer Instructions, in Federal or other
immediately available funds in lawful money of the United States of America, not
later than 1:00 p.m. (or 4:30 p.m. in the case of any prepayment required to be
made pursuant to Section 3.04(c) hereof from a Sale), New York City time, on the
date on which any such payment or prepayment is payable. If any payment
hereunder or under the Note becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day. If the date for any payments or prepayments of principal is
extended by operation of law or otherwise, interest thereon shall be payable at
the then applicable rate during such extension.

         SECTION 3.05 DEFAULT INTEREST. If Borrower shall default in the payment
of the principal of or interest on the Loans or any other Obligation, Borrower
shall on demand pay interest on such overdue principal or other amount and, to
the extent permitted by applicable law, on such overdue interest and any other
overdue amount, for each day at a rate per annum equal to the Prime Rate for
such day plus two percent (2%) (calculated on the basis of the actual number of
days elapsed in a year of 360 days), accruing from the date such payment was due
until such amount is paid in full (after as well as before judgment).

         SECTION 3.06 REQUIREMENTS OF LAW. (a) If any Requirement of Law or any
change in the interpretation or application thereof or Compliance by Lender with
any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof,

         (i)      shall subject Lender to any tax of any kind whatsoever with
                  respect to this Agreement, the Note or any Loan made by it
                  (excluding net income taxes) or change the basis of taxation
                  of payments to Lender in respect thereof;


                                       23
<Page>

         (ii)     shall subject Lender to any tax of any kind whatsoever with
                  respect to this Agreement, the Note or any Loan made by it
                  (excluding net income taxes) or change the basis of taxation
                  of advances, loans or other extensions of credit by, or any
                  other acquisition of funds by, any office of Lender which is
                  not otherwise included in the determination of the Applicable
                  LIBOR Rate hereunder; or

         (iii)    shall impose on Lender any other condition;

and the result of any of the foregoing is to increase the cost to Lender, by an
amount which Lender deems to be material, of making, continuing or maintaining
any Loan or to reduce any amount receivable hereunder in respect thereof, then,
in any such case, Borrower shall promptly pay Lender such additional amount or
amounts as will compensate Lender for such increased cost or reduced amount
receivable.

         (b) If Lender shall have determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by Lender or any corporation controlling
Lender with any request or directive regarding capital adequacy (whether or not
having the force of law) from any Governmental Authority made subsequent to the
date hereof shall have the effect of reducing the rate of return on Lender's or
such corporation's capital as a consequence of its obligations hereunder to a
level below that which Lender or such corporation (taking into consideration
Lender's or such corporation's policies with respect to capital adequacy) by an
amount deemed by Lender to be material, then from time to time, Borrower shall
promptly pay to Lender such additional amount or amounts as will compensate
Lender for such reduction.

         (c) If Lender becomes entitled to claim any additional amounts pursuant
to this Section, it shall promptly notify Borrower of the event by reason of
which it has become so entitled. A certificate as to any additional amounts
payable pursuant to this Section submitted by Lender to Borrower shall be
conclusive in the absence of manifest error.

         SECTION 3.07 INDEMNITY. Borrower agrees to indemnify Lender and to hold
it harmless from any cost, loss or expense which Lender may sustain or incur as
a consequence of (a) Borrower making any payment or prepayment (other than
pursuant to Section 3.03 hereof) of principal of any Loan on a day which is not
an Interest Rate Determination Date, (b) any failure by Borrower to make a
Borrowing hereunder after notice of such Borrowing has been given pursuant to
this Agreement, (c) any default by Borrower in making any prepayment of the
Total Outstandings on the due date therefor, (d) any acceleration of the
maturity of any Loans by Lender in accordance with the terms of this Agreement,
including, but not limited to, any cost, loss or expense arising in liquidating
the Loans and from interest or fees payable by Lender to lenders of funds
obtained by it in order to maintain the Loans hereunder, (e) arising from a
breach by Borrower of a representation and warranty set forth in Schedule B
hereto, or (f) arising from a breach by Borrower of a covenant made pursuant to
Section 9.06(b). In the event Borrower is required to make any payment pursuant
to this Section 3.07, Lender shall provide


                                       24
<Page>

to Borrower in writing the basis upon which such charges were calculated in
reasonable detail. Indemnification pursuant to this Section shall survive the
termination of this Agreement and shall include reasonable fees and expenses
of counsel and expenses of litigation.

         SECTION 3.08 ILLEGALITY; SUBSTITUTED INTEREST RATES. Notwithstanding
any other provisions herein, (a) if any Requirement of Law or any change
therein or in the interpretation or application thereof shall make it
unlawful for Lender to make or maintain any Loans at the LIBOR Rate as
contemplated by this Agreement, or (b) in the event that Lender shall have
determined (which determination shall be conclusive and binding upon
Borrower) that by reason of circumstances affecting the LIBOR interbank
market neither adequate nor reasonable means exist for ascertaining the LIBOR
Rate, or (c) Lender shall have determined (which determination shall be
conclusive and binding on Borrower) that the Applicable LIBOR Rate will not
adequately and fairly reflect the cost to Lender of maintaining or funding
the Loans based on such Applicable LIBOR Rate (provided that the parties
hereto acknowledge and agree that the Lender shall only make such
determination if the published LIBOR Rate used by Lender does not accurately
reflect the actual LIBOR Rate), (x) the obligation of Lender to make or
maintain Loans at the LIBOR Rate shall forthwith be suspended and Lender
shall promptly notify Borrower thereof (by telephone confirmed in writing)
and (y) each Loan then outstanding, if any, shall, from and including the
date that is forty-five (45) days after the Borrower's receipt of notice from
Lender of the occurrence of any condition set forth in clauses (a), (b) or
(c), or at such earlier date as may be required by law, until payment in full
thereof, bear interest at the rate per annum equal to the greater of the
Prime Rate and the rate of interest (including the LIBOR Rate Margin) in
effect on the date immediately preceding the date any event described in
clause (a), (b) or (c) occurred (calculated on the basis of the actual number
of days elapsed in a year of 360 days). If subsequent to such suspension of
the obligation of Lender to make or maintain the Loans at the LIBOR Rate it
becomes lawful for Lender to make or maintain the Loans at the LIBOR Rate, or
the circumstances described in clause (b) or (c) above no longer exist,
Lender shall so notify Borrower and its obligation to do so shall be
reinstated effective as of the date it becomes lawful for Lender to make or
maintain the Loans at the LIBOR Rate or the circumstances described in clause
(b) or (c) above no longer exist.

         SECTION 3.09 APPLICATION OF PAYMENTS. Upon the occurrence and during
the continuance of an Event of Default, except as otherwise provided hereunder
or under the other Loan Documents, all payments made hereunder and under the
other Loan Documents (including from the proceeds of any Collateral) shall be
applied as follows:

         (a)      FIRST, to all costs and expenses incurred by Lender in
connection with any Default or Event of Default including without limitation
those described in Section 10.04 hereof;

         (b)      SECOND, to accrued and unpaid interest on the Loans due and
payable hereunder;

         (c)      THIRD, to the Total Outstandings;

         (d)      FOURTH, to any other Obligation not otherwise paid pursuant to
clause (a) through

                                       25
<Page>

(c) above; and

         (e) FIFTH, any excess to Borrower or to any Person who shall be
lawfully entitled to such excess.

         SECTION 3.10 APPLICATION OF PAYMENTS, ESTABLISHMENT OF LOCKBOXES,
LOCKBOX ACCOUNT, COLLECTION ACCOUNT AND PAYAHEAD ACCOUNT. (a) On or before the
first Borrowing Date, Borrower shall establish pursuant to an agreement between
Borrower and CBT, and shall thereafter cause to be maintained one or more post
office boxes (the "Lockboxes"). Borrower shall direct the Obligor under each
Contract to forward all payments and other amounts in respect of such Contracts
to a Lockbox. In connection with the origination of each Contract, Borrower
shall instruct the Obligor to direct all payments and other amounts in respect
of the Contracts to one of the Lockboxes identified on Schedule D hereto.

         (b) Borrower has established an Eligible Deposit Account at CBT
entitled "CBT Agent Account -- Auto Loan Programs," account number 00100916395
(the "Lockbox Account"), into which all Scheduled Payments actually collected
and other amounts received from Obligors or other sources on or in respect of
the Contracts shall be deposited and cleared. The Lockbox Account has been
established and shall be maintained in accordance with the Lockbox Agreement and
shall at all times be an Eligible Deposit Account. As funds relating to the
Contracts become available in the Lockbox Account and in no event later than two
Business Days after receipt, all such collections shall be swept from the
Lockbox Account to the Collection Account pursuant to daily wire instructions
from Borrower. All collections relating to the Contracts not received at the
Lockbox Account by Borrower shall be held in trust and promptly, but in no event
later than two Business Days after receipt, deposited to the Collection Account.
All expenses incurred in connection with the Lockboxes and the Lockbox Account
including, without limitation, all insufficient funds charges imposed by the
Lockbox Depository, shall be borne by Borrower.

         (c) Borrower, for the benefit of Lender, shall establish and
maintain at the Lockbox Depository in the name of Lender an Eligible Deposit
Account (the "Collection Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of Lender. Lender
hereby revocably authorizes Borrower to make withdrawals from the Collection
Account solely for the purpose of making the payments required under this
Agreement. Lender may, in its sole discretion, revoke such authority and
appoint a successor entity to make such withdrawals and distributions. In
addition, Borrower shall establish at the Lockbox Depository for the benefit
of and in the name of Lender an Eligible Deposit Account (the "Payahead
Account") bearing a designation clearly indicating that funds deposited
therein are for the benefit of Obligors on the Precomputed Contracts who make
payments thereon in excess of Scheduled Payments to the extent described in
Section 3.14, and applicable late fees and miscellaneous fees and for the
benefit, to the extent of earnings on investments of funds in the Payahead
Account, of Lender. Any amounts on deposit in the Collection Account and the
Payahead Account and any investment earnings thereon are owned by, and will
be taxable to, Borrower for federal income tax purposes.

                                       26
<Page>

         (d) Funds on deposit in the Collection Account and the Payahead
Account shall be invested by Borrower in Eligible Investments. All such
Eligible Investments shall be held by Borrower for the benefit of Lender. On
each Payment Determination Date all interest and other investment income (net
of losses and investment expenses) on funds on deposit in the Collection
Account and the Payahead Account shall be deposited into the Collection
Account and shall constitute a portion of the Amount Available for the
related Remittance Date. Other than as permitted by Lender, funds on deposit
in the Collection Account and the Payahead Account shall be invested in
Eligible Investments that will mature (i) not later than the Business Day
immediately preceding the next Remittance Date or (ii) on such next
Remittance Date if such investment is held in the trust department of the
institution with which the Collection Account and the Payahead Account is
then maintained and is invested in a time deposit of such financial
institution rated at least A-1 by Standard & Poor's and P-1 by Moody's (such
accounts being maintained initially within the trust department of CBT).
Funds deposited in the Collection Account and the Payahead Account on a day
which immediately precedes a Remittance Date upon the maturity of any
Eligible Investments are not required to be invested overnight. Lender shall
not be liable for the amount of any loss incurred in respect of any
investment or lack of investment of funds held in the Collection Account and
the Payahead Account made in accordance with this Section 3.10(d).

         (e) Borrower shall on or prior to each Remittance Date transfer from
the Collection Account to the Payahead Account all Payaheads as described in
Section 3.14 received during the related Collection Period.

         SECTION 3.11 COLLECTIONS. Borrower shall remit within two Business
Days of receipt thereof to the Collection Account all payments by or on
behalf of the Obligors with respect to the Contracts and all Liquidation
Proceeds and Recoveries, in each case as collected during the related
Collection Period. For purposes of this Article III the phrase "payments by
or on behalf of Obligors" means payments made with respect to the Contracts
by Persons other than Borrower.

         SECTION 3.12 APPLICATION OF COLLECTIONS BY BORROWER. (a) With
respect to each Contract, Scheduled Payments actually collected from or on
behalf of the Obligor (other than any such payment allocable to a Payable)
shall be applied by Borrower, in the case of Precomputed Contracts, to the
Scheduled Payment and, in the case of Simple Interest Contracts, to interest
and principal in accordance with the Simple Interest Method. With respect to
any Precomputed Contract, any remaining excess shall be applied in accordance
with the Payment Application Procedures.

         (b) On each Remittance Date, Borrower shall cause to be made a
transfer and distribution to the Collection Account from the Payahead
Account, in immediately available funds, the aggregate previous Payaheads to
be applied to Scheduled Payments on Precomputed Contracts or prepayments for
the related Collection Period pursuant to Sections 3.12 and 3.14, plus
earnings on investments of funds in the Payahead Account for the related
Collection Period pursuant to Section 3.10(d).

                                       27
<Page>

         (c) On each Remittance Date, Borrower shall cause to be wire
transferred in immediately available funds to Lender from the Collection
Account an amount equal to the sum of all amounts due and payable by Borrower
to Lender hereunder as of such Remittance Date. In the event that the balance
of the Collection Account as of any such date is insufficient to pay in full
all such amounts due and payable, Borrower shall by wire transfer of
immediately available funds pay to Lender, in addition to the amounts on
balance in the Collection Account, an amount equal to the difference between
(i) the aggregate amount of all amounts due and payable to Lender as of such
Remittance Date, and (ii) such balance in the Collection Account. In the
event that the balance in the Collection Account is in excess of such amounts
due and payable to Lender as of such Remittance Date, then, after such wire
to Lender shall have been made, all such amounts remaining in the Collection
Account as of such day shall be released from the Lien of the Lender therein
and remitted to the Borrower or its designee.

         (d) Notwithstanding Section 8 of the AMC Guarantee or anything
herein to the contrary, Borrower may on any Remittance Date reimburse AMC for
any payments made under the AMC Guarantee, so long as (i) all amounts owing
to Lender on such Remittance Date have been paid, (ii) no Default or Event of
Default shall have occurred and be continuing and (iii) no Borrowing Base
Deficiency shall be in effect.

         SECTION 3.13 STATEMENTS TO LENDER. On each Remittance Date, Borrower
shall provide to Lender, via facsimile, a Remittance Certificate, with any
schedules to be attached thereto to be provided via electronic transmission
in a format acceptable to Lender.

         SECTION 3.14 PAYAHEADS. As of the close of business on the last day
of each Collection Period, if the payments by or on behalf of the Obligor on
a Precomputed Contract (other than an Ineligible Contract) shall be less than
the Scheduled Payment and accrued late fees with respect to such Contract,
the Payahead Balance of an Obligor, other than the portion, if any, of such
Payahead Balance which constitutes a Payable, shall be applied by Borrower to
the extent of the shortfall and such Payahead Balance shall be reduced
accordingly. The portion, if any, of the Payahead Balance of an Obligor which
constitutes a Payable shall be applied by Borrower as a payment on the
related Contract upon the earliest to occur of (i) the Collection Period in
which such Contract becomes a Liquidated Contract and (ii) payment in full of
all other amounts due and owing on such Contract, including the payment of
late charges and miscellaneous fees.

         SECTION 3.15 ADDITIONAL DEPOSITS. On each Payment Determination
Date, Borrower shall deposit or cause to be deposited in the Collection
Account the aggregate amounts required to be paid to Lender with respect to
Contracts which became Ineligible Contracts during the related Collection
Period. In addition, on each Remittance Date and prior to making the payments
described in Sections 3.01 and 3.03, Borrower shall cause to be made the
following transfers to the Collection Account from the Payahead Account, in
immediately available funds, the aggregate previous Payaheads to be applied
to Scheduled Payments on Precomputed Contracts or prepayments for the related
Collection Period pursuant to Sections 3.12 and 3.14, plus earnings on
investments of funds in the Payahead Account for the related Collection
Period pursuant to Section 3.10(d).

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<Page>

         SECTION 3.16 TAXES. All payments made by Borrower under this
Agreement and the Note shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes, gross
receipt taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on Lender as a result of a present or former connection between
Lender and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from Lender having executed,
delivered or performed its obligations or received a payment under, or
enforced, this Agreement or the Note). If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("NON-EXCLUDED TAXES") are required to be imposed on Lender hereunder or
under the Note, Borrower shall pay such taxes by having the amounts so
payable to Lender increased to the extent necessary to yield to Lender (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement and the
Note. Whenever any Non-Excluded Taxes are payable by Borrower promptly as
possible thereafter, Borrower shall send to Lender a certified copy of an
original official receipt received by Borrower showing payment thereof. If
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fails to remit to Lender the required receipts or other
required documentary evidence, Borrower shall indemnify Lender for any
incremental taxes, interest or penalties that may become by Lender as a
result of any such failure.

              ARTICLE IV. CONDITIONS TO CLOSING AND THE LOANS

         SECTION 4.01 CONDITIONS PRECEDENT TO THE CLOSING. The obligation of
Lender to enter into this Agreement is subject to fulfillment of the following
conditions precedent, on or before the Closing Date:

         (a) RECEIPT OF DOCUMENTS. Receipt by Lender of the following documents,
each dated as of the Closing Date, where applicable, in form and substance
satisfactory to Lender and its counsel:

               (i)  This Agreement, executed and delivered on behalf of
                    Borrower;

              (ii)  The AMC Guarantee, executed and delivered on behalf of
                    AMC;

             (iii)  The Note, executed and delivered on behalf of Borrower;

              (iv)  The Security Agreement, executed and delivered on behalf
                    of Borrower, together with:

                    1)  Results of lien searches in the records of the
                        Secretary of State and any other appropriate official
                        in each applicable jurisdiction;

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<Page>

                    2)  UCC-1 financing statements executed and delivered by
                        Borrower naming Borrower as "debtor" and Lender as
                        "secured party," with evidence of filing in all
                        jurisdictions as may be necessary in the reasonable
                        opinion of Lender, to perfect the security interest
                        contemplated under the Security Agreement; and

                    3)  Evidence that all other actions necessary to perfect
                        the security interest contemplated under the Security
                        Agreement have been taken;

               (v)  The RF Amendments and the Series 1998-1 RF Agreement,
                    executed and delivered on behalf of Receivables Corp.;

              (vi)  A copy of the resolutions of Borrower authorizing (A) the
                    execution, delivery and performance of the Loan Documents
                    by Borrower, (B) the borrowings contemplated hereunder
                    and (C) the granting of the security interest
                    contemplated under the Security Agreement, certified by
                    the Secretary or an Assistant Secretary of Borrower as of
                    the Closing Date, which certificate shall state that the
                    resolutions thereby certified have not been amended,
                    modified, revoked or rescinded as of the date of such
                    certificate;

             (vii)  A certificate of the Secretary or an Assistant Secretary
                    of Borrower certifying the names and the signatures of
                    the officers of Borrower authorized to sign the Loan
                    Documents to be delivered hereunder;

            (viii)  (A) copy of the Certificate of Incorporation of Borrower
                    and each amendment thereto certified under recent date by
                    the Secretary of State of Delaware and (B) copy of the
                    By-Laws of Borrower and each amendment thereto, certified
                    by the Secretary or an Assistant Secretary of Borrower as
                    being true, complete and correct as of the Closing Date;

              (ix)  Copies of certificates (long form) or other evidence from
                    the Secretary of State or other appropriate authority of
                    the State of Delaware and of each jurisdiction where
                    Borrower is qualified to do business, evidencing the good
                    standing of Borrower in the State of Delaware and such
                    other jurisdictions, in each case, dated no earlier than
                    30 days prior to the Closing Date;

               (x)  A copy of the resolutions of AMC authorizing the
                    execution, delivery and performance of the AMC Guarantee
                    certified by the Secretary or an Assistant Secretary of
                    AMC as of the Closing Date, which certificate shall state
                    that the resolutions thereby certified have not been
                    amended, modified, revoked or rescinded as of the date of
                    such certificate;

                                       30
<Page>

              (xi)  A certificate of the Secretary or an Assistant Secretary
                    of AMC certifying the names and the signatures of the
                    officers of AMC authorized to sign the AMC Guarantee;

             (xii)  (A) copy of the Certificate of Incorporation of AMC and
                    each amendment thereto certified under a recent date by
                    the Secretary of State of Delaware and (B) copy of the
                    By-Laws of AMC and each amendment thereto, certified by
                    the Secretary or an Assistant Secretary of AMC as being
                    true, complete and correct as of the Closing Date;

            (xiii)  Copies of certificates (long form) or other evidence from
                    the Secretary of State or other appropriate authority of
                    the State of Delaware and the State of California,
                    evidencing the good standing of AMC in the State of
                    Delaware and the State of California, dated no earlier
                    than 30 days prior to the Closing Date;

             (xiv)  A Copy of the Custody Agreement;

              (xv)  A sideletter among the Borrower, Lender and Custodian
                    acknowledging that the Custody Agreement is in effect and
                    that the Legal Files delivered to Custodian by (or on
                    behalf of) Borrower pursuant to this Agreement will be
                    held by Custodian pursuant to the Custody Agreement;

             (xvi)  A copy of the endorsement naming Lender as an additional
                    insured on the VSI Policy;

            (xvii)  Opinion of counsel to AMC and Borrower substantially in
                    the form of Exhibit P hereto;

           (xviii)  Copies of any commitment or agreement between Borrower
                    and any lender or other financial institution, other than
                    any such commitment or agreement (or portion thereof)
                    which Lender specifically agrees are not required to be
                    delivered hereunder; and

             (xix)  Such other opinions, documents and instruments as Lender
                    or its counsel shall reasonably request.

         (b) REPRESENTATION AND WARRANTIES. Each of the representations and
warranties made by or on behalf of Borrower and AMC herein or in any other
Loan Document to which either is a party shall be true and correct on and as
of the Closing Date.

         (c) NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default
shall have occurred and be continuing on and as of the Closing Date.

                                       31
<Page>

         (d) FEES. On the Closing Date, Borrower shall have paid all fees and
expenses incurred by Lender in connection herewith including, without
limitation, fees and expenses of counsel to Lender (subject to a $70,000
limit thereon), fees of Custodian and such other categories of fees and
expenses as Lender shall advise Borrower at least two (2) Business Days prior
to the Closing Date.

         (e) DUE DILIGENCE. Lender shall have completed to its satisfaction
its due diligence review of Borrower and AMC and its respective management,
controlling stockholders, systems, underwriting, servicing and collection
operations, static pool performance and its loan files.

         (f) NO MATERIAL ADVERSE CHANGE. No Material Adverse Change shall
have occurred since November 30, 1997.

         (g) SERVICING AUDIT REPORT. Lender shall have received a copy of the
most recent servicing audit report prepared by Deloitte & Touche LLP with
respect to the servicing of the auto loans by Borrower.

         SECTION 4.02 CONDITIONS PRECEDENT TO ALL LOANS. Lender's obligation
to make any Loan hereunder is subject to the following conditions precedent
and the giving of a Notice of Borrowing by Borrower pursuant to Section 2.03
and the acceptance of the proceeds of any Borrowing by Borrower shall be
deemed certification by Borrower that the following conditions shall have
been met:

         (a) REPAYMENT OF BRIDGE FACILITY. Borrower shall have used the
proceeds of the initial Borrowing to repay the entire principal amount of
advances then outstanding under the Bridge Facility and to repurchase the
aggregate outstanding principal balance of retail installment sale contracts
purchased by Lender under the Receivables Purchase Facility (to the extent
not previously repurchased by Borrower), together with, in each case, all
accrued and unpaid interest thereon, plus all other obligations of Borrower
to Lender incurred in connection therewith.

         (b) REPRESENTATION AND WARRANTIES. Each of the representations and
warranties made by or on behalf of Borrower or AMC herein or in any other
Loan Document to which it is a party, or Receivables Corp. in any agreement
with Lender, shall be true and correct in all respects on and as of the
Borrowing Date, before and after giving effect to the Borrowing to be made on
such date and the application of the proceeds therefrom, as though made on
and as of such date.

         (c) NO DEFAULT OR EVENT OF DEFAULT. After giving effect to such
Borrowing and the application of proceeds therefrom, no Default or Event of
Default shall have occurred and be continuing on and as of such Borrowing
Date.

         (d) CONTRACT ELIGIBILITY CRITERIA. On and as of the Borrowing Date,
each of the representations and warranties set forth in Schedule B hereto is
true and correct for all Contracts pledged by Borrower to Lender under the
Security Agreement on such date and no such Contract

                                       32
<Page>

is an Ineligible Contract. No Contract was originated in any jurisdiction in
which Borrower is required to be licensed in order to own such Contract and such
license has not been obtained prior to Borrower owning such Contract. With
respect to each Contract, the applicable Dealer has either been paid or received
credit from Borrower for all proceeds from the sale of such Contract to
Borrower.

         (e) DELIVERIES. Lender shall have received the following:

                 (i)  Borrower shall have delivered to Lender a Notice of
                      Borrowing in compliance with Section 2.03 hereof.

                 (ii)  Borrower shall have delivered to Lender and Custodian
                       at least four (4) Business Days prior to the proposed
                       Borrowing Date in computer readable form, a detailed
                       listing of all Contracts to be pledged by Borrower to
                       Lender under the Security Agreement in connection with
                       the Borrowing (the "LIST OF CONTRACTS") and such other
                       data relating to the Contracts and the Related Assets as
                       Lender may reasonably request.

                 (iii)  Lender shall have received from Custodian a
                        certification from Custodian that all items required
                        to be delivered to Custodian pursuant to Section 9.09
                        with respect to the Contracts to be pledged by
                        Borrower to Lender under the Security Agreement on
                        such Borrowing Date have been delivered.

                 (iv)  Lender shall have received UCC-3 Partial Release
                       Statements (or other appropriate forms) in appropriate
                       form for filing, together with a release letter, in
                       each case duly executed by CBT releasing the Contracts
                       to be pledged by Borrower to Lender under the Security
                       Agreement on such Borrowing Date from the security
                       interest of CBT.

                 (v)  Lender shall have received the most recent Borrowing Base
                      Certificate required to be delivered in accordance with
                      Section 6.14 hereof.

                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

         In order to induce Lender to enter into this Agreement and to make
the Loans hereunder, Borrower hereby represents and warrants to Lender as
follows:

         SECTION 5.01 ORGANIZATION. Borrower is a corporation duly
incorporated and validly existing in good standing under the laws of the
State of Delaware and is duly qualified to do business and in good standing
in each jurisdiction in which the failure to be so qualified could reasonably
be expected to have a material adverse effect on (x) its financial condition,
operations, business or prospects, (y) on its ability to perform the
Obligations or (z) on the enforceability of Lender's security interest in the
Collateral.

                                       33
<Page>

         SECTION 5.02 POWER AND AUTHORITY. Borrower has all requisite
corporate power and authority and has all material governmental licenses,
authorizations, consents and approvals necessary to own its assets and carry
on its business as now being conducted (except as could not reasonably be
expected to have a material adverse effect on its financial condition,
operations, business or prospects), and to execute and deliver and perform
its obligations under this Agreement (including without limitation the pledge
and delivery of Collateral under the Security Agreement), the Note, and each
other Loan Document to which it is a party.

         SECTION 5.03 AUTHORIZATION OF BORROWING. All appropriate and
necessary action has been taken by it to authorize the execution and delivery
of this Agreement, the Note, and each other Loan Document to which it is a
party, and to authorize the performance and observance of the terms hereof
and thereof.

         SECTION 5.04 AGREEMENT BINDING. This Agreement and each other Loan
Document to which it is a party constitutes, and the Note, when executed and
delivered for value will be duly executed and delivered and will constitute,
a legal, valid and binding obligation of Borrower, enforceable in accordance
with their respective terms, except as enforceability may be limited by laws
governing insolvency or creditors' rights generally and general equity
principles. The execution, delivery and performance of this Agreement, the
Note and each other Loan Document to which it is a party does not and will
not violate or conflict with any provision of the Certificate of
Incorporation or By-Laws of Borrower or any provision of law, regulation,
order or other governmental directive, or conflict with, constitute a default
under, or result in the breach of any provision of any material agreement,
ordinance, decree, bond, indenture, order or judgment to which Borrower is a
party or by which it is bound.

         SECTION 5.05 COMPLIANCE WITH LAW. Borrower is conducting its
business and operations in compliance with all applicable laws, regulations,
ordinances and directives of governmental authorities, except to the extent
that any noncompliance results from the failure of Lender to be licensed or
qualified where necessary and except to the extent that any noncompliance
could not reasonably be expected to have a material adverse effect on (x) its
financial condition, operations, business or prospects, (y) on its ability to
perform the Obligations or (z) on the enforceability of Lender's security
interest in the Collateral. Borrower has filed all tax returns required to be
filed and has paid all taxes due in respect of the ownership of its assets
or the conduct of its operations except (a) to the extent that the payment of
such taxes is being contested in good faith by it in appropriate proceedings
and adequate reserves have been provided for the payment thereof, or (b)
with respect to such returns and/or taxes which are not material in either
nature or amount such that any failure to file such returns or pay such taxes
would not materially and adversely affect its financial condition,
operations, business or prospects.

         SECTION 5.06 CONSENTS. All licenses, consents and approvals required
from and all registrations and filings required to be made with any
governmental or other public body or authority for the conduct of Borrower's
business and the making and performance by Borrower of this Agreement, the
Note and each other Loan Document to which it is party have been obtained and
are in effect, except as could not reasonably be expected to have a material
adverse

                                       34
<Page>

effect on (x) its financial condition, operations, business or prospects, (y) on
its ability to perform the Obligations or (z) on the enforceability of Lender's
security interest in the Collateral.

         SECTION 5.07 LITIGATION. There is no action, suit or proceeding at
law or in equity by or before any court, governmental agency or authority or
arbitral tribunal now pending or, to the best of Borrower's knowledge,
threatened against or affecting Borrower which challenges or affects the
legality, validity or enforceability of any Loan Document or the transactions
contemplated thereby or which, if determined adversely, may reasonably be
expected to have a material adverse effect on Borrower's business, operations
or financial condition or prospects.

         SECTION 5.08 FINANCIAL STATEMENTS. The unaudited balance sheets of
Borrower as at November 30, 1997 and the related statements of income for the
fiscal periods ended on such date, heretofore furnished to Lender, are
complete and correct in all material respects and fairly present the
financial condition of Borrower as at said date (subject to normal year-end
audit adjustments), all in accordance with GAAP. On said date, Borrower had
no material contingent liabilities, liabilities for taxes, unusual or
anticipated losses from any unfavorable commitments, except as referred to or
reflected in said balance sheet as at said date. Since November 30, 1997
there has been no Material Adverse Change.

         SECTION 5.09 OTHER OBLIGATIONS. Borrower is not in default in the
performance, observance or fulfillment of any obligation, covenant or
condition in any of the Loan Documents to which it is a party or in any
agreement or instrument to which it is a party or by which it is bound the
result of which could reasonably be expected to have a material adverse
effect on its business, operations or financial condition.

         SECTION 5.10 REGULATION G. No proceeds of any Loan will be used,
directly or indirectly, by Borrower for the purpose of purchasing or carrying
any Margin Stock (as defined in Regulation G of the Board of Governors of the
Federal Reserve System) or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry Margin Stock
or for any other purpose which might cause any Loan to be a "purpose credit"
within the meaning of Regulation G.

         SECTION 5.11 INVESTMENT COMPANY ACT, ETC. Borrower is not an
"investment company" or a company "controlled" by an investment company
within the meaning of the Investment Company Act of 1940, as amended.
Borrower is not subject to regulation under any Requirement of Law (other
than Regulation X of the Board) which limits its ability to incur
Indebtedness.

         SECTION 5.12 CHIEF EXECUTIVE OFFICE. The chief executive office of
Borrower is located at One Mack Centre Drive, Paramus, New Jersey 07652.

         SECTION 5.13 COLLATERAL SECURITY. (a) Borrower owns and will own
each item which it pledges as Collateral, free and clear of any and all
Liens, other than (i) Liens created in favor of Lender pursuant to the
Security Agreement and (ii) (A) Liens of CBT under the CBT Warehouse
Agreement and (B) Liens of Lender under Bridge Facility and the Receivable


                                      35

<Page>

Purchase Facility (which in the case of such Liens referred to in this clause
(ii) will be released no later than immediately prior to any pledge of such
Collateral to Lender under the Security Agreement). No security agreement,
financing statement or other public notice similar in effect with respect to all
or any part of the Collateral is or will be on file or of record in any public
office, except such as have been or may hereinafter be filed pursuant to this
Agreement and the Security Agreement.

         (b) The Security Agreement is effective to create, as collateral
security for (x) the Obligations hereunder and (y) the obligations of
Borrower as guarantor of obligations of Receivables Corp. under and as
provided in the Residual Financing Agreements, valid and enforceable Liens on
the Collateral in favor of Lender.

         (c) Upon filing of the financing statement(s) delivered to Lender by
Borrower on the Closing Date with the Secretary of State of the State of New
Jersey (which financing statement(s) is in proper form for filing in such
jurisdiction) and the delivery to, and continuing possession by, Lender or its
nominee of the Collateral, the Liens created pursuant to this Agreement and the
Security Agreement will constitute a first priority perfected security interest
in the Collateral in favor of Lender, which Liens will be prior to all other
Liens of all other Persons and which Liens are enforceable as such as against
all other Persons.

         SECTION 5.14 OWNERSHIP OF PROPERTIES. Borrower has good and
marketable title to any and all of its properties and assets.

         SECTION 5.15 FULL DISCLOSURE. No representation or warranty made by
or on behalf of Borrower contained in this Agreement or in any other Loan
Document to which it is a party and no information (written or oral) or
information in any certificate, financial statement or report furnished or to
be furnished by or on behalf of Borrower hereunder or thereunder or in
connection with the transactions contemplated hereby or thereby contains or
will contain an untrue statement of a material fact, or omits or will omit to
state any material fact necessary to make the statements herein or therein
contained, in the light of the circumstances under which they were made, not
misleading.

         SECTION 5.16 ERISA. Neither Borrower nor any of its Subsidiaries (as
applicable) maintains any Plans, and Borrower agrees to notify Lender in
advance of forming any Plans. Neither Borrower nor any Commonly Controlled
Entity has any obligations or liabilities with respect to any employee
pension benefit plans or Multiemployer Plans, nor have any such Persons had
any obligations or liabilities with respect to any such Plans during the
five-year period prior to the date this representation is made or deemed
made. Borrower will give notice if at any time it or any Commonly Controlled
Entity has any obligations or liabilities with respect to any employee
pension benefit plan or Multiemployer Plan. All Plans maintained by Borrower
or any Commonly Controlled Entity are in substantial compliance with all
applicable laws (including ERISA). Borrower is not an employer under any
Multiemployer Plan.

         SECTION 5.17 THE SECURITY AGREEMENT, ETC. Each of the
representations and warranties


                                      36

<Page>

of Borrower contained in the Security Agreement is true and correct. No party to
any Loan Document is in default under any of its obligations thereunder.

         SECTION 5.18 ELIGIBLE CONTRACTS. All Contracts included in the
Borrowing Base are Eligible Contracts.

         SECTION 5.19 INSURANCE. Set forth on Schedule E hereto is a true and
accurate list of all insurance maintained by Borrower. Each such policy is in
full force and effect and all premiums due and owing thereon are current.

         SECTION 5.20 OWNERSHIP OF BORROWER. AMC and/or any of its Affiliates
owns beneficially and of record at least 80% of the issued and outstanding
Capital Stock of Borrower free and clear of all Liens.

         SECTION 5.21 FINANCIAL CONDITION. At December 31, 1997, Borrower had
on a consolidated basis a net worth calculated in accordance with GAAP
(including advances and loans from AMC or its Affiliates (other than
subsidiaries of Borrower) to Borrower and subordinated debt with maturities
exceeding three years) of at least $5 million.

                        ARTICLE VI. AFFIRMATIVE COVENANTS

         Until all of the Obligations have been paid in full, the Commitment
has been terminated and this Agreement has been terminated:

         SECTION 6.01 NOTICE OF DEFAULTS, ETC. Borrower shall promptly give
notice to Lender of the occurrence of (a) any Default or Event of Default,
specifying the event and the action which Borrower proposes to take with
respect thereto, (b) any event or occurrence which will or could reasonably
be expected to adversely affect the collectibility of any material portion of
the Contracts or the ability of Borrower to service such Contracts or the
ability of Borrower to perform its obligations under any Loan Document to
which it is a party or any other event or occurrence which individually or in
the aggregate could reasonably be expected to materially and adversely affect
Borrower's financial condition, operations, business or prospects.

         SECTION 6.02 TAXES. Borrower shall pay and discharge all taxes and
governmental charges upon it or against any of its properties or assets or
its income prior to the date after which penalties attach for failure to pay,
except (a) to the extent that Borrower shall be contesting in good faith in
appropriate proceedings its obligation to pay such taxes or charges, adequate
reserves having been set aside for the payment thereof, or (b) with respect
to such taxes and charges which are not material in either nature or amount
such that any failure to pay or discharge them, and any resulting penalties,
either in any one instance or in the aggregate, would not materially and
adversely affect the financial condition, operations, business or prospects
of Borrower.


                                      37

<Page>

         SECTION 6.03 SEPARATE EXISTENCE; NO COMMINGLING. Borrower and each
of its Subsidiaries shall maintain separate books and records and accounts in
order to maintain a separate and distinct corporate identity from any other
entity, including AMC and any of Borrower's other Affiliates. Borrower shall
not commingle any of its funds with the funds of any other such entity.

         SECTION 6.04 FINANCING STATEMENTS. At the request of Lender,
Borrower shall execute such financing statements as Lender determines may be
required by law to perfect, maintain and protect the interest of Lender in
the Collateral and in the proceeds thereof

         SECTION 6.05 BOOKS AND RECORDS; OTHER INFORMATION. (a) Borrower
shall maintain accurate and complete books and records with respect to the
Collateral and Borrower's business. All accounting books and records shall be
maintained in accordance with GAAP.

         (b) Only to the extent reasonably necessary to protect Lender's
interest hereunder, Borrower shall, and shall cause each of its Subsidiaries
to, permit any representative of Lender to visit and inspect any of the
properties of Borrower and such Subsidiaries to examine the books and records
of Borrower and such Subsidiaries and to make copies and take extracts
therefrom, and to discuss the business, operations, properties, condition
(financial or otherwise) or prospects of Borrower and each such Subsidiary or
any of the Collateral with the officers and independent public accountants
thereof and as often as Lender may reasonably request, and so long as no
Default or Event of Default shall have occurred and be continuing, all at
such reasonable times during normal business hours upon reasonable notice.
In connection with the matters described in this Section 6.05(b), Lender
shall not at any time use or disclose to any Person, except to any
professional adviser who needs to know such information in connection with
the transactions contemplated hereby, or except in connection with any
litigation or arbitral proceedings commenced by or against Lender or any of
its affiliates, any information that may be within or may come to its or
their knowledge if such information is of a type that would generally be
expected to be held as confidential; PROVIDED, HOWEVER, that the foregoing
shall not apply to the extent that such information was (i) previously known
by Lender from sources other than Borrower or its directors, officers or
agents, (ii) in the public domain through no fault of Lender, (iii) lawfully
acquired by Lender on a non-confidential basis from other sources who are not
known by Lender to be bound by a confidentiality agreement with Borrower or
(iv) required to be disclosed by judicial or administrative process or by any
other Requirement of Law.

         (c) Borrower shall provide to Lender all information regarding its
operations and practices as Lender shall reasonably request in writing.

         SECTION 6.06 PAYMENT OF FEES AND EXPENSES. Borrower shall pay to
Lender, on demand, any and all fees, costs or expenses which Lender pays to a
bank or other similar institution arising out of or in connection with the
return of payments from Borrower deposited for collection by Lender.

         SECTION 6.07 CONTINUITY OF BUSINESS AND COMPLIANCE WITH AGREEMENT.
Borrower


                                      38

<Page>

shall continue in business in a prudent, reasonable and lawful manner with all
licenses, permits, and qualifications necessary to perform its respective
obligations under this Agreement, except where such failure could not reasonably
be expected to materially and adversely affect such performance or the
enforceability of Lender's security interest in the Collateral.

         SECTION 6.08 FINANCIAL STATEMENTS AND ACCESS TO RECORDS. Borrower
shall provide Lender with quarterly unaudited financial statements within
sixty (60) days of the end of Borrower's first three fiscal quarters, and
Borrower will provide Lender with audited annual financial statements within
one hundred twenty (120) days of each of Borrower's fiscal year-end audited
by a nationally recognized independent certified public accounting firm. Upon
request of Lender, Borrower shall provide Lender with unaudited monthly
financial statements. Borrower shall deliver to Lender with each financial
statement a certificate by Borrower's chief financial officer, certifying
that such financial statements are complete and correct in all material
respects and that, except as noted in such certificate, such chief financial
officer has no knowledge of any Event of Default or any event which with the
giving of notice or the passing of time or both would constitute an Event of
Default.

         SECTION 6.09 FINANCIAL CONDITION. Borrower shall maintain on a
consolidated basis a net worth calculated in accordance with GAAP (including
advances and loans from AMC or its Affiliates (other than subsidiaries of
Borrower) to Borrower and subordinated debt with maturities exceeding three
years) of at least $5 million.

         SECTION 6.10 LITIGATION MATTERS. Borrower shall notify Lender in
writing, promptly upon its learning thereof, of any litigation, arbitration
or administrative proceeding which may reasonably be expected to materially
and adversely affect the operations, financial condition or business of
Borrower or Borrower's ability to perform under this Agreement or any other
Loan Document to which it is a party, or involve Lender's security interest
in the Collateral or other rights under this Agreement or any other Loan
Document to which it is a party, or the Note.

         SECTION 6.11 FULFILLMENT OF OBLIGATIONS. Borrower shall pay and
perform, as and when due, all of its obligations of whatever nature, except
where the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of Borrower, and except to
the extent that the failure to do so could not individually or in the
aggregate reasonably be expected to materially and adversely affect the
financial condition, operations, business or prospects of Borrower.

         SECTION 6.12 NOTICE OF CHANGE OF CHIEF EXECUTIVE OFFICE. Borrower
will provide Lender with not less than 30 days prior written notice of any
change in the chief executive office of Borrower to permit Lender to make any
additional filings necessary to continue Lender's perfected security interest
in the Collateral.

         SECTION 6.13 COMPLIANCE WITH LAWS, ETC. Borrower shall, and shall
cause each of its subsidiaries to, comply (i) in all material respects with
all Requirements of Law and any change


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<Page>

therein or in the application, administration or interpretation thereof
(including, without limitation any request, directive, guideline or policy,
whether or not having the force of law) by any Governmental Authority charged
with the administration or interpretation thereof; and (ii) with all indentures,
mortgages, deeds of trust, agreements, or other instruments or contractual
obligations to which it is a party, including without limitation, each Loan
Document to which it is a party, or by which it or any of its properties may be
bound or affected, or which may affect the Contracts, if the failure to comply
therewith could, individually or in the aggregate, reasonably be expected to
materially and adversely affect the financial condition, operations, business or
prospects of Borrower.

         SECTION 6.14 BORROWING BASE CERTIFICATES. Borrower shall deliver to
Lender no later than 10:00 a.m. (New York City time) two (2) Business Days
prior to each Remittance Date (the "BORROWING BASE CALCULATION DATE") during
the term hereof, a Borrowing Base Certificate as of the close of business on
the last day of the immediately preceding calendar month.

         SECTION 6.15 MONTHLY REPORTING REQUIREMENTS. Borrower shall deliver,
or cause to be delivered, via facsimile, to Lender no later than 10:00 a.m.
(New York City time) two (2) Business Days prior to each Remittance Date
during the term hereof, a Remittance Certificate signed by a Responsible
Officer of Borrower, with any schedules to be attached thereto to be
delivered via electronic transmission in a format acceptable to Lender.

                         ARTICLE VII. NEGATIVE COVENANTS

         Until all of the Obligations have been paid in full, the Commitment
has been terminated and this Agreement has been terminated:

         SECTION 7.01 ADVERSE TRANSACTIONS. Borrower shall not enter into any
transaction which adversely affects the Collateral or Lender's rights under
this Agreement or the Note.

         SECTION 7.02 GUARANTIES. Borrower shall not Guarantee or otherwise
in any way become liable with respect to the obligations or liabilities, of
any other Person if any such action would constitute a breach of the covenant
contained in Section 6.09 hereof, except (a) for the obligations of
affiliates of Borrower to Lender and (b) by customary endorsement of
instruments or items of payment for deposit to the general account of
Borrower or for delivery to Lender.

         SECTION 7.03 LIENS. Borrower shall not grant or otherwise create any
Lien on the Capital Stock of Receivables Corp., except to Financial Security
Assurance Inc. under the Stock Pledge and Collateral Agency Agreement dated
as of March 1, 1997 among Borrower, as pledgor, Financial Security Assurance
Inc., as pledgee, and CBT, as collateral agent, as such agreement may be
amended, supplemented or otherwise modified from time to time.

         SECTION 7.04 INVESTMENTS; DIVIDENDS. The covenants set forth in this
Section 7.04 shall be effective as of the Closing Date and shall remain
effective until the net worth of AMC


                                      40

<Page>

calculated in accordance with GAAP shall be greater than $75 million (and such
covenants shall be reinstated if the foregoing condition does not remain
satisfied):

        (a)       INVESTMENTS. Borrower shall not make any investment in any
                  Person through the direct or indirect holding of securities or
                  otherwise, other than in the ordinary course of business or in
                  connection with the future securitization of Contracts.

        (b)       DIVIDENDS. Borrower shall not declare or pay any dividends.

         SECTION 7.05 LOANS; CAPITAL STRUCTURE, AFFILIATES. The covenants set
forth in this Section 7.05 shall become effective (i) upon written notice
from Lender to Borrower that Lender has determined a material adverse change
as described in Section 8.01(1) hereof has occurred or (ii) in the event that
AMC shall have breached the net worth covenant set forth in Section 10(g) of
the AMC Guarantee:

         (a) LIMITATIONS ON LOANS, OTHER ADVANCES BY BORROWER. Except for
routine and customary salary advances or loans to employees in connection
with relocation expenses consistent with past practice of AMC and its
affiliates, Borrower shall not make any unsecured loans or other advances of
money to officers, directors, employees, stockholders, or affiliates in
excess of $50,000 in the aggregate. Other than the indebtedness under this
Agreement and the Note, Borrower shall not incur any long term or working
capital debt if such action would constitute a breach of the covenant
contained in Section 6.09 hereof.

         (b) CHANGES IN CAPITAL STRUCTURE OR BUSINESS OBJECTIVES. Borrower
shall not do any of the following if it will adversely affect the payment or
performance of, or Borrower's ability to pay and/or perform, its obligations
to Lender with respect to this Agreement or any other Loan Document to which
it is a party, or the Note: (i) redeem, retire, purchase or otherwise
acquire, directly or indirectly, any of Borrower's stock, except in
connection with employment or similar agreements with officers and directors
of Borrower consistent with past practice, or (ii) make any change in
Borrower's capital structure, or (iii) make any material change in any of its
business objectives, purposes or operations which could reasonably be
expected to adversely affect the payment or performance of, or Borrower's
ability to pay and/or perform, its obligations to Lender with respect to this
Agreement or any other Loan Document to which it is a party, or the Note.

         (c) TRANSACTIONS WITH AFFILIATES. Borrower shall not enter into, or
be a party to, any transaction with any affiliate or stockholder of Borrower,
except, consistent with Borrower's practice before entering into this
Agreement, in the ordinary course of, and pursuant to the reasonable
requirements of, Borrower's business and upon fair and reasonable terms
(which Borrower agrees to discuss with Lender from time to time upon Lender's
request) which are not materially less favorable than would be obtained in a
comparable arm's-length transaction with a person or entity not an affiliate
or stockholder of Borrower.


                                      41

<Page>

                         ARTICLE VIII. EVENTS OF DEFAULT

         SECTION 8.01 EVENTS OF DEFAULT. Each of the following events and
occurrences shall constitute an Event of Default under this Agreement:

         (a) Any payment by or on behalf of Borrower shall fail to be made to
Lender when due of principal or interest on the Loans or of any other
Obligation within three Business Days of its due date;

         (b) The earlier to occur of (i) a Responsible Officer having actual
knowledge of Borrower's failure to perform or observe any material provision
of Article VII of this Agreement, or AMC's failure to perform or observe any
material provision of the AMC Guarantee (such materiality, as determined by
Lender) and (ii) written notice of such failure to perform or observe from
Lender to Borrower or AMC, as the case may be which has not been cured within
30 days of either (i) or (ii), as applicable;

         (c) Borrower shall fail to perform or observe any other provision of
this Agreement (other than as referred to in Sections 8.01(a) or 8.01(b)) or
the Note, or AMC shall fail to perform or observe any material provision of
the AMC Guarantee (other than as referred to in Sections 8.01(a) or 8.01(b))
within 30 days following the earlier of (i) a Responsible Officer having
actual knowledge of such failure to perform or observe or (ii) written notice
thereof from Lender;

         (d) Borrower or AMC shall fail to pay any money due under any other
agreement, note, indenture or instrument evidencing, securing, Guaranteeing
or otherwise relating to Indebtedness of Borrower or AMC, including, without
limitation, Indebtedness relating to any Residual Financing Agreement, which
failure to pay constitutes an event of default under any such agreement or
instrument or constitutes a default thereunder and such default shall
continue beyond the grace period (not to exceed one Business Day), if any,
therein specified and, in connection with such default, the maturity of such
Indebtedness is accelerated; or Borrower or AMC shall default in the
observance or performance of any other covenant or condition in any such
agreement or instrument and such default shall continue beyond the grace
period, if any, therein specified and, in connection with such default, the
maturity of such Indebtedness is accelerated; or any other event shall occur
or condition shall exist if the effect of such event or condition is to
accelerate the maturity of such Indebtedness; or any such Indebtedness shall
be declared due and payable prior to the stated maturity thereof; other than,
in each case, Indebtedness with respect to which the failure to pay could
not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the financial condition, operations, business or
prospects of Borrower or AMC, as the case may be;

         (e) Borrower or AMC receives notice, or a Responsible Officer has
knowledge, of a breach by Borrower or AMC of any material representation,
warranty or obligation contained in this Agreement, the Note, the AMC
Guarantee, the Loan Documents or in any other agreement with Lender provided
that (i) a breach by Borrower or AMC of a representation or warranty in


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<Page>

a Loan Document shall not constitute an Event of Default hereunder if such party
shall have cured such breach within the applicable cure period therein
specified, if any, set forth in such Loan Document; provided, further, that any
such breach which is a breach of Section 6.11 hereof caused by an event
described in Section 8.01(d) shall constitute an Event of Default only as
provided in Section 8.01(d).

         (f) The Collateral or any other assets of Borrower or AMC are
attached, seized, levied upon or subjected to a writ or distress warrant, or
come within the possession of any receiver, trustee, custodian or assignee
for the benefit of Borrower or AMC and the same is not dissolved or dismissed
within sixty (60) days thereafter except where any such actions or events
would not either individually or in the aggregate materially and adversely
affect the financial condition, operations, business or prospects of Borrower
or AMC, as the case may be; an application is made by any Person other than
Borrower or AMC for the appointment of a receiver, trustee, or custodian for
the Collateral or a material portion of the assets of, Borrower or AMC and
the same is not dismissed within sixty (60) days after the application
thereof, or Borrower or AMC shall have concealed, removed or permitted to be
concealed or removed, in the case of Borrower, any part, and in the case of
AMC, any material portion, of its property with intent to hinder, delay or
defraud its creditors or made or suffered a transfer of any of its property
which is fraudulent under any bankruptcy, fraudulent conveyance or other
similar law;

         (g) An application is made by Borrower or AMC for the appointment of
a receiver, trustee or custodian for the Collateral or any other assets of
Borrower or AMC; a petition under any section or chapter of the Bankruptcy
Code or federal or state law or regulation shall be filed by Borrower or AMC,
or Borrower or AMC shall make an assignment for the benefit of its creditors,
or any case or proceeding shall be filed by Borrower or AMC for its
dissolution, liquidation, or termination, by Borrower or AMC, or Borrower or
AMC ceases to conduct its business;

         (h) Borrower or AMC is enjoined, restrained or in any way prevented
by court order from conducting all or any material part of its business
affairs, or a petition under any section or chapter of the Bankruptcy Code or
any similar federal or state law or regulation is filed against Borrower or
AMC, or any case or proceeding is filed against Borrower or AMC, for its
dissolution or liquidation, and such injunction, restraint, petition, case or
proceeding is not dismissed within sixty (60) days after the entry of filing
thereof; or

         (i) Borrower or AMC becomes insolvent or admits in writing to its
inability to pay its debts as they mature;

         (j) Lender shall for any reason cease to have a first priority
perfected security interest in the Collateral free and clear of all Liens,
solely to the extent that such condition is not cured by or on behalf of
Borrower, within five days of such cessation, by repurchasing any Contract
which, due to such lack of perfection, is deemed to be an Ineligible Contract
hereunder, by paying any resulting Borrowing Base Deficiency in accordance
with the provisions of Section 3.03(d) hereof;


                                      43

<Page>

         (k) The AMC Guarantee shall cease to be in full force and effect or
AMC or an officer or authorized representative acting on its behalf shall so
assert;

         (l) Lender, in its good faith judgment, has reasonable cause to
believe that there has been a material adverse change in (i) the Collateral,
(ii) Lender's rights under this Agreement, the Note or the AMC Guarantee or
any other Loan Document or (iii) the business, operations, prospects or
condition (financial or otherwise) of Borrower or AMC (which, in the case of
this clause (iii), has not been cured within three Business Days following
written notice thereof from the Lender); PROVIDED, that Lender, in its good
faith judgment, has reasonable cause to believe that as a result of such
event (x) Borrower may be unable to fulfill its obligations hereunder or (y)
AMC may be unable to fulfill its obligations under the AMC Guarantee; or

         (m) (i) Borrower shall at any time resign, or be terminated, as a
servicer under any securitization; or (ii) Borrower shall at any time receive
notice that it will not be renewed as servicer under any securitization and
such notice is not revoked within three (3) Business Days.

         SECTION 8.02 REMEDIES OF DEFAULT. (a) If not cured within the cure
period, if any, provided within the relevant provision, then upon the
continuance of such Event of Default Lender may, by notice to Borrower (which
notice shall be deemed given automatically upon occurrence of an Event of
Default referred to in paragraph (f), (g), (h) or (i) of Section 8.01
terminate its commitment to make any Loans hereunder, and declare immediately
due and payable all principal, interest and other Obligations payable
hereunder and under the Note by Borrower then due and payable that would
otherwise be due after the date specified in the notice (or the date such
notice is deemed given), whereupon all those amounts shall become immediately
due and payable, all without further diligence, presentment, demand of
payment, protest or notice of any kind, all of which are expressly waived by
Borrower. If any Event of Default shall occur and be continuing, Lender may
exercise all rights and remedies of a secured party under the UCC, and, to
the extent permitted by law, all other rights and remedies granted to Lender
in this Agreement and the AMC Guarantee and in any other instrument or
agreement securing, evidencing or relating to the Obligations. Without
limitation to the foregoing, such actions may include selling the Collateral
in a commercially reasonable manner as determined by Lender, instituting suit
in equity or instituting other appropriate proceedings, whether for the
specific performance of any agreement contained herein, or for an injunction
against a violation of any of the terms hereof, or in aid of the exercise of
any power granted hereby or by law. If Lender opts to sell or otherwise
dispose of the Collateral as one of its remedies upon an Event of Default,
Borrower shall remain liable for any remaining deficiency upon applying the
proceeds of such sale or other disposition against any and all Obligations,
including, without limitation, the reasonable fees and disbursements of any
attorneys employed by Lender to collect such deficiency.

         (b) (i) Without limitation to any of the provisions or remedies set
forth in Section 8.02(a), if any Event of Default shall have occurred and be
continuing, Borrower may, with the consent of Lender in Lender's sole
discretion, (A) make a principal payment on the Loans in such


                                      44
<Page>

amount as Lender shall specify or (B) pledge additional Collateral having
such value, as determined by Lender in its sole discretion, as Lender shall
specify. If Lender consents to Borrower's taking such action as is described
in this Section 8.02(b) upon an Event of Default, Borrower shall remain
liable for any remaining deficiency between the amount of the Obligations and
the amount of the principal payment or pledge of additional Collateral made
pursuant hereto, and under no circumstances shall Lender's consent to such
action be construed as a waiver of such deficiency or a modification of the
Obligations.

         (ii) In the event that Borrower shall hereinafter pledge any
additional Collateral to Lender as specified in Section 8.02(b)(i), Borrower
shall, concurrently with such pledge, deliver to Lender an opinion of counsel
in form and substance reasonably satisfactory to Lender regarding priority,
perfection and the absence of Liens in respect of such Collateral.

         (c) Notwithstanding anything in Section 7.05 to the contrary, it is
expressly understood and agreed that Lender shall have sole discretion in
determining whether to enforce the covenants set forth in Section 7.05 or
immediately to pursue the remedies set forth in this Section 8.02 upon the
occurrence of a material adverse change as described in Section 8.01(1).
Under no circumstances shall Lender's decision to enforce the covenants set
forth in Section 7.05 following such a material adverse change be construed
as a waiver of the Event of Default described in Section 8.01(1), or
otherwise in any way modify, limit, delay or impair any rights which Lender
would otherwise have pursuant to this Section 8.02.

         (d) Lender shall use its reasonable efforts to notify AMC upon the
occurrence of an Event of Default; provided, however, that the omission so to
notify shall not relieve AMC from any liability which it may have to Lender
(or extend the period of time within which performance is required by AMC) in
connection with such Event of Default or from any of its respective
obligations under the AMC Guarantee.

             ARTICLE IX. ADMINISTRATION AND SERVICING OF CONTRACTS

         SECTION 9.01 ADMINISTRATION AND SERVICING OF CONTRACTS. Borrower,
for the benefit of Lender (to the extent provided herein), shall manage,
service, administer and make collections on the Contracts with reasonable
care, using that degree of skill and attention that Borrower exercises with
respect to all comparable automotive receivables that it services for itself
or others. Borrower's duties shall include collection and posting of all
payments, responding to inquiries of Obligors on such Contracts,
investigating delinquencies, sending monthly statements to Obligors,
reporting tax information to Obligors where required by law, accounting for
collections, furnishing the Lockbox Depository with wire transfer
instructions pursuant to Section 3.10(b) and furnishing such monthly and
annual statements to Lender with respect to distributions and such other
reports as are set forth herein. Subject to the provisions of Section 9.02,
Borrower shall follow its customary standards, policies and procedures in
performing its duties as servicer of the Contracts hereunder. Without
limiting the generality of the foregoing, Borrower is authorized and
empowered to execute and deliver, on behalf of itself and Lender or either of
them, any and all instruments of satisfaction or cancellation, or partial or
full release or discharge, and all other


                                       45

<Page>

comparable instruments, with respect to such Contracts or to the Financed
Vehicles securing such Contracts. If Borrower shall commence a legal
proceeding to enforce a Contract, Lender shall thereupon be deemed to have
automatically assigned, solely for the purpose of collection, such Contract
to Borrower. If in any enforcement suit or legal proceeding it shall be held
that Borrower may not enforce a Contract on the ground that it shall not be a
real party in interest or a holder entitled to enforce such Contract, Lender
shall, at Borrower's expense and direction, take reasonable steps to enforce
such Contract, including bringing suit in Borrower's name or the name of
Lender. Lender shall upon the written request of Borrower furnish Borrower
with any powers of attorney and other documents reasonably necessary or
appropriate to enable Borrower to carry out its servicing and administrative
duties hereunder.

         SECTION 9.02 COLLECTION AND ALLOCATION OF CONTRACT PAYMENTS.
Borrower shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Contracts as and when the same shall
become due and shall follow such collection procedures as it follows with
respect to all comparable automotive receivables that it services for itself
or others. For purposes of this Agreement, Borrower shall allocate
collections between principal and interest in accordance with the actuarial
method, in the case of Precomputed Contracts, and the Simple Interest Method,
in the case of Simple Interest Contracts, and, in each case, in accordance
with the customary servicing procedures it follows with respect to all
comparable automotive receivables that it services for itself. Borrower may
grant extensions, rebates or adjustments on a Contract in accordance with the
customary servicing procedures it follows with respect to all comparable
automotive receivables that it services for itself and others, which shall
not modify the original due dates of the Scheduled Payments on Contracts
other than in accordance with the Payment Deferment and Due Date Change
Policies. Borrower may in its discretion waive any late payment charge or any
other fees that may be collected in the ordinary course of servicing a
Contract. Borrower shall not agree to any alteration of the interest rate on
any Contract except where obligated by law (e.g., the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended) or as permitted by the Payment
Deferment and Due Date Change Policies.

         SECTION 9.03 REALIZATION UPON CONTRACTS. On behalf of Lender,
Borrower shall use its best efforts, consistent with its customary servicing
procedures, to repossess or otherwise convert the ownership of the Financed
Vehicle securing any Contract as to which Borrower shall have determined
eventual payment in full is unlikely. Borrower shall follow such customary
and usual practices and procedures as it shall deem necessary or advisable in
its servicing of automotive receivables, which may include reasonable efforts
to realize upon any recourse to Dealers and selling the Financed Vehicle
securing any such Contract at public or private sale. The foregoing shall be
subject to the provision that, in any case in which the Financed Vehicle
securing any such Contract shall have suffered damage, Borrower shall not
expend funds in connection with the repair or the repossession of such
Financed Vehicle unless it shall determine in its discretion that such repair
and/or repossession will increase the Liquidation Proceeds by an amount
greater than the amount of such expenses.

         SECTION 9.04 PHYSICAL DAMAGE INSURANCE. Borrower shall, in
accordance with its customary servicing procedures, require that each Obligor
shall have obtained physical damage


                                       46

<Page>

insurance covering the Financed Vehicle as of the execution of the Contract.

         SECTION 9.05 MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES.
Borrower shall, in accordance with its customary servicing procedures, take
such steps as are necessary to maintain perfection of the security interest
created by each Contract in the related Financed Vehicle. Borrower is hereby
authorized to take such steps as are necessary to re-perfect such security
interest on behalf of Lender in the event of the relocation of a Financed
Vehicle or for any other reason.

         SECTION 9.06 COVENANTS OF BORROWER RELATING TO SERVICING. (a)
Borrower shall not release the Financed Vehicle securing any Contract from
the security interest granted by such Contract in whole or in part except in
the event of payment in fall by the Obligor thereunder or repossession or
other liquidation of such Financed Vehicle, nor shall Borrower impair the
rights of Lender in such Contract, nor shall Borrower increase the number of
scheduled payments due under a Contract except in conformity with the Payment
Deferment and Due Date Change Policies or as otherwise required by law.

         (b) (i) In the case of any Illinois Contract, (x) Borrower shall not
place collateral protection insurance on any Financial Vehicle upon the
related Obligor's failure to maintain such insurance unless the notice
required by 815 ILCS 180/10 was provided to such Obligor and any co-signer or
guarantor at the time the related retail installment sale transaction was
entered into and (y) in the event such Contract is declared immediately due
and payable (accelerated) upon the occurrence of certain events specified in
the Illinois Form of Contract, Borrower shall not declare, collect or receive
unearned and unaccrued finance charges in the amount accelerated and (ii) in
the case of any New Jersey Contract, Borrower shall not treat non-collateral
items contained in a related repossessed Financial Vehicle as abandoned.

         SECTION 9.07 CUSTODY OF CONTRACT FILES. To assure uniform quality in
servicing the Contracts and to reduce administrative costs, Lender hereby
revocably appoints Borrower, and Borrower hereby accepts such appointment, to
act for the benefit of Lender as custodian of the Contract Files which are
hereby or will hereby be constructively delivered to Lender, as of the
related Borrowing Date with respect to each Contract being pledged to Lender
on such Borrowing Date.

         SECTION 9.08 SAFEKEEPING. Borrower shall hold the Contract Files as
custodian for the benefit of Lender and itself and maintain such accurate and
complete accounts, records and computer systems pertaining to each Contract
File as shall enable Lender to comply with this Agreement. In performing its
duties as custodian Borrower shall act with reasonable care, using that
degree of skill and attention that Borrower exercises with respect to the
Contract Files relating to all comparable automotive receivables that
Borrower services for itself or others. Borrower shall conduct, or cause to
be conducted, periodic audits of the Contract Files held by it under this
Agreement and of the related accounts, records and computer systems, in such
a manner as shall enable Lender to verify the accuracy of Borrower's record
keeping. Borrower shall promptly report to Lender any failure on its part to
hold the Contract Files and maintain its


                                       47
<Page>

accounts, records and computer systems as herein provided and shall promptly
take appropriate action to remedy any such failure. Nothing herein shall be
deemed to require an initial review or any periodic review by Lender of the
Contract Files.

         SECTION 9.09 CUSTODIAN TO HOLD LEGAL FILES. Borrower and Lender
hereby acknowledge that Custodian shall hold the Legal Files as custodian for
the benefit of Borrower and Lender pursuant to the Custody Agreement.

         SECTION 9.10 QUARTERLY STATEMENTS AS TO COMPLIANCE; NOTICE OF
DEFAULT. Borrower shall deliver to Lender, on or before February 15, May 15,
August 15 and November 15 of each year beginning February 15, 1998, an
Officer's Certificate in the form attached hereto as Exhibit Q, dated as of
the preceding December 31, March 31, June 30 and September 30, respectively,
stating that (i) a review of the servicing activities of Borrower during the
preceding three month period (or such shorter period as shall have elapsed
since the first Borrowing Date) and of its performance under this Agreement
has been made under such officer's supervision and (ii) to the best of such
officer's knowledge, based on such review, Borrower has fulfilled all its
servicing obligations under this Agreement throughout such period or, if
there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof.

         SECTION 9.11 ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'
REPORT. Borrower shall cause a firm of independent certified public
accountants, which may also render other services to Borrower or their
affiliates, to deliver to Lender on or before April 30 of each year beginning
April 30, 1998, a report addressed to the Board of Directors of Borrower, to
the effect that such firm has examined the financial statements of Borrower
and issued its report thereon and that such examination (a) was made in
accordance with generally accepted auditing standards and accordingly
included such tests of the accounting records and such other auditing
procedures as such firm considered necessary in the circumstances; (b)
included tests relating to automotive loans serviced for others in accordance
with the requirements of the Uniform Single Attestation Program for Mortgage
Bankers (the "Program"), to the extent the procedures in such Program are
applicable to the servicing obligations set forth in this Agreement; and (c)
except as described in the report, disclosed no exceptions or errors in the
records relating to automobile, van, sport utility vehicle and light-duty
truck loans serviced for others that, in the firm's opinion, such Program
requires such firm to report. Such report will also indicate that the firm is
independent of Borrower within the meaning of the Code of Professional Ethics
of the American Institute of Certified Public Accountants.

         SECTION 9.12 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING CONTRACTS. Borrower shall provide to Lender access to the Contract
Files to review such documentation. Access shall be afforded without charge,
but only upon reasonable request and during the normal business hours at the
respective offices of Borrower. Nothing in this Section shall affect the
obligation of Borrower to observe any applicable law prohibiting disclosure
of information regarding the Obligors and the failure of Borrower to provide
access to information as a result of such obligation shall not constitute a
breach of this Section.

                                       48
<Page>

         SECTION 9.13 SERVICING AND OTHER EXPENSES. Borrower shall be
required to pay all expenses incurred by it in connection with its activities
hereunder, including fees and disbursements of independent accountants, taxes
imposed on Borrower and expenses incurred in connection with payments and
reports to Lender. Borrower shall also pay all Dealer Participation Fees and
in no event shall Lender have any liability for such fees.

         SECTION 9.14 APPOINTMENT OF SUB-SERVICER. Borrower may at any time
appoint a sub-servicer to perform all or any portion of its servicing
obligations; PROVIDED, HOWEVER, that Borrower shall remain obligated and be
liable to Lender for the servicing and administering of the Contracts in
accordance with the provisions hereof without diminution of such obligation
and liability by virtue of the appointment of such sub-servicer and to the
same extent and under the same terms and conditions as if Borrower alone were
servicing and administering the Contracts. The fees and expenses of the
sub-servicer shall be as agreed between Borrower and its sub-servicer from
time to time, and Lender shall not have any responsibility therefor.

         SECTION 9.15 PROTECTION OF TITLE TO CONTRACTS. (a) Borrower shall
execute and file such financing statements and cause to be executed and filed
such continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of
Lender in the Contracts and in the proceeds thereof. Borrower shall deliver
(or cause to be delivered) to Lender file-stamped copies of, or filing
receipts for, any document filed as provided above, as soon as available
following such filing.

         (b) Borrower shall not change its name, identity or corporate
structure in any manner that would, could or might make any financing
statement or continuation statement filed in accordance with paragraph (a)
above seriously misleading within the meaning of Section 9-402(7) of the UCC,
unless it shall have given Lender at least five (5) days' prior written
notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.

         (c) Borrower shall have an obligation to give Lender at least thirty
(30) days' prior written notice of any relocation of its principal executive
office if, as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing statement and
shall promptly file any such amendment or new financing statement. Borrower
shall at all times maintain each office from which it shall service
Contracts, and its principal executive office, within the United States of
America.

         (d) Borrower shall maintain accounts and records as to each Contract
accurately and in sufficient detail to permit (i) the reader thereof to know
at any time the status of such Contract, including payments and recoveries
made and payments owing (and the nature of each) and (ii) reconciliation
between payments or recoveries on (or with respect to) each Contract and the
amounts from time to time deposited in the Collection Account and the
Payahead Account in respect of such Contract.


                                       49
<Page>

         (e) Borrower shall maintain its computer systems so that, from and
after the time of pledge under the Security Agreement of the Contracts,
Borrower's master computer records (including any backup archives) that refer
to a Contract shall indicate clearly the interest of Lender in such Contract;
including, without limitation, by placing all of the Contracts subject to
such Lien in a single branch on Borrower's Loan Accounting System. Indication
of Lender's interest in a Contract shall be deleted from or modified on
Borrower's computer systems when, and only when, the related Loan shall have
been paid in full.

         (f) Borrower shall permit Lender and its agents at any time during
normal business hours and upon reasonable notice to inspect, audit and make
copies of and abstracts from Borrower's records regarding any Contract.

         (g) Upon request, Borrower shall furnish to Lender, within five (5)
Business Days, a list of all Contracts (by contract number and name of
Obligor) then being serviced by Borrower under this Agreement, together with
a reconciliation of such list to the List of Contracts and to each of the
Remittance Certificates furnished before such request.

                            ARTICLE X. MISCELLANEOUS

         SECTION 10.01 SET-OFF. In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
during the continuance of any Event of Default hereunder Lender is hereby
authorized at any time and from time to time, without notice to Borrower, or
to any other person or entity, any such notice being hereby expressly waived,
to set-off against any obligation owing by Lender or any affiliate of Lender
to Borrower, or against any funds or other property of Borrower or any of its
Subsidiaries held by or otherwise in the possession of Lender or any
affiliate of Lender, the obligations and liabilities of Borrower or any of
its Subsidiaries to Lender under this Agreement irrespective of whether or
not Lender shall have made any demand hereunder.

         SECTION 10.02 AMENDMENTS, WAIVERS, ETC. None of the Loan Documents
or any terms thereof may be amended, modified or otherwise supplemented
except in writing signed by the parties thereto. In the case of any waiver of
a Default or Event of Default, any Default or Event of Default waived shall
be deemed to be cured and not continuing; but no such waiver shall extend to
any subsequent or other Default or Event of Default, or impair any right
consequent thereon.

         SECTION 10.03 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of Lender in exercising any right, remedy, power or privilege under
any Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of, or any abandonment or discontinuance of steps to enforce
any right, remedy, power or privilege under any Loan Document preclude any
other or further exercise thereof or the exercise of any other rights,
remedies or privileges thereunder. The rights, remedies, powers and
privileges provided in the Loan Documents are cumulative and may be exercised
singularly or concurrently and are not exclusive of any other rights,
remedies, powers or privileges provided by law.


                                       50
<Page>

         SECTION 10.04 PAYMENT OF EXPENSES, INDEMNITY, ETC. Borrower agrees to:

         (a) pay or reimburse Lender on demand for all its out-of-pocket
fees, costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, modification or supplement
to, or any waiver under, any Loan Document and any other document prepared in
connection therewith, and the consummation and administration of the
transactions contemplated thereby, including, without limitation, the
reasonable fees and disbursements of counsel to Lender with respect to any of
the foregoing, including, without limitation, such fees and disbursements
incurred in advising the Lender from time to time as to its rights and
remedies under any Loan Document, subject, with respect to the fees and
disbursements of Brown & Wood LLP incurred in connection with the
preparation, negotiation and execution of this Agreement and the other Loan
Documents, to the previously agreed upon $70,000 limit on such fees and
disbursements; PROVIDED, HOWEVER, that, other than in connection with the
preparation, execution and delivery of this Agreement, Borrower shall not be
obligated to reimburse Lender for the foregoing costs and expenses of counsel
unless such costs and expenses are incurred in connection with:

                  (i) the advice of counsel with respect to (A) the
         performance of Borrower or AMC, and/or any of their respective
         Subsidiaries under any Loan Document (including without limitation,
         changes to the definition of Eligible State as provided in such
         definition) or (B) (x) the rights of Lender under any Loan Document
         or (y) Lender's rights relating to the Collateral (including, without
         limitation, its security interest therein), in each case in this
         clause (B) in connection with any change in the condition (financial
         or otherwise), operations, business or prospects of the Borrower or
         any of its Affiliates;

                  (ii) any waiver in respect of any Loan Document (whether or
         not executed or otherwise granted as provided in such Loan Document);

                  (iii) any amendment, supplement or modification in respect of
         any Loan Document that is executed by the parties thereto as required
         by such Loan Document; or

                  (iv) any proposed amendment, supplement or modification in
         respect of any Loan Document that is not executed by the parties
         thereto as required by such Loan Document if Borrower proposed or
         requested such amendment, supplement or modification.

         (b) pay on demand all reasonable costs and expenses of Lender,
including without limitation the reasonable fees and disbursements of counsel
to Lender, in connection with the occurrence or continuance of a Default or
Event of Default and the enforcement, collection, protection or preservation
(whether through negotiations, legal proceedings or otherwise) of this
Agreement or any other Loan Document, the Collateral, any Obligation or any
right, remedy, power or privilege of Lender hereunder or under any other Loan
Document;

         (c) except as otherwise set forth in Section 3.16, pay and hold
Lender harmless from and against any and all present and future stamp,
excise, recording or other similar taxes or fees


                                       51
<Page>

payable in connection with the execution, delivery, recording and filing of any
Loan Document and hold Lender harmless from and against any and all liabilities
with respect to or resulting from any delay or omission by Borrower to pay such
taxes or fees; and

         (d) indemnify Lender and its Affiliates and each of their respective
directors, officers, employees and agents and hold each of them harmless from
and against, any and all liabilities, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements, including
without limitation the reasonable fees and disbursement of counsel to Lender
and such other parties, incurred by any of them in connection with, arising
out of or in any way relating to any investigation, claim, litigation or
other proceeding, pending or threatened (whether or not any of them is
designated a party thereto), in connection with, arising out of or in any way
related to this Agreement or any other Loan Document or any of the
transactions contemplated herein or therein or any use of the proceeds of any
Loan by Borrower; provided that Lender shall not be entitled to any
indemnification for any of the foregoing resulting from its gross negligence
or willful misconduct.

If and to the extent that the indemnity obligations of Borrower under this
Section 10.04 may be unenforceable for any reason, Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of such
indemnity obligations which is permissible under applicable law.

         SECTION 10.05 HEADINGS DESCRIPTIVE. The headings of the several
articles and sections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provisions of this Agreement.

         SECTION 10.06 SEVERABILITY. Any provision of this Agreement or any
other Loan Document which is prohibited, unenforceable or not authorized in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or thereof or affecting the
validity, enforceability or legality of such provisions in any other
jurisdiction.

         SECTION 10.07 ENTIRE AGREEMENT. This Agreement and the other Loan
Documents constitute the entire agreement among the parties relative to the
subject matter hereof. Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement and the other
Loan Documents. Nothing in this Agreement or in the other Loan Documents,
expressed or implied, is intended to confer upon any party other than the
parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

         SECTION 10.08 BINDING EFFECT. This Agreement shall be binding upon
and shall be enforceable by Borrower and Lender and their respective
successors and permitted assigns.

         SECTION 10.09 SURVIVAL. The provisions of Sections 3.07, 3.16 and
10.04 shall survive the execution and delivery of this Agreement and the
payment in full of the Obligations.


                                       52
<Page>

         SECTION 10.10 GOVERNING LAW, ETC., WAIVER OF TRIAL BY JURY.

         (a) THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. NOTHING HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE OTHER PARTY IN
ANY OTHER JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND
ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

         (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         (c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
PERSONALLY DELIVERED OR TRANSMITTED BY REGISTERED MAIL TO THE ADDRESS SET
FORTH FOR NOTICES IN SECTION 9.10; PROVIDED THAT UPON ANY SUCH SERVICE BY
REGISTERED MAIL THE SENDING PARTY SHALL, SIMULTANEOUSLY THEREWITH, SEND
NOTICE OF SUCH SERVICE TO THE OTHER PARTY VIA FACSIMILE TRANSMISSION. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         SECTION 10.11 NOTICE. (a) Any notice hereunder shall be in writing
and shall be personally delivered, transmitted by postage prepaid registered
airmail, by facsimile telegram or cable to the parties as follows:

To Lender:        Greenwich Capital Financial Products, Inc.
                  600 Steamboat Road
                  Greenwich, Connecticut 06830
                  Attention: Bruce Katz
                  Telephone: (203) 622-3858
                  Facsimile: (203) 629-4640


                                       53
<Page>



                  With a copy to:

                  Greenwich Capital Financial Products, Inc.
                  600 Steamboat Road
                  Greenwich, Connecticut 06830
                  Attention: General Counsel
                  Telephone: (203) 625-6065
                  Facsimile: (203) 629-4571

To Borrower:      Long Beach Acceptance Corp.
                  One Mack Centre Drive
                  Paramus, New Jersey 07652
                  Attention: General Counsel
                  Telephone: (201) 262-5222
                  Facsimile: (201) 262-6868

         All notices and other communications shall be deemed to have been
duly given on the date of receipt if delivered personally; the date five (5)
calendar days after posting if transmitted by mail; or in the case of a
facsimile, telegram or cable, at the time sent. Either party may change its
address for purposes hereof by notice to the other.

         (b) Lender hereby agrees that it will provide to AMC copies of all
notices it provides to Borrower hereunder.

         SECTION 10.12 COUNTERPARTS. This Agreement may be signed in any
number of counterparts which, taken together, shall constitute a full and
original agreement for all purposes.

         SECTION 10.13 MERGER OR CONSOLIDATION. Provided no Event of Default
shall then be continuing or result therefrom, any Person (i) into which
Borrower may be merged or consolidated, (ii) resulting from any merger or
consolidation to which Borrower is a party or (iii) succeeding to all or
substantially all of the business of Borrower, provided that in any of the
foregoing cases such Person shall execute an agreement of assumption to
perform every obligation of Borrower, as the case may be, under this
Agreement, and whether or not such assumption agreement is executed, shall be
the successor to Borrower hereunder (without relieving Borrower of its
responsibilities hereunder, if it survives such merger or consolidation)
without the execution or filing of any document or any further act by any of
the parties to this Agreement. Each of the representations and warranties set
forth herein at ARTICLE V shall be true and correct and no covenants set
forth in Article VII shall be breached, in each case with respect to the
surviving Person of any such merger or consolidation as of the effective date
of any such merger or consolidation.

         SECTION 10.14 FUTURE ASSURANCES. At its sole cost and without
expense to Lender, on demand, Borrower shall do, execute, acknowledge and
deliver all and every such further acts,


                                       54



<Page>

deeds, conveyances, assignments, notices of assignment, transfers and assurances
as Lender shall from time to time reasonably require for better assuring,
conveying, assigning, transferring and confirming unto Lender the property and
rights pledged or assigned or intended now or hereafter so to be, or which
Borrower may be or may hereafter become bound to convey, pledge or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Agreement or any of the other Loan Documents, or for filing,
registering or recording of the Security Documents (as defined in the Security
Agreement).

        SECTION 10.15  ASSIGNABILITY. The rights and obligations of the
parties under this Agreement shall not be assigned or otherwise transferred,
by sale of participation interests or otherwise, by either party without the
prior written consent of the other party, which consent shall not be
unreasonably withheld, except that this Agreement may be assigned to any
Person who succeeds the Borrower, in accordance with Section 10.13, without
any such consent.

                            [Signature Page Follows]





                                      55

<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives on the date first
written above.

                       GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., Lender


                       By: /s/ Bruce R. Katz
                           ---------------------------------------
                           Name: Bruce R. Katz
                           Title: Vice President


                       LONG BEACH ACCEPTANCE CORP., Borrower


                       By: /s/ George S. Ginsberg
                           ---------------------------------------
                           Name: George S. Ginsberg
                           Title: Executive Vice President

<Page>


                                                                     SCHEDULE A

                          ELIGIBLE STATE SCHEDULE
                          -----------------------

                             California
                             Connecticut
                             Delaware
                             Illinois
                             Indiana
                             Maryland
                             Massachusetts
                             Michigan
                             Missouri
                             Nevada
                             New Hampshire
                             New Jersey
                             New York
                             North Carolina
                             Ohio
                             Pennsylvania
                             Rhode Island
                             South Carolina
                             Texas
                             Vermont
                             Virginia


                                 SA-1



<Page>

                                                                     SCHEDULE B

                  REPRESENTATIONS AND WARRANTIES OF BORROWER

                         WITH RESPECT TO THE CONTRACTS.

         (a)  Borrower makes the following representations and warranties as
to each Contract in which a Lien is granted to Lender. Such representations
and warranties speak, unless otherwise specifically provided therein, as of
the related Borrowing Date and as to the Contracts being pledged to Lender on
such Borrowing Date.

              (i)      CHARACTERISTICS OF CONTRACTS. Each Contract i) was
         originated in the United States of America by a Dealer for the retail
         sale of a Financed Vehicle in the ordinary course of such Dealer's
         business, was fully and properly executed by the parties thereto, was
         purchased by Borrower from such Dealer under an existing Dealer
         Agreement with Borrower, and was validly assigned by such Dealer to
         Borrower in accordance with its terms, ii) has created or shall create
         a valid, subsisting and enforceable first priority security interest in
         favor of Borrower in the Financed Vehicle, which security interest is
         assignable by Borrower to Lender and by Lender to others, iii) contains
         customary and enforceable provisions such that the rights and remedies
         of the holder thereof are adequate for realization against the
         collateral of the benefits of the security, iv) provides for level
         monthly payments (PROVIDED, that the payment in the first or last month
         in the life of the Contract may be minimally different from the level
         payments) that fully amortize the Amount Financed by maturity and yield
         interest at the Annual Percentage Rate, v) in the case of Precomputed
         Contracts, in the event that such Contract is prepaid, provides for a
         prepayment that fully pays the Principal Balance and includes, unless
         prohibited by applicable law, a full month's interest, in the month of
         prepayment, at the Annual Percentage Rate, vi) was originated in
         accordance with the Program Guidelines, (G) shall be substantially
         identical to one of the Forms of Contract and (H) shall be originated
         in an Eligible State.

              (ii)     LIST OF CONTRACTS. The information set forth in the
         related List of Contracts is true and correct in all material respects
         as of the opening of business on the related Cut-off Date, and no
         selection procedures believed to be adverse to Lender were utilized in
         selecting the Contracts. The computer tape or other listing regarding
         the Contracts made available to Lender and its assigns (which computer
         tape or other listing is required to be delivered as specified herein)
         is true and correct in all respects.

              (iii)   COMPLIANCE WITH LAW. Each Contract and the sale of the
         Financed Vehicle complied at the time it was originated or made and
         on the related Borrowing Date complies in all material respects with
         all requirements of applicable federal, state and local laws and
         regulations thereunder, including usury laws, the federal
         Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
         Credit Reporting Act, the Fair Debt Collection Practices Act, the
         Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the

                                     SB-1

<Page>

         Federal Reserve Board's Regulations B and Z, the Texas Consumer Credit
         Code and state adaptations of the National Consumer Act and of the
         Uniform Consumer Credit Code, and other consumer credit laws and equal
         credit opportunity and disclosure laws.

              (iv)     BINDING OBLIGATION. Each Contract represents the genuine,
         legal, valid and binding payment obligation in writing of the Obligor,
         enforceable by the holder thereof in accordance with its terms.

              (v)      NO GOVERNMENT, CORPORATE OR FLEET OBLIGOR. None of the
         Contracts is due from the United States of America or any state or
         from any agency, department or instrumentality of the United States of
         America or any state. All of the Contracts are due from Obligors who
         are natural persons or, if any Obligor is not a natural person, (a)
         such entity is an obligor with respect to five or fewer financed
         vehicles and (b) the related Contract or Contracts have the benefit of
         the personal guaranty of a natural person or persons. No Contract has
         been included in a "fleet" sale (I.E., a sale to any single Obligor of
         more than five Financed Vehicles).

              (vi)     SECURITY INTEREST IN FINANCED VEHICLE. Immediately prior
         to the pledge thereof, each Contract shall be secured by a validly
         perfected first priority security interest (subject to tax and
         mechanics' liens arising after the Cut-off Date) in the Financed
         Vehicle in favor of Borrower as secured party or either (i) all
         necessary and appropriate actions have been commenced that would
         result in the valid perfection of a first priority security interest
         (subject to tax and mechanics' liens arising after the Cut-off Date)
         in the Financed Vehicle in favor of Borrower as secured party or (ii)
         a Dealer Title Guaranty has been obtained with respect to such
         Financed Vehicle.

              (vii)    CONTRACTS IN FORCE. No Contract has been satisfied,
         subordinated or rescinded, nor has any Financed Vehicle been released
         from the lien granted by the related Contract in whole or in part.

              (viii)   NO WAIVER. No provision of a Contract has been waived.

              (ix)     NO AMENDMENTS. No Contract has been amended such that the
         amount of the Obligor's scheduled payments has been increased, except
         in accordance with Payment Deferment and Due Date Change Policies or
         as otherwise required by law.

              (x)      NO DEFENSES. As of the Cut-off Date, no right of
         rescission, setoff, counterclaim or defense has been asserted or
         threatened with respect to any Contract.

              (xi)     NO LIENS. As of the Cut-off Date, no liens or claims have
         been filed for work, labor or materials relating to a Financed Vehicle
         that are liens prior to, or equal to or coordinate with, the security
         interest in the Financed Vehicle granted by any Contract.

              (xii)    NO DEFAULT. Except for (x) payment delinquencies
         continuing for a period

                                     SB-2

<Page>

         of not more than 29 days (calculated on the basis of a 360-day year
         of twelve 30-day months) as of the Cut-off Date and (y) in connection
         with Contracts pledged to Lender on the first Borrowing Date, as
         provided in Section 2.01(b)(v) of this Agreement: no default, breach,
         violation or event permitting acceleration under the terms of any
         Contract has occurred and not been cured; and no continuing condition
         that with notice or the lapse of time would constitute a default,
         breach, violation or event permitting acceleration under the terms of
         any Contract has arisen; and Borrower has not waived and shall not
         waive any of the foregoing.

              (xiii)   INSURANCE. Borrower, in accordance with its customary
         procedures determined at acquisition thereof that the Obligor has
         obtained physical damage insurance covering the Financed Vehicle and
         under the terms of the Contract the Obligor is required to maintain
         such insurance and Borrower obtained a vendor's single interest
         physical damage insurance policy as required by the Underwriting
         Guidelines and such policy is in full force and effect.

              (xiv)    TITLE. After giving effect to the related CBT Wire
         Transfer, the Contract has not been sold, transferred, assigned or
         pledged by Borrower to any Person other than Lender. Immediately
         prior to each pledge herein contemplated, Borrower had good and
         marketable title to each Contract free and clear of all Liens,
         encumbrances, security interests and rights of others and, immediately
         upon the pledge thereof, Borrower shall have a first priority
         perfected security interest in each Contract, free and clear of all
         Liens, encumbrances, security interests and rights of others except
         for (a) tax liens and mechanics' liens arising after the Cut-off Date
         and (b) Liens of CBT under the CBT Warehouse Agreement and Liens of
         Lender under Bridge Facility and the Receivable Purchase Facility
         (which in the case of such Liens referred to in this clause (b) will
         be released no later than immediately prior to any pledge of such
         Collateral to Lender under the Security Agreement). Without limiting
         the generality of the foregoing, no Dealer has any right, title or
         interest in respect of the Contract.

              (xv)     LAWFUL PLEDGE. Assuming that all necessary licensing and
         qualification requirements have been met by Lender, no Contract has
         been originated in, or is subject to the laws of, any jurisdiction
         under which the pledge of such Contract or any Contract under this
         Agreement is unlawful, void or voidable.

              (xvi)    ALL FILINGS MADE. All filings (including UCC filings)
         necessary in any jurisdiction to give Lender a first priority
         perfected security interest in the Contracts have been made.

              (xvii)   ONE ORIGINAL. There is only one original executed copy of
         each Contract and dealer assignment thereof.

              (xviii)  MATURITY OF CONTRACTS. Each Contract has a final maturity
         date as set forth in the related List of Contracts.

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<Page>

              (xix)    SCHEDULED PAYMENTS. Each Contract has a first Scheduled
         Payment due, in the case of Precomputed Contracts, or a scheduled due
         date, in the case of Simple Interest Contracts, on or prior to the
         end of the month following the related Cut-off Date.

              (xx)     SIMPLE INTEREST OR PRECOMPUTED CONTRACTS. Each Contract
         provides that all allocations of payments with respect to principal
         and interest, and the determination of periodic charges and the like,
         are made using either (i) the Simple Interest Method, based on the
         actual number of days elapsed and the actual number of days in the
         calendar year, or (ii) the actuarial, sum of the periodic balances,
         sum of the monthly balances or any equivalent method, based on a
         360-day year consisting of twelve 30-day months.

              (xxi)    LOCATION OF CONTRACT FILES. The Contract Files are kept
         at one or more of the locations listed in Schedule C.

              (xxii)   OUTSTANDING GROSS BALANCE. As of the Cut-off Date, each
         Contract has an outstanding gross balance of at least $3,000.00.

              (xxiii)  NO BANKRUPTCIES. Other than as expressly permitted by the
         Program Guidelines, as of the related Cut-off Date no Obligor on any
         Contract was noted in the related Contract File as having filed for
         bankruptcy.

              (xxiv)   NO REPOSSESSIONS. As of the Cut-off Date, no Financed
         Vehicle securing any Contract is in repossession status.

              (xxv)    CHATTEL PAPER. Each Contract constitutes "chattel paper"
         as defined in the UCC.

              (xxvi)   AGREEMENT. The representations and warranties of Borrower
         in Section 6.01 are true and correct.

              (xxvii)  CALIFORNIA CONTRACTS. Each California Contract has been,
         and at all times during the term of this Agreement will be, serviced
         by the Borrower in compliance with Cal. Civil Code Section 2981, ET
         SEQ.

              (xxviii) ILLINOIS CONTRACTS. (a) Borrower does not own a
         substantial interest in the business of a Dealer within the meaning of
         Illinois Sales Finance Agency Act Rules and Regulations, Section
         160.230(1), and (b) with respect to each Illinois Contract, (i) the
         printed or typed portion of the related Form of Contract complies with
         the requirements of 815 ILCS 375/3(b), (ii) Borrower has not, and for
         so long as such Contract is outstanding shall not, place or cause to
         be placed on the related Financed Vehicle any collateral protection
         insurance in violation of 815 ILCS 180/10.

              (xxix)   MISSOURI CONTRACTS. No debt cancellation coverage (GAP
         insurance) was sold in connection with any Missouri Contract with
         respect to which the purchase price

                                     SB-4

<Page>

         of the related Financed Vehicle was $7,500 or less.

              (xxx)    TEXAS CONTRACTS. No required or requested insurance has
         been sold or procured by Borrower in respect of any Texas Contract,
         other than any such insurance the premiums for which have been fixed
         or approved by the State Board of Insurance of the State of Texas.

              (xxxi)   OHIO CONTRACTS. Pursuant to Ohio Rev. Code Ann. Sect.
         1345.74(A), at the time of purchase of any new motor vehicle, the
         manufacturer, directly or through its agent or dealer, has provided
         the buyer with a written statement in substantially the following form
         on a separate piece of paper in 10-point type and all capital letters:
         IMPORTANT: IF THIS MOTOR VEHICLE IS DEFECTIVE, YOU MAY BE ENTITLED
         UNDER STATE LAW TO A REPLACEMENT OR TO COMPENSATION.

                                     SB-5

<Page>

                                                                     SCHEDULE C



                   LOCATION OF CONTRACT FILES AND LEGAL FILES



CONTRACT FILES:   Long Beach Acceptance Corp.
                  One Mack Centre Drive
                  Paramus, New Jersey 07652

                  or, at such other or additional locations in the United States
                  as Borrower may notify to Lender from time to time.




LEGAL FILES:      Chase Bank of Texas, National Association
                  700 North Pearl Street
                  Dallas, Texas 75201



                                     SC-1

<Page>

                                                                     SCHEDULE D



                               LOCKBOX SCHEDULE


                   CBT Lockbox Number: 910373
                   Long Beach Acceptance Corp.

                   Lockbox Address:  P.O. Box 910373
                                     Dallas, TX 75391-0373

                   Lockbox Account #: 0010-091-6395
                   ABA #: 113-000-609



                                     SD-1

<Page>

                                                                     SCHEDULE E



                         LONG BEACH ACCEPTANCE CORP.


                            SCHEDULE OF INSURANCE


<Page>

                            MDM INSURANCE ASSOCIATES
                              SCHEDULE OF INSURANCE
<Table>
<Caption>
ASSURED: LONG BEACH ACCEPTANCE CORP. (a subsidiary of Ameriquest Mortgage Company)
DATE:    December 16, 1997                                                                                       Page 1

-----------------------------------------------------------------------------------------------------------------------
COMPANY and             POLICY            COVERAGE/REMARKS                                               LIMITS
POLICY NUMBER           TERM
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                                                            <C>
Chubb Insurance         10/29/97 to       COMMERCIAL PACKAGE POLICY
3535 78 08              10/29/98
                                          PROPERTY COVERAGES:
                                          Blanket Real & Business Personal Property,
                                          Tenants Improvements & Betterments,
                                          Valuable Papers & Records, Electronic Data
                                          Processing Equipment and Media                                 $ 44,942,280
                                          Blanket Business Income including Extra Expense                $  5,455,800
                                          Deductible: $1,000 each occurrence

                                          LIABILITY COVERAGES:
                                          General Aggregate Limit - applies per location                 $  2,000,000
                                          (other than Products/Completed Operations)
                                          Products/Completed Operations Aggregate Limit                  $  2,000,000
                                          Personal & Advertising Injury Limit                            $  1,000,000
                                          Each Occurrence Limit                                          $  1,000,000
                                          Fire Damage Limit                                              $     50,000
                                          Medical Expense Limit                                          $      5,000
                                          Employee Benefits Errors & Omissions
                                                  Limit of Liability each claim                          $  1,000,000
                                                  Aggregate Limit                                        $  1,000,000
                                                  Deductible: $1,000 each claim


-----------------------------------------------------------------------------------------------------------------------
               THIS IS A SCHEDULE AND NOT A CONTRACT AND DOES NOT INCLUDE THE POLICY CONDITIONS & EXCLUSIONS.
                                     IT IDENTIFIES COVERAGES AND EXPLAINS THEM BRIEFLY.
</Table>

<Page>

                            MDM INSURANCE ASSOCIATES
                              SCHEDULE OF INSURANCE
<Table>
<Caption>
ASSURED: LONG BEACH ACCEPTANCE CORP. (a subsidiary of Ameriquest Mortgage Company)
DATE:    December 16, 1997                                                                                       Page 2

-----------------------------------------------------------------------------------------------------------------------
COMPANY and             POLICY            COVERAGE/REMARKS                                               LIMITS
POLICY NUMBER           TERM
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                                                            <C>
Chubb Insurance         10/29/97 to       BUSINESS AUTOMOBILE POLICY
7321 59 29              10/29/98          Bodily Injury & Property Damage Liability Limit                $  1,000,000
                                          Automobile Medical Payments                                    $      5,000
                                          Uninsured Motorists (various limits by state)
                                          Comprehensive - $500 Deductible
                                          Collision - $500 Deductible
                                          Repossessed Autos covered as per policy form
                                          Exclusion for autos while leased or rented to others
                                          Schedule of autos on file with company


Chubb Insurance         10/29/97 to       COMMERCIAL UMBRELLA LIABILITY POLICY
7973 07 12              10/29/98          Each Occurrence                                                $ 20,000,000
                                          Products/Completed Operations Aggregate                        $ 20,000,000
                                          General Aggregate                                              $ 20,000,000
                                          Combined Aggregate                                             $ 20,000,000
                                          Retention: $10,000 each occurrence
                                          Excess of limits on policies shown in Schedule of
                                          Underlying Insurance.


-----------------------------------------------------------------------------------------------------------------------
               THIS IS A SCHEDULE AND NOT A CONTRACT AND DOES NOT INCLUDE THE POLICY CONDITIONS & EXCLUSIONS.
                                     IT IDENTIFIES COVERAGES AND EXPLAINS THEM BRIEFLY.
</Table>

<Page>

                            MDM INSURANCE ASSOCIATES
                              SCHEDULE OF INSURANCE
<Table>
<Caption>
ASSURED: LONG BEACH ACCEPTANCE CORP. (a subsidiary of Ameriquest Mortgage Company)
DATE:    December 16, 1997                                                                                       Page 3

-----------------------------------------------------------------------------------------------------------------------
COMPANY and             POLICY            COVERAGE/REMARKS                                               LIMITS
POLICY NUMBER           TERM
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                                                            <C>
Chubb Insurance         11/08/97 to       WORKERS' COMPENSATION                                          Statutory
7164 36 45              11/08/98          & EMPLOYERS LIABILITY                                          Vrs. by state
                                          Coverage provided in all states except
                                          monopolistic states.

Lloyds of London        12/08/96 to       DIRECTORS' & OFFICERS' and COMPANY
DNO-96-12-025           02/13/98          REIMBURSEMENT and NON-ENTITY
(through BISC)                            EMPLOYMENT PRACTICES LIABILITY
                                          Aggregate Limit of Indemnity                                   $  5,000,000
                                          Sub-limit for Entity Wrongful Employment Practices             $  3,000,000
                                          Retentions:
                                             Insuring Clause 1A - $0
                                             Insuring Clause 1B - $100,000
                                             Entity Wrongful Employment Practices - $100,000

Lloyds of London        12/08/96 to       EXCESS DIRECTORS' & OFFICERS' and COMPANY
F01012D96               02/13/98          REIMBURSEMENT
(through BISC)                            Aggregate Limit of Indemnity                                   $  2,000,000
                                          Excess of $5,000,000 in the aggregate for a total
                                          limit of $7,000,000


-----------------------------------------------------------------------------------------------------------------------
               THIS IS A SCHEDULE AND NOT A CONTRACT AND DOES NOT INCLUDE THE POLICY CONDITIONS & EXCLUSIONS.
                                     IT IDENTIFIES COVERAGES AND EXPLAINS THEM BRIEFLY.
</Table>

<Page>

                            MDM INSURANCE ASSOCIATES
                              SCHEDULE OF INSURANCE
<Table>
<Caption>
ASSURED: LONG BEACH ACCEPTANCE CORP. (a subsidiary of Ameriquest Mortgage Company)
DATE:    December 16, 1997                                                                                       Page 4

-----------------------------------------------------------------------------------------------------------------------
COMPANY and             POLICY            COVERAGE/REMARKS                                               LIMITS
POLICY NUMBER           TERM
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                                                            <C>
Lloyds of London        04/30/97 to       ADDITIONAL EXCESS DIRECTORS' & OFFICERS'
Policy Number TBD       02/13/98          Aggregate Limit of Indemnity                                   $  8,000,000
(through BISC)                            Excess of $7,000,000 in the aggregate for a total
                                          limit of $15,000,000

Lloyds of London        12/08/96 to       MORTGAGE BANKERS PROFESSIONAL
MPL-96-12-031           02/13/98          SERVICES LIABILITY
(through BISC)                            Limit of Indemnity                                             $  5,000,000
                                          Sub-limit applies via Punitive Damages sub-limit end           $    100,000
                                          Deductibles: $100,000 each Wrongful Act, except
                                                       $ 25,000 for Auto Financing Wrongful Acts
                                                       $  5,000 for Non-Reimbursable Employed
                                                                   Lawyers Litigation


-----------------------------------------------------------------------------------------------------------------------
               THIS IS A SCHEDULE AND NOT A CONTRACT AND DOES NOT INCLUDE THE POLICY CONDITIONS & EXCLUSIONS.
                                     IT IDENTIFIES COVERAGES AND EXPLAINS THEM BRIEFLY.
</Table>

<Page>

                            MDM INSURANCE ASSOCIATES
                              SCHEDULE OF INSURANCE
<Table>
<Caption>
ASSURED: LONG BEACH ACCEPTANCE CORP. (a subsidiary of Ameriquest Mortgage Company)
DATE:    December 16, 1997                                                                                       Page 5

-----------------------------------------------------------------------------------------------------------------------
COMPANY and             POLICY            COVERAGE/REMARKS                                               LIMITS
POLICY NUMBER           TERM
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                                                            <C>
Lloyds of London        12/08/96 to       MORTGAGE BANKERS BOND
OC943/94-410-0266       02/06/98          Insuring Clauses 1 through 12                                  $  5,000,000
(through BISC)                            Annual Reinstatement Limits apply per terms of Bond
                                          Deductible:  $100,000 all clauses except:
                                                              Insuring Clause 7 - No deductible
                                                              Insuring Clause 8 - No deductible
                                                              Insuring Clause 9 - $15,000 except
                                                              for $5,000 on Real Estate Taxes
                                                              Insuring Clause 10 - $2,500
                                                              Insuring Clause 11 - $15,000
                                          Various sub-limits apply to insuring clauses as outlined in bond form

Lloyds of London        12/08/96 to       EXCESS MORTGAGE BANKERS BOND
XS94-266-011            02/06/98          (Drop Down Form)
(through BISC)                            Aggregate Limit of Indemnity Excess of Primary Bond
                                          under Insuring Clause 1(a) only                                $  5,000,000
                                          Sub-limit for all other Insuring Clauses                       $    300,000


-----------------------------------------------------------------------------------------------------------------------
               THIS IS A SCHEDULE AND NOT A CONTRACT AND DOES NOT INCLUDE THE POLICY CONDITIONS & EXCLUSIONS.
                                     IT IDENTIFIES COVERAGES AND EXPLAINS THEM BRIEFLY.
</Table>

<Page>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------
COMPANY AND POLICY NUMBER          POLICY TERM                             COVERAGE/REMARKS
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
Utica National Insurance Group     11/1/97 to 11/1/98                      Lender's Single Interest Blanket Policy
CIM 2187817                                                                  All Risk Physical Damage
                                                                             Repossessed Collateral
                                                                             Instrument Non-Filing
                                                                             Skip and Confiscation

-----------------------------------------------------------------------------------------------------------------------
</Table>

<Page>

                                                                       EXHIBIT A

                            [FORM OF AMC GUARANTEE]
                                                                January 30, 1998

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

         Re: Guarantee by Ameriquest Mortgage Company

Ladies and Gentlemen:

         1. For value received and in accordance with the terms of the
Warehouse Lending Agreement, dated as of January 30, 1998 (the "Agreement"),
between Greenwich Capital Financial Products, Inc., as Lender ("Lender") and
Long Beach Acceptance Corp., as Borrower ("Borrower"), Ameriquest Mortgage
Company, a Delaware corporation ("AMC") hereby unconditionally and
irrevocably Guarantees to Lender, or any successor in interest of Lender, the
due, punctual and complete payment and performance by Borrower when and as
due, whether at the stated maturity, by acceleration, upon one or more dates
set for repayment or prepayment or otherwise, of the Borrower Obligations.
For purposes of this Guarantee, "Borrower Obligations" means any and all
Obligations of Borrower to Lender under the Agreement. Lender may make
demands under this Guarantee for such amounts and performance from time to
time. AMC hereby represents that its obligations hereunder do and shall rank
PARI PASSU with all unsecured and unsubordinated indebtedness of AMC, as
applicable. Terms used and not defined herein shall have the meanings
assigned in the Agreement.

         2. Payments and performance required under this Guarantee shall be
payable and performed whenever any amount or performance guaranteed hereunder
has not been promptly made to Lender in accordance with the Agreement. When
pursuing its rights and remedies hereunder against AMC, Lender may, but shall
be under no obligation to, pursue the rights, remedies, powers and privileges
as it may have against Borrower or any other Person or against any collateral
security or Guarantee for the Borrower Obligations or any right of offset
with respect thereto. Any failure by Lender to pursue the other rights,
remedies, powers or privileges or to collect any payments from Borrower or
any other Person or to realize upon any collateral security or Guarantee or
to exercise any right of offset, or any release of Borrower or any other
Person or of any the collateral security, Guarantee or right of offset, shall
not relieve AMC of any liability hereunder, and shall not impair or affect
the rights, remedies, powers or privileges, whether express, implied or
available as a matter of law, of Lender against AMC.

         3. AMC shall remain obligated hereunder notwithstanding that,
without any reservation of rights against AMC, and without notice to or
further assent by AMC, any demand


                                     A-1

<Page>

for payment of any of the Borrower Obligations made by Lender may be
rescinded by Lender, and any of the Borrower Obligations continued, and the
Borrower Obligations, or the liability of any other Person upon or for any
part thereof, or any collateral security or Guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by Lender, or the Agreement and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated in accordance with the terms thereof, in whole or
in part, as Lender may deem advisable from time to time, and any collateral
security, Guarantee or right of offset at any time held by Lender for the
payment of the Borrower Obligations may be sold, exchanged, waived,
surrendered or released. Lender shall have no obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Borrower Obligations or for the Guarantee set forth herein or any property
subject thereto. When making any demand hereunder against AMC, Lender may,
but shall be under no obligation to, make a similar demand on Borrower or any
other guarantor and any release of Borrower or any other guarantor shall not
relieve any of its obligations or liabilities hereunder, and shall not impair
or affect the rights, remedies, powers and privileges, express or implied, or
as a matter of law, of Lender against AMC.

         4. AMC waives any and all notice of the creation, renewal, extension
or accrual of any of the Borrower Obligations and notice of or proof of
reliance by Lender upon the Guarantee of AMC set forth herein or acceptance
of the Guarantee of AMC set forth herein; the Borrower Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
Guarantee of AMC set forth herein; and all dealings between Borrower or AMC,
on the one hand, and Lender, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon the Guarantee of
AMC set forth herein. AMC waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment and all other notices of any kind
to or upon Borrower or AMC with respect to the Borrower Obligations. The
Guarantee of AMC set forth herein shall be construed as a Guarantee of
payment, and not of collection.

         5. The Guarantee set forth herein shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon
AMC and its successors and permitted assigns, and shall inure to the benefit
of Lender, and its respective successors, endorsees, transferees and assigns,
until all the Borrower Obligations and the obligations of AMC under this
Guarantee shall have been satisfied by payment in full and the commitment of
Lender under the Agreement shall have been terminated. The obligations of AMC
under this Guarantee shall be fully recourse to AMC and all property and
assets of AMC whether now owned or hereinafter acquired, and AMC shall remain
liable for all of the Borrower Obligations pursuant to the terms of this
Guarantee.

         6. The Guarantee set forth herein shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Borrower Obligations is rescinded or must otherwise be
restored or returned by Lender for any reason whatsoever, including, without
limitation, upon the insolvency, bankruptcy, dissolution, liquidation or


                                     A-2

<Page>

reorganization of Borrower or AMC or upon or as a result of the appointment
of a receiver, intervener or conservator of, or trustee or similar officer
for, Borrower or AMC or any substantial party of its property, or otherwise,
all as though the payments had not been made.

         7. All payments due hereunder shall be paid in immediately available
funds after demand no later than 1:00 P.M. on the second Business Day
following the date of such demand. Demand shall be made in writing to AMC's
office located at 1100 Town and Country Road, Orange, CA 92868, Attention:
General Counsel or such other address in the United States which may be
designated by AMC by written notice delivered to Lender.

         8. To the full extent permitted by law, AMC hereby waives all rights
of subrogation, contribution, reimbursement, indemnity or otherwise, whether
arising by contract or operation of law (including, without limitation, any
such right arising under the Bankruptcy Code) or otherwise by reason of any
payment or performance by AMC pursuant to the provisions of this Guarantee.
Without limitation to the foregoing, notwithstanding any payment or payments
made by AMC hereunder or any setoff or application of funds of AMC by Lender,
AMC shall not be entitled to be subrogated to any of the rights of Lender
against or any collateral security or Guarantee or right of offset held by
Lender for the payment of the Borrower Obligations, nor shall AMC seek or be
entitled to seek any contribution or reimbursement from Borrower in respect
of payments made by AMC hereunder, until all amounts owing to Lender by
Borrower on account of the Borrower Obligations are paid in full and the
commitment of Lender under the Agreement is terminated. If any amount shall
be paid to AMC on account of the subrogation rights at any time when all of
the Borrower Obligations shall not have been paid in full and the Commitment
of Lender under the Agreement shall not have been terminated, the amount
shall be held by AMC in trust for Lender, segregated from other funds of AMC,
and shall forthwith upon receipt by AMC, be turned over to Lender in the
exact form received by AMC (duly endorsed by AMC to Lender, if required), to
be applied against the Borrower Obligations, whether matured or unmatured, at
the time and in the order as Lender may determine. Notwithstanding the
foregoing, AMC may obtain reimbursement from Borrower to the extent permitted
pursuant to Section 3.12(d) of the Agreement.

         TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AMC EXPRESSLY
WAIVES ANY AND ALL BENEFITS UNDER CALIFORNIA CIVIL CODE SECTIONS 2809, 2810,
2819, 2845, 2849, 2850, AND 2855, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS
580a, 580b, 580d, AND 726, AND ANY OTHER SURETYSHIP OR SIMILAR LAW OR DEFENSE
NOW OR HEREAFTER IN EFFECT.

         9. AMC hereby represents and warrants to Lender as of the date of
this Guarantee and on an ongoing basis on each date that the Borrower
Obligations are outstanding as follows:

            (a) ORGANIZATION. It is a corporation duly incorporated and
validly existing in good standing under the laws of the State of Delaware and
is duly qualified to do business in each jurisdiction in which the failure to
be so qualified could reasonably be expected to have a material adverse
effect on its financial condition, operations, business or prospects.


                                    A-3

<Page>

            (b) POWER AND AUTHORITY. It has all requisite corporate power and
has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being
conducted and to execute and deliver and perform its obligations under this
Guarantee, except as could not reasonably be expected to have a material
adverse effect on its financial condition, operations, business or prospects.

            (c) AUTHORIZATION OF GUARANTEE. All appropriate and necessary
action has been taken by it to authorize the execution and delivery of this
Guarantee and the performance and observance of the terms hereof.

            (d) GUARANTEE BINDING. This Guarantee has been duty executed and
delivered and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms, except as enforceability may be
limited by laws governing insolvency or creditors' rights generally and
general equity principles. The execution, delivery and performance of this
Guarantee does not and will not violate any provision of law, regulation,
order or other governmental directive, or conflict with, constitute a default
under, or result in the breach of any provision of any material agreement,
ordinance, decree, bond, indenture, order or judgment to which it is a party
or by which it is bound.

            (e) COMPLIANCE WITH LAW. It is conducting its business and
operations in compliance with all applicable laws, regulations, ordinances
and directives of governmental authorities, except to the extent that any
noncompliance could not reasonably be expected to have a material adverse
effect on its financial condition, operation, business or prospects. It has
filed all tax returns required to be filed and has paid all taxes due in
respect of the ownership of its assets or the conduct of its operations
except (a) to the extent that the payment of such taxes is being contested in
good faith by it in appropriate proceedings and adequate reserves have been
provided for the payment thereof, or (b) with respect to such returns and/or
taxes which are not material in either nature or amount such that any failure
to file such returns or pay such taxes would not materially and adversely
affect its financial condition, operations, business or prospects.

            (f) CONSENTS. All licenses, consents and approvals required from
and all registrations and filings required to be made with any governmental
or other public body or authority for the making and performance by it of
this Guarantee have been obtained and are in effect, except as could not
reasonably be expected to have a material adverse effect on its financial
condition, operations, business or prospects or on its ability to perform the
obligations hereunder.

            (g) LITIGATION. There is no action, suit or proceeding at law or in
equity by or before any court, governmental agency or authority or arbitral
tribunal now pending or, to the best of its knowledge, threatened against or
affecting it which, if determined adversely, may reasonably be expected to have
a material adverse effect on its business, operations or financial condition.

            (h) FINANCIAL STATEMENTS. The audited balance sheets of AMC as at
December


                                    A-4
<Page>

31, 1996, and the related statements of income for the fiscal periods ended on
such date, and the unaudited balance sheets of AMC as at November 30, 1997,
heretofore furnished to Lender, are complete and correct in all material
respects and fairly present the financial condition of AMC as at said date
(subject to normal year-end audit adjustments and tax planning adjustments), all
in accordance with U.S. generally accepted accounting principles applied on a
consistent basis. On said date, AMC had no material contingent liabilities,
liabilities for taxes, unusual or anticipated losses from any unfavorable
commitments, except as referred to or reflected in said balance sheet as at said
date. Since November 30, 1997, there has been no material adverse change in the
operations, condition (financial or otherwise), business or prospects of AMC
from that set forth in said financial statements as at said date.

                  (i) OTHER OBLIGATIONS. It is not in default in the
performance, observance or fulfillment of any obligation, covenant or
condition in any of agreement or instrument to which it is a party or by
which it is bound the result of which could reasonably be expected to have a
material adverse effect on its business, operations or financial condition.

                  (j) INVESTMENT COMPANY ACT. It is not an "investment
company" or a company "controlled" by an investment company within the
meaning of the Investment Company Act of 1940, as amended.

                  (k) FULL DISCLOSURE. No representation or warranty made by
or on behalf of AMC contained in this Guarantee and no written information or
information in any certificate, financial statement or report furnished or to
be furnished by or on behalf of AMC hereunder or in connection with the
transactions contemplated hereby contains or will contain an untrue statement
of a material fact, or, omits or will omit to state any material fact
necessary to make the statements herein contained, in light of the
circumstances in which made, not misleading.

                  (l) ERISA. Except as set forth on Schedule A hereto,
neither AMC nor any of its subsidiaries maintains any Plans, and AMC agrees
to notify Lender in advance of forming any other Plans. Neither AMC nor any
Commonly Controlled Entity has any obligations or liabilities with respect to
any employee pension benefit plans or Multiemployer Plans, nor have any such
Persons had any obligations or liabilities with respect to any such Plans
during the five-year period prior to the date this representation is made or
deemed made. AMC will give notice if at any time it or any Commonly
Controlled Entity has any obligations or liabilities with respect to any
employee pension benefit plan or Multiemployer Plan. All Plans maintained by
AMC or any Commonly Controlled Entity are in substantial compliance with all
applicable laws (including ERISA). AMC is not an employer under any
Multiemployer Plan.

         10. AMC hereby covenants as follows:

                  (a) NOTICE. It shall promptly give notice to Lender of the
occurrence of (i) any Event of Default relating to it under the Agreement or
event which with the giving of notice or the passing of time or both would
constitute such an Event of Default relating to it, specifying the event and
the action which it proposes to take with respect thereto, (ii) any event or


                                      A-5
<Page>

occurrence known to it which will or could reasonably be expected to adversely
affect the collectibility of the Contracts or the ability of Borrower to service
such Contracts or the ability of Borrower to perform its obligations under any
Custodian Agreement or (iii) any other event or occurrence which individually or
in the aggregate could reasonably be expected to materially and adversely affect
AMC's financial condition, operations, business or prospects.

                  (b) TAXES. AMC shall pay and discharge all taxes and
governmental charges upon it or against any of its properties or assets or
its income prior to the date after which penalties attach for failure to pay,
except (i) to the extent that AMC shall be contesting in good faith in
appropriate proceedings its obligation to pay such taxes or charges, adequate
reserves having been set aside for the payment thereof, or (ii) with respect
to such taxes and charges which are not material in either nature or amount
such that any failure to pay or discharge them, and any resulting penalties,
either in any one instance or in the aggregate, would not materially and
adversely affect the financial condition, operations, business or prospects
of AMC.

                  (c) BOOKS AND RECORDS: OTHER INFORMATION. (i) AMC shall
maintain accurate and complete books and records with respect to its
business. All accounting books and records shall be maintained in accordance
with generally accepted accounting principles consistently applied.

                  (ii) Only to the extent reasonably necessary to protect
Lender's interest hereunder, AMC shall, and shall cause each of its
respective subsidiaries to, permit any representative of Lender to visit and
inspect any of the properties of AMC to examine the books and records of AMC
and to make copies and take extracts therefrom, and to discuss the business,
operations, properties, condition (financial or otherwise) or prospects of
AMC and each such subsidiary with the officers and independent public
accountants thereof and as often as Lender may reasonably request, and so
long as no default hereunder shall have occurred and be continuing, all at
such reasonable times during normal business hours upon reasonable notice.
AMC shall provide to Lender all information regarding its respective
operations and practices as Lender shall reasonably request in writing. In
connection with the matters described in this Section 10(c), Lender shall not
at any time use or disclose to any Person, except to any professional adviser
who needs to know such information in connection with the transactions
contemplated hereby, or except in connection with any litigation or arbitral
proceedings commenced by or against Lender or any of its affiliates, any
information that may be within or may come to its or their knowledge if such
information is of a type that would generally be expected to be held as
confidential if such information is of a type that would generally be
expected to held as confidential; provided, however, that the foregoing shall
not apply to the extent that such information was (i) previously known by
Lender from sources other than AMC or its directors, officers or agents, (ii)
in the public domain through no fault of Lender, (iii) lawfully acquired by
Lender on a non-confidential basis from other sources who are not known by
Lender to be bound by a confidentiality agreement with AMC or (iv) required
to be disclosed by judicial or administrative process or by any other
Requirement of Law.

                  (d) PAYMENT OF FEES AND EXPENSES. AMC shall pay to Lender,
on demand, any


                                      A-6
<Page>

and all fees, costs or expenses which Lender pays to a bank or other similar
institution arising out of or in connection with the return of payments by AMC
deposited for collection by Lender.

                  (e) CONTINUITY OF BUSINESS AND COMPLIANCE WITH AGREEMENT.
AMC shall continue in business in a prudent, reasonable and lawful manner
with all licenses, permits, and qualifications necessary to perform its
obligations under this Guarantee, except where such failure could not
reasonably be expected to materially and adversely affect such performance.

                  (f) FINANCIAL STATEMENTS AND ACCESS TO RECORDS. AMC shall
provide Lender with quarterly unaudited financial statements within sixty
(60) days of the end of AMC's first three fiscal quarters, and will provide
Lender with audited annual financial statements within one hundred twenty
(120) days of AMC's fiscal year-end audited by a nationally recognized
independent certified public accounting firm. Upon request of Lender, AMC
shall provide Lender with unaudited monthly financial statements. AMC shall
deliver to Lender with each financial statement a certificate by AMC's chief
financial officer, certifying that such financial statements are complete and
correct in all material respects and that, except as noted in such
certificate, such chief financial officer has no knowledge of any default by
it hereunder or any event which with the giving of notice or the passing of
time or both would constitute such a default.

                 (g) FINANCIAL CONDITION. AMC shall maintain a net worth of
at least 95% of the net worth AMC is required to maintain pursuant to the
credit documents AMC has entered into with its primary warehouse lender
(which on the date hereof is CBT) (net worth, in each case, being
calculated in accordance with such credit documents); provided that, if such
credit documents are terminated and AMC does not have a primary warehouse
lender, the reference to such credit documents will be deemed to be to such
credit documents as in effect immediately prior to such termination. AMC
shall maintain a debt-to-equity ratio of no more than 105% of the
debt-to-equity ratio AMC is required to maintain pursuant to the credit
documents AMC has entered into with its primary warehouse lender (which on
the date hereof is CBT) (debt-to-equity, in each case, being calculated in
accordance with such credit documents); provided that, if such credit
documents are terminated and AMC does not have a primary warehouse lender,
the reference to credit documents AMC has entered into with its primary
warehouse lender will be deemed to be to such credit documents as in effect
immediately prior to such termination.

                  (h) LITIGATION MATTERS. AMC shall notify Lender in writing,
promptly upon its learning thereof, of any litigation, arbitration or
administrative proceeding which may reasonably be expected to materially and
adversely affect the operation, financial condition or business of AMC or
AMC's ability to perform under this Guarantee or other rights under this
Guarantee.

                  (i) FULFILLMENT OF OBLIGATIONS. AMC shall pay and perform,
as and when due, all of its obligations of whatever nature, except where the
amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with generally accepted
accounting principles with respect thereto have been provided on the books of
AMC, and except to the extent that the failure to do so could not
individually or in the aggregate reasonably be expected to materially and
adversely affect the financial condition,


                                      A-7
<Page>

operations, business or prospects of AMC.

                  (j) COMPLIANCE WITH LAWS, ETC. AMC shall, and shall, cause
each of its respective subsidiaries to, comply (i) in all material respects
with all Requirements of Law and any change therein or in the application,
administration or interpretation thereof (including, without limitation any
request, directive, guideline or policy, whether or not having the force of
law) by any Governmental Authority charged with the administration or
interpretation thereof; and (ii) with all indentures, mortgages, deeds of
trust, agreements, or other instruments or contractual obligations to which
it is a party, or by which it or any of its properties may be bound or
affected, or which may affect the Contracts, if the failure to comply
therewith could, individually or in the aggregate, reasonably be expected to
materially and adversely affect the financial condition, operations, business
or prospects of AMC.

                  (k) NO ASSIGNMENT. Except with respect to an assignment
that complies with Section 15 hereof. AMC shall not assign this Guarantee,
except with the prior written consent of Lender, which consent shall not be
unreasonably withheld.

         11. The obligations of AMC under this Guarantee are irrevocable,
primary, absolute and unconditional and shall be paid or performed strictly
in accordance with this Guarantee under all circumstances irrespective of:

                  (a) any lack of validity or enforceability of the
Agreement, any other Loan Document or any Collateral, or any amendment, other
modification or waiver in respect thereof;

                  (b) any exchange or release of any other obligations
hereunder;

                  (c) the existence of any claim, set-off, defense,
reduction, abatement or other right that Lender or Borrower may have at any
time against any of Borrower, AMC or any other Person (as applicable);

                  (d) any document presented in connection with the Agreement
or this Guarantee proving to be forged, fraudulent, invalid or insufficient
in any respect of any statement therein being untrue or inaccurate in any
respect;

                  (e) any payment by AMC under this Guarantee against
presentation of a certificate or other document that does not strictly comply
with terms of this Guarantee; and

                  (f) any other circumstances, other than payment in full,
that might otherwise constitute a defense available to, or discharge of,
Borrower in respect of the Agreement.

         12. Neither the failure of Borrower or Lender to perform any
covenant or obligation in favor of AMC nor the failure or omission to make a
demand permitted hereunder shall in any way affect or limit AMC's obligations
under this Guarantee.


                                      A-8
<Page>

         13. AMC agrees to:

                  (i) pay or reimburse Lender on demand for all its reasonable
         out-of-pocket costs and expenses incurred in connection with the
         development, preparation and execution of, and any amendment,
         modification or supplement to, or any waiver under, this Guarantee and
         any other document prepared in connection therewith, and the
         consummation and administration of the transactions contemplated
         thereby, including without limitation the reasonable fees and
         disbursements of counsel to Lender, subject to the previously agreed
         upon $70,000 limit to the fees and disbursements of Brown & Wood LLP
         incurred in connection with the preparation, negotiation and execution
         of the Agreement;

                  (ii) pay on demand all reasonable costs and expenses of
         Lender, including without limitation the reasonable fees and
         disbursements of counsel to Lender, in connection with the occurrence
         or continuance of a default under this Guarantee and the enforcement,
         collection, protection or preservation (whether through negotiations,
         legal proceedings or otherwise) of this Guarantee, any Borrower
         Obligation or any right, remedy, power or privilege of Lender
         hereunder;

                  (iii) except as otherwise set forth in Section 3.16 of the
         Agreement, which shall also apply to AMC, pay and hold Lender harmless
         from and against any and all present and future stamp, excise,
         recording or other similar taxes or fees payable in connection with
         the execution, delivery, recording and filing of this Guarantee and
         hold Lender harmless from and against any and all liabilities with
         respect to or resulting from any delay or omission to pay such taxes
         or fees; and

                  (iv) indemnify Lender and its affiliates and each of their
         respective directors, officers, employees and agents and hold each of
         them harmless from and against, any and all liabilities, losses,
         damages, penalties, actions, judgments, suits, claims, costs, expenses
         and disbursements, including without limitation the reasonable fees
         and disbursement of counsel to Lender and such other parties, incurred
         by any of them in connection with, arising out of or in any way
         relating to any investigation, claim, litigation or other proceeding,
         pending or threatened (whether or not any of them is designated a
         party thereto), in connection with, arising out of or in any way
         related to this Guarantee any of the transactions contemplated herein
         or therein; provided that Lender shall not be entitled to any
         indemnification for any of the foregoing resulting from its gross
         negligence or willful misconduct.

If and to the extent that the indemnity obligations of AMC under this Section 13
may be unenforceable for any reason, AMC hereby agrees to make the maximum
contribution to the payment and satisfaction of each of such indemnity
obligations which is permissible under applicable law.

         14. In addition to any rights now or hereafter granted under
applicable law and not by


                                      A-9
<Page>

way of limitation of any such rights, during the continuance of any default
under this Guarantee Lender is hereby authorized at any time and from time to
time, without notice to AMC or to any other Person or entity, any such notice
being hereby expressly waived, to set-off against any obligation owing by Lender
or any affiliate of Lender to Borrower, any of its Subsidiaries or AMC, or
against any funds or other property of Borrower, any of its Subsidiaries or AMC
held by or otherwise in the possession of Lender or any affiliate of Lender, the
Borrower Obligations and the obligations and liabilities of AMC to Lender
hereunder, irrespective of whether or not Lender shall have made any demand
hereunder.

         15. Provided no Event of Default shall then be continuing or result
therefrom, any Person (i) into which AMC may be merged or consolidated, (ii)
resulting from any merger or consolidation to which AMC is a party or (iii)
succeeding to all or substantially all of the business of AMC, provided that
in any of the foregoing cases such Person shall execute an agreement of
assumption to perform every obligation of AMC under this Guarantee, and
whether or not such assumption agreement is executed, shall be the successor
to AMC hereunder (without relieving AMC of its responsibilities hereunder, if
it survives such merger or consolidation) without the execution or filing of
any document or any further act by any of the parties to this Guarantee. Each
of the representations and warranties set forth herein at SECTION 9 hereof
shall be true and correct with respect to the surviving Person of any such
merger or consolidation as of the effective date of any such merger or
consolidation.

         16. Each party shall, from time to time after execution of this
Guarantee and without further consideration, execute such documents or take
such action as may be reasonably necessary to carry out the purpose or
intention of this Guarantee

         17. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. Communications with respect to this
Guarantee other than requests for payment pursuant to a notice referred to in
the preceding paragraph shall also be addressed to AMC at 1100 Town and
Country Road, Orange, CA 92868, Attention: General Counsel, specifically
referring to this Guarantee.

         18. EACH PARTY HERETO HEREBY WAIVES THE RIGHT OF TRIAL BY JURY IN
ANY LITIGATION ARISING HEREUNDER AND ALSO WAIVES THE RIGHT IN ANY SUCH
LITIGATION, TO IMPOSE COUNTERCLAIMS OR SET-OFFS OF ANY KIND OR DESCRIPTION
UNLESS SUCH COUNTERCLAIM OR SET-OFF IS COMPULSORY OR MANDATORY IN NATURE
UNDER THE NEW YORK CIVIL PRACTICE LAW AND RULES. EACH PARTY HERETO FURTHER
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF


                                      A-10
<Page>

THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH
PROCEEDING PERSONALLY DELIVERED OR TRANSMITTED BY REGISTERED MAIL TO THE ADDRESS
SET FORTH ABOVE; PROVIDED THAT UPON ANY SUCH SERVICE BY REGISTERED MAIL THE
SENDING PARTY SHALL, SIMULTANEOUSLY THEREWITH, SEND NOTICE OF SUCH SERVICE TO
THE OTHER PARTY VIA FACSIMILE TRANSMISSION. NOTHING IN THIS GUARANTEE WILL
AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.

         19. Any notice hereunder shall be in writing and shall be personally
delivered, transmitted by postage prepaid registered airmail, by facsimile,
telegram or cable to the parties at the address for notices set forth in the
Agreement. All notices and other communications shall be deemed to have been
duly given on the date of receipt if delivered personally; the date five (5)
calendar days after posting if transmitted by mail; or in the case of a
facsimile, telegram or cable, at the time sent. Either party may change its
address for purposes hereof by notice to the other.

                                    Very truly yours,

                                    AMERIQUEST MORTGAGE COMPANY

                                    By:_______________________________________
                                    Name:
                                    Title:


AGREED AND ACCEPTED:

GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., Lender

By:____________________________________________
Name:
Title:


                                      A-11
<Page>

                 FORM OF BORROWING BASE CERTIFICATE                    EXHIBIT B

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
600 STEAMBOAT ROAD
GREENWICH, CONNECTICUT 06830
ATTENTION: MIKE HARRIS

LADIES AND GENTLEMEN:

The undersigned, Long Beach Acceptance Corp., refers to the Warehouse Lending
Agreement, dated as of January 30, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Agreement", the terms defined
therein being used herein as therein defined), between the undersigned and
you.  The undersigned hereby delivers this Borrowing Base Certificate to you
pursuant to Section 6.14 of the Agreement and hereby certifies to you as
follows

<Table>
<Caption>
------------------------------------------------------ ------------  --------  ------------  ----------  ----------  -------------
                                                       0-119 DQ      0-119 DQ  120-179 DQ    120-179 DQ  Total Loan  Total Advance
                                                       Loan Balance  Advance   Loan Balance  Advance     Balance
------------------------------------------------------ ------------  --------  ------------  ----------  ----------  -------------
<S>                                                    <C>           <C>       <C>           <C>         <C>         <C>
I.  ADVANCE RATES                                                       95.5%                    50.00%                          %

II. CALCULATION OF BORROWING BASE
    A. PREVIOUS BALANCES

       (i) ALL CONTRACTS-BEFORE APPLICATION OF
       PRINCIPAL PAYMENTS (a) PLUS (b) PLUS (c)
       (a) ELIGIBLE CONTRACTS FROM PREVIOUS
       BORROWING BASE CALCULATION
       (b) ADDITIONAL CONTRACTS FROM FINDING
       (c) LESS CONTRACTS SOLD

       (ii) UNPAID PRINCIPAL AMOUNT OF ALL CONTRACTS
       AFTER APPLICATION OF PRINCIPAL
       (iii) PRINCIPAL PAYDOWNS APPLIED TO ALL
       CONTRACTS [A(i) MINUS A(ii)]

    B. INELIGIBLE CONTRACTS [SUM OF B(i) THROUGH
       B(vii)]

       (i)  BREACHES OF REPRESENTATION, WARRANTY, OR
       COVENANT
       (ii) LIQUIDATIONS AND LOANS IN DEFICIENCY STATUS
       (iii) > 179 DAYS DELINQUENT
       (iv) CONTRAVENTION OF PAYMENT DEFERMENT AND DUE
       DATE CHANGE POLICY
       (v) BREACH OF ANY COVENANT SET FORTH IN SECTION
       9.02, 9.05, 9.06, OR 9.15
       (vi) ORIGINAL LIEN CERTIFICATE NOT RECEIVED BY
       BORROWER WITHIN 150 DAYS AFTER THE LAST DAY OF
       MONTH

       (vii) DELINQUENT CONTRACTS TO BE REPRICED
       [(a) PLUS (b)]
             (a) REPRICE OF NEWLY DELINQUENT CONTRACTS
                 (120-179 DAYS)
             (b) REPRICE OF NEWLY CURRENT CONTRACTS
                 (LESS THAN 120 DAYS)

    C. REPRICED DELINQUENT CONTRACTS [(i) PLUS (ii)]

       (i) REPRICE OF NEWLY DELINQUENT CONTRACTS
           (FROM B(vii(a)))
       (ii) REPRICE OF NEWLY CURRENT CONTRACTS
            B(vii(b)))

    D. ELIGIBLE CONTRACTS INCLUDED IN BORROWING BASE
       [(A(f)) PLUS (B) PLUS (C)]

------------------------------------------------------

III. CALCULATION OF BORROWING BASE DEFICIENCY
     A. BORROWING BASE EXCESS (DEFICIENCY)
        [II(D) MINUS II(A)]
------------------------------------------------------

NOTE:  30-119 day delinquency sublimit = $ mm
       120-179 day delinquency sublimit = $ mm
------------------------------------------------------
</Table>

(Pursuant to the terms of Section 3.03 of the Security Agreement, the
undersigned hereby requests that each of the Contracts set forth on Schedule
1-A hereto be released from the Lien under the Security Agreement upon
payment in full of the amount set forth in I(B) above to you hereby certifies
that each of the Contracts set forth on Schedule I-B hereto are to remain
subject to the Lien under the Security Agreement.)

The undersigned hereby represents and warrants to you that all of the
information set forth in this Borrowing Base Certificate and each of the
Schedules attached hereto is true, accurate and complete in all respects

<Page>

                       FORM OF BORROWING BASE CERTIFICATE

Very truly yours,

<Table>
<S>                           <C>                                       <C>
                              WIRE INSTRUCTIONS:                        PRINCIPAL DUE:
By                            Chase Manhattan Bank                      Interest Due
    -----------------------   ABA 021-000-021                           ---------------
                              AC Greenwich Capital Financial Products   TOTAL DUE GCFP:
Name                          AC # 1400-95961
      ---------------------   RE IBAC

Title
      ---------------------
</Table>
<Page>

                                                                       EXHIBIT C

                           FORM OF CUSTODY RECEIPT OF
                                    BORROWER

The undersigned does hereby certify that:

         1. I am a duly elected, qualified and acting officer of Long Beach
Acceptance Corp. ("Long Beach"), am familiar with the facts herein certified
and am duly authorized to certify such facts and make this certificate for
and on behalf of Long Beach, as Borrower, pursuant to the Warehouse Lending
Agreement dated as of January 30, 1998 (the "Agreement"), between Long Beach,
as Borrower, and Greenwich Capital Financial Products, Inc., as Lender.
Capitalized Terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Agreement.

         2. Each Contract File relating to a Contract listed on the List of
Contracts for the Borrowing Date occurring on ________________, 199_,
relating to the Agreement contains the documents specified in the definition
of "Contract File" in the Agreement and is in the custody of Borrower.

IN WITNESS WHEREOF, the undersigned has executed this document as of the ____
day of ____________, 199_.

                                                 LONG BEACH ACCEPTANCE CORP.
                                                 as Borrower

                                                 By:__________________________
                                                    Name:_____________________
                                                    Title:____________________


                                      C-1
<Page>

                                                                       EXHIBIT D


                          LONG BEACH ACCEPTANCE CORP.

                          FORMS OF DEALER AGREEMENTS

<Page>

                                 LAW 553 NC 6/96

LAW FORM NO. 553-NC (REV 6/96) CALL (800)344-0996 -C- 1996 THE REYNOLDS AND
REYNOLDS COMPANY     LA16XX      6/96

                            LINE UP COMPUTER/PRINTER SQUARELY WITH BRACKET BELOW

                      THIS IS A CONSUMER CREDIT SALE DOCUMENT

<Table>
<S><C>

SIMPLE INTEREST MOTOR VEHICLE CONTRACT AND SECURITY AGREEMENT
--------------------------------------------------------------------------
BUYER'S NAME                                              DATE OF CONTRACT   STOCK NO.________________
                                                                             Source __________________
--------------------------------------------------------------------------   Salesperson _____________
BUYER'S RESIDENCE OR PLACE OF BUSINESS         ZIP CODE   AGREEMENT No.      Date ____________________
                                                                             Bus. Phone ______________
--------------------------------------------------------------------------   Res. Phone ______________
CO-BUYER'S NAME AND ADDRESS

--------------------------------------------------------------------------
In this contract the words "we," "us" and "our" refer to the creditor (seller) named below or, upon any
assignment, its assignee. The words "you" and "your" refer to the buyer and co-buyer if any named herein
and to the heirs, executors, administrators and assigns of such buyer and co-buyer. We sell you the motor
vehicle described below (the "vehicle") on credit. The credit price is shown below as the "Total Sale Price."
The "Cash Price" is also shown below. By signing this contract you choose to buy the vehicle on credit and
agree to pay the Amount Financed, along with a Finance Charge at the Annual Percentage Rate shown below on
the unpaid principal balance of the Amount Financed until paid, according to the schedules, terms and
agreements shown on the front and back of this contract. If this contract is signed by a buyer and
co-buyer, each is individually and together responsible for all agreements in the contract.
SEE OTHER SIDE FOR ADDITIONAL TERMS AND AGREEMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
NEW/USED    YEAR     MAKE     CYL    DIESEL   GAS   OTHER  BODY STYLE   MODEL    ODOMETER READING     VEHICLE IDENTIFICATION NUMBER

         --------------------------------------------------------------------------------------------------------------------------
         COLOR           TRIM           TIRES        TRANS       KEY NO            LIC. NO           R.O.S. NO

-----------------------------------------------------------------------------------------------------------------------------------
                              DISCLOSURES PURSUANT TO THE TRUTH-IN-LENDING ACT
-----------------------------------------------------------------------------------------------------------------------------------
         ANNUAL             FINANCE CHARGE          AMOUNT FINANCED           TOTAL OF PAYMENTS             TOTAL SALE PRICE
   PERCENTAGE RATE        The dollar amount the  The amount of credit      The amount you will have      The total cost of your
The cost of your credit   credit will cost you.  provided to you or on     paid after you have made all  purchase on credit,
as a yearly rate.                                your behalf.              payments as scheduled.        including your down
                                                                                                         payment of $___________.

                      %   $                 (e)  $                         $                       (e)   $                     (e)
-----------------------------------------------------------------------------------------------------------------------------------
YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------------------------------------------------------------
          Number of Payments:                      Amount of Payments:               When Payments Are Due:
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
        Payments of                                                           Monthly, beginning
-----------------------------------------------------------------------------------------------------------------------------------
One Final Payment of
-----------------------------------------------------------------------------------------------------------------------------------
SECURITY: You are giving a security interest in the goods or property being purchased.                        (e) MEANS AN ESTIMATE
LATE CHARGES: If any payment is more than 10 days late you will be charged $6
or 5% of the installment past due.
PREPAYMENT: If you pay off early, you may have to pay a penalty.
See the remainder of this document for any additional information about nonpayment, default and any required prepayment in full
before the scheduled date.
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

IF YOU ARE BUYING A USED VEHICLE WITH THIS CONTRACT, AS INDICATED IN THE
DESCRIPTION OF THE VEHICLE ABOVE, FEDERAL REGULATIONS MAY REQUIRE A SPECIAL
BUYERS GUIDE TO BE DISPLAYED ON THE WINDOW.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.
--------------------------------------------------------------------------------
                     STATEMENT OF INSURANCE
NOTICE: NO PERSON IS REQUIRED AS A CONDITION OF FINANCING THE PURCHASE OF A
MOTOR VEHICLE TO PURCHASE, OR NEGOTIATE, ANY INSURANCE THROUGH A PARTICULAR
INSURANCE COMPANY, AGENT OR BROKER.
You have requested Seller to include in the balance due under this contract
the following insurance. Insurance is to expire WITH / / BEFORE / / AFTER / /
the due date of the final installment. Buyer requests Seller to procure
insurance on the vehicle against fire, theft, and collision for the term of
this contract. Any insurance will not be in force until accepted by the
insurance carrier.                                                Premium

$____________ DED., COMP., FIRE & THEFT ________ Mos. $__________________
$_______________ DEDUCTIBLE COLLISION   ________ Mos. $__________________
BODILY INJURY $________________ LIMITS  ________ Mos. $__________________
PROPERTY DAMAGE $______________ LIMITS  ________ Mos. $__________________
MEDICAL ______________________________  ________ Mos. $__________________
______________________________________  ________ Mos. $__________________
                    TOTAL VEHICLE INSURANCE PREMIUMS  $________________(a)
Name of Insurer__________________________________________________________
The foregoing declarations are hereby acknowledged.

                     X                       X
___________________________________________________________________________
DATE                   SELLER                   BUYER
-------------------------------------------------------------------------
             CREDIT INSURANCE AUTHORIZATION AND APPLICATION
YOU VOLUNTARILY REQUEST THE CREDIT INSURANCE CHECKED BELOW, IF ANY, AND
UNDERSTAND THAT SUCH INSURANCE IS NOT REQUIRED. You acknowledge disclosure
of the cost of such insurance and authorize it to be included in the
balance payable under this contract. Any returned or refunded credit
insurance premiums shall be applied to sums due under this contract.
Only the persons whose names are signed below are insured.

CREDIT LIFE ________________________ Mos. Premium $_______________________
JOINT LIFE _________________________ Mos. Premium $_______________________
CREDIT ACCIDENT & HEALTH____________ Mos. Premium $_______________________
JOINT CREDIT ACCIDENT & HEALTH______ Mos. Premium $_______________________
                 TOTAL CREDIT INSURANCE PREMIUMS  $_______________________(b)
Name of Insurer___________________________________________________________
/ / You want Credit Life Insurance / / You do not want Credit Life Insurance
/ / You want Credit Accident and Health Insurance
/ / You want Joint Credit Life Insurance
/ / You want Joint Credit Accident and Health Insurance
/ / You do not want Credit Accident and Health Insurance
If the boxes above are checked to indicate that you desire Credit Life or
Credit Accident and Health Insurance, or both, your signature below means
that you agree that you elect the insurance shown above subject to the
eligibility requirements, conditions and exclusions set forth in your
insurance policy(ies) or certificate(s). If the boxes above are checked to
indicate that you do not want Credit Life or Credit Accident and Health
Insurance, or both, your signature below acknowledges that fact.

                       X
___________________________________________________________________________
DATE                     BUYER                                 AGE

                       X
___________________________________________________________________________
DATE                     CO-BUYER                              AGE

--------------------------------------------------------------------------------

    ITEMIZATION OF AMOUNT FINANCED
    A. Cash Price Motor Vehicle and Accessories   $_________________(A)
       1. Cash Price Vehicle      $______________
       2. Cash Price Accessories  $______________
    B. Sales Tax................................. $_________________(B)
1.  C. Luxury Tax................................ $_________________(C)
    D. Service Contract (optional)**............. $_________________(D)
       *See Service Contract Box below
    E. Other..................................... $_________________(E)
       To whom paid_______________________________________
    F. Other..................................... $_________________(F)
       To whom paid_______________________________________
    G. Other..................................... $_________________(G)
       To whom paid_______________________________________

    TOTAL CASH PRICE (1A to G)........................... $_________________(1)
    A. Trade-In (Description)
       Yr__________ Make__________
       Model______________________                $_________________(A)
       V.I.N._______________________________
2.     Odometer___________________
    B. Less Pay Off.............................. $_________________(B)
    C.NET TRADE-IN (A minus B)................... $_________________(C)
    D. Cash Downpayment.......................... $_________________(D)
    E. Manufacturer's Rebate..................... $_________________(E)
    TOTAL DOWNPAYMENT (2C + D + E)....................... $_________________(2)
3.  NET CASH PRICE (1 minus 2)........................... $_________________(3)
    AMOUNTS PAID TO PUBLIC OFFICIALS
    A. License................................... $_________________(A)
    B. Registration.............................. $_________________(B)
    C. Title..................................... $_________________(C)
4.  D. Transfer.................................. $_________________(D)
    E. Temporary Tag............................. $_________________(E)
    F. Lien...................................... $_________________(F)
    G. Inspection................................ $_________________(G)
    H. Other..................................... $_________________(H)
    TOTAL OFFICIAL FEES (4A to H)........................ $_________________(4)
    OTHER AMOUNTS FINANCED**
    A. Total premiums paid to Insurance companies
       per Statement of Insurance (a+b).......... $_________________(A)
    B. Other..................................... $_________________(B)
5.     To whom paid_______________________________________
    C. Other..................................... $_________________(C)
       To whom paid_______________________________________
    TOTAL OTHER AMOUNTS FINANCED (5A to C)............... $_________________(5)
6.  AMOUNT FINANCED (3+4+5).............................. $_________________(6)
7.  FEES NOT FINANCED.................................... $_________________(7)
       To whom paid_______________________________________
    **Seller may retain a portion of these amounts.
--------------------------------------------------------------------------------
VEHICLE USE: The primary use of the vehicle will be
             / / Personal, Family or Household  / / Commercial  / / Agricultural
--------------------------------------------------------------------------------
*SERVICE CONTRACT (Optional) You request a service contract written with the
following company for the term below. The cost is shown in item (1D) above.

Company___________________________________________ Term ________________ Months
Buyer X____________________________________Co-Buyer X__________________________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OPTION: / / You pay no Finance Charge if the Amount Financed, item 6, is paid
in full on or before ________________________ 19 ______. SELLERS INITIALS ______
--------------------------------------------------------------------------------
                         THERE IS NO COOLING OFF PERIOD
STATE LAW DOES NOT PROVIDE FOR A "COOLING OFF" OR OTHER CANCELLATION PERIOD
FOR THIS SALE. THEREFORE, YOU CANNOT LATER CANCEL THIS CONTRACT SIMPLY
BECAUSE YOU CHANGE YOUR MIND, DECIDE THE VEHICLE COSTS TOO MUCH, OR WISH YOU
HAD ACQUIRED A DIFFERENT VEHICLE. AFTER YOU SIGN BELOW, YOU MAY ONLY CANCEL
THIS CONTRACT WITH OUR AGREEMENT OR FOR LEGAL CAUSE, SUCH AS FRAUD.
--------------------------------------------------------------------------------
BUYER AND CO-BUYER ACKNOWLEDGE THAT (1) BEFORE SIGNING THIS CONTRACT BUYER
AND CO-BUYER HAVE READ BOTH SIDES OF THIS CONTRACT AND RECEIVED A LEGIBLE,
COMPLETELY FILLED-IN COPY OF THIS CONTRACT; AND (2) BUYER AND CO-BUYER HAVE
RECEIVED A COPY OF EVERY OTHER DOCUMENT THAT BUYER AND CO-BUYER SIGNED DURING
THE CONTRACT NEGOTIATION; AND (3) THEY EXECUTE THIS CONTRACT UNDER SEAL AND
ADOPT AS THEIR SEAL THE "(SEAL)" NEXT TO THE SIGNATURE OF EACH.

BUYER'S SIGNATURE X____________________(Seal)  Seller ____________________(Seal)
CO-BUYER'S SIGNATURE X_________________(Seal)  Seller's Address ________________
                                               By X ______________ Title ______

LAW* FORM NO. 553-NC (Rev 6/96) US PATENT NO 342,967 CALL (800)344-8996
      -C- 1996 THE REYNOLDS AND REYNOLDS COMPANY
     The Printer makes no warranty, express, or implied, as to content or
     fitness for purpose of this form. Consult your own legal counsel

   TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING. 2. BUYER AND SELLER
              SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                       ADDITIONAL TERMS AND AGREEMENTS

A. PROMISE TO PAY: You promise to pay the downpayment and Amount Financed,
plus the Finance Charges on the Amount Financed as shown in the Payment
Schedule, even if the vehicle is damaged, destroyed or missing.

B. SIMPLE INTEREST CONTRACT: This is a simple interest contract. The Finance
Charge, Total of Payments and Payment Schedule shown may differ from the
amount you will ultimately have to pay if your payments are not received on
their exact due dates or the Seller adds amounts to the amount you owe for
any of the reasons stated below. For example, early payments would reduce
your final payment, while late payments and additions to the amount you owe
would increase it. Your final payment may be different from the amount shown
(or at our option, we may require you to make additional payments until all
amounts you owe are paid in full) if the Seller figured the Payment Schedule
assuming equal monthly payment periods and other factors permitted under the
Truth in Lending Act. Your promise to pay requires you to pay the final
payment on the date due even if it is different from the amount shown for
any of these reasons.

C. SECURITY INTEREST: You hereby grant us a security interest under the
Uniform Commercial Code in the vehicle, which security interest secures all
sums which may become due under this contract, as well as any modifications,
extensions, renewals, amendments, or re-financing of it.

D. USE OF VEHICLE: You agree to keep the vehicle free of all taxes and liens,
except in favor of Seller, and not to use the vehicle--or permit the vehicle
to be used--illegally, improperly, or for hire, or to expose the vehicle to
misuse, seizure, or confiscation, or other involuntary transfer, even if the
vehicle was not the subject of judicial or administrative action. You agree
not to make any material change in the vehicle or allow any material change
in it to be made, or to remove the vehicle, or allow it to be removed from
your state of residence as shown in this contract for a period in excess of
30 days or transfer any interest in the vehicle. You agree to keep the
vehicle in good working condition and make all necessary repairs. You agree
not to remove the vehicle, nor to permit its removal, from this country.
Although we are not obligated to do so, if we elect to pay any liens, fees or
taxes in connection with the vehicle, or to expend any other amount to
protect our interests in the vehicle, you will reimburse us, at our option;
(i) upon our demand upon you to do so or (ii) we may add the dollar amount of
any such liens, fees, taxes or other charges we pay to the balance of this
contract, accruing Finance Charge, from the time we pay such amounts until
the time you pay them to us, at 16% per annum. In the alternative, we may
charge the Annual Percentage Rate shown on the face of this contract, if
permitted by law. Such dollar amount and Finance Charge will be due at
maturity of this contract or, at our option, in monthly installments due on
the remaining payment dates shown on the face of this contract.

E. INSURANCE: You agree to keep the vehicle insured in our favor with a
policy satisfactory to us and with an insurer authorized to do business in
the jurisdiction in which the vehicle is registered, with comprehensive fire,
theft and collision coverage, insuring the vehicle in an amount sufficient to
cover the value of the vehicle. You agree to deliver the policies to us, and
you agree that we may (i) contact your insurance agent to verify coverage or
to add us as a loss payee or lienholder, (ii) make any claim under your
insurance policy, (iii) cancel any insurance financed under this contract on
your default, and (iv) receive any payment of loss or returned premium, and
apply the amounts received, at our option, to repair or replace the vehicle
or to your indebtedness under this contract, including indebtedness not yet
due. If you fail to maintain such insurance, we may, at our option, procure
insurance to protect our interest in the vehicle, and you agree to pay for
any insurance we procure and Finance Charges on the premiums at 16% per
annum. In the alternative, we may charge the Annual Percentage Rate shown on
the face of this contract, if permitted by law, according to the notice we
send you. You agree that any insurance we purchase may be for the protection
of only our interest in the vehicle, and may be for the remaining term of the
contract or any shorter period as we determine. You understand that the
insurance premiums may be higher if we must purchase insurance than if you
had purchased the insurance yourself. If insurance has been purchased in
connection with this contract, any difference between the amounts shown in
the Statement of insurance for premiums which may arise from errors in
computation, classification, grouping or zoning, or changes in the type of
insurance shall be payable by you on demand. Whether or not the vehicle is
insured, you must pay for it if it is lost, damaged or destroyed.

F. PREPAYMENT OF AMOUNT OWED: You may prepay all amounts due under this
contract at any time. To do so, you must pay all accrued Finance Charges to
the date of prepayment and any other charges you owe. Upon prepayment in
full, if permitted by law, we may, at our option, impose a prepayment charge
of 10% of your unpaid balance, not to exceed $25.

G. DEFAULT: If you breach any warranty or default in the performance of any
promise you make in this contract or any other contract you have with us,
including, but not limited to, failing to make any payment when due, or
become insolvent, or file any proceeding under the U.S. Bankruptcy Code, or
upon your demise, or if the vehicle is damaged, destroyed, used for illegal
purposes or impounded, we may at our option and without notice or demand (1)
declare all unpaid sums immediately due and payable subject to any right of
reinstatement as required by law (2) file suit against you for all unpaid
sums (3) take immediate possession of the vehicle (4) exercise any other
legal or equitable remedy. Upon repossessing the vehicle and giving notice as
provided by law, if you do not redeem the vehicle, we will sell it, together
with any accessories, equipment or replacement parts installed therein, at
public or private sale. We may purchase the vehicle at any public sale. The
proceeds of the sale will be applied first to the expenses of retaking,
reconditioning, storing and selling the vehicle, and the remainder will be
applied to unpaid sums owing under this contract, including collection costs
and reasonable attorneys' fees. If there is any money left over (surplus) it
will be paid to you or to another person if required by applicable law. If a
balance still remains owing, you promise to pay the same upon demand. If you
default or breach this contract you agree to pay Finance Charges at the
Annual Percentage Rate shown on the reverse side or if a higher rate is
permitted by law, at such higher rate, until all sums owing us are paid in
full or until judgment is entered. After judgment, you will pay interest at
the lesser of the legal rate or the Annual Percentage Rate, for the purchase
of a vehicle for personal, family, household or agricultural purposes;
otherwise, you will pay interest at the Annual Percentage Rate shown in this
contract. Our remedies are cumulative and taking of any action shall not be a
waiver or prohibit us from pursuing any other remedy. You agree that upon
your default we shall be entitled to recover from you our reasonable
collection costs, including, but not limited to, reasonable attorneys' fees.
In addition, if we repossess the vehicle, you grant to us and our agents
permission to enter upon any premises where the vehicle is located. Any
repossession will be performed peacefully. You agree that we are entitled to
recover from you our reasonable costs and expenses arising out of that
repossession, including, but not limited to, any sums we pay third party
agents. With respect to any sums we are entitled to recover pursuant to the
previous four sentences, you will reimburse us, at our option: (i) upon our
demand upon you to do so or (ii) we may add the dollar amount of any such
sums, costs and expenses to the balance of this contract, accruing Finance
Charge, from the time we pay such amounts until the time you pay them to us,
at 16% per annum. In the alternative, we may charge the Annual Percentage
Rate shown on the face of this contract, if permitted by law.

H. WARRANTIES OF BUYER: You promise that you have given true and correct
information in your application for credit, you have no knowledge that will
render that information untrue in the future, and you understand that we have
relied upon the correctness of that information in entering into this
contract; that upon request you will provide us with documents and other
information necessary to verify any item of information contained in your
credit application; that you have given us a true payoff amount on any
vehicle traded in and that if it is not correct and is greater than the
amount shown in this contract, you will pay the excess to us upon demand; and
that any trade-in vehicle described on the reverse of this contract is free
from all claims of others, except as previously disclosed to us.

I. POWER OF ATTORNEY: You hereby appoint us, as well as any of our
appropriate officers or other employees, as your attorney-in-fact, with full
power of substitution, to sign in your name, place and stead any and all
Certificates of Ownership, Registration Cards, applications, affidavits
and/or any other documents required or necessary to transfer or convey any
and all right, title and interest in and to the vehicle, to any person or
persons, and to do and perform any and all other acts necessary or incident
to the execution of the powers you hereby grant us, including without
limitation endorsing insurance proceeds checks on your behalf, as fully and to
all intents and purposes as you might or could do if personally present. This
grant of a power of attorney, being coupled with an interest, is irrevocable
until all your obligations under this contract are fully satisfied or until
judgment is entered.

J. OTHER AGREEMENTS OF BUYER: (1) In the event the estimated Department of
Motor Vehicle fees are greater than the amount shown, you will pay the excess
to us upon demand. If they are less, we will refund the excess to you. (2)
You agree that if we accept moneys in sums less than those due or make
extensions of due dates of payments under this contract, doing so will not be
a waiver of any later right to enforce the contract terms as written. (3) To
the extent permitted by law, we may charge you a $20 fee for the return by a
depository institution of a dishonored check, negotiable order of withdrawal
or share draft issued in connection with any payment due under this contract.
(4) If the vehicle is repossessed we may store personal property found in the
vehicle for your account and at your expense, as permitted by law, and if you
do not claim the property within 10 days after repossession, we  may dispose
of the personal property in any manner we deem appropriate without liability
to you. (5) If your payment is more than 10 days late you will be charged $6
or 5% of the installment past due, whichever is less. (6) You will allow us
to inspect the vehicle at any reasonable time and notify us of any change of
your address immediately. (7) You acknowledge that we may assign this
contract and you agree that the assignee will have all our rights and
remedies under this contract and you agree to pay all that is still owed
under this contract at the times due, and in the amount due, to the assignee.
(8) Upon payment of this contract in full we may endorse the Certificate of
Title or a release of our security interest, as appropriate, and send it to
any of you. (9) Any provision of this contract which may be held invalid
shall not mean that this contract is unenforceable and the remaining
provisions shall continue to be binding. (10) No transfer, renewal,
extension, or assignment of any interest in this contract will release you
from your obligations under this contract. (11) This contract is to be
governed by the law of the jurisdiction in which the seller of the vehicle is
located, as set forth on the reverse of this contract and, if the vehicle is
repossessed hereunder, the laws of the jurisdiction in which the repossession
occurs may govern such repossession. (12) ALL OF THE AGREEMENTS BETWEEN US
AND YOU ARE SET FORTH IN THIS CONTRACT AND NO MODIFICATION OF THIS CONTRACT
SHALL BE VALID UNLESS IT IS MADE IN WRITING AND SIGNED BY YOU AND US. (13) WE
MAY OBTAIN A CONSUMER CREDIT REPORT FROM ONE OR MORE CONSUMER CREDIT
REPORTING AGENCIES (CREDIT BUREAUS) IN CONNECTION WITH YOUR APPLICATION AND
ANY UPDATE, RENEWAL, REFINANCING, MODIFICATION OR EXTENSION OF THIS CONTRACT
AND ANY AFFILIATE OF OURS MAY OBTAIN ONE OR MORE CONSUMER REPORTS ON YOU. YOU
AGREE THAT WE MAY ALSO VERIFY YOUR EMPLOYMENT, PAY, ASSETS AND DEBTS AND THAT
ANYONE RECEIVING A COPY OF THIS CONTRACT IS AUTHORIZED TO PROVIDE US WITH
SUCH INFORMATION. YOU AGREE THAT WE, OUR ASSIGNEE, ANY OF OUR AFFILIATES AND
OTHERS MAY EXCHANGE CREDIT, ACCOUNT AND FINANCIAL INFORMATION (INCLUDING
INFORMATION IN ANY CREDIT REPORTS) ABOUT YOU. YOU AGREE THAT THIS INCLUDES,
BUT IS NOT LIMITED TO, THE SHARING OF INFORMATION FOR THE PURPOSES OF
PROVIDING CUSTOMER SERVICE, CONSIDERING YOUR ELIGIBILITY FOR ANY PRODUCT OR
SERVICE OFFERED BY US OR OTHERS, AND ENFORCING YOUR OBLIGATIONS TO US OR AN
AFFILIATE.

K. DELAY IN ENFORCEMENT: We can delay or waive enforcement of any of our
rights under this contract without losing them.

L. SELLER'S WARRANTIES: You agree that you have verified the description of
the vehicle to your satisfaction. UNLESS YOU HAVE BEEN GIVEN A WRITTEN
WARRANTY BY THE SELLER OF THE VEHICLE, THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE MERCHANTABILITY, SUITABILITY, FITNESS FOR
PURPOSE, OR OTHERWISE CONCERNING THE VEHICLE, PARTS OR ACCESSORIES DESCRIBED
HEREIN.

M. NOTICES:  Any notice sent to you will be sufficient if mailed to your last
known address, which is presumed to be your address as set forth in this
contract unless you have given us written notice of a change of your address.

N. NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL
CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS
OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

THE NOTICE ABOVE DOES NOT APPLY IF THE BOX FOR COMMERCIAL OR AGRICULTURAL USE
IS CHECKED ON THE REVERSE OF THIS CONTRACT.

-------------------------------------------------------------------------------

                          ASSIGNMENT WITH RECOURSE

For value received, the Seller ("Seller") named on the other side of this
Simple Interest Motor Vehicle Contract and Security Agreement ("Contract")
does hereby sell, assign and transfer to:__________________________________
and its successors and assigns ("Assignee") all of Seller's right, title and
interest to the Contract, the property described in the Contract
("Property"), and all moneys due and to become due under the Contract. Seller
(jointly and severally if more than one) hereby further agrees as follows:
Seller guarantees full performance of the Contract in all its terms and the
prompt payment when due of any and all sums due under the Contract, together
with collection expenses, costs and reasonable attorneys' fees, and agrees to
pay Assignee's reasonable attorneys' fees and costs incurred in enforcing
this Assignment With Recourse. Seller has not assisted the buyer named in the
Contract ("Buyer") in obtaining a loan from any third party to be used as all
or a part of any downpayment or any other payment on the Contract, except as
expressly stated in the Contract. Seller represents and warrants that all
requirements of federal and state laws applicable to the Contract, including,
without limitation, the Federal Truth in Lending Act, the Federal Equal
Credit Opportunity Act, state and federal laws regulating consumer credit and
discrimination in the granting of consumer credit, and regulations
promulgated under such laws, have been complied with. Seller agrees to
indemnify Assignee against and hold Assignee harmless from all claims,
actions, suits, proceedings, costs, expenses, loss, damages and liabilities,
including attorneys fees, arising out of, related to, connected with or
resulting from any contention, whether well founded, baseless or otherwise,
that there has been a violation of, or failure to comply with, any such laws
in connection with the Contract. Seller agrees that in the event the Buyer
breaches the Contract, whether or not the Property has been repossessed, or
an attempt has been made to do so, suit may be brought by Assignee against
Seller, whether or not suit has been commenced against Buyer, and without
waiving any rights as to time of repossession. Seller agrees that in the
event of default by Buyer or repossession of the Property, Seller will pay to
Assignee upon demand the entire balance outstanding under the Contract. Seller
waives all rights, defenses, demands and notices under this Assignment With
Recourse and all other rights that can be waived in an assignment such as
this Seller agrees to indemnify Assignee from all claims, demands, loss and
liability, including attorneys fees, in any way arising from the Property or
the making or assignment of the Contract Seller waives any and all notice of
nonpayment, demand, presentment or protest which may be required under this
Assignment With Recourse or in connection herewith, and agrees that any
extensions or impairments of remedies which may be granted by Assignee to
Buyer shall not in any manner release Seller. In the event that suit is
instituted to enforce any of the terms of this Assignment With Recourse,
Seller waives the right to change the place of trial from the court
originally acquiring jurisdiction Seller warrants that application has been
made for vehicle registration showing Assignee as first lienholder on the
title to the Property.

Dated _______________________ at ______________________________________________
                                          (Dealer's City and State)
Signed ___________________________ (Seal)  By _________________________________
           (Name of Dealer)                    (Officer, Firm Member or Owner)

                         ASSIGNMENT WITHOUT RECOURSE

For value received, the Seller ("Seller") named on the other side of this
Simple Interest Motor Vehicle Contract and Security Agreement ("Contract")
does hereby sell, assign and transfer to:__________________________________
and its successors and assigns ("Assignee") WITHOUT RECOURSE as to the
obligation of the Buyer and Co-Buyer for payment (except as may be provided
by any provision checked below and in other agreements with the Assignee) all
of Seller's right, title and interest to the Contract, the property described
in the Contract ("Property"), and all moneys due and to become due under the
Contract. Seller (jointly and severally if more than one) hereby further
agrees as follows: Seller has not assisted the buyer named in the Contract
("Buyer") in obtaining a loan from any third party to be used as all or a
part of any downpayment or any other payment on the Contract, except as
expressly stated in the Contract. Seller represents and warrants: that the
Contract represents a bona fide sale and was actually executed in good faith
by the Buyer and the Seller, that at the time of such execution the Buyer was
of legal age and competent to execute the Contract; that the Property is truly
and accurately described in the Contract, and has been delivered into the
possession of Buyer; that the amount recited as having been received as a
downpayment was actually paid in cash and not its equivalent; that
merchandise taken in trade was received at not more than the reasonable
market value thereof at the time of its receipt; that the terms of sale and
statements set forth in the Contract are true and correctly set forth; that
Seller has the full and complete title to the Property, subject only to the
rights of the Buyer; that there are no recoupments, counterclaims, or setoffs
on the part of Buyer against the amounts payable; that there have been no
representations or warranties made to Buyer not contained in the Contract,
that all information given concerning Buyer is true and correct; that, to
Seller's knowledge, there is no material misstatement in Buyer's credit
application submitted to Assignee; and that Seller has no information or
reason to suspect that any provision of the Contract will be violated and
that Buyer is not a good moral and financial risk. The Contract, and the
transaction if evidences, and all disclosures to Buyer and other matters in
connection with the Contract are in all respects made as required by and in
accordance with, all applicable federal and state laws and regulations
governing the same. Seller agrees not to accept or take possession of
payments on the Contract without Assignee's prior written consent. Seller
warrants and represents that all requirements of the Federal Truth in Lending
Act, the Federal Equal Credit Opportunity Act, state and federal laws
regulating consumer credit and discrimination in the granting of consumer
credit, and regulations promulgated under such laws, have been complied with
and the Seller hereby agrees to indemnify Assignee and hold Assignee harmless
from all claims, actions, suits, proceedings, costs, expenses, loss, damages,
and liabilities, including attorneys fees, arising out of, connected with,
relating to or resulting from any contention, whether well founded, baseless
or otherwise, that there has been a violation or failure to comply with, any
such laws in connection with the Contract. Should any of Seller's
representations or warranties be false, Seller agrees to pay to Assignee or
holder, upon demand, the full unpaid balance of the Contract, whether or not
possession of the Property has been taken by Assignee or suit has been
instituted against the Buyer, Seller, or both Seller agrees that the taking
of possession of the Property shall not be deemed an election of remedies,
and Seller agrees to pay any deficiency thereafter remaining. If Assignee is
required to bring an action against Seller as a result of the breach of any
representation or warranty contained in this assignment, Seller agrees to pay
reasonable attorneys fees and court costs incurred by Assignee in such
action. Seller consents to extensions of payment or alterations of the
Contract or impairment of remedies which may be granted by the Assignee, and
waives any and all notice of nonpayment, demand, presentment or protest,
which otherwise might be required under this assignment or in connection
therewith. Seller hereby waives all statutes of limitations and the defense
thereof and all other rights that can be waived in an assignment such as
this. In the event that suit is instituted to enforce any of the terms of
this Assignment Without Recourse, Seller waives the right to change the place
of trial from the court originally acquiring jurisdiction. Seller warrants
that application has been made for vehicle registration showing Assignee as
first lienholder on the title to the Property.

Any of the following that are checked also apply:

/ / Full Guaranty. Seller unconditionally guarantees the full and punctual
payment of the full amount remaining unpaid under the Contract and agrees to
repurchase the Contract from the Assignee or other holder, upon demand, for
the full amount then unpaid, whether the Contract shall then be in default or
not.

/ / Full Repurchase. Seller guarantees payment of the full amount remaining
unpaid under the Contract and covenants that if default be made in the
payment of any installment due under the Contract, to pay the full amount
then unpaid to the Assignee or holder, upon redelivery of the vehicle to
Seller

/ / Limited Guarantee. Seller guarantees, in the event of a default under the
Contract, the payment of the last $_________ of the total amount due under
the Contract, and should the net proceeds of the sale of the vehicle be
insufficient to pay in full the amount remaining unpaid under the Contract,
Seller will, upon demand, pay to the Assignee or other holder the amount of
its loss under the Contract.

/ / Partial Recourse. Seller guarantees the due and punctual payment of the
first ______ installments due under the Contract ("the Guaranteed
Installments") and agrees to repurchase the Contract from the Assignee or
other holder upon demand if default be made in the payment of any of the
Guaranteed Installments for the full amount then unpaid, but should the
Guaranteed Installments be paid punctually and in accordance with the terms
of the Contract, the Seller's guaranty shall thereupon cease and as to any
installments due thereafter the assignment shall have the same effect as if
made without recourse.

Dated _______________________ at ______________________________________________
                                          (Dealer's City and State)

Signed ___________________________(Seal)   By _________________________________
           (Name of Dealer)                    (Officer, Firm Member or Owner)

FORM NO 553-NC (REV. 6/96)

<Page>

                               DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         500 N. STATE COLLEGE BOULEVARD
         ORANGE, CA 92868

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose comply in
every particular with all laws, rules and regulations, federal and state,
pertaining to the transaction evidenced by the Agreement including, but not
limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the applicable motor vehicle sales finance act
or similar act, and all regulations under all of the above; (4) the amount of
any down payment was actually paid from the Obligor's own funds and was not
borrowed or paid by a third party and such amount, the value of any trade-in
and the amount remaining unpaid on the Agreement are as stated therein or as
otherwise represented at the time of the assignment to you; and (5) no
defense to the enforcement of the Agreement existed at the time of its
assignment to you. Furthermore, we guarantee performance of each Agreement
covering a Vehicle loaned or rented by us or one sold to an employee or
relative of a principal of the undersigned. Upon a breach of any of the above
warranties, representations or guaranties, we shall, upon demand, repurchase
the subject Agreement from you for an amount equal to the then unpaid balance
owing plus any reasonable costs incurred by you including, but not limited
to, reasonable attorney's fees. Such payment shall be made upon reassignment
of the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer a
usable, standard title, as opposed to a repossessed, rebuilt, salvage, lemon,
taxi, junking or other title, or a title which indicates that an inaccurate
odometer reading had been made (a "Standard title"), to you of each Vehicle
to be titled in California and securing an Agreement, we, with respect to
each Agreement secured by an interest in a Vehicle to be titled in California
and purchased from us by you: (i) certify to you that at the time of the
transfer of ownership of the related Vehicle to the Agreement buyer(s) we
hold as owner a valid Standard title to the related Vehicle; (ii) guarantee
to you proper delivery of a true and correct Standard title to the related
Vehicle; (iii) to ensure there are no outstanding liens or encumbrances and to
transfer title of ownership to you, guarantee and warrant to you (x) that we
will take all steps necessary to report properly the sale of the related
Vehicle to the California Motor Vehicles Division, (y) that you will receive
a lienholder record from the California Motor Vehicles Division showing you
as first priority lienholder of the related Vehicle as of the time of the
transfer of ownership of the related Vehicle to the Agreement buyer(s), and
(z) that title and registration certificates will be issued by the California
Motor Vehicles Division reflecting a Standard title and showing you to have a
first priority security interest in the related Vehicle (i.e. showing you as
first priority lienholder) as of the time of said transfer of ownership; and
(iv) guarantee receipt of such lienholder record by you at the above address
within 120 days from the date of such Agreement. If such evidence of transfer
is not so received within such 120 day period, then, in addition to our
obligation to indemnify you and hold you harmless as set forth above, we
shall, at your sole discretion and upon your demand, repurchase the affected
Agreement and return all payments theretofore made by you to us in connection
with such Agreement.

         To further induce you to purchase Agreements from us, to transfer a
Standard title to you of each Vehicle to be titled outside of California and
securing an Agreement, and to ensure that there are no outstanding liens,
encumbrances or security interests on any such Vehicle, (1) we warrant and
represent to you that we hold as owner a valid Standard title to each Vehicle
securing an Agreement, (2), we shall submit all required title transfer
documentation relating to each such Vehicle to the appropriate governmental
agency, which documentation shall reflect a Standard title and a first
priority security interest in such Vehicle in your name at the above address,
and (3) we guarantee receipt by you, at the above address within 120 days
following the date of the Agreement secured by a Vehicle, of a true and
correct title to such Vehicle which (1) reflects a Standard title and (2)
reflects a first priority security interest in such Vehicle in your name at
the above address. If such title is not so received within such 120 day
period, then, in addition to our obligation to indemnify you and hold you
harmless as set forth above, we shall, at your sole discretion and upon your
demand, repurchase the affected Agreement and return all payments theretofore
made by you to us in connection with such Agreement.

         To further induce you to purchase Agreements from us, (1) we warrant
and represent to you that with respect to each Agreement which provides for
any portion of the Obligor's downpayment to be made at any time subsequent to
the execution of the Agreement (such portion is hereinafter referred to as
the "Deferred Downpayment"), the Obligor shall pay the Deferred Downpayment
in full to us prior to the due date of the first regularly scheduled
installment, and (2) we covenant and agree that if the Deferred

<Page>

                               DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         ONE MACK CENTRE DRIVE
         PARAMUS, NJ 07652

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement. (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose comply in
every particular with all laws, rules and regulations, federal and state,
pertaining to the transaction evidenced by the Agreement including, but not
limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the applicable motor vehicle sales finance act
or similar act, and all regulations under all of the above; (4) the amount of
any down payment was actually paid from the Obligor's own funds and was not
borrowed or paid by a third party and such amount, the value of any trade-in
and the amount remaining unpaid on the Agreement are as stated therein or as
otherwise represented at the time of the assignment to you; and (5) no
defense to the enforcement of the Agreement existed at the time of its
assignment to you. Furthermore, we guarantee performance of each Agreement
covering a Vehicle loaned or rented by us or one sold to an employee or
relative of a principal of the undersigned. Upon a breach of any of the above
warranties, representations or guaranties, we shall, upon demand, repurchase
the subject Agreement from you for an amount equal to the then unpaid balance
owing plus any reasonable costs incurred by you including, but not limited
to, reasonable attorney's fees. Such payment shall be made upon reassignment
of the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer a
usable, standard title, as opposed to a repossessed, rebuilt, salvage, lemon,
taxi, junking or other title, or a title which indicates that an inaccurate
odometer reading had been made (a "Standard title"), to you of each Vehicle
securing an Agreement, and to ensure that there are no outstanding liens,
encumbrances or security interests on any such Vehicle, (1) we warrant and
represent to you that we hold as owner a valid Standard title to each Vehicle
securing an Agreement, (2), we shall submit all required title transfer
documentation relating to each such Vehicle to the appropriate governmental
agency, which documentation shall reflect a Standard title and a first
priority security interest in such Vehicle in your name at the above address,
and (3) we guarantee receipt by you, at the above address within 60 days
following the date of the Agreement secured by a Vehicle, of a true and
correct title to such Vehicle which (1) reflects a Standard title and (2)
reflects a first priority security interest in such Vehicle in your name at
the above address. If such title is not so received within such 60 day
period, then, in addition to our obligation to indemnify you and hold you
harmless as set forth above, we shall, at your sole discretion and upon your
demand, repurchase the affected Agreement and return all payments theretofore
made by you to us in connection with such Agreement.

          You shall retain from the proceeds due us on each Agreement an
amount (Reserve Credit) to be agreed upon for each transaction in a Reserve
Account in accordance with the Dealer Reserve Addendum to Dealer Agreement
then in effect in connection with this agreement (the "Dealer Reserve
Addendum"). Notification of the amount of such Reserve Credit by way of
statement or payment to us shall be deemed approved by us, unless we advise
you to the contrary within ten days after our receipt thereof. Except to the
extent otherwise provided in the Dealer Reserve Addendum, so long as we are
continuing to do business with you and are not in default hereunder or under
any other obligation to you and provided that we maintain a minimum reserve
balance of                 dollars, you will pay us on request monthly from
the Reserve Account all monies therein in excess of     % of the then
aggregate unpaid balances of Agreements held by you.

         In the event that a Vehicle which is the subject of an Agreement is
repossessed, we shall immediately, upon your demand, pay to you: (1) the
amount of any unearned life or accident and health insurance premiums, (2)
the amount of any unearned automobile physical damage insurance premiums, and
(3) the amount  of any unearned extended warranty fee or

<Page>

                                 DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         ONE MACK CENTRE DRIVE
         PARAMUS, NJ 07652

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose comply in
every particular with all laws, rules and regulations, federal and state,
pertaining to the transaction evidenced by the Agreement including, but not
limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the applicable motor vehicle sales finance act
or similar act, and all regulations under all of the above; (4) the amount of
any down payment was actually paid from the Obligor's own funds and was not
borrowed or paid by a third party and such amount, the value of any trade-in
and the amount remaining unpaid on the Agreement are as stated therein or as
otherwise represented at the time of the assignment to you; and (5) no
defense to the enforcement of the Agreement existed at the time of its
assignment to you. Furthermore, we guarantee performance of each Agreement
covering a Vehicle loaned or rented by us or one sold to an employee or
relative of a principal of the undersigned. Upon a breach of any of the above
warranties, representations or guaranties, we shall, upon demand, repurchase
the subject Agreement from you for an amount equal to the then unpaid balance
owing plus any reasonable costs incurred by you including, but not limited
to, reasonable attorney's fees. Such payment shall be made upon reassignment
of the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer a
usable, standard title, as opposed to a repossessed, rebuilt, salvage, lemon,
taxi, junking or other title, or a title which indicates that an inaccurate
odometer reading had been made (a "Standard title"), to you of each Vehicle
securing an Agreement, and to ensure that there are no outstanding liens,
encumbrances or security interests on any such Vehicle, (1) we warrant and
represent to you that we hold as owner a valid Standard title to each Vehicle
securing an Agreement, (2), we shall submit all required title transfer
documentation relating to each such Vehicle to the appropriate governmental
agency, which documentation shall reflect a Standard title and a first
priority security interest in such Vehicle in your name at the above address,
and (3) we guarantee receipt by you, at the above address within 120 days
following the date of the Agreement secured by a Vehicle, of a true and
correct title to such Vehicle which (1) reflects a Standard title and (2)
reflects a first priority security interest in such Vehicle in your name at
the above address. If such title is not so received within such 120 day
period, then, in addition to our obligation to indemnify you and hold you
harmless as set forth above, we shall, at your sole discretion and upon your
demand, repurchase the affected Agreement and return all payments theretofore
made by you to us in connection with such Agreement.

          You shall retain from the proceeds due us on each Agreement an
amount (Reserve Credit) to be agreed upon for each transaction in a Reserve
Account in accordance with the Dealer Reserve Addendum to Dealer Agreement
then in effect in connection with this agreement (the "Dealer Reserve
Addendum"). Notification of the amount of such Reserve Credit by way of
statement or payment to us shall be deemed approved by us, unless we advise
you to the contrary within ten days after our receipt thereof. Except to the
extent otherwise provided in the Dealer Reserve Addendum, so long as we are
continuing to do business with you and are not in default hereunder or under
any other obligation to you and provided that we maintain a minimum reserve
balance of               dollars, you will pay us on request monthly from the
Reserve Account all monies therein in excess of     % of the then aggregate
unpaid balances of Agreements held by you.

         In the event that a Vehicle which is the subject of an Agreement is
repossessed, we shall immediately, upon your demand, pay to you: (1) the
amount of any unearned life or accident and health insurance premiums, (2)
the amount of any unearned automobile physical damage insurance premiums, and
(3) the amount of any unearned extended warranty fee or

<Page>

                               DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         1501 WOODFIELD ROAD
         SUITE 220-EAST
         SCHAUMBURG, IL 60173

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide, and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose comply in
every particular with all laws, rules and regulations, federal and state,
pertaining to the transaction evidenced by the Agreement including, but not
limited to, the Ohio Retail Installment Sales Act, the Ohio Consumer Sales
Practices Act, the Ohio motor vehicle certificate of title law, the Ohio
statutory provisions regarding motor vehicle dealers, auction owners, and
salespersons, the Truth-in-Lending Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, and all regulations under all of the above; (4)
the amount of any down payment was actually paid from the Obligor's own funds
and was not borrowed or paid by a third party and such amount, the value of
any trade-in and the amount remaining unpaid on the Agreement are as stated
therein or as otherwise represented at the time of the assignment to you; and
(5) no defense to the enforcement of or right to rescind the Agreement
existed at the time of its assignment to you and no right to rescind the
Agreement will exist in the future. Furthermore, we guarantee performance of
each Agreement covering a Vehicle loaned or rented by us or one sold to an
employee or relative of a principal of the undersigned. Upon a breach of any
of the above warranties, representations or guaranties, we shall, upon
demand, repurchase the subject Agreement from you for an amount equal to the
then unpaid balance owing plus any reasonable costs incurred by you
including, but not limited to, reasonable attorney's fees. Such payment shall
be made upon reassignment of the Agreement to us, without warranty by, or
recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer a
usable, standard title, as opposed to a repossessed, rebuilt, salvage, junking
or other title, or a title which indicates that an inaccurate odometer reading
had been made (a "Standard title"), to you of each Vehicle securing an
Agreement, and to ensure that there are no outstanding liens, encumbrances or
security interests on any such Vehicle, (1) we warrant and represent to you
that we hold as owner a valid Standard title to each Vehicle securing an
Agreement, (2), we shall submit all required title transfer documentation
relating to each such Vehicle to the appropriate governmental agency, which
documentation shall reflect a Standard title and a first priority security
interest in such Vehicle in your name at the above address, and (3) we
guarantee receipt by you, at the above address within 40 days following the
date of the Agreement secured by a Vehicle, of a true and correct title to
such Vehicle which (1) reflects a Standard title and (2) reflects a first
priority security interest in such Vehicle in your name at the above address.
If such title is not so received within such 40 day period, then, in addition
to our obligation to indemnify you and hold you harmless as set forth above,
we shall, at your sole discretion and upon your demand, repurchase the
affected Agreement and return all payments theretofore made by you to us in
connection with such Agreement.

         You shall retain from the proceeds due us on each Agreement an
amount (Reserve Credit) to be agreed upon for each transaction in a Reserve
Account in accordance with the Dealer Reserve Addendum to Dealer Agreement
then in effect in connection with this agreement (the "Dealer Reserve
Addendum"). Notification of the amount of such Reserve Credit by way of
statement or payment to us shall be deemed approved by us, unless we advise
you to the contrary within ten days after our receipt thereof. Except to the
extent otherwise provided in the Dealer Reserve Addendum, so long as we are
continuing to do business with you and are not in default hereunder or under
any other obligation to you and provided that we maintain a minimum reserve
balance of           dollars, you will pay us on request monthly from the
Reserve Account all monies therein in excess of      % of the then aggregate
unpaid balances of Agreements held by you.

<Page>

                               DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         GREENBRIER TOWER 1
         860 GREENBRIER CIRCLE
         SUITE 410
         CHESAPEAKE, VA 23320

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose, including,
but not limited to, the rate of finance charge to be paid by the Obligor,
comply in every particular with all laws, rules and regulations, federal and
state, pertaining to the transaction evidenced by the Agreement including,
but not limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act,
the Equal Credit Opportunity Act, the applicable motor vehicle sales finance
act or similar act, and all regulations under all of the above, and all
filings and postings of rates necessary to charge the rate of finance charge
to be paid by the Obligor have been made in accordance with, and within the
time period required by, applicable law; (4) the amount of any down payment
was actually paid from the Obligor's own funds and was not borrowed or paid by
a third party and such amount, the value of any trade-in and the amount
remaining unpaid on the Agreement are as stated therein or as otherwise
represented at the time of the assignment to you; and (5) no defense to the
enforcement of the Agreement existed at the time of its assignment to you.
Furthermore, we guarantee performance of each Agreement covering a Vehicle
loaned or rented by us or one sold to an employee or relative of a principal
of the undersigned. Upon a breach of any of the above warranties,
representations or guaranties, we shall, upon demand, repurchase the subject
Agreement from you for an amount equal to the then unpaid balance owing plus
any reasonable costs incurred by you including, but not limited to,
reasonable attorney's fees. Such payment shall be made upon reassignment of
the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer a
usable, standard title, as opposed to a repossessed, rebuilt, salvage, lemon,
taxi, junking or other title, or a title which indicates that an inaccurate
odometer reading had been made (a "Standard title"), to you of each Vehicle
securing an Agreement, and to ensure that there are no outstanding liens,
encumbrances or security interests on any such Vehicle, (1) we warrant and
represent to you that we hold as owner a valid Standard title to each Vehicle
securing an Agreement, (2), we shall submit all required title transfer
documentation relating to each such Vehicle to the appropriate governmental
agency, which documentation shall reflect a Standard title and a first
priority security interest in such Vehicle in your name at the above address,
and (3) we guarantee receipt by you, at the above address within 90 days
following the date of the Agreement secured by a Vehicle, of a true and
correct title to such Vehicle which (1) reflects a Standard title and (2)
reflects a first priority security interest in such Vehicle in your name at
the above address. If such title is not so received within such 90 day
period, then, in addition to our obligation to indemnify you and hold you
harmless as set forth above, we shall, at your sole discretion and upon your
demand, repurchase the affected Agreement and return all payments theretofore
made by you to us in connection with such Agreement.

         You shall retain from the proceeds due us on each Agreement an
amount (Reserve Credit) to be agreed upon for each transaction in a Reserve
Account in accordance with the Dealer Reserve Addendum to Dealer Agreement
then in effect in connection with this agreement (the "Dealer Reserve
Addendum"). Notification of the amount of such Reserve Credit by way of
statement or payment to us shall be deemed approved by us, unless we advise
you to the contrary within ten days after our receipt thereof. Except to the
extent otherwise provided in the Dealer Reserve Addendum, so long as we are
continuing to do business with you and are not in default hereunder or under
any other obligation to you and provided that we maintain a minimum reserve
balance of              dollars, you will pay us on request monthly from the
Reserve Account all monies therein in excess of     % of the then aggregate
unpaid balances of Agreements held by you.






                                      1
<Page>

                               DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         500 N. STATE COLLEGE BOULEVARD
         ORANGE, CA 92868

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose comply in
every particular with all laws, rules and regulations, federal and state,
pertaining to the transaction evidenced by the Agreement including, but not
limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the applicable motor vehicle sales finance act
or similar act, and all regulations under all of the above; (4) the amount of
any down payment was actually paid from the Obligor's own funds and was not
borrowed or paid by a third party and such amount, the value of any trade-in
and the amount remaining unpaid on the Agreement are as stated therein or as
otherwise represented at the time of the assignment to you; and (5) no
defense to the enforcement of the Agreement existed at the time of its
assignment to you. Furthermore, we guarantee performance of each Agreement
covering a Vehicle loaned or rented to us or one sold to an employee or
relative of a principal of the undersigned. Upon a breach of any of the above
warranties, representations or guaranties, we shall, upon demand, repurchase
the subject Agreement from you for an amount equal to the then unpaid balance
owing plus any reasonable costs incurred by you including, but not limited
to, reasonable attorney's fees. Such payment shall be made upon reassignment
of the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase contracts from us, we, with
respect to each contract secured by an interest in a vehicle to be titled in
California and purchased from us by you: (i) certify to you that at the time
of the transfer of ownership of the related motor vehicle to the contract
buyer(s) we hold as owner valid title to the related motor vehicle; (ii)
guarantee to you proper delivery of a true and correct title to the related
motor vehicle; (iii) to ensure there are no outstanding liens or encumbrances
and to transfer title of ownership to you, guaranty and warrant to you (x)
that we will take all steps necessary to report properly the sale of the
related motor vehicle to the California Motor Vehicles Division, (y) that you
will receive a lienholder record from the California Motor Vehicles Division
showing you as lienholder of the related motor vehicle as of the time of the
transfer of ownership of the related motor vehicle to the contract buyer(s),
and (z) that title and registration certificates will be issued by the
California Motor Vehicles Division showing you to have a security interest in
the related motor vehicle (i.e. showing-you as lienholder) as of the time of
said transfer of ownership; and (iv) guaranty receipt of such lienholder
record by you at the above address within 120 days from the date of such
contract. If such evidence of transfer is not so received within such 120 day
period, then, in addition to our obligation to indemnify you and hold you
harmless as set forth above, we shall, at your sole discretion and upon your
demand, repurchase the affected Agreement and return all payments theretofore
made by you to us in connection with such Agreement.

         To further induce you to purchase Agreements from us, to transfer
title to you of each Vehicle to be titled outside of California and securing
an Agreement, and to ensure that there are no outstanding liens, encumbrances
or security interests on any such Vehicle, (1) we warrant and represent to
you that we hold as owner valid title to each Vehicle securing an Agreement,
(2), we shall submit all required title transfer documentation relating to
each such Vehicle to the appropriate governmental agency, which documentation
shall reflect a security interest in such Vehicle in your name at the above
address, and (3) we guarantee receipt by you, at the above address within 120
days following the date of the Agreement secured by a Vehicle, of a true and
correct title to such Vehicle reflecting a security interest in such Vehicle
in your name at the above address. If such title is not so received within
such 120 day period, then, in addition to our obligation to indemnify you and
hold you harmless as set forth above, we shall, at your sole discretion and
upon your demand, repurchase the affected Agreement and return all payments
theretofore made by you to us in connection with such Agreement.

         To further induce you to purchase Agreements from us, (1) we warrant
and represent to you that with respect to each Agreement which provides for
any portion of the Obligor's downpayment to be made at any time subsequent to
the execution of the Agreement (such portion is hereinafter referred to as
the "Deferred Downpayment"), the Obligor shall pay the Deferred Downpayment
in full to us prior to the due date of the first regularly scheduled
installment, and (2) we covenant and agree that if the Deferred Downpayment
is not paid in full by the Obligor prior to such date, we shall, at your sole
discretion and upon your demand, repurchase the affected Agreement and return
all payments theretofore made by you to us in connection with such Agreement.

<Page>

                               DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         GREENBRIER TOWER 1
         860 GREENBRIER CIRCLE
         SUITE 410
         CHESAPEAKE, VA 23320

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose, including,
but not limited to, the rate of finance charge to be paid by the Obligor,
comply in every particular with all laws, rules and regulations, federal and
state, pertaining to the transaction evidenced by the Agreement including,
but not limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act,
the Equal Credit Opportunity Act, the applicable motor vehicle sales finance
act or similar act, and all regulations under all of the above, and all
filings and postings of rates necessary to charge the rate of finance charge
to be paid by the Obligor have been made in accordance with, and within the
time period required by, applicable law; (4) the amount of any down payment
was actually paid from the Obligor's own funds and was not borrowed or paid
by a third party and such amount, the value of any trade-in and the amount
remaining unpaid on the Agreement are as stated therein or as otherwise
represented at the time of the assignment to you; and (5) no defense to the
enforcement of the Agreement existed at the time of its assignment to you.
Furthermore, we guarantee performance of each Agreement covering a Vehicle
loaned or rented to us or one sold to an employee or relative of a principal
of the undersigned. Upon a breach of any of the above warranties,
representations or guaranties, we shall, upon demand, repurchase the subject
Agreement from you for an amount equal to the then unpaid balance owing plus
any reasonable costs incurred by you including, but not limited to,
reasonable attorney's fees. Such payment shall be made upon reassignment of
the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer
title to you of each Vehicle securing an Agreement, and to ensure that there
are no outstanding liens, encumbrances or security interests on any such
Vehicle, (1) we warrant and represent to you that we hold as owner valid
title to each Vehicle securing an Agreement, (2), we shall submit all
required title transfer documentation relating to each such Vehicle to the
appropriate governmental agency, which documentation shall reflect a security
interest in such Vehicle in your name at the above address, and (3) we
guarantee receipt by you, at the above address within 120 days following the
date of the Agreement secured by a Vehicle, of a true and correct title to
such Vehicle reflecting a security interest in such Vehicle in your name at
the above address. If such title is not so received within such 120 day
period, we shall, at your sole discretion and upon your demand, repurchase
the affected Agreement and return all payments theretofore made by you to us
in connection with such Agreement.

         You shall retain from the proceeds due us on each Agreement an
amount (Reserve Credit) to be agreed upon for each transaction in a Reserve
Account in accordance with the Dealer Reserve Addendum to Dealer Agreement
then in effect in connection with this agreement (the "Dealer Reserve
Addendum"). Notification of the amount of such Reserve Credit by way of
statement or payment to us shall be deemed approved by us, unless we advise
you to the contrary within ten days after our receipt thereof. Except to the
extent otherwise provided in the Dealer Reserve Addendum, so long as we are
continuing to do business with you and are not in default hereunder or under
any other obligation to you and provided that we maintain a minimum reserve
balance of         dollars, you will pay us on request monthly from the
Reserve Account all monies therein in excess of     % of the then aggregate
unpaid balances of Agreements held by you.



                                       1
<Page>

         In the event that a Vehicle which is the subject of an Agreement is
repossessed, we shall immediately, upon your demand, pay to you: (1) the
amount of any unearned life or accident and health insurance premiums, (2)
the amount of any unearned automobile physical damage insurance premiums, and
(3) the amount of any unearned extended warranty fee or premium, all as
advanced by you under such Agreement. In the event that a Vehicle which is
the subject of an Agreement is repossessed, we shall safely store it under
cover without expense to you at our risk.

         We hereby assign to you, and grant you a security interest in, all
of our right, title and interest in our Reserve Account as security for the
payment and performance of all of our obligations and liabilities to you
arising in connection with the subject matter of this agreement or any other
obligation or liability to you. Should a refund or credit be allowed the
Obligor because of prepayment of an Agreement, you may apply the amount in
the Reserve Account towards our share of any such refund or credit. To the
extent that the Reserve Account is insufficient for such purpose, we shall
pay to you, promptly upon your demand, our share of any refund which you are
required to credit to any Obligor.

         You have the right, at your sole discretion, to withhold payment of
the Reserve Account in the event, for any reason, at any time, you feel that
the balance in the Reserve Account will not be sufficient to cover refunds or
repossessions on existing Agreements.

         We understand that nothing contained in this agreement shall require
you to purchase any specified number or minimum number of Agreements from us.
It is expressly understood that you have the right, in your sole discretion,
for any reason, to reject any Agreement offered by us.

         We hereby waive any notices of default by purchasers or other
Obligors on any Agreement and also waive demand, presentment, protest, notice
of protest and non-payment, and all other notices to which we might otherwise
be entitled by law. We hereby consent in advance to whatever extensions and
revisions of Agreements you may agree to in good faith with the Obligors
involved.

         This agreement shall be effective as of the date of acceptance
hereby by you and shall apply to all Agreements hereafter sold and assigned
to you hereunder, unless otherwise specifically agreed in writing with
respect to any particular Agreement, irrespective of transfers between
original purchasers and subsequent transferees, until all such Agreements are
liquidated.

         This agreement shall continue in force until terminated by either
you or us upon written notice to the other. No such termination, however,
shall affect your or our respective rights and obligations hereunder with
respect to any unliquidated Agreement previously purchased by you or with
respect to the Reserve Credit established in respect to any such Agreement.

         We shall send all notices and other communications concerning this
agreement to your home office at 690 Kinderkamack Road, Oradell, NJ 07649.

         This agreement shall be binding upon the representatives, successors
and assigns of the parties and shall be construed in accordance with the laws
of the State of New Jersey.

                                                 ______________________________
                                                            (Dealer)

WITNESS or ATTEST:_______________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)
ACCEPTED:  LONG BEACH ACCEPTANCE CORP.
         -------------------------------

BY:_____________________________________

TITLE:__________________________________

DATE:___________________________________


                                       2
<Page>

                                DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         690 KINDERKAMACK ROAD
         ORADELL, NJ 07649

Gentlemen:

         We desire you to purchase from time to time hereafter Retail
Installment Security Agreements (hereinafter called "Agreements") conforming
to your requirements evidencing our sale of motor vehicles (hereinafter
called "Vehicles"). Each such Agreement shall ordinarily be assigned to you
without recourse to us except for the warranties, representations and
obligations set forth in the written assignment accompanying the specific
Agreement, and except as set forth herein. We warrant and represent that,
with respect to each such Agreement, (1) the sale, assignment and delivery of
the Agreement are fully and legally authorized on our part and the signatures
to the Agreement are true, valid and genuine signatures of the parties
thereto; (2) the Agreement is bona fide and was executed and delivered to us
by the retail purchaser or purchasers named therein solely to evidence the
sale of, and the obligation to pay the unpaid purchase price of, the Vehicle
described therein, and for no other purpose, and the Agreement has been fully
performed by us in accordance with its terms and conditions; (3) the form and
content of the Agreement and the transaction from which it arose comply in
every particular with all laws, rules and regulations, federal and state,
pertaining to the transaction evidenced by the Agreement including, but not
limited to, the Truth-in-Lending Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the applicable motor vehicle sales finance act
or similar act, and all regulations under all of the above; (4) the amount of
any down payment was actually paid from the Obligor's own funds and was not
borrowed or paid by a third party and such amount, the value of any trade-in
and the amount remaining unpaid on the Agreement are as stated therein or as
otherwise represented at the time of the assignment to you; and (5) no
defense to the enforcement of the Agreement existed at the time of its
assignment to you. Furthermore, we guarantee performance of each Agreement
covering a Vehicle loaned or rented to us or one sold to an employee or
relative of a principal of the undersigned. Upon a breach of any of the above
warranties, representations or guaranties, we shall, upon demand, repurchase
the subject Agreement from you for an amount equal to the then unpaid balance
owing plus any reasonable costs incurred by you including, but not limited
to, reasonable attorney's fees. Such payment shall be made upon reassignment
of the Agreement to us, without warranty by, or recourse to, you.

         In the event that an Obligor shall assert against you any claim or
defense which could have been asserted against us, whether meritorious or
not, we shall immediately, upon your demand, repurchase the Agreement from
you, as set forth above. We shall additionally, at our sole cost and expense,
contest and defend such claim or settle and satisfy the same, and reimburse
you for all losses, including reasonable attorney's fees and court costs,
which you incur by reason thereof. We shall also indemnify and save you
harmless from and against all claims, liabilities and losses resulting from
any actual or claimed failure on our part to fulfill our obligations to you
or the Obligor, including any breach of warranty claims.

         To further induce you to purchase Agreements from us, to transfer
title to you of each Vehicle securing an Agreement, and to ensure that there
are no outstanding liens, encumbrances or security interests on any such
Vehicle, (1) we warrant and represent to you that we hold as owner valid
title to each Vehicle securing an Agreement, (2), we shall submit all
required title transfer documentation relating to each such Vehicle to the
appropriate governmental agency, which documentation shall reflect a security
interest in such Vehicle in your name at the above address, and (3) we
guarantee receipt by you, at the above address within 120 days following the
date of the Agreement secured by a Vehicle, of a true and correct title to
such Vehicle reflecting a security interest in such Vehicle in your name at
the above address. If such title is not so received within such 120 day
period, we shall, at your sole discretion and upon your demand, repurchase
the affected Agreement and return all payments theretofore made by you to us
in connection with such Agreement.

         You shall retain from the proceeds due us on each Agreement an
amount (Reserve Credit) to be agreed upon for each transaction in a Reserve
Account in accordance with the Dealer Reserve Addendum to Dealer Agreement
then in effect in connection with this agreement (the "Dealer Reserve
Addendum"). Notification of the amount of such Reserve Credit by way of
statement or payment to us shall be deemed approved by us, unless we advise
you to the contrary within ten days after our receipt thereof. Except to the
extent otherwise provided in the Dealer Reserve Addendum, so long as we are
continuing to do business with you and are not in default hereunder or under
any other obligation to you and provided that we maintain a minimum reserve
balance of             dollars, you will pay us on request monthly from the
Reserve Account all monies therein in excess of     % of the then aggregate
unpaid balances of Agreements held by you.

         In the event that a Vehicle which is the subject of an Agreement is
repossessed, we shall immediately, upon your demand, pay to you: (1) the
amount of any unearned life or accident and health insurance premiums, (2)
the amount of any unearned automobile physical damage insurance premiums, and
(3) the amount of any unearned extended warranty fee or

<Page>

premium, all as advanced by you under such Agreement. In the event that a
Vehicle which is the subject of an Agreement is repossessed, we shall safely
store it under cover without expense to you at our risk.

         We hereby assign to you, and grant you a security interest in, all
of our right, title and interest in our Reserve Account as security for the
payment and performance of all of our obligations and liabilities to you
arising in connection with the subject matter of this agreement or any other
obligation or liability to you. Should a refund or credit be allowed the
Obligor because of prepayment of an Agreement, you may apply the amount in
the Reserve Account towards our share of any such refund or credit. To the
extent that the Reserve Account is insufficient for such purpose, we shall
pay to you, promptly upon your demand, our share of any refund which you are
required to credit to any Obligor.

         You have the right, at your sole discretion, to withhold payment of
the Reserve Account in the event, for any reason, at any time, you feel that
the balance in the Reserve Account will not be sufficient to cover refunds or
repossessions on existing Agreements.

         We understand that nothing contained in this agreement shall require
you to purchase any specified number or minimum number of Agreements from us.
It is expressly understood that you have the right, in your sole discretion,
for any reason, to reject any Agreement offered by us.

         We hereby waive any notices of default by purchasers or other
Obligors on any Agreement and also waive demand, presentment, protest, notice
of protest and non-payment, and all other notices to which we might otherwise
be entitled by law. We hereby consent in advance to whatever extensions and
revisions of Agreements you may agree to in good faith with the Obligors
involved.

         This agreement shall be effective as of the date of acceptance
hereby by you and shall apply to all Agreements hereafter sold and assigned
to you hereunder, unless otherwise specifically agreed in writing with
respect to any particular Agreement, irrespective of transfers between
original purchasers and subsequent transferees, until all such Agreements are
liquidated.

         This agreement shall continue in force until terminated by either
you or us upon written notice to the other. No such termination, however,
shall affect your or our respective rights and obligations hereunder with
respect to any unliquidated Agreement previously purchased by you or with
respect to the Reserve Credit established in respect to any such Agreement.

         This agreement shall be binding upon the representatives, successors
and assigns of the parties and shall be construed in accordance with the laws
of the State of New Jersey.

                                                 ______________________________
                                                            (Dealer)

WITNESS or ATTEST:_______________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:  LONG BEACH ACCEPTANCE CORP.
         -------------------------------

BY:_____________________________________

TITLE:__________________________________

DATE:___________________________________

<Page>

                  DEALER RESERVE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         500 N. STATE COLLEGE BOULEVARD
         SUITE 200
         ORANGE, CA 92868

Gentlemen:

         The Dealer Agreement dated ________________________ between you and
us (the "Dealer Agreement") provides that from the proceeds due us on each
Agreement you shall retain in a Reserve Account an amount (Reserve Credit) to
be agreed upon for each transaction. This Dealer Reserve Addendum sets forth
the percentage and frequency of payments of, and chargebacks against, the
Reserve Credit

         For all Agreements purchased from us by you on and after
______________, the Reserve Credit will be paid in accordance with the
following program(s) as checked

         / /      Standard Program -AVAILABLE ON CLASSES I AND II ONLY (applies
                  to class                     )
                  We are credited with 100% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (subject to the minimum reserve
         balance and the minimum percentage of aggregate unpaid balances set
         forth in the Dealer Agreement) will be paid to us within 15 business
         days following the end of such month. In the event an Agreement is
         prepaid in full at any time during its term, whether voluntarily or
         involuntarily after acceleration following a default, the unearned
         portion of the applicable Reserve Credit previously credited or paid
         to us will be charged against our Reserve Account. The Reserve Credit
         is also subject to chargeback in the event of a breach by us of any of
         our obligations to you under the Dealer Agreement or of any other
         obligation we may have to you.

         / /      70/30 Program - AVAILABLE ON CLASSES I AND 11 ONLY (applies
                  to class                     )
                  We are credited with 70% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account. The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Dealer Reserve Addendum, the terms of this Dealer
Reserve Addendum shall prevail. Otherwise, the Dealer Agreement remains in
full force and effect as written.

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.
         --------------------------------

BY:______________________________________

<Page>

                    DEFERRED DOWNPAYMENT ADDENDUM TO DEALER
                                   AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         500 N. STATE COLLEGE BOULEVARD
         SUITE 200
         ORANGE, CA 92868

Gentlemen:

         This document is an addendum (this "Addendum") to the Dealer
Agreement dated ___________________ between you and us (the "Dealer
Agreement") and is effective with respect to all Agreements purchased by you
from us under the Dealer Agreement from and after the date appearing below.
Capitalized terms used in this Addendum and not otherwise defined have the
same meanings given to them in the Dealer Agreement.

         The Dealer Agreement is amended by adding the following provisions
thereto.

                  To further induce you to purchase Agreements from us, (1)
         we warrant and represent to you that with respect to each Agreement
         which provides for any portion of the Obligor's downpayment to be made
         at any time subsequent to the execution of the Agreement (such portion
         is hereinafter referred to as the "Deferred Downpayment"), the Obligor
         shall pay the Deferred Downpayment in full to us prior to the due date
         of the first regularly scheduled installment, and (2) we covenant and
         agree that if the Deferred Downpayment is not paid in full by the
         Obligor prior to such date, we shall, at your sole discretion and upon
         your demand, repurchase the affected Agreement and return all payments
         theretofore made by you to us in connection with such Agreement.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Addendum, the terms of this Addendum shall prevail.
Otherwise, the Dealer Agreement and all other addenda thereto remain in full
force and effect as written.

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.

BY:______________________________________

<Page>

                    DEALER RESERVE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         1501 WOODFIELD ROAD
         SUITE 220-EAST
         SCHAUMBURG, IL 60173

Gentlemen:

         The Dealer Agreement dated ______________ between you and us (the
"Dealer Agreement") provides that from the proceeds due us on each Agreement
you shall retain in a Reserve Account an amount (Reserve Credit) to be agreed
upon for each transaction This Dealer Reserve Addendum sets forth the
percentage and frequency of payments of, and chargebacks against, the Reserve
Credit.

         For all Agreements purchased from us by you on and after
________________, the Reserve Credit will be paid in accordance with the
following program(s) as checked

         / /      Standard Program - AVAILABLE ON CLASSES I AND II PREFERRED
                  ONLY (applies to class                     )
                  We are credited with 100% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you The credited amounts on all Agreements
         purchased during a calendar month (subject to the minimum reserve
         balance and the minimum percentage or aggregate unpaid balances set
         forth in the Dealer Agreement) will be paid to us within 15 business
         days following the end of such month. In the event an Agreement is
         prepaid in full at any time during its term, whether voluntarily or
         involuntarily after acceleration following a default, the unearned
         portion of the applicable Reserve Credit previously credited or paid
         to us will be charged against our Reserve Account. The Reserve Credit
         is also subject to chargeback in the event of a breach by us of any of
         our obligations to you under the Dealer Agreement or of any other
         obligation we may have to you.

         / /      70/30 Program - AVAILABLE ON CLASSES I AND II PREFERRED ONLY
                  (applies to class                           )
                  We are credited with 70% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account. The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         / /      50/50 Program (applies to class                             )
                  We are credited with 50% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account. The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Dealer Reserve Addendum, the terms of this Dealer
Reserve Addendum shall prevail. Otherwise, the Dealer Agreement remains in
full force and effect as written.

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.
         --------------------------------

BY:______________________________________

<Page>

                     DEALER RESERVE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         ONE MACK CENTRE DRIVE
         PARAMUS, NJ 07652

Gentlemen:

         The Dealer Agreement dated _________________ between you and us (the
"Dealer Agreement") provides that from the proceeds due us on each Agreement
you shall retain in a Reserve Account an amount (Reserve Credit) to be
agreed upon for each transaction. This Dealer Reserve Addendum sets forth the
percentage and frequency of payments of, and chargebacks against, the Reserve
Credit.

         For all Agreements purchased from us by you on and after
______________, the Reserve Credit will be paid in accordance with the
following program(s) as checked.

         / /      Standard Program - AVAILABLE ON CLASSES I AND II ONLY
                  (applies to class                         )
                  We are credited with 100% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (subject to the minimum reserve
         balance and the minimum percentage of aggregate unpaid balances set
         forth in the Dealer Agreement) will be paid to us within 15 business
         days following the end of such month. In the event an Agreement is
         prepaid in full at any time during its term, whether voluntarily or
         involuntarily after acceleration following a default, the unearned
         portion of the applicable Reserve Credit previously credited or paid
         to us will be charged against our Reserve Account. The Reserve Credit
         is also subject to chargeback in the event of a breach by us of any of
         our obligations to you under the Dealer Agreement or of any other
         obligation we may have to you.

         / /      70/30 Program - AVAILABLE ON CLASSES I AND II ONLY (applies
                  to class                                  )
                  We are credited with 70% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account. The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         / /      50/50 Program (applies to class                          )
                  We are credited with 50% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account. The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         / /      As-Earned Program (applies to class                      )
                  We earn one month's portion of the amount of the Reserve
         Credit for each month of the term of the related Agreement for which
         the buyer's full scheduled payment is actually collected. The earned
         amount (with no holdback) is paid within 15 business days following
         the end of the calendar quarter in which such amount was earned. The
         Reserve Account is not subject to chargeback except in the event of a
         breach by us of any of our obligations to you under the Dealer
         Agreement or of any other obligation we may have to you.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Dealer Reserve Addendum, the terms of this Dealer
Reserve Addendum shall prevail Otherwise, the Dealer Agreement remains in
full force and effect as written.

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.
         --------------------------------

BY:______________________________________

<Page>

                  DEALER RESERVE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         860 GREENBRIER CIRCLE
         GREENBRIER TOWER I - SUITE 410
         CHESAPEAKE, VA 23320

Gentlemen:

         The Dealer Agreement dated _________ between you and us (the "Dealer
Agreement") provides that from the proceeds due us on each Agreement you
shall retain in a Reserve Account an amount (Reserve Credit) to be agreed
upon for each transaction. This Dealer Reserve Addendum sets forth the
percentage and frequency of payments of, and chargebacks against, the Reserve
Credit.

         For all Agreements purchased from us by you on and after _________,
the Reserve Credit will be paid in accordance with the following program(s)
as checked.

         / /      70/30 Program - AVAILABLE ON CLASSES I AND II ONLY (applies
                  to class                            )
                  We are credited with 70% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 10 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account. The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         / /      $100 Program - AVAILABLE ON CLASS III AND LIMITED CREDIT ONLY
                  (applies to class                             )
                  We are credited with One Hundred Dollars ($100) Reserve
         Credit at the time the Agreement to which the Reserve Credit relates
         is purchased from us by you. The Reserve Credit is not subject to
         chargeback except in the event of a breach by us of any of our
         obligations to you under the Dealer Agreement or of any other
         obligation we may have to you.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Dealer Reserve Addendum, the terms of this Dealer
Reserve Addendum shall prevail. Otherwise, the Dealer Agreement remains in
full force and effect as written.

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.
         --------------------------------

BY:______________________________________

<Page>

                   DEALER RESERVE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         90 NEW STATE HIGHWAY
         RAYNHAM, MA 02767

Gentlemen:

         The Dealer Agreement dated ___________________ between you and us
(the "Dealer Agreement") provides that from the proceeds due us on each
Agreement you shall retain in a Reserve Account an amount (Reserve Credit) to
be agreed upon for each transaction This Dealer Reserve Addendum sets forth
the percentage and frequency of payments of, and chargebacks against, the
Reserve Credit.

         For all Agreements purchased from us by you on and after _________,
the Reserve Credit will be paid in accordance with the following program(s)
as checked.

         / /      Standard Program -AVAILABLE ON CLASSES I AND II ONLY (applies
                  to class                             )
                  We are credited with 100% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you The credited amounts on all Agreements
         purchased during a calendar month (subject to the minimum reserve
         balance and the minimum percentage of aggregate unpaid balances set
         forth in the Dealer Agreement) will be paid to us within 15 business
         days following the end of such month In the event an Agreement is
         prepaid in full at any time during its term, whether voluntarily or
         involuntarily after acceleration following a default, the unearned
         portion of the applicable Reserve Credit previously credited or paid
         to us will be charged against our Reserve Account. The Reserve Credit
         is also subject to chargeback in the event of a breach by us of any of
         our obligations to you under the Dealer Agreement or of any other
         obligation we may have to you.

         / /      70/30 Program - AVAILABLE ON CLASSES I AND II ONLY (applies
                  to class                               )
                  We are credited with 70% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you. The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         / /      As-Earned Program - AVAILABLE ON CLASS III ONLY
                  We earn one month's portion of the amount of the Reserve
         Credit for each month of the term of the related Agreement for which
         the buyer's full scheduled payment is actually collected The earned
         amount (with no holdback) is paid within 15 business days following
         the end of the calendar quarter in which such amount was earned. The
         Reserve Account is not subject to chargeback except in the event of a
         breach by us of any of our obligations to you under the Dealer
         Agreement or of any other obligation we may have to you.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Dealer Reserve Addendum, the terms of this Dealer
Reserve Addendum shall prevail. Otherwise, the Dealer Agreement remains in
full force and effect as written

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.
         --------------------------------

BY:______________________________________

<Page>

                      DEALER RESERVE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         110 CYPRESS STATION DRIVE
         SUITE 202
         HOUSTON, TX 77090

Gentlemen:

         The Dealer Agreement dated _______________ between you and us (the
"Dealer Agreement") provides that from the proceeds due us on each Agreement
you shall retain in a Reserve Account an amount (Reserve Credit) to be agreed
upon for each transaction. This Dealer Reserve Addendum sets forth the
percentage and frequency of payments of, and chargebacks against, the Reserve
Credit.

         For all Agreements purchased from us by you on and after
___________,the Reserve Credit will be paid in accordance with the following
program(s) as checked

         / /      70/30 Program - AVAILABLE ON CLASS I ONLY
                  We are credited with 70% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         / /      50/50 Program - AVAILABLE ON CLASS II ONLY
                  We are credited with 50% of the amount of the Reserve Credit
         at the time the Agreement to which the Reserve Credit relates is
         purchased from us by you The credited amounts on all Agreements
         purchased during a calendar month (with no holdback) will be paid to
         us within 15 business days following the end of such month. In the
         event an Agreement is prepaid in full, whether voluntarily or
         involuntarily after acceleration following a default, before the
         Obligor has paid the first three scheduled payments thereon, the full
         amount of the applicable Reserve Credit previously credited or paid to
         us will be charged against our Reserve Account The Reserve Credit is
         otherwise not subject to chargeback except in the event of a breach by
         us of any of our obligations to you under the Dealer Agreement or of
         any other obligation we may have to you.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Dealer Reserve Addendum, the terms of this Dealer
Reserve Addendum shall prevail. Otherwise, the Dealer Agreement remains in
full force and effect as written

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.
         --------------------------------

BY:______________________________________

<Page>

                   GUARANTY OF TITLE ADDENDUM TO DEALER AGREEMENT

TO:      LONG BEACH ACCEPTANCE CORP.
         ONE MACK CENTRE DRIVE
         PARAMUS, NJ 07652

Gentlemen:

         This document is an addendum (this "Addendum") to the Dealer
Agreement dated _________________ between you and us (the "Dealer Agreement")
and is effective with respect to all Agreements purchased by you from us
under the Dealer Agreement from and after the date appearing below.
Capitalized terms used in this Addendum and not otherwise defined have the
same meanings given to them in the Dealer Agreement.

                  The Dealer Agreement is amended by adding the following
         provisions thereto:

                  To further induce you to purchase Agreements from us, to
         transfer title to you of each vehicle securing an Agreement, and to
         ensure that there are no outstanding liens, encumbrances or security
         interests on any such Vehicle, (1) we warrant and represent to you
         that we hold as owner valid title to each Vehicle securing an
         Agreement, (2), we shall submit all required title transfer
         documentation relating to such Vehicle to the appropriate governmental
         agency, which documentation shall reflect a security interest in each
         such Vehicle in your name at the above address, and (3) we guarantee
         receipt by you, at the above address within 120 days following the
         date of the Agreement secured by a Vehicle, of a true and correct
         title to such Vehicle reflecting a security interest in such Vehicle
         in your name at the above address. If such title is not so received
         within such 120 day period, we shall, at your sole discretion and upon
         your demand, repurchase the affected Agreement and return all payments
         theretofore made by you to us in connection with such Agreement.

         In the event of a conflict between the terms of the Dealer Agreement
and the terms of this Addendum, the terms of this Addendum shall prevail.
Otherwise, the Dealer Agreement and all other addenda thereto remain in full
force and effect as written.

WITNESS OR ATTEST: ______________________        ______________________________
                                                           (Dealer)
DATE:____________________________________     BY:______________________________

                                           TITLE:______________________________

                                                 ______________________________
                                                        (Street Address)

                                                 ______________________________
                                                        (City and State)

ACCEPTED:   LONG BEACH ACCEPTANCE CORP.

BY:______________________________________

<Page>

                  DEALER GUARANTY OF TITLE AND INDEMNIFICATION

TO:  Long Beach Acceptance Corp. ("LBAC")

The undersigned desires LBAC to purchase from the undersigned from time to
time hereafter retail installment contracts (each a "contract" and
collectively "contracts") secured by security interests in motor vehicles.

At the time of the purchase from the undersigned by LBAC of any such
contract, the title and registration certificates for the related motor
vehicle may not indicate the security interest granted to LBAC (i.e. LBAC may
not be shown as lienholder of the related motor vehicle on the title and
registration certificates).

Compliance with the various rules and regulations of the California Motor
Vehicles Division for the issuance and transfer of title and registration
certificates is under the control of the undersigned.

To induce LBAC to purchase contracts from the undersigned, the undersigned,
with respect to each contract purchased from the undersigned by LBAC: (i)
certifies to LBAC that at the time of the transfer of ownership of the
related motor vehicle to the contract buyer(s) the undersigned holds as owner
valid title to the related motor vehicle; (ii) guarantees to LBAC proper
delivery of a true and correct title to the related motor vehicle; (iii) to
ensure there are no outstanding liens or encumbrances and to transfer title
of ownership to LBAC, guarantees and warrants to LBAC (x) that the
undersigned will take all steps necessary to report properly the sale of the
related motor vehicle to the California Motor Vehicles Division, (y) that
LBAC will receive a lienholder record from the California Motor Vehicles
Division showing LBAC as lienholder of the related motor vehicle as of the
time of the transfer of ownership of the related motor vehicle to the
contract buyer(s), and (z) that title and registration certificates will be
issued by the California Motor Vehicles Division showing LBAC to have a
security interest in the related motor vehicle (i.e. showing LBAC as
lienholder) as of the time of said transfer of ownership; and (iv) guarantees
receipt of such lienholder record by LBAC at 500 North State College
Boulevard, Suite 200, Orange, CA 92868 within 120 days from the date of such
contract. If such evidence of transfer is not so received within such 120 day
period, then, in addition to the undersigned's obligation to indemnify LBAC
and hold LBAC harmless as set forth above, the undersigned shall, at LBAC's
sole discretion and upon LBAC's demand, repurchase the affected contract and
return all payments theretofore made by LBAC to the undersigned in connection
with such contract.

The undersigned understands and agrees that if such evidence of transfer is
not received within such 120 day period, the undersigned will, at LBAC's sole
discretion and on LBAC's demand, repurchase the related contract and return
all payments made to the undersigned thereon by LBAC and in addition will
indemnify and hold harmless LBAC from and against all losses, damages, costs,
and expenses (including but not limited to reasonable attorney's fees)
related to the failure of such timely receipt by LBAC.


                                        --------------------------------------
                                                                    Dealership

                                  By:
                                        --------------------------------------
                                                        Printed Name and Title

                                        --------------------------------------
                                                                      Signed *

                                        --------------------------------------
                                                                          Date

*The individual executing this Guaranty of Title and Indemnification
certifies that he/she has requisite authority to execute this Guaranty of
Title and Indemnification on behalf of the undersigned. Any person not having
such authority should not sign this document.

<Page>

                                  VSI AGREEMENT



IN ORDER TO INDUCE LONG BEACH ACCEPTANCE CORP. ("LBAC") TO PURCHASE MOTOR
VEHICLE RETAIL INSTALLMENT CONTRACTS FROM US, WE, THE UNDERSIGNED DEALER, AGREE
THAT LBAC IS AUTHORIZED TO DEDUCT FROM THE PURCHASE PRICE OF EACH MOTOR VEHICLE
RETAIL INSTALLMENT CONTRACT PURCHASED BY LBAC FROM US A CHARGE OF $75 FOR
VENDOR'S SINGLE INTEREST INSURANCE.


                                        --------------------------------------
                                        (Dealer)

                                        By:
                                           -----------------------------------

                                        Title:
                                              --------------------------------

                                        Date:
                                              --------------------------------




VSI Agreement (4/97)

<Page>

                                  VSI AGREEMENT



IN ORDER TO INDUCE LONG BEACH ACCEPTANCE CORP. ("LBAC") TO PURCHASE MOTOR
VEHICLE RETAIL INSTALLMENT CONTRACTS FROM US, WE, THE UNDERSIGNED DEALER, AGREE
THAT LBAC IS AUTHORIZED TO DEDUCT FROM THE PURCHASE PRICE OF EACH MOTOR VEHICLE
RETAIL INSTALLMENT CONTRACT PURCHASED BY LBAC FROM US A CHARGE OF $125 FOR
VENDOR'S SINGLE INTEREST INSURANCE.


                                        --------------------------------------
                                        (Dealer)

                                        By:
                                           -----------------------------------

                                        Title:
                                              --------------------------------

                                        Date:
                                              --------------------------------




VSI Agreement (10/97)

<Page>

                                                                      EXHIBIT E

                             DOCUMENTATION CHECKLIST

CUSTOMER:
         ----------------------------------------------------------------------
ACCOUNT NUMBER:
               ----------------------------------------------------------------

This funding package contains the following initialed items:

    1.   Installment contract with proper signatures and
         Dealer endorsements                                            1. ____

    2.   Copy of signed credit application                              2. ____

    3.   References as described in the Program Guidelines              3. ____

    4.   Proof of income as described in the Program
         Guidelines                                                     4. ____

    5.   Copy of driver's license for all licensed signors              5. ____

    6.   Title information (application and copy of existing
         title, receipt of registration, or title copy already
         received) with lien notation thereon, or Dealer Title
         Guaranty                                                       6. ____

    7.   Invoice or copy of computer screen printout
         showing NADA value, NADA book page, Kelley
         printout or Kelley Blue Book page                              7. ____

    8.   In the case of a used Financed Vehicle, odometer
         statement (if not on title info)                               8. ____

    9.   Signed agreement to provide insurance and
         verification paper or other documentation allowable
         under the definition of "Legal Files"                          9. ____

    10.  Notice to cosignor, if required                               10. ____


                                      E-1
<Page>

    11.  Service contract or warranty papers                           11. ____

    12.  Life, accident, health and GAP insurance policy
         copies, as applicable                                         12. ____

    13.  Signed purchase order from dealer to customer                 13. ____







                                     E-2

<Page>

                                                                       EXHIBIT F





                               [FORM OF CONTRACT]








                                      F-1

<Page>

                                 LAW 553 VIRGINIA 9/96

LAW FORM NO. 553 VA (REV 9/96) CALL (800)344-0996 -C- 1996 THE REYNOLDS AND
REYNOLDS COMPANY         1/97

                            LINE UP COMPUTER PRINTER SQUARELY WITH BRACKET BELOW

                      THIS IS A CONSUMER CREDIT SALE DOCUMENT


<Table>
<S><C>

SIMPLE INTEREST MOTOR VEHICLE CONTRACT AND SECURITY AGREEMENT
--------------------------------------------------------------------------
BUYER'S NAME                                              DATE OF CONTRACT   STOCK NO.________________
                                                                             Source __________________
--------------------------------------------------------------------------   Salesperson _____________
BUYER'S RESIDENCE OR PLACE OF BUSINESS         ZIP CODE   AGREEMENT No.      Date ____________________
                                                                             Bus. Phone ______________
--------------------------------------------------------------------------   Res. Phone ______________
CO-BUYER'S NAME AND ADDRESS

--------------------------------------------------------------------------
In this contract the words "we," "us" and "our" refer to the creditor (seller) named below or, upon any
assignment, its assignee. The words "you" and "your" refer to the buyer and co-buyer if any named herein
and to the heirs, executors, administrators and assigns of such buyer and co-buyer. We sell you the motor
vehicle described below (the "vehicle") on credit. The credit price is shown below as the "Total Sale Price."
The "Cash Price" is also shown below. By signing this contract you choose to buy the vehicle on credit and
agree to pay the Amount Financed, along with a Finance Charge at the Annual Percentage Rate shown below on
the unpaid principal balance of the Amount Financed, according to the schedules, terms and agreements shown
on the front and back of this contract. If this contract is signed by a buyer and co-buyer, each is
individually and together responsible for all agreements in the contract.
SEE OTHER SIDE FOR ADDITIONAL TERMS AND AGREEMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
NEW/USED    YEAR     MAKE     CYL    DIESEL   GAS   OTHER  BODY STYLE   MODEL    ODOMETER READING     VEHICLE IDENTIFICATION NUMBER

         --------------------------------------------------------------------------------------------------------------------------
         COLOR           TRIM           TIRES        TRANS       KEY NO            LIC. NO           R.O.S. NO

-----------------------------------------------------------------------------------------------------------------------------------
                              DISCLOSURES PURSUANT TO THE TRUTH-IN-LENDING ACT
-----------------------------------------------------------------------------------------------------------------------------------
         ANNUAL             FINANCE CHARGE          AMOUNT FINANCED           TOTAL OF PAYMENTS             TOTAL SALE PRICE
   PERCENTAGE RATE        The dollar amount the  The amount of credit      The amount you will have      The total cost of your
The cost of your credit   credit will cost you.  provided to you or on     paid after you have made all  purchase on credit,
as a yearly rate.                                your behalf.              payments as scheduled.        including your down
                                                                                                         payment of $___________.

                      %   $                 (e)  $                         $                       (e)   $                     (e)
-----------------------------------------------------------------------------------------------------------------------------------
YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------------------------------------------------------------
          Number of Payments:                      Amount of Payments:               When Payments Are Due:
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
        Payments of                                                           Monthly, beginning
-----------------------------------------------------------------------------------------------------------------------------------
One Final Payment of
-----------------------------------------------------------------------------------------------------------------------------------
SECURITY: You are giving a security interest in the goods or property being purchased.                        (e) MEANS AN ESTIMATE
LATE CHARGES: If any payment is more than 7 days late you will be charged 5% of the late amount.
PREPAYMENT: If you pay off early, you may have to pay a penalty.
See the remainder of this document for any additional information about nonpayment, default and any required prepayment in full
before the scheduled date.
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

IF YOU ARE BUYING A USED VEHICLE WITH THIS CONTRACT, AS INDICATED IN THE
DESCRIPTION OF THE VEHICLE ABOVE, FEDERAL REGULATIONS MAY REQUIRE A SPECIAL
BUYERS GUIDE TO BE DISPLAYED ON THE WINDOW.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.
--------------------------------------------------------------------------------
                               STATEMENT OF INSURANCE
NOTICE: NO PERSON IS REQUIRED AS A CONDITION OF FINANCING THE PURCHASE OF A
MOTOR VEHICLE TO PURCHASE, OR NEGOTIATE, ANY INSURANCE THROUGH A PARTICULAR
INSURANCE COMPANY, AGENT OR BROKER.
You have requested Seller to include in the balance due under this contract
the following insurance. Insurance is to expire WITH / / BEFORE / / AFTER / /
the due date of the final installment. Buyer requests Seller to procure
insurance on the vehicle against fire, theft, and collision for the term of
this contract. Any insurance will not be in force until accepted by the
insurance carrier.                                                Premium

$____________ DED., COMP., FIRE & THEFT ________ Mos. $__________________
$_______________ DEDUCTIBLE COLLISION   ________ Mos. $__________________
BODILY INJURY $________________ LIMITS  ________ Mos. $__________________
PROPERTY DAMAGE $______________ LIMITS  ________ Mos. $__________________
MEDICAL ______________________________  ________ Mos. $__________________
______________________________________  ________ Mos. $__________________
                    TOTAL VEHICLE INSURANCE PREMIUMS  $________________(a)
Name of Insurer__________________________________________________________
The foregoing declarations are hereby acknowledged.

                     X                       X
___________________________________________________________________________
DATE                   SELLER                   BUYER
-------------------------------------------------------------------------
             CREDIT INSURANCE AUTHORIZATION AND APPLICATION
YOU VOLUNTARILY REQUEST THE CREDIT INSURANCE CHECKED BELOW, IF ANY, AND
UNDERSTAND THAT SUCH INSURANCE IS NOT REQUIRED. You acknowledge disclosure
of the cost of such insurance and authorize it to be included in the
balance payable under this contract. Any returned or refunded credit
insurance premiums shall be applied to sums due under this contract.
Only the persons whose names are signed below are insured.

CREDIT LIFE ________________________ Mos. Premium $_______________________
JOINT LIFE _________________________ Mos. Premium $_______________________
CREDIT DISABILITY___________________ Mos. Premium $_______________________
JOINT CREDIT DISABILITY_____________ Mos. Premium $_______________________
                 TOTAL CREDIT INSURANCE PREMIUMS  $_______________________(b)
Name of Insurer___________________________________________________________
/ / You want Credit Life Insurance / / You do not want Credit Life Insurance
/ / You want Credit Disability Insurance
/ / You do not want Credit Disability Insurance
/ / You want Joint Credit Life Insurance
/ / You want Joint Credit Disability Insurance
You are applying for the credit insurance marked above. Your signature below
means that you agree that you elect the insurance shown above subject to the
eligibility requirements, conditions and exclusions set forth in your
insurance policy(ies) or certificate(s).

                       X
___________________________________________________________________________
DATE                     PRIMARY BUYER                         AGE

                       X
___________________________________________________________________________
DATE                     CO-BUYER                              AGE

                    NO LIABILITY INSURANCE INCLUDED.
--------------------------------------------------------------------------------

    ITEMIZATION OF AMOUNT FINANCED
    A. Cash Price Motor Vehicle and Accessories   $_________________(A)
       1. Cash Price Vehicle      $______________
       2. Cash Price Accessories  $______________
    B. Sales Tax................................. $_________________(B)
1.  C. Luxury Tax................................ $_________________(C)
    D. Service Contract (optional)**............. $_________________(D)
       *See Service Contract Box below
    E. Other..................................... $_________________(E)
       To whom paid_______________________________________
    F. Other..................................... $_________________(F)
       To whom paid_______________________________________
    G. Other..................................... $_________________(G)
       To whom paid_______________________________________

    TOTAL CASH PRICE (A to G)............................ $_________________(1)
    AMOUNTS PAID TO PUBLIC OFFICIALS
    A. License................................... $_________________(A)
    B. Registration.............................. $_________________(B)
    C. Title..................................... $_________________(C)
2.  D. Transfer.................................. $_________________(D)
    E. Temporary Tag............................. $_________________(E)
    F. Lien...................................... $_________________(F)
    G. Inspection................................ $_________________(G)
    H. Other..................................... $_________________(H)
    TOTAL OFFICIAL FEES (A to H)......................... $_________________(2)
    AMOUNT PAID TO INSURANCE COMPANIES:**
    A. Total premiums per
3.     Statement of Insurance (a+b).............. $_________________(A)
    B. Other..................................... $_________________(B)
       To whom paid_______________________________________
    C. Other..................................... $_________________(C)
       To whom paid_______________________________________
    TOTAL INSURANCE PREMIUMS (A to C).................... $_________________(3)
4.  TOTAL (1 to 3)....................................... $_________________(4)
    A. Trade-In (Description)
    Yr ________  Make __________
    Model ______________________________________   $_________________(A)
    V.I.N. _______________________________________________
    Odometer ___________________
5.  B. Less Pay Off..............................  $_________________(B)
    C. TRADE-IN (A less B).......................  $_________________(C)
    D. Cash Downpayment..........................  $_________________(D)
    E. MFR's Rebate..............................  $_________________(E)
    TOTAL DOWN PAYMENT (5C+D+E).......................... $_________________(5)
6.  AMOUNT FINANCED (4 less 5)........................... $_________________(6)
7.  FEES NOT FINANCED.................................... $_________________(7)
       To whom paid_______________________________________
    **Seller may retain a portion of these amounts.
--------------------------------------------------------------------------------
VEHICLE USE: The primary use of the vehicle will be
             / / Personal, Family or Household  / / Commercial  / / Agricultural
--------------------------------------------------------------------------------
*SERVICE CONTRACT (Optional) You request a service contract written with the
following company for the term below. The cost is shown in item (1D) above.

Company___________________________________________ Term ________________ Months
Buyer X____________________________________Co-Buyer X__________________________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OPTION: / / You pay no Finance Charge if the Amount Financed, item 6, is paid
in full on or before ________________________ 19 ______. SELLERS INITIALS ______
--------------------------------------------------------------------------------
                         THERE IS NO COOLING OFF PERIOD
VIRGINIA LAW DOES NOT PROVIDE FOR A "COOLING OFF" PERIOD OR OTHER CANCELLATION
PERIOD FOR THIS SALE. THEREFORE, YOU CANNOT LATER CANCEL THIS CONTRACT SIMPLY
BECAUSE YOU CHANGE YOUR MIND, DECIDE THE VEHICLE COSTS TOO MUCH, OR WISH YOU
HAD ACQUIRED A DIFFERENT VEHICLE. AFTER YOU SIGN BELOW, YOU MAY ONLY CANCEL
THIS CONTRACT WITH THE AGREEMENT OF THE SELLER OR FOR LEGAL CAUSE, SUCH AS
FRAUD.
--------------------------------------------------------------------------------
BUYER AND CO-BUYER ACKNOWLEDGE THAT (1) BEFORE SIGNING THIS CONTRACT BUYER
AND CO-BUYER HAVE READ BOTH SIDES OF THIS CONTRACT AND RECEIVED A LEGIBLE,
COMPLETELY FILLED-IN COPY OF THIS CONTRACT; AND (2) BUYER AND CO-BUYER HAVE
RECEIVED A COPY OF EVERY OTHER DOCUMENT THAT BUYER AND CO-BUYER SIGNED DURING
THE CONTRACT NEGOTIATION.

BUYER'S SIGNATURE X__________________________ Seller _________________________
CO-BUYER'S SIGNATURE X_______________________ Seller's Address _______________
CO-OWNER'S AGREEMENT Any undersigned            By X______________Title_________
Co-Owner of the vehicle grants us a
security interest in the vehicle and
agrees to the terms of the "Other
Terms of Co-Owner's Agreement" on the
other side of this contract.

CO-OWNER'S SIGNATURE X_____________________   CO-OWNER'S SIGNATURE X____________
                     (Date)________________   (Date)____________________________

Guaranty. For value received, and in further consideration of the credit sale
to Buyer (and Co-Buyer, if any) of the vehicle, upon your request each
Guarantor hereby: unconditionally guarantees full performance of this contract
in all its terms and the prompt and full payment of all sums due under the
contract together with expenses, costs and fees; agrees to pay attorneys' fees
and costs of enforcing the contract; agrees that in the event of the
non-compliance with any of the provisions of the contract, whether or not
repossession has been made or undertaken, suit may be brought against any one
or more of the Guarantors, without waiving any right later to repossess;
waives any and all demand or notice of non-payment, demand, presentment or
protest, and, agrees that extension or change of terms shall not in any way
release Guarantor(s).

GUARANTOR'S SIGNATURE X______________(Date)_________(Address)___________________

GUARANTOR'S SIGNATURE X______________(Date)_________(Address)___________________

LAW* FORM NO. 553 VA (Rev 9/96) US PATENT NO 342,967 CALL (800)344-8996
      -C- 1996 THE REYNOLDS AND REYNOLDS COMPANY
     The Printer makes no warranty express or implied as to content or fitness
     for purpose of this form. Consult your own legal counsel

   TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING. 2. BUYER AND SELLER
              SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                       ADDITIONAL TERMS AND AGREEMENTS

A. PROMISE TO PAY: You promise to pay the downpayment and Amount Financed,
plus the Finance Charges on the Amount Financed as shown in the Payment
Schedule, even if the vehicle is damaged, destroyed or missing.

B. SIMPLE INTEREST CONTRACT: This is a simple interest contract. The Finance
Charge, Total of Payments and Payment Schedule shown may differ from the
amount you will ultimately have to pay if your payments are not received on
their exact due dates or the Seller adds amounts to the amount you owe for
any of the reasons stated below. For example, early payments would reduce
your final payment, while late payments and additions to the amount you owe
would increase it. Your final payment may be different from the amount shown
(or at our option, we may require you to make additional payments until all
amounts you owe are paid in full) if the Seller figured the Payment Schedule
assuming equal monthly payment periods and other factors permitted under the
Truth in Lending Act. Your promise to pay requires you to pay the final
payment on the date due even if it is different from the amount shown for any
of these reasons.

C. SECURITY INTEREST: You hereby grant us a security interest under the
Uniform Commercial Code in the vehicle and all parts and accessories on the
vehicle or added to the vehicle within 10 days of the date hereof, and in all
insurance premiums financed for you or rebates from insurance premiums,
service contracts, and in the proceeds thereof and of any insurance policies
covering the vehicle or credit life or disability insurance policies financed
hereunder, which security interest secures all sums which may become due under
this contract, as well as any modifications, extensions, renewals, amendments,
or re-financing of it.

D. USE OF VEHICLE: You agree to keep the vehicle free of all taxes and liens,
except in favor of Seller, and not to use the vehicle--or permit the vehicle
to be used--illegally, improperly, or for hire, or to expose the vehicle to
misuse, seizure, or confiscation, or other involuntary transfer, even if the
vehicle was not the subject of judicial or administrative action. You agree
not to make any material change in the vehicle or allow any material change
in it to be made, or to remove the vehicle, or allow it to be removed from
this State for a period in excess of 30 days or transfer any interest in the
vehicle. You agree to keep the vehicle in good working condition and make all
necessary repairs. You agree not to remove the vehicle, not to permit its
removal, from this country. Although we are not obligated to do so, if we
elect to pay any liens, fees or taxes in connection with the vehicle, or to
expend any other amount to protect our interests in the vehicle, you will
reimburse us, at our option: (i) upon our demand upon you to do so or (ii) we
may add the dollar amount of any such liens, fees, taxes or other charges we
pay to the balance of this contract, accruing Finance Charge, from the time
we pay such amounts until the time you pay them to us, at the Annual
Percentage Rate shown on the face of this contract, with such dollar amount
and Finance Charge due at maturity of this contract or, at our option, in
monthly installments due on the remaining payment dates shown on the face of
this contract.

E. INSURANCE: You agree to keep the vehicle insured in our favor with a
policy satisfactory to us and with an insurer authorized to do business in
the jurisdiction in which the vehicle is registered, with comprehensive fire,
theft and collision coverage, insuring the vehicle in an amount sufficient to
cover the value of the vehicle. You agree to deliver the policies to us, and
you agree that we may (i) contact your insurance agent to verify coverage or
to add us as a loss payee or lienholder, (ii) make any claim under your
insurance policy, (iii) cancel any insurance financed under this contract on
your default, and (iv) receive any payment of loss or returned premium, and
apply the amounts received, at our option, to repair or replace the vehicle
or to your indebtedness under this contract, including indebtedness not yet
due. If you fail to maintain such insurance, we may, at our option, procure
insurance to protect our interest in the vehicle, and you agree to pay for
any insurance we procure and Finance Charges on the premiums at the Annual
Percentage Rate shown on the reverse, according to the notice we send you.
You agree that any insurance we purchase may be for the protection of only
our interest in the vehicle, and may be for the remaining term of the
contract or any shorter period as we determine. You understand that the
insurance premiums may be higher if we must purchase insurance than if you
had purchased the insurance yourself. If insurance has been purchased in
connection with this contract, any difference between the amounts shown in
the Statement of Insurance for premiums which may arise from errors in
computation, classification, grouping or zoning, or changes in the type of
insurance shall be payable by you on demand. Whether or not the vehicle is
insured, you must pay for it if it is lost, damaged, or destroyed.

F. PREPAYMENT OF AMOUNT OWED: You may prepay all amounts due under this
contract at any time. To do so, you must pay all accrued Finance Charges to
the date of prepayment and any other charges you owe. Upon prepayment in
full, we may, at our option, impose a prepayment charge of up to $100. No
prepayment charge will be assessed if prepayment occurs within 90 days of the
end of the scheduled term of this contract.

G. DEFAULT: If you breach any warranty or default in the performance of any
promise you make in this contract or any other contract you have with us,
including, but not limited to, failing to make any payment when due, or
become insolvent, or file any proceeding under the U.S. Bankruptcy Code, or
upon your demise, or if the vehicle is damaged, destroyed, or impounded, we
may at our option and without notice or demand (1) declare all unpaid sums
immediately due and payable subject to any right of reinstatement as required
by law (2) file suit against you for all unpaid sums (3) take immediate
possession of the vehicle (4) exercise any other legal or equitable remedy.
Upon repossessing the vehicle and giving notice as provided by law, if you do
not redeem the vehicle, we will sell it, together with any accessories,
equipment or replacement parts installed therein, at public or private sale.
We may purchase the vehicle at any public sale. The proceeds of the sale will
be applied first to the expenses of retaking, reconditioning, storing and
selling the vehicle, and the remainder will be applied to unpaid sums owing
under this contract, including collection costs and attorney fees. If there
is any money left over (surplus) it will be paid to you or to another person
if required by applicable law. If a balance still remains owing, you promise
to pay the same upon demand. If you default or breach this contract you agree
to pay Finance Charges at the Annual Percentage Rate shown on the reverse
side or, if higher, the highest interest rate permitted by law, until all
sums owing us are paid in full or judgment is entered. Our remedies are
cumulative and taking of any action shall not be a waiver or prohibit us from
pursuing any other remedy. You agree that upon your default we shall be
entitled to recover from you our reasonable collection costs, including, but
not limited to, an attorney's fee. In addition, if we repossess the vehicle,
you grant to us and our agents permission to enter upon any premises where
the vehicle is located. Any repossession will be performed peacefully. You
agree we are entitled to recover from you our reasonable costs and expenses
arising out of that repossession, including, but not limited to, any sums we
pay third party agents. With respect to any sums we are entitled to recover
pursuant to this paragraph, you will reimburse us, at our option: (i) upon
our demand upon you to do so or (ii) we may add the dollar amount of any such
sums, costs and expenses to the balance of this contract, accruing Finance
Charge, from the time we pay such amounts until the time you pay them to us,
at the Annual Percentage Rate shown on the face of this contract.
Notwithstanding anything to the contrary contained in this contract, we will
not declare all amounts owed by you immediately due or repossess the vehicle
on account of your failure to make a payment when due unless such payment has
been delinquent for more than 10 days.

H. WARRANTIES OF BUYER: You promise that you have given true and correct
information in your application for credit, you have no knowledge that will
render that information untrue in the future, and you understand that we have
relied upon the correctness of that information in entering into this
contract; that upon request you will provide us with documents and other
information necessary to verify any item of information contained in your
credit application; that you have given us a true payoff amount on any vehicle
traded in and that if it is not correct and is greater than the amount shown
in this contract, you will pay the excess to us upon demand; and that any
trade-in vehicle described on the reverse of this contract is free from all
claims of others, except as previously disclosed to us.

I. POWER OF ATTORNEY: You hereby appoint us, as well as any of our appropriate
officers or other employees, as your attorney-in-fact, with full power of
substitution, to sign in your name, place and stead any and all Certificates
of Ownership, Registration Cards, applications, affidavits and/or any other
documents required or necessary to transfer or convey any and all right, title
and interest in and to the vehicle, to any person or persons, and to do and
perform any and all other acts necessary or incident to the execution of the
powers you hereby grant us, including without limitation endorsing insurance
proceeds checks on your behalf, as fully and to all intents and purposes as
you might or could do if personally present. This grant of a power of
attorney, being coupled with an interest, is irrevocable until all your
obligations under this contract are fully satisfied or until judgment is
entered.

J. OTHER AGREEMENTS OF BUYER: (1) In the event the estimated Department of
Motor Vehicle fees are greater than the amount shown, you will pay the excess
to us upon demand. If they are less, we will refund the excess to you. (2)
You agree that if we accept moneys in sums less than those due or make
extensions of due dates of payments under this contract, doing so will not be
a waiver of any later right to enforce the contract terms as written. (3) To
the extent permitted by law, we may charge you a $20 fee for the return by a
depository institution of a dishonored check, negotiable order of withdrawal
or share draft issued in connection with any payment due under this contract.
(4) If the vehicle is repossessed we may store personal property found in the
vehicle for your account and at your expense, as permitted by law, and if you
do not claim the property within 10 days after repossession, we may dispose
of the personal property in any manner we deem appropriate without liability
to you. (5) If your payment is more than 7 days late you may be charged 5% of
the late amount. (6) You will allow us to inspect the vehicle at any
reasonable time and notify us of any change of your address immediately. (7)
You acknowledge that we may assign this contract and you agree that the
assignee will have all our rights and remedies under this contract and you
agree to pay all that is still owed under this contract at the times due, and
in the amounts due, to the assignee. (8) Upon payment of this contract in
full we may endorse the Certificate of Title or a release of our security
interest as appropriate, and send it to any of you. (9) Any provision of this
contract which may be held invalid shall not mean that this contract is
unenforceable and the remaining provisions shall continue to be binding. (10)
No transfer, renewal, extension, or assignment of any interest in this
contract will release you from your obligations under this contract. (11)
This contract is to be governed by the law of the jurisdiction in which the
seller of the vehicle is located, as set forth on the reverse of this
contract and, if the vehicle is repossessed hereunder, the laws of the
jurisdiction in which the repossession occurs may govern such repossession.
(12) WE MAY OBTAIN A CONSUMER CREDIT REPORT FROM ONE OR MORE CONSUMER CREDIT
REPORTING AGENCIES (CREDIT BUREAUS) IN CONNECTION WITH YOUR APPLICATION AND
ANY UPDATE, RENEWAL, REFINANCING, MODIFICATION OR EXTENSION OF THIS CONTRACT
AND ANY AFFILIATE OF OURS MAY OBTAIN ONE OR MORE CONSUMER REPORTS ON YOU. YOU
AGREE THAT WE MAY ALSO VERIFY YOUR EMPLOYMENT, PAY, ASSETS AND DEBTS AND THAT
ANYONE RECEIVING A COPY OF THIS CONTRACT IS AUTHORIZED TO PROVIDE US WITH
SUCH INFORMATION. YOU AGREE THAT WE, OUR ASSIGNEE, ANY OF OUR AFFILIATES AND
OTHERS MAY EXCHANGE CREDIT, ACCOUNT AND FINANCIAL INFORMATION (INCLUDING
INFORMATION IN ANY CREDIT REPORTS) ABOUT YOU. YOU AGREE THAT THIS INCLUDES,
BUT IS NOT LIMITED TO, THE SHARING OF INFORMATION FOR THE PURPOSES OF
PROVIDING CUSTOMER SERVICE, CONSIDERING YOUR ELIGIBILITY FOR ANY PRODUCT OR
SERVICE OFFERED BY US OR OTHERS, AND ENFORCING YOUR OBLIGATIONS TO US OR AN
AFFILIATE.

K. DELAY IN ENFORCEMENT: We can delay or waive enforcement of any of our
rights under this contract without losing them.

L. SELLER'S WARRANTIES: You agree that you have verified the description of
the vehicle to your satisfaction. UNLESS THE SELLER OF THE VEHICLE MAKES A
WRITTEN WARRANTY COVERING THE VEHICLE OR, WITHIN 90 DAYS FROM THE DATE OF THIS
CONTRACT, EXTENDS A SERVICE CONTRACT COVERING THE VEHICLE, THE SELLER MAKES NO
EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES WITH RESPECT TO THE
MERCHANTABILITY, SUITABILITY, FITNESS FOR PURPOSE, OR OTHERWISE CONCERNING
THE VEHICLE, PARTS OR ACCESSORIES DESCRIBED HEREIN.

M. NOTICES: Any notice sent to you will be sufficient if mailed to your last
known address, which is presumed to be your address as set forth in this
contract unless you have given us written notice of a change of your address.

N. NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL
CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS
OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

THE NOTICE ABOVE DOES NOT APPLY IF THE BOX FOR COMMERCIAL OR AGRICULTURAL USE
IS CHECKED ON THE REVERSE OF THIS CONTRACT.

O. OTHER TERMS OF CO-OWNER'S AGREEMENT: Each person who signs the Co-Owner's
Agreement on the other side of this contract (but who is not a Buyer or a
Co-Buyer) is an owner of an interest in all or part of the vehicle, and
grants us a security interest in the vehicle as security for all obligations
under this contract, subject to all terms of this contract relating to the
vehicle. Co-Owner joins in this contract and makes each of the covenants,
representations and warranties of the Buyer in this contract to the extent
that such covenants, representations and warranties relate to the vehicle.
Co-Owner waives any and all demand or notice of non-payment, demand,
presentment or protest, and agrees that any extension or change of terms
shall not in any way release Co-Owner. Co-Owner agrees that from time to
time, without notice to Co-Owner, and without affecting Buyer's liability:
(a) the vehicle may be exchanged, released, or surrendered, sold (by
foreclosure or otherwise), applied or dealt with at our election; and (b) the
time of payment under this contract may be extended or accelerated in whole
or in part, and the contract may be renewed in whole or in part.

P. MODIFICATION: ALL OF THE AGREEMENTS BETWEEN US AND YOU ARE SET FORTH IN
THIS CONTRACT AND NO MODIFICATION OF THIS CONTRACT SHALL BE VALID UNLESS IT IS
MADE IN WRITING AND SIGNED BY YOU AND US.

--------------------------------------------------------------------------------
                           ASSIGNMENT WITH RECOURSE

For value received, the Seller ("Seller") named on the other side of this
Simple Interest Motor Vehicle Contract and Security Agreement ("Contract")
does hereby sell, assign and transfer to __________________________________
and its successors and assigns ("Assignee") all of Seller's right, title and
interest to the Contract, the property described in the Contract
("Property"), and all moneys due and to become due under the Contract. Seller
(jointly and severally if more than one) hereby further agrees as follows
Seller guarantees full performance of the Contract in all its terms and the
prompt payment when due of any and all sums due under the Contract, together
with collection expenses, costs and attorney's fees, and agrees to pay any
attorney's fees and costs incurred in enforcing this Assignment With
Recourse. Seller has not assisted the buyer named in the Contract ("Buyer")
in obtaining a loan from any third party to be used as all or a part of any
downpayment or any other payment on the Contract, except as expressly stated
in the Contract. Seller represents and warrants that all requirements of
federal and state laws applicable to the Contract, including, without
limitation, the Federal Truth in Lending Act, the Federal Equal Credit
Opportunity Act, state and federal laws regulating consumer credit and
discrimination in the granting of consumer credit, and regulations
promulgated under such laws, have been complied with. Seller agrees to
indemnify Assignee against and hold Assignee harmless from all claims,
actions, suits, proceedings, costs, expenses, loss, damages and liabilities,
including attorney's fees, arising out of, related to, connected with or
resulting from any contention, whether well founded, baseless or otherwise,
that there has been a violation of, or failure to comply with, any such laws
in connection with the Contract. Seller agrees that in the event the Buyer
breaches the Contract, whether or not the Property has been repossessed, or
an attempt has been made to do so, suit may be brought by Assignee against
Seller, whether or not suit has been commenced against Buyer, and without
waiving any rights as to time of repossession. Seller agrees that in the
event of default by Buyer or repossession of the Property, Seller will pay to
Assignee upon demand the entire balance outstanding under the Contract.
Seller waives all rights, defenses, demands and notices under this Assignment
With Recourse and all other rights that can be waived in an assignment such
as this. Seller agrees to indemnify Assignee from all claims, demands, loss
and liability, including attorney's fees, in any way arising from the
Property or the making or assignment of the Contract. Seller waives any and
all notice of nonpayment, demand, presentment or protest which may be
required under this Assignment With Recourse or in connection herewith, and
agrees that any extensions or impairments of remedies which may be granted by
Assignee to Buyer shall not in any manner release Seller. In the event that
suit is instituted to enforce any of the terms of this Assignment With
Recourse, Seller waives the right to change the place of trial from the court
originally acquiring jurisdiction. Seller warrants that application has been
made for vehicle registration showing Assignee as first lienholder on the
title to the Property

Dated __________________at ___________________________________________________
                                  (Dealer's City and State)
Signed______________________________(Seal)   By_______________________________
          (Name of Dealer)                     (Officer, Firm Member or Owner)

                          ASSIGNMENT WITHOUT RECOURSE

For value received, the Seller ("Seller") named on the other side of this
Simple Interest Motor Vehicle Contract and Security Agreement ("Contract")
does hereby sell, assign and transfer to __________________________________
and its successors and assigns ("Assignee") WITHOUT RECOURSE as to the
obligation of the Buyer and Co-Buyer for payment (except as may be provided
by any provision checked below and in other agreements with the Assignee) all
of Seller's right, title and interest to the Contract, the property described
in the Contract ("Property"), and all moneys due and to become due under the
Contract. Seller (jointly and severally if more than one) hereby further
agrees as follows. Seller has not assisted the buyer named in the Contract
("Buyer") in obtaining a loan from any third party to be used as all or a
part of any downpayment or any other payment on the Contract, except as
expressly stated in the Contract. Seller represents and warrants that the
Contract represents a bona fide sale and was actually executed in good faith
by the Buyer and the Seller; that at the time of such execution the Buyer was
of legal age and competent to execute the Contract; that the Property is
truly and accurately described in the Contract, and has been delivered into
the possession of Buyer; that the amount recited as having been received as a
downpayment was actually paid in cash and not its equivalent; that
merchandise taken in trade was received at not more than the reasonable
market value thereof at the time of its receipt; that the terms of sale and
statements set forth in the Contract are true and correctly set forth; that
Seller has the full and complete title to the Property, subject only to the
rights of the Buyer; that there are no recoupments, counterclaims, or setoffs
on the part of Buyer against the amounts payable; that there have been no
representations or warranties made to Buyer not contained in the Contract;
that all information given concerning Buyer is true and correct; that, to
Seller's knowledge, there is no material misstatement in Buyer's credit
application submitted to Assignee, and that Seller has no information or
reason to suspect that any provision of the Contract will be violated and
that Buyer is not a good moral and financial risk. The Contract, and the
transaction it evidences, and all disclosures to Buyer and other matters in
connection with the Contract are in all respects made as required by and in
accordance with, all applicable federal and state laws and regulations
governing the same. Seller agrees not to accept or take possession of
payments on the Contract without Assignee's prior written consent. Seller
warrants and represents that all requirements of the Federal Truth in Lending
Act, the Federal Equal Credit Opportunity Act, state and federal laws
regulating consumer credit and discrimination in the granting of consumer
credit, and regulations promulgated under such laws, have been complied with
and the Seller hereby agrees to indemnify Assignee and hold Assignee harmless
from all claims, actions, suits, proceedings, costs, expenses, loss, damages,
and liabilities, including attorneys fees, arising out of, connected with,
relating to or resulting from any contention, whether well founded, baseless
or otherwise, that there has been a violation or failure to comply with, any
such laws in connection with the Contract. Should any of Seller's
representations or warranties be false, Seller agrees to pay to Assignee or
holder, upon demand, the full unpaid balance of the Contract, whether or not
possession of the Property has been taken by Assignee or suit has been
instituted against the Buyer, Seller, or both. Seller agrees that the taking
of possession of the Property shall not be deemed an election of remedies,
and Seller agrees to pay any deficiency thereafter remaining if Assignee is
required to bring an action against Seller as a result of the breach of any
representation or warranty contained in this assignment. Seller agrees to pay
reasonable attorneys fees and court costs incurred by Assignee in such
action. Seller consents to extensions of payment or alterations of the
Contract or impairment of remedies which may be granted by the Assignee, and
waives any and all notice of nonpayment, demand, presentment or protest,
which otherwise might be required under this assignment or in connection
therewith. Seller hereby waives all statutes of limitations and the defense
thereof and all other rights that can be waived in an assignment such as
this. In the event that suit is instituted to enforce any of the terms of
this Assignment Without Recourse, Seller waives the right to change the place
of trial from the court originally acquiring jurisdiction. Seller warrants
that application has been made for vehicle registration showing Assignee as
first lienholder on the title to the Property
Any of the following that are checked also apply:
[ ] Full Guaranty. Seller unconditionally guarantees the full and punctual
    payment of the full amount remaining unpaid under the Contract and agrees to
    repurchase the Contract from the Assignee or other holder, upon demand,
    for the full amount then unpaid, whether the Contract shall then be in
    default or not
[ ] Full Repurchase. Seller guarantees payment of the full amount remaining
    unpaid under the Contract and covenants that if a default be made in the
    payment of any installment due under the Contract, to pay the full amount
    then unpaid to the Assignee or holder, upon redelivery of the vehicle to
    Seller
[ ] Limited Guarantee. Seller guarantees, in the event of a default under the
    Contract, the payment of the last $________ of the total amount due under
    the Contract, and should the net proceeds of the sale of the vehicle be
    insufficient to pay in full the amount remaining unpaid under the Contract,
    Seller will, upon demand, pay to the Assignee or other holder the amount of
    its loss under the Contract.
[ ] Partial Recourse. Seller guarantees the due and punctual payment of the
    first ___ installments due under the Contract ("The Guaranteed
    Installments") and agrees to repurchase the Contract from the Assignee or
    other holder upon demand if default be made in the payment of any of the
    Guaranteed Installments for the full amount then unpaid, but should the
    Guaranteed Installments be paid punctually and in accordance with the terms
    of the Contract, the Seller's guaranty shall thereupon cease and as to any
    installments due thereafter, the assignment shall have the same effect as if
    made without recourse.

Dated _________________ at ___________________________________________________
                                  (Dealer's City and State)
Signed______________________________(Seal)   By_______________________________
          (Name of Dealer)                     (Officer, Firm Member or Owner)

FORM NO 553 VA (REV 9/96)
<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT/CONSUMER PAPER     Month  Day  Year

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Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

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The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

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       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
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I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
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Will be kept at                                County                                   State
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ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
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 Security       __ I am giving a security interest in the goods or property being purchased
 Late Charge    __ If a payment is more than 10 days late, I will be charged 5% of the scheduled payment.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1  Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life
      and Disability Insurance ............. $__________    Paid to the
   e. Vendor's Single Interest Insurance ... $__________    Insurance Company *
   f. ______________________________________ $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g) .................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
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PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.



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ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





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By            (Seller)                                        Date

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Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $__________,
and is reflected in Item 4e at left. VENDOR'S SINGLE INTEREST INSURANCE IS
SOLELY FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR
THE BENEFIT OF THE CUSTOMER OR CO-CUSTOMER.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the terms is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INCLUDE LIABILITY INSURANCE COVERAGE FOR
BODILY INJURY OR PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

                            NOTICE TO RETAIL BUYER

DO NOT SIGN THIS CONTRACT IN BLANK. YOU ARE ENTITLED TO A COPY OF THE
CONTRACT AT THE TIME YOU SIGN. KEEP IT TO PROTECT YOUR LEGAL RIGHTS.





-------------------------------------------------------------------------------
I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE
<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return or unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of default, you may cancel all insurance
and any service contract and credit any refund to the unpaid balance if
permitted by law. I waive all marital rights and exemptions relating to any
property in which I have granted you a security interest. I authorize you to
sign my name to any documents necessary to transfer title to the vehicle or
to carry out the provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments on its due date, or
if I die, or if the credit application I furnished to you is false or
misleading in any material respect, or if all or any part of the Collateral
or any interest therein is sold, transferred, encumbered, leased or rented
(whether voluntarily, by operation of law or otherwise) without your advance
written consent, or if I do not comply with any other requirement of this
contract, or if bankruptcy or insolvency proceedings are brought by or
against me, or if I abandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my
property or the Collateral, the full unpaid amount financed and accrued and
unpaid finance charge and all other amounts I then owe you under this
contract will become due, if you desire, without your advising me.

REMEDIES--If I have not met the requirements of this contract, you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to do so. You have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract were in the Collateral at the time of
repossession. If I fail to do this I will have abandoned the articles left in
the Collateral and you will not have any responsibility to me to care for
them. If you sell my Collateral, you have the right to sell to a dealer. If
you have to give me notice, 10 days is sufficient. The proceeds of the sale
(minus the collection expenses set forth below) will be credited to the
unpaid balance on the contract. If any money is left over after you have
applied it to my obligation under this contract, it will be paid to the
persons legally entitled to it, but if any money is still owing, I agree to
pay you the balance. If this contract is referred to an attorney not your
salaried employee for collection, I will pay your reasonable attorneys' fees,
court costs and disbursements as well as your actual and reasonable
out-of-pocket expenses incurred after such referrel in connection with the
delinquency of this contract or the repossession of the Collateral, including
but not limited to storage charges, reconditioning expenses and collection
expenses.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installment over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate, and such amount will be secured by
the Collateral. If I fail to file an insurance claim within 60 days after a
casualty to the Collateral you may file a claim and settle it with the
insurance company on whatever terms you decide, and I irrevocably appoint you
as my agent for this purpose.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage including Vendor's Single
Interest Insurance if the law permits you to charge me for that insurance.
The insurance I obtain, which must be satisfactory to you and which must be
in an amount at least equal to the value of the Collateral, will contain a
long form loss payable clause endorsement naming you or anyone to whom you
assign this contract as loss payee. If I do not buy insurance, or if at any
time during the term of this contract the insurance is cancelled or cannot be
obtained for any reason, I understand that you may if you choose obtain
insurance protecting both or either of us, in an amount either equal to the
value of the Collateral or less at your option.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the
Collateral because I fail to or because my insurance is cancelled and not
renewed, you may, but will not be obligated to, pay the appropriate amount
for me and add the amount paid to the amount I owe under this contract,
in which event I agree to reimburse such amount to you, either in a lump sum
on your demand or in equal installments over the remaining term, concurrent
with remaining installments, as you choose, together with interest at the
Annual Percentage Rate disclosed on the face of this contract if permitted by
law or, if not, at the highest lawful rate, and such amount will be secured
by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Vermont.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct, (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expence
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become deliquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________


<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION AND DEBT CANCELLATION COVERAGE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased
 Prepayment     __ If I pay off early, I will pay an acquisition fee of $25.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1  Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life and/or Credit
      Disability Insurance ................. $__________    Paid to the
   e. Debt Cancellation Coverage ........... $__________    Insurance Company *
   f. Documentary Fee                        $__________ Paid to Seller
   g. ______________________________________ $__________ Paid to ______
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>

-------------------------------------------------------------------------------

DOCUMENTARY FEE: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE
IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS
AND PERFORMING SERVICES RELATING TO THE CLOSING OF A SALE. A DOCUMENTARY FEE
MAY NOT EXCEED $50. THIS NOTICE IS REQUIRED BY LAW.

-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.

-------------------------------------------------------------------------------

                                SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.



                                    Service Contract Price: $__________________

Service Contract Administrator: _______________________________________________

Term: ________________________________________________ My Inititals ___________

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
PHYSICAL DAMAGE INSURANCE COVERING THE VEHICLE IS REQUIRED FOR THE TERM OF
THIS CONTRACT. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED EITHER
THROUGH ANY EXISTING POLICIES OR THROUGH ANY INSURANCE COMPANY AUTHORIZED TO
TRANSACT BUSINESS IN TEXAS.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box(es))
    Request(s)
    / / Credit Life Insurance, at a cost of $_____________.
    / / Credit Disability Insurance, at a cost of $_____________. If credit
    life insurance and/or credit disability insurance is elected the total
    cost of this insurance is shown in Item 4d at left for the entire term
    of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health
of Insured Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

DEBT CANCELLATION COVERAGE ELECTION

DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER
The person(s) signing this Debt Cancellation Coverage election (check
applicable box)

/ / Request(s) Debt Cancellation Coverage cancelling all or part of the
remaining balance due on this contract when the vehicle securing this
contract is a total loss as the result of theft, confiscation or physical
damage and the settlement payment, if any, made by my (our) primary
automobile insurance is not sufficient to pay that balance. If Debt
Cancellation Coverage is elected the cost of the coverage is shown in item 4e
at left for the entire term of this contract, unless the term is set forth
herein:_________ months.
/ / Do(es) not want any Debt Cancellation Coverage.

-------------------------------------------------------------------------------
Customer's Signature to above statement                        Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                     Date



-------------------------------------------------------------------------------
LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED.
I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company
-------------------------------------------------------------------------------

To contact Seller about this account call the telephone number beneath the
Seller's address above. This contract is subject in whole or in part to Texas
law which is enforced by the Consumer Credit Commissioner, 2601 North Lamar
Boulevard, Austin, Texas 78705-4207. Phone Numbers: (512) 479-1285 (Austin);
(214) 263-2016 (Dallas); (713) 461-4074 (Houston); and (800) 538-1579 (toll
free). Contact the Commissioner relative to any inquiries or complaints.

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------
NOTICES TO THE BUYER - DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES. YOU ARE ENTITLED TO A COPY OF THE CONTRACT YOU
SIGN, UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT
DUE AND UNDER CERTAIN CONDITIONS SAVE A PORTION OF THE FINANCE CHARGE. KEEP
THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS.
-------------------------------------------------------------------------------
I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE
<Page>

TERMS AND CONDITIONS

SECURITY INTEREST- You will retain and each Customer Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle and all proceeds thereof
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds and proceeds of all
debt cancellation coverage relating to persons or property including return
or unearned premiums, unearned debt cancellation changes and the proceeds of
any service contract, for application to the unpaid balance I direct any
insurer to pay you directly. In the event of default you may cancel all
insurance, all debt cancellation coverage and any service contract and credit
any refund to the unpaid balance if permitted by law. I waive all marital
rights and exemptions relating to any property in which I have granted you a
security interest.

DEFAULT- If you accept late payments or partial payments, that does not mean
you will accept other late or partial payments. If I do not make any of my
scheduled payments on its due date, or if any of the following occurs and the
prospect of payment, performance or realization of the Collateral is
impaired: I die, the credit application I furnished to you is false or
misleading in any material respect, all or any part of the Collateral or any
interest therein is sold, transferred, encumbered, leased or rented (whether
voluntarily, by operation of law or otherwise) without your advance written
consent, I do not comply with any other requirement of this contract,
bankruptcy or insolvency proceedings are brought by or against me, I abandon
the Collateral, or a court officer such as a trustee, receiver  or
sequestrator is appointed to take possession of my property or the
Collateral, then the full unpaid amount financed and accrued and unpaid
finance charge and all other amounts I then owe you under this contract will
become due, if you desire, without your advising me.

REMEDIES- If I have not met the requirements of this contract you may
peaceably and lawfully repossess the Collateral. You have all the rights of a
secured party under the Uniform Commercial Code. If the vehicle is
repossessed and you discover personal property within the vehicle, you
will send me a written notice at my last known address within 15 days
of the discovery. If I do not claim the property within 30 days after written
notice is mailed or delivered you may retain the personal property subject to
my rights or dispose of the personal property in any reasonable manner and
distribute any proceeds according to applicable law. You have all the rights
of a secured party under the Uniform Commercial Code. If you sell my
Collateral, you have the right to sell to a dealer. If you have to give me
notice, 10 days is sufficient. The proceeds of the sale (minus the collection
expenses set forth below) will be credited to the unpaid balance on the
contract. If any money is left over after you have applied it to my
obligation under this contract, it will be paid to the persons legally
entitled to it, but if any money is still owing, I agree to pay you the
balance. I will pay your reasonable attorney's fees if this contract is
referred for collection to an attorney not your salaried employee, court
costs and disbursements and for your actual and reasonable out-of-pocket
expenses incurred in realizing on your security interest, including costs of
storing, reconditioning and reselling the Collateral. I will also pay you a
processing fee of $25 for each check, draft or other payment instrument
submitted to you in payment on this contract which is dishonored and returned
unpaid.

PREPAYMENT- If I pay in full ahead of schedule, I will pay an acquisition fee
of $25, but I will not be required to pay any portion of the Finance Charge
which you have not yet earned. If I prepay in part, there will be no changes
in the due dates or amounts of any monthly payments unless you so agree in
writing.

OTHER TERMS AND CONDITIONS

         I had a choice of paying either the cash price or the total sale
price and chose the latter.

TREATMENT OF COLLATERAL- I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS- If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are
cumulative. If anything in this contract is not valid or consistent with law
or regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES- I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate and such amount will be secured by the
Collateral. If I fail to file an insurance claim within 60 days after a
casualty to the Collateral you may file a claim and settle it with the
insurance company on whatever terms you decide and I irrevocably appoint you
as my agent for this purpose.

INSURANCE- I understand that I am responsible for any damage to the
Collateral and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us, in an amount either equal to the value of the
Collateral or less at your option.

FURTHER INSURANCE PROVISIONS- The credit insurance and/or the debt
cancellation charges, respectively, included in this contract may have to be
adjusted upon issuance of the policy or certificate. If the credit insurance
charge and/or the debt cancellation charges, respectively, included in this
contract exceeds the actual cost, I understand that I will receive an
appropriate credit. If the actual cost of the credit insurance and/or the
debt cancellation charges, respectively, obtained by or through you, whether
under this contract or as a result of my subsequent request, exceeds the
insurance charge or debt cancellation charge, included in the contract, or if
you obtain insurance covering the Collateral because I fail to [ILLEGIBLE]
because my insurance is cancelled and not renewed you may, but will not be
obligated to, pay the appropriate amount for me and add the amount paid to
the amount I owe under this contract, in which event I agree to reimburse
such amount to you, either in a lump sum on your demand or in equal
installments over the remaining term, concurrent with remaining installments
as you choose, together with interest at the Annual Percentage Rate disclosed
on the face of this contract if permitted by law or, if not, at the highest
lawful rate, and such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS- All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS- You can delay enforcing, or fail to enforce any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS- IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

         EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD
AS IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
HOWEVER, IF YOU MAKE A WRITTEN WARRANTY COVERING THE VEHICLE OR, WITHIN 90
DAYS FROM THE DATE OF THIS CONTRACT, YOU EXTEND A SERVICE CONTRACT COVERING
THE VEHICLE, THIS EXCLUSION OF WARRANTIES WILL NOT AFFECT ANY IMPLIED
WARRANTIES DURING THE TERM OF THE APPLICABLE WRITTEN WARRANTY OR SERVICE
CONTRACT. A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES
MAY BE MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND
SIGNED BY YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW,
THAT PART WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN
IN FORCE.

         If the box on the front of this contract warranting that the vehicle
is being purchased for personal, family or household purposes is checked, the
following notice applies, otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

         This contract shall be governed by the laws of the State of Texas

--------------------------------------------------------------------------------

                                    GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

         I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the
same rights as are waived in the section above entitled "Obligations of
Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                         SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Installment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right,
title and interest of Seller in the vehicle, to the Assignee named on the
face of this Contract, its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and for the same consideration Seller agrees that this assignment is subject
to the following terms and conditions, as well as the terms and conditions
contained in any underlying dealer agreement of Seller:

1.       Seller represents and warrants that (a) the Contract is genuine, has
been duly executed by Seller and the Customer(s), Co-Customer(s),
Guarantor(s) and Non-Customer Co-Owner(s) named therein (hereinafter called
"Customer") and is in all respects what it purports to be, (b) all statements
of fact contained in the Contract are true and were expressly set forth in
the Contract before the Customer signed it, (c) the statements made in the
credit application are correct; (d) the vehicle (hereinafter called "goods")
referred to in the Contract has been delivered by Seller to Customer, and
Seller, at the time of such delivery, had good title to said goods and the
right to transfer title thereto, and said goods are free of all security
interests, liens or other encumbrances except the security interest and liens
created in the Contract; (e) Seller has or will forthwith cause a document of
title to be obtained on said goods, which document of title will show in
proper legal form a first priority security interest in Assignee's favor; (f)
the cash price set forth in the Contract represents sound value and the total
downpayment made by Customer is correctly stated in the Contract; (g) no part
of said downpayment was borrowed and, to the knowledge of Seller, there has
been no extension of credit (other than that recited in the Contract) nor is
there to be any extension of credit directly or indirectly to Customer in
connection with Customer's purchase of said goods from Seller, (h) said goods
are as represented by Seller to Customer; (i) Seller has no reason to believe
that Customer has ever violated any laws concerning liquor or narcotics; (j)
all of the parties to the Contract have the capacity to contract and Seller
has no knowledge of any fact which impairs the validity of the Contract; (k)
the goods are merchantable and fit for the purpose intended and no warranties
of any kind or character, express or implied, have been or will be breached
with respect to said goods, (l) Seller has properly complied with all
applicable laws and regulations, including but not limited to the provisions
of the Equal Credit Opportunity Act (including regulations thereunder) and
the Federal Truth in Lending Act (including regulations thereunder),
pertaining to the transaction evidenced by the Contract; and (m) the Contract
is valid, binding and enforceable against all parties thereto.

2.       UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS, SELLER AGREES TO
REPURCHASE THE CONTRACT FROM ASSIGNEE, ON DEMAND, BY PAYING TO ASSIGNEE AT
THE OFFICE OF ASSIGNEE AN AMOUNT EQUAL TO THE ENTIRE UNPAID BALANCE AND
ACCRUED FINANCE CHARGE THEN OWING ON THE CONTRACT PLUS ANY AND ALL COSTS AND
EXPENSES INCURRED BY ASSIGNEE WITH RESPECT THERETO, AND SELLER FURTHER AGREES
TO DEFEND AND INDEMNIFY ASSIGNEE AGAINST ANY CLAIM, SUIT, LOSS OR EXPENSE
(INCLUDING ATTORNEY'S FEES) ARISING OUT OF ANY SUCH OCCURRENCE, WHETHER
BEFORE OR AFTER SELLER HAS REPURCHASED THE CONTRACT: (a) THE RECEIPT AT ANY
TIME BY ASSIGNEE OF INFORMATION SHOWING THAT ANY REPRESENTATION OR WARRANTY
MADE BY SELLER IN PARAGRAPH 1 ABOVE HAS BEEN BREACHED OR IS FALSE, MISLEADING
OR ERRONEOUS; OR (b) THE RECEIPT BY ASSIGNEE FROM CUSTOMER OF NOTICE OF ANY
CLAIM OR DEFENSE, WHETHER MERITORIOUS OR NOT, OF CUSTOMER IN CONNECTION WITH
THE CONTRACT OR THE SALE OF SAID GOODS.

3.       If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer, and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.       If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.       All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                              SUBSEQUENT ASSIGNMENT

         FOR VALUABLE CONSIDERATION, the receipt whereof is hereby
acknowledged, the undersigned, pursuant to the current Operating Agreement
between the parties, hereby sells, transfers and sets over unto
____________________________ (the "Subsequent Assignee"), its successors and
assigns, this Retail Installment Contract, hereby granting full power to the
Subsequent Assignee in its own name or in the name of the Seller to take all
such legal or other proceedings as the Seller or the undersigned might have
taken but for this assignment. This assignment is without recourse to the
undersigned and without representation or warranty by the undersigned except
as provided in said Operating Agreement or such other agreement or agreements
as may be in effect between the undersigned and Subsequent Assignee.

                                               LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________


<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will pay you the maximum late charge permitted by law. Currently
                   that charge is 5% of the late amount of the payment or $12.50, whichever is less.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1  Cash Price (including a service contract at a cost of $______) $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life and/or Credit                             Paid to the
      Disability Insurance ................. $__________    Insurance Company *
   e. ______________________________________ $__________ Paid to ______
   f. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f) ...................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.



-------------------------------------------------------------------------------



                              SERVICE CONTRACT
                              ----------------
Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                    Service Contract Price: $__________________

Service Contract Administrator:________________________________________________

Term:_____________________________________________________ My Initials_________

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

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CREDIT INSURANCE ELECTION
CONSUMER CREDIT INSURANCE IS NOT REQUIRED TO OBTAIN CREDIT AND WILL NOT BE
PROVIDED UNLESS YOU SIGN AND AGREE TO PAY THE ADDITIONAL COST.
The person(s) signing this insurance election (check applicable box(es))
    Request(s)
    / / Credit Life Insurance, at a cost of $___________.
    / / Credit Disability Insurance, at a cost of $___________. If credit life
    insurance and/or credit disability insurance is elected the total cost of
    this insurance is shown in Item 4d at left for the entire term of this
    contract, unless the terms is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health
of Insured Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INCLUDE LIABILITY INSURANCE COVERAGE FOR
BODILY INJURY OR PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.

-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE
<Page>

TERMS AND CONDITIONS

SECURITY INTEREST- You will retain and each Customer, Co-Customer and Non
Customer Co Owner signing this contract grants you a security interest under
the Uniform Commercial Code in the vehicle including any property now or
later installed in or affixed to the vehicle, and all proceeds thereof until
I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract I assign to you any insurance proceeds relating to persons or
property, including return or unearned premiums and the proceeds of any
service contract for application to the unpaid balance I direct any insurer
to pay you directly. In the event of default you may cancel all insurance and
any service contract and credit any refund to the unpaid balance if permitted
by law and after the expiration of the period set forth in whatever notice,
if any, is required by law. I waive all marital rights and exemptions
relating to any property in which I have granted you a security interest I
authorize you to sign my name to any documents necessary to transfer title to
the vehicle or to carry out the provisions of this contract.

DEFAULT- If any part of any payment is more than 10 days late, I will pay you
the maximum late charge permitted by law. Currently that charge is 5% of
the late amount of the payment or $12.50, whichever is less. If you accept
late payments or partial payments, that does not mean you will accept other
late or partial payments. If I do not make any of my scheduled payments on
its due date, or if any of the following occurs and the prospect of payment,
performance or realization of the Collateral is significantly impaired I die,
the credit application I furnished to you is false or misleading in any
material respect, all or any part of the Collateral or any interest therein
is sold, transferred, encumbered, leased or rented (whether voluntarily, by
operation of law or otherwise) without your advance written consent, I do not
comply with any other requirement of this contract, bankruptcy or insolvency
proceedings are brought by or against me, I abandon the Collateral, or a
court officer such as a trustee, receiver or sequestrator is appointed to
take possession of my property or the Collateral then the full unpaid amount
financed and accrued and unpaid finance charge and all other amounts I then
owe you under this contract will become due, if you desire, after the
expiration of the period set forth in whatever notice, if any, is required by
law.

REMEDIES- If I have not met the requirements of this contract, you may
peaceably and lawfully repossess the Collateral after the expiration of the
period set forth in whatever notice, if any, is required by law. Except to
the extent otherwise provided in the South Carolina Consumer Protection Code,
you have all the rights of a secured party under the Uniform Commercial Code
I will send written notice to you by certified mail, return receipt
requested, within 1 week after repossession if I claim that any articles not
covered by this contract were in the Collateral at the time of repossession.
If I fail to do this I will have abandoned the articles left in the
Collateral and you will not have any responsibility to me to care for them.
If you sell my Collateral, you have the right to sell to a dealer. If you
have to give me notice, 10 days is sufficient. The proceeds of the sale
(minus the collection expenses set forth below) will be credited to the
unpaid balance on the contract. If any money is left over after you have
applied it to my obligation under this contract, it will be paid to the
persons legally entitled to it, but if any money is still owing and the
original cash price was more than $3750. I agree to pay you the balance. If
this contract is referred to an attorney not your salaried employee for
collection, I will pay your reasonable attorneys' fees not to exceed 15% of
the unpaid debt. I will also pay all reasonable expenses you incur in
realizing on your security interest.

PREPAYMENT- I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of the
Finance Charge which you have not yet earned. If I prepay in part, there will be
no changes in the due dates or amounts of any monthly payments unless you so
agree in writing.

OTHER TERMS AND CONDITIONS

         I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL- I agree to keep the Collateral free from loss, damage
or destruction, in good condition and repair and free from all liens. I will
not substantially modify it or permit anything to be done to it that would
impair its value, reasonable wear and tear excepted. I will not move it from my
address except for temporary periods in its normal and customary use. I will
give you prior written notice of any change in my residence or domicile I will
not sell or give the Collateral away, or rent it out or use it or permit it to
be used illegally. You are entitled to any proceeds from the sale of the
Collateral, but this right does not waive any rights you have in the Collateral
and does not permit me to sell or transfer the Collateral in violation of this
contract. Any notices you send me are sufficient if sent to my last address
shown on your records.

MISCELLANEOUS- If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are
cumulative. If anything in this contract is not valid or consistent with law
or regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES- I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to pay them
for me and add the amount paid to the amount I owe under this contract in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate and such amount will be secured by the
Collateral If I fail to file an insurance claim within 60 days after a
casualty to the Collateral you may file a claim and settle it with the
insurance company on whatever terms you decide, and I irrevocably appoint you
as my agent for this purpose.

INSURANCE- I understand that I am responsible for any damage to the
Collateral and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long term loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us, in an amount either equal to the value of the
Collateral or less at your option.

FURTHER INSURANCE PROVISIONS- The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, you
may, but will not be obligated to, pay the appropriate amount for me and add
the amount paid to the amount I owe under this contract in which event I
agree to reimburse such amount to you, either in a lump sum on your demand or
in equal installments over the remaining term concurrent with remaining
installments, as you choose, together with interest at the Annual Percentage
Rate disclosed on the face of this contract if permitted by law or, if not,
at the highest lawful rate, and such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS- All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS- You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS- IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
HOWEVER, IF YOU MAKE A WRITTEN WARRANTY COVERING THE VEHICLE OR, WITHIN 90
DAYS FROM THE DATE OF THIS CONTRACT, YOU EXTEND A SERVICE CONTRACT COVERING
THE VEHICLE, THIS EXCLUSION OF WARRANTIES WILL NOT AFFECT ANY IMPLIED
WARRANTIES DURING THE TERM OF THE APPLICABLE WRITTEN WARRANTY OR SERVICE
CONTRACT. A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES
MAY BE MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND
SIGNED BY YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW,
THAT PART WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN
IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of South
Carolina.

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                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty.
The words "you" and "your" refer to the Holder of this contract.
The word "Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees, court
costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

______________________________(Seal)     ______________________________________
                                                                      (Address)

______________________________(Seal)     ______________________________________
                                                                      (Address)

                       SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Installment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right
title and interest of Seller in the vehicle, to the Assignee named on the
face of this Contract its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and, for the same consideration, Seller agrees that this assignment is
subject to the following terms and conditions, as well as the terms and
conditions contained in any underlying dealer agreement of Seller:

1. Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be, (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor, (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract, (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2. Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether before
or after Seller has repurchased the Contract; (a) the receipt at any time by
Assignee of information showing that any representation or warranty made by
Seller in paragraph 1 above has been breached or is false, misleading or
erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense whether meritorious or not of Customer in connection with
the Contract or the sale of said goods.

3. If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)" such guaranty shall
be limited to the maximum dollar amount set forth and or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth), (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4. If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5. All rights and remedies of Assignee hereunder are cumulative and exclusive
of any other rights or remedies which Assignee may otherwise have against
Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.
THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

      ASSIGNMENT (FULL RECOURSE)                    REPURCHASE AGREEMENT

Seller:______________________________     Seller:______________________________

By __________________________________     By:__________________________________
         Authorized Agent                              Authorized Agent

                              ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty______________     Number of Months_____________________

Seller ______________________________

By __________________________________
         Authorized Agent

                            SUBSEQUENT ASSIGNMENT
     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and
without representation or warranty by the undersigned except as provided in
said Operating Agreement or such other agreement or agreements as may be in
effect between the undersigned and Subsequent Assignee.

                                                 LONG BEACH ACCEPTANCE CORP.

Date ________________________________     By __________________________________
<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security:       I am giving a security interest in the goods or property being purchased.
 Prepayment      If I pay off early, I will not have to pay a penalty.
 Filing Fees:    $_______________________

 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life
      and Disability Insurance ............. $__________    Paid to the
   e. Vendor's Single Interest Insurance ... $__________    Insurance Company
   f. Service Contract ..................... $__________
   g. ______________________________________ $__________ Paid to ______
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.



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                               SERVICE CONTRACT

Although I am not required to do so, by initaling below I am indicating that I
choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                 Service Contract Price: $ ___________________

Service Contract Administrator: ______________________________________________

Term: ______________________________________________ My initials _____________


-------------------------------------------------------------------------------
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ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $__________,
and is reflected in Item 4e at left. VENDOR'S SINGLE INTEREST INSURANCE IS
SOLELY FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR
THE BENEFIT OF THE CUSTOMER OR CO-CUSTOMER.

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CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

IT IS UNDERSTOOD THAT INSURANCE COVERAGE WHICH WOULD PROTECT THE PURCHASER
UNDER THE RHODE ISLAND MOTOR VEHICLE SAFETY RESPONSIBILITY ACT IS NOT
INCLUDED IN THE PURCHASE OF THE HEREIN DESCRIBED MOTOR VEHICLE.

     THE PURCHASE HAS RECEIVED A COPY OF THIS STATEMENT.

-------------------------------------------------------------------------------
Purchaser's (Customer's) Signature

-------------------------------------------------------------------------------
Purchaser's (Co-Customer's) Signature

-------------------------------------------------------------------------------
Seller's Signature


I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALLMENT CONTRACT WHICH
WAS FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

RI MV (11/95)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return of unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of a default in payment, you may cancel all
insurance and any service contract and credit any refund to the unpaid balance
if permitted by law. I waive all marital rights and exemptions relating to any
property in which I have granted you a security interest. In the event of a
default in payment you may sign my name to any documents necessary to transfer
title to the vehicle or otherwise to enforce your security interest.

DEFAULT--If you accept late payments or partial payments, that does not mean
you will accept other late or partial payments. If I do not make any of my
scheduled payments on its due date, or if I die, or if the credit application
I furnished to you is false or misleading in any material respect, or if all
or any part of the Collateral or any interest therein is sold, transferred,
encumbered, leased or rented (whether voluntarily, by operation of law or
otherwise) without your advance written consent, or if I do not comply with
any other requirement of this contract, or if bankruptcy or insolvency
proceedings are brought by or against me, or if I abandon the Collateral, or
if a court officer such as a trustee, receiver or sequestrator is appointed
to take possession of my property or the Collateral, the full unpaid amount
financed and accrued and unpaid finance charge and all other amounts I then
owe you under this contract will become due, if you desire, without your
advising me.

REMEDIES--If I have not met the requirements of this contract, you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to do so. You have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract were in the Collateral at the time of
repossession. If I fail to do this I will have abandoned the articles left in
the Collateral and you will not have any responsibility to me to care for
them. The proceeds of the sale (minus your reasonable attorney's fees, court
costs and expenses of retaking, storing and reselling the Collateral) will be
credited to the unpaid balance on the contract. If any money is left over
after you have applied it to my obligation under the contract, it will be paid
to the persons legally entitled to it, but if any money is still owing, I
agree to pay you the balance. I will pay your reasonable attorney's fees and
court costs if you refer this contract to an attorney for collection. I will
also pay you the maximum charge permitted by Rhode Island law for each check,
draft or other payment instrument submitted to you in payment on this contract
which is dishonored by nonacceptance or nonpayment and for which I do not make
payment in full after such notice and the expiration of such time period as
required by Rhode Island law.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of my monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate, and such amount will be secured by
the Collateral. In the event of a default in payment, if I fail to file an
insurance claim within 60 days after a casualty to the Collateral you may
file a claim and settle it with the insurance company on whatever terms you
decide, and I irrevocably appoint you as my agent for this purpose.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage including Vendor's Single
Interest Insurance if the law permits you to charge me for that insurance.
The insurance I obtain, which must be satisfactory to you and which must be
in an amount at least equal to the value of the Collateral, will contain a
long term loss payable clause endorsement naming you or anyone to whom you
assign this contract as loss payee. If I do not buy insurance, or if at any
time during the term of this contract the insurance is cancelled or cannot be
obtained for any reason, I understand that you may if you choose obtain
insurance protecting both or either of us, in an amount either equal to the
value of the Collateral or less at your option.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the
Collateral because I fail to or because my insurance is cancelled and not
renewed, you may, but will not be obligated to, pay the appropriate amount
for me and add the amount paid to the amount I owe under this contract,
in which event I agree to reimburse such amount to you, either in a lump sum
on your demand or in equal installments over the remaining term, concurrent
with remaining installments, as you choose, together with interest at the
Annual Percentage Rate disclosed on the face of this contract if permitted by
law or, if not, at the highest lawful rate, and such amount will be secured
by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies, otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Rhode Island.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract;
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________


<Page>

<Table>
<S><C>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received (unless a date is filled in below for the date on which you start charging finance charge) in
satisfactory condition the vehicle described below, including attachments, equipment, accessories and related services (referred
to collectively in this contract as "vehicle"), under the terms and provisions on the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security:       I am giving a security interest in the goods or property being purchased.
 Prepayment:     If I pay off early, I may be be entitled to a refund of part of the finance charge.
 Filing Fees:    $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life
      and Disability Insurance ............. $__________    Paid to the
   e. Service Contract ..................... $__________    Insurance Company
   f. ______________________________________ $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g) .................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Total of Payments in accordance with
the payment schedule set forth above. The Customer and Co-Customer are
jointly and severally liable to you. This means that you can collect any
amounts owed from either the Customer or the Co-Customer individually or from
both of us jointly. Upon payment in full of this contract, assuming that the
vehicle is still located in the state shown above, I will have to pay a
$ ___________________ (estimated) fee to public officials to release of
record the security interest taken by you as set forth on the reverse side of
this contract.

-------------------------------------------------------------------------------

Date you start charging finance charge, if not the same as the date of this
contract: ____________, 19_____ (if a date is filled in, it means that I have
not yet received the vehicle, but expect to receive it by that date).

-------------------------------------------------------------------------------

                                 SERVICE CONTRACT

Although I am not required to do so, by intialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                     Service Contract Price: $_________________

Service Contract Administrator: _______________________________________________

Term: ___________________________________________________My Initials___________

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

IT IS UNDERSTOOD THAT INSURANCE COVERAGE WHICH WOULD PROTECT THE PURCHASER
UNDER THE RHODE ISLAND MOTOR VEHICLE SAFETY RESPONSIBILITY ACT IS NOT
INCLUDED IN THE PURCHASE OF THE HEREIN DESCRIBED MOTOR THE PURCHASE OF THE
HEREIN DESCRIBED MOTOR VEHICLE.

     THE PURCHASER HAS RECEIVED A COPY OF THIS STATEMENT.


-------------------------------------------------------------------------------
Purchaser's [Customer's] Signature


-------------------------------------------------------------------------------
Purchaser's [Co-Customer's] Signature


-------------------------------------------------------------------------------
Seller's Signature


I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:


-------------------------------------------------------------------------------
Agent's Name and Address


-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALLMENT CONTRACT WHICH
WAS FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.



-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE
<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return or unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of a default in payment, you may cancel all
insurance and any service contract and credit any refund to the unpaid
balance if permitted by law. I waive all marital rights and exemptions
relating to any property in which I have granted you a security interest. In
the event of a default in payment, you may sign my name to any documents
necessary to transfer title to the vehicle or, otherwise, to enforce your
security interest.

DEFAULT--If you accept late payments or partial payments, that does not mean
you will accept other late or partial payments. If I do not make any of my
scheduled payments on its due date, or if I die, or if the credit application
I furnished to you is false or misleading in any material respect, or if all
or any part of the Collateral or any interest therein is sold, transferred,
encumbered, leased or rented (whether voluntarily, by operation of law or
otherwise) without your advance written consent, or if I do not comply with
any other requirement of this contract, or if bankruptcy, or insolvency
proceedings are brought by or against me, or if I abandon the Collateral, or
if a court officer such as a trustee, receiver or sequestrator is appointed
to take possession of my property or the Collateral, the full amount I owe,
after deducting the charges which you have not yet earned, will become due,
without your advising me. The charges which you have not yet earned will be
computed according to applicable law, but in any event will not be less than
the refund that would be given if I prepaid this contract in full on the date
the full amount I owe, less deductions, becomes due.

REMEDIES--If I have not met the requirements of this contract, you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to do so. You have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract were in the Collateral at the time of
repossession. If I fail to do this I will have abandoned the articles left in
the Collateral and you will not have any responsibility to me to care for
them. The proceeds of the sale (minus your reasonable attorney's fees, court
costs and expenses of retaking, storing and reselling the Collateral) will be
credited to the unpaid balance on the contract. If any money is left over
after you have applied it to my obligation under this contract, it will be
paid to the persons legally entitled to it, but if any money is still owing,
I agree to pay you the balance. I will pay your reasonable attorney's fees
and court costs if you refer this contract to an attorney for collection. I
will also pay you the maximum charges permitted by Rhode Island law for each
check, draft or other payment instrument submitted to you in payment on this
contract which is dishonored by nonacceptance or nonpayment and for which I
do not make payment in full after such notice and the expiration of such time
period as required by Rhode Island law.

REBATE FOR PREPAYMENT--At any time, I have the right to pay this contract in
full or to pay more than my schedule requires. If I pay in full ahead of
schedule, you will refund the unearned Finance Charge. The amount of refund
will be determined by using the method called the "Actuarual" method. You
will subtract $10 from the Finance Charge before figuring the refund. You
will not pay me any refund under $1.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss, damage
or destruction, in good condition and repair and free from all liens. I will
not substantially modify it or permit anything to be done to it that would
impair its value, reasonable wear and tear excepted. I will not move it from
my address except for temporary periods in its normal and customary use. I
will give you prior written notice of any change in my residence or domicile.
I will not sell or give the Collateral away, or rent it out, or use it or
permit it to be used illegally. You are entitled to any proceeds from the
sale of the Collateral, but this right does not waive any rights you have in
the Collateral and does not permit me to sell or transfer the Collateral in
violation of this contract. Any notices you send me are sufficient if sent to
my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse you either in a lump sum on your demand or
in equal installments over the remaining term, concurrent with remaining
installments, as you choose, together with interest at the Annual Percentage
Rate disclosed on the face of this contract if permitted by law or, if not,
at the highest lawful rate. In the event of a default in payment, if I fail
to file an insurance claim within 60 days after a casualty to the Collateral
you may file a claim and settle it with the insurance company or whatever
terms you decide, and I irrevocably appoint you as my agent for this purpose.

INSURANCE--I understand that I am responsible for any damage to the Collateral,
and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, I
agree to reimburse you, either in a lump sum on your demand or in equal
installments over the remaining term, concurrent with remaining installments,
as you choose, together with interest at the Annual Percentage Rate disclosed
on the face of this contract if permitted by law or, if not, at the highest
lawful rate.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Rhode
Island.

-------------------------------------------------------------------------------

                                    GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The words
"you" and "your" refer to the Holder of this contract.  The word "Customer"
includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees, court
costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                     SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Installment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right,
title and interest of Seller in the vehicle, to the Assignees named on the
face of this Contract, its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and, for the same consideration. Seller agrees that this assignment is
subject to the following terms and conditions, as well as the terms and
conditions contained in any underlying dealer agreement of Seller:

1.   Seller represents and warrants that (a) the Contract is genuine, has
been duly executed by Seller and the Customer(s), Co-Customer(s),
Guarantor(s) and Non-Customer Co-Owner(s) named therein (hereinafter called
"Customer") and is in all respects what it purports to be; (b) all statements
of fact contained in the Contract are true and were expressly set forth in
the Contract before the Customer signed it; (c) the statements made in the
credit application are correct; (d) the vehicle (hereinafter called "goods")
referred to in the Contract has been delivered by Seller to Customer, and
Seller, at the time of such delivery, had good title to and said goods and
the right to transfer title thereto, and said goods are free of all security
interests, liens or other encumbrances except the security interest and liens
created in the Contract, (e) Seller has or will forthwith cause a document of
title to be obtained on said goods, which document of title will show in
proper legal form a first priority security interest in Assignee's favor, (f)
the cash price set forth in the Contract represents sound value and the total
downpayment made by Customer is correctly stated in the Contract; (g) no part
of said downpayment was borrowed and, to the knowledge of Seller, there has
been no extension of credit (other than that recited in the Contract) nor is
there to be any extension of credit directly or indirectly to Customer in
connection with Customer's purchase of said goods from Seller; (h) said goods
are as represented by Seller to Customer, (i) Seller has no reason to believe
that Customer has ever violated any laws concerning liquor or narcotics; (j)
all of the parties to the Contract have the capacity to contract and Seller
has no knowledge of any fact which impairs the validity of the Contract; (k)
the goods are merchantable and fit for the purpose intended and no warranties
of any kind or character, express or implied, have been or will be breached
with respect to said goods; (l) Seller has properly complied with all
applicable laws and regulations, including but not limited to the provisions
of the Equal Credit Opportunity Act (including regulations thereunder) and
the Federal Truth in Lending Act (including regulations thereunder),
pertaining to the transaction evidenced by the Contract, and (m) the Contract
is valid, binding and enforceable against all parties thereto.

2.   Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether before
or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false,
misleading or erroneous; or (b) the receipt by Assignee from Customer of
notice of any claim or defense, whether meritorious or not, of Customer in
connection with the Contract or the sale of said goods.

3.   If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to, pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer, and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by paying
to Assignee at the office of Assignee an amount equal to the entire unpaid
balance and accrued finance charge then owing on Contract plus any and all
costs and expenses incurred by Assignee in connection therewith, except as
modified by any underlying dealer agreement of Seller.

5.   All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                               SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto _________________________
__________________________(the "Subsequent Assignee"), its successors and
assigns, this Retail Installment Contract, hereby granting full power to the
Subsequent Assignee in its own name or in the name of the Seller to take all
such legal or other proceedings as the Seller or the undersigned might have
taken but for this assignment. This assignment is without recourse to the
undersigned and without representation or warranty by the undersigned except
as provided in said Operating Agreement or such other agreement or agreements
as may be in effect between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________          By:________________________________________
                                                                        (Date)


<Page>

<Table>
<Caption>
<S><C>

LONG BEACH ACCEPTANCE CORP.

                                               TRUTH IN LENDING DISCLOSURE STATEMENT
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   FINANCE CHARGE          AMOUNT FINANCED        TOTAL OF PAYMENTS           TOTAL SALE PRICE
The cost of your credit  The dollar amount the   The amount of credit   The amount you will have    The total cost of your purchase
as a yearly rate.        credit will cost you.   provided to you or on  paid after you have made    on credit, including your down
                                                 your behalf.           all payments as scheduled.  payment of $___________________
           %             $                       $                      $                           $
-----------------------------------------------------------------------------------------------------------------------------------

  YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------   SECURITY: You are giving a security interest in
Number of Payments       Amount of Payments       When Payments are Due                   the goods or property being purchased
-----------------------------------------------------------------------------
                                                  Monthly starting              FILING FEES: $_______________________________
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
LATE CHARGE: If a payment is more than 10 days late, you will be charged a late charge of $10.00.                "e" means estimate
PREPAYMENT: If you pay off early, you may be entitled to a refund of part of the finance charge.
See your contact documents for additional information about nonpayment, default, required repayment in full before the scheduled
date, and prepayment refunds and penalties.

-----------------------------------------------------------------------------------------------------------------------------------

                                            RETAIL INSTALLMENT SALE AGREEMENT

                                                                Date _______________

BUYER______________________________________________________________________________________________________________________________
                        (Name)                   (No. and Street)                   (City)                    (State and Zip Code)

BUYER______________________________________________________________________________________________________________________________
                        (Name)                   (No. and Street)                   (City)                    (State and Zip Code)

SELLER_____________________________________________________________________________________________________________________________
                        (Name)                   (No. and Street)                   (City)                    (State and Zip Code)

      In this Agreement the words "you" and "your" refer to each and all of the persons who sign as Buyer.
      The words "we," "our," and "us" refer to the organization named as Seller and to anyone to whom this Agreement is
      transferred
      We have today sold and you have today purchased and received in satisfactory condition the property described below. You
      had a choice of paying either the cash price or the total sale price and chose the total sale price.
      ASSIGNMENT: You understood that this Agreement will be assigned and transferred to Long Beach Acceptance Corp. ("LBAC").
      LBAC may assign this Agreement without your consent.
      THE PROPERTY: This Agreement contains the terms and conditions of your purchase of the following property (referred to in
      this Agreement as the "Property") from the Seller.

-------------------------------------------------------------------------------------------------
NEW   / /      YEAR       MAKE          MODEL              SERIAL NO.           KEY NO.
USED  / /
-------------------------------------------------------------------------------------------------
Additional Description:
-------------------------------------------------------------------------------------------------
Other Special Equipment: / /Radio  / /Automatic Transmission  / /Power Steering  / /Power Brakes  / /Air Conditioner  Other _______

You agree to use the Property primarily for / / personal, family or household purposes or / / business or agricultural purposes

The Property will be kept at your address above or ________________________________________________________________________________

If you change address where the Property is kept before the Property is fully paid for, you agree to tell us in writing of the
new address.
-----------------------------------------------------------------------------------------------------------------------------------
                                     STATE DISCLOSURES AND ITEMIZATION OF AMOUNT FINANCED

 1. CASH PRICE (Sales Tax $______)...............  $_________

 2. DOWN PAYMENT
    A. TRADE-IN          Make_______ Year _______
       Model ____________________________________
       Serial No. _______________________________
       Trade-In-Value ......$_________
    B. Unpaid Balance
       Owing ...............$_________
    C. Net Trade-In-Amount ............ $_________
    D. Cash Down Payment .............. $_________
    E. TOTAL DOWN PAYMENT
       (Item 2C plus Item 2D).......... $_________

 3. UNPAID BALANCE OF CASH PRICE
    (Item 1 less Item 2E) ........................ $_________

 4. OFFICIAL FEES (FILING FEES PAID TO
    PUBLIC OFFICIALS) ............................ $_________

 5. OTHER CHARGES

    A. To Seller ...................... $ ________
    B. To Insurance Company
       Credit Life Insurance .......... $ ________
       Credit Disability Insurance .... $ ________
       Collision Insurance ............ $ ________
       Comprehensive Insurance ........ $ ________
    C. To Others (specify name and
       purpose):
       ________________________________ $ ________
       ________________________________ $ ________

 6. TOTAL OTHER CHARGES .......................... $_________
 7. AMOUNT FINANCED
    (Item 3 plus Item 4 plus Item 6).............. $_________
 8. FINANCE CHARGE ............................... $_________
 9. TOTAL OF PAYMENTS (Item 7 plus Item 8) ....... $_________
10. TOTAL SALE PRICE (Item 1 plus Item 4 plus
    Item 6 plus Item 8) .......................... $_________

PROMISE TO PAY: You promise to pay the Total of Payments (Item 9 above) in ________ equal consecutive monthly installments of
$________________ each. You will begin making installment payments on __________________________ 19___ and will continue to make
payments on the same day each month until the Total of Payments is paid in full.

PROPERTY INSURANCE: You promise to keep the Property insured for its full value against loss or damage by fire, collision, theft
or any casualty with an insurance company acceptable to us. The policy must say that the Seller, or anyone this Agreement is
transferred to, is to be paid if there is a loss. If we ask you, you promise to deliver the policy to us. If we receive payment
of a claim, we may choose to let you use the money to repair the damage to the Property, or we may use the money to reduce the
amount you owe us. We can insure the Property (although we don't have to) if you do not. If we pay any insurance premiums, we
will add the amount we pay to the amount you owe us. This amount is payable by you upon demand by us with interest until paid, at
the interest rate stated in the "Annual Percentage Rage" box in the Truth in Lending Disclosure Statement for this Agreement if
permitted by law or, if not, at the highest lawful rate.

YOU MAY OBTAIN PROPERTY INSURANCE FROM ANYONE YOU WANT THAT IS ACCEPTABLE TO US; IF YOU GET THE INSURANCE FROM US YOU AGREE TO
PAY THE FOLLOWING CHARGES.

A. Collision Insurance for a term of ______ months with a deductible of $____________ at a cost of $____________
B. Comprehensive Insurance (Fire and Theft) for a term of ______ months with a deductible of ____________ at a cost of $___________
C. (Other) ________________________________________________________________________________________________________________________

   The total cost if obtained through us is ................... $_________________ (no property insurance coverages are included
   except as shown here and under Item 58 above)

THIS DOES NOT INCLUDE INSURANCE ON YOUR LIABILITY FOR BODILY INJURY OR PROPERTY DAMAGE, WITHOUT SUCH INSURANCE, YOU MAY NOT
OPERATE THIS VEHICLE ON PUBLIC HIGHWAYS.

CREDIT INSURANCE: CREDIT LIFE INSURANCE AND CREDIT DISABILITY INSURANCE ARE NOT REQUIRED TO OBTAIN CREDIT, AND WILL NOT BE
PROVIDED UNLESS YOU SIGN AND AGREE TO PAY THE ADDITIONAL COST.
-----------------------------------------------------------------------------------------------------------------------------------
      TYPE                       PREMIUM                                   SIGNATURE
-----------------------------------------------------------------------------------------------------------------------------------
 Credit Life Insurance                             I want Credit Life Insurance
                              $                      Signature ____________________________ Signature __________________________
-----------------------------------------------------------------------------------------------------------------------------------
 Credit Disability Insurance                       I want Credit Disability Insurance
                              $                      Signature __________________________
-----------------------------------------------------------------------------------------------------------------------------------
NOTICE: Only the person(s) who signs for Credit Insurance (either Credit Life or Credit Disability) will be insured See "Notice
of Proposed Insurance" or the Certificate of Insurance for more details.

                                                        NOTICE TO RETAIL BUYER
                                    DO NOT SIGN THIS CONTRACT IN BLANK.
                                    YOU ARE ENTITLED TO A COPY OF THE CONTRACT AT THE TIME YOU SIGN.
                                    KEEP IT TO PROTECT YOUR LEGAL RIGHTS.
BUYER(S) ACKNOWLEDGE(S) RECEIPT OF A COMPLETED COPY OF THIS CONTRACT AT THE TIME OF SIGNING AND AGREE(S) TO ALL ITS TERMS.

________________________________________________________________     ______________________________________________________________
Signature of Buyer                                   Date Signed     Signature of Buyer                                 Date Signed

                            NOTICE: SEE REVERSE SIDE FOR ADDITIONAL TERMS AND IMPORTANT INFORMATION
           THIS AGREEMENT is accepted by the Seller and assigned to Long Beach Acceptance Corp. (referred to in the
           Assignment as "LBAC") in accordance with the terms of the Assignment set forth on the reverse side.

 Seller:                                    By:                                     Title:
 _________________________________________     ____________________________________       _______________________________________

</Table>

<Page>

                 RETAIL INSTALLMENT SALE AGREEMENT

                       OTHER IMPORTANT TERMS


PREPAYMENT: You can prepay any amount due under this Agreement at any time.
If you prepay the whole amount you owe, any unearned part of the Finance
Charge will be rebated as explained below.

Your refund will be rebated under the commonly used "Actuarial Refund Method"
If the date on which the prepayment is made is within 12 months after the
first installment payment is due, you will be charged a prepayment penalty.
The amount of this penalty will be (a) $20.00 if the original Amount Financed is
$2,000.00 or less or (b) 1% of the original Amount Financed if the original
Amount Financed is more than $2,000.00 but not more than $5,000.00 or (c)
$100.00 if the original Amount Financed exceeds $5,000.00.

LATE CHARGE. If you have not made an installment payment within 10 days of
the date when it is due, you will pay a late charge of $10.00.

TAXES AND FEES: You promise to pay all taxes and fees relating to the
Property. If we ask, you promise to provide us with proof of any of these
payments. We can pay any of the taxes or fees if you don't (although we don't
have to). If we pay any taxes or fees, you promise to repay us on demand
together with interest at the Annual Percentage Rate disclosed on the front
if permitted by law or, if not, at the highest lawful rate.

SECURITY INTEREST: To secure what you owe under this Agreement, you give us
what is known as a security interest in the Property, including all proceeds
of the Property, and including all items, later installed or affixed to the
Property. This means that we have the right to sell the Property to repay
what you owe us if you are in default of this Agreement. You agree not to
sell, transfer or give away the Property without our prior written permission.

MAINTENANCE: You promise to maintain the Property in good condition and to
protect it against loss, damage and destruction from any cause.

OTHER PROMISES:
    You also promise to:
    1.  have our security interest shown on any document or certificate of
        title for the Property,
    2.  permit us to inspect the Property at all reasonable times, and
    3.  notify us immediately in writing at the address where you are making
        your payments if the Property is significantly damaged or stolen.

ENTIRE BALANCE DUE: If you haven't made a payment when you promised to make
it, or if an Event of Default happens (these are explained below) we can
declare the entire amount owing under this Agreement, after deducting any
charges we have not yet earned, due and payable at once without notice and
demand to you.

AN EVENT OF DEFAULT MEANS:
    1.  if you break one of your promises you have made under this Agreement;
        or
    2.  if you made any false or misleading statement on your application; or
    3.  if you become insolvent or file for bankruptcy; or
    4.  if you die or become incompetent; or
    5.  if any other creditor tries by legal process to take any of your
        property or money.

REPOSSESSION: If we declare the entire amount owing under this Agreement due
and payable in accordance with the terms of this Agreement, you promise to
deliver the Property to us. If you don't we can peacefully and lawfully enter
the premises where it is kept and take the Property without notice to you. If
we repossess the Property and if it contains items in which we do not have a
security interest, we will treat these items as abandoned unless you claim
these items by notifying us in writing within 10 days of the date of
repossession. We can sell the Property at a public or private sale. If the
law requires us to give you advance notice of this sale, you agree that 10
days will be enough notice. We may, to the extent permitted by law, pay our
expenses in repossessing, storing and selling the Property (including
attorney's fees) out of the money we receive from the sale. If the money we
receive from this sale is not enough to repay what you owe us, you will still
owe us the difference. You or any other person legally entitled to it will be
entitled to any excess if the money received from the sale is more than you
owe us.

COLLECTION COSTS: If we hire an attorney who is not our salaried employee to
collect what you owe, you will pay the attorney's fee. The fee will not
exceed 20% of the first $500 and 10% of the amount over $500 that you owe.
You will also pay a return check fee of $20 if a check of yours is returned
to us uncollected due to insufficient funds in your account.

MORE THAN ONE BUYER: When you sign this Agreement as a Buyer, you understand
you are fully responsible for the payments owing under this Agreement, even
if another person also signs this Agreement as a Buyer. We don't have to
notify you that any payment has not been made when due. We can waive the terms
of payment and release the security interest in the Property without
notifying you or releasing you from your responsibilities under this
Agreement.

RISK OF LOSS: You promise to pay us all amounts you owe under this Agreement,
even if the Property is damaged, destroyed or stolen.

IRREGULAR PAYMENTS: We can accept late payments or partial payments, even if
marked "Payment in Full," without losing any of our rights under this
Agreement.

TRANSFER: We have the right to transfer this Agreement to others.

BINDING EFFECT: Until you have paid in full all amounts owing under this
Agreement, this Agreement will be binding on you and all future owners of the
Property. Your heirs and legal representatives will also be responsible under
this Agreement. This Agreement is for our benefit and for the benefit of
anyone to whom we may transfer it.

DELAY IN ENFORCEMENT: We can delay enforcing any of our rights under this
Agreement without losing them. Any waiver by us of our rights under this
Agreement will not be a waiver by us of the same right or any other right on
any other occasion.

CHANGE OF ADDRESS: If you change your address before the amount you owe us is
paid in full, you agree to tell us in writing of your new address.

LAW THAT APPLIES: This Agreement will be governed by the laws of the State of
New Jersey and the United States of America. If a court decides that any part
of this Agreement is invalid, the rest of this Agreement will remain in
effect.

USED CAR RULE:  IF THIS AGREEMENT IS FOR THE SALE OF A "USED VEHICLE" AS
                DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE
                FOLLOWING NOTICE APPLIES: THE INFORMATION YOU SEE ON THE
                WINDOW FORM FOR THIS VEHICLE IS PART OF THIS CONTRACT.
                INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
                PROVISIONS IN THE CONTRACT OF SALE.

NOTICE:  ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
         AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF
         GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS
         HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS
         PAID BY THE DEBTOR HEREUNDER.

The preceding NOTICE applies only to goods or services obtained primarily for
personal, family, or household use, and the purchase price does not exceed
$25,000. In all other cases, debtors will not assert against any subsequent
holder or assignee of this Agreement any claims or defenses the debtors may
have against the seller, or against the manufacturers of the goods or services
obtained under this Agreement.

--------------------------------------------------------------------------------
                                GUARANTY

To induce the Seller to enter into the above Retail Installment Agreement (the
"Agreement"), the undersigned unconditionally guarantees the full payment and
performance of all of the Buyer's obligations under the Agreement. The
obligations of the Agreement may be enforced directly against the undersigned
without first seeking payment or performance from the Buyer or any other
guarantor. Nothing will cancel this Guaranty except the full payment and
performance of the obligations of the Agreement. The undersigned agrees to
any changes, waivers or extensions of the Agreement. The undersigned
acknowledges that the Agreement will be assigned and transferred to the
assignee listed in the "Assignment" section on the face of this Agreement and
that this Guaranty may be enforced directly against the undersigned by any
holder of this agreement. The undersigned waives all notices to which the
undersigned might otherwise be entitled under law. If this Guaranty is signed
by more than one person, each of the undersigned will be individually
responsible for the full payment and performance of all of the Buyer's
obligations under the Agreement. The undersigned's heirs and legal
representatives will also be bound by this Guaranty.

Guarantor ________________________________ Address _____________________________

Guarantor ________________________________ Address _____________________________

                           SELLER'S ASSIGNMENT

Seller sells and assigns to LBAC all of its right, title and interest in the
above Retail Installment Sale Agreement (the "Agreement"), and the Property
described in the Agreement. Seller authorizes LBAC to do every act and thing
necessary to collect and discharge all obligations arising out of the
Agreement and this Assignment.

Seller warrants and represents: (1) The Agreement arose from the sale of the
Property and Seller had title to the Property at the time of the sale free
from any liens or encumbrances; (2) The certificate of title to the Property
shows a first lien or encumbrance for the benefit of LBAC or LBAC's
transferee; (3) All disclosures required by law were properly made to Buyer
prior to Buyer's signing the Agreement; (4) All insurance documentation to be
delivered by Seller will be delivered to Buyer within the time required by
law; (5) Buyer is not a minor, has the capacity to enter into this Agreement
and paid the downpayment from Buyer's own funds as stated in the Agreement;
(6) The Agreement is genuine, in compliance with all applicable laws, and
legally enforceable against Buyer in accordance with its terms; (7) to the
best of Seller's knowledge, all statements made by or on behalf of Buyer and
furnished to LBAC by Seller are true; (8) Seller is licensed as required by
law and has the right and power to make the Agreement with Buyer and this
Assignment to LBAC; and (9) Buyer has taken delivery and accepted the
Property described in the Agreement.

Each of these warranties and representations is material to LBAC's acceptance
of the Agreement. If any of them is breached or is erroneous, without regard
to Seller's knowledge, Seller unconditionally guarantees payment of the
unpaid balance on the Agreement and all losses or expenses (including
attorney's fees) incurred by LBAC as a result of such breach or error.

Seller agrees to indemnify LBAC for any judicial setoff or loss, and for all
costs and expenses in connection therewith, suffered as a result of the
assertion of any claim or defense, whether meritorious or not, of Buyer
against Seller.

If the Agreement is rescinded by court order, Seller shall pay LBAC the full
amount LBAC paid to purchase the Agreement.

Seller shall be liable even if a waiver, compromise, settlement or variation
of the terms of the Agreement releases Buyer.

Seller waives notice of acceptance of this Assignment and notices of
non-payment and non-performance of the Agreement and any other notices
required by law and waives all setoffs and counterclaims.

The liability of Seller under this Assignment will not be affected by any
extension, renewal or other change in the time of payment of the Agreement,
or any change in the manner, place, or terms of payment, or the release
settlement or compromise of or with Buyer, or the release or non-perfection
of any security interest.

In addition, this Assignment includes the provisions of the paragraph signed
below by Seller (if none of the paragraphs below has been signed by Seller,
this Assignment shall include the provisions of the paragraph entitled "FULL
RECOURSE"):

WITHOUT RECOURSE: The Agreement is assigned by Seller to LBAC without
recourse to Seller except in the circumstances set forth in the above
Assignment and in any underlying dealer agreement between Seller and LBAC.


-----------------------------------
SELLER'S SIGNATURE
-------------------------------------------------------------------------------
REPURCHASE: The Agreement is assigned by Seller to LBAC with Seller's
obligation to repurchase the Property for the full amount remaining unpaid
under the Agreement to LBAC as outlined in a separate agreement between LBAC
and Seller.



-----------------------------------
SELLER'S SIGNATURE
-------------------------------------------------------------------------------
FULL RECOURSE: The Agreement is assigned by Seller to LBAC with full
recourse. In addition to Seller's obligations contained in the above
Assignment, Seller unconditionally guarantees, upon demand, payment to LBAC
of the full amount remaining unpaid under the Agreement, and agrees to
purchase the Agreement from LBAC upon demand, for the full amount then unpaid
whether the Agreement shall then be, or not be, in default.


-----------------------------------
SELLER'S SIGNATURE
-------------------------------------------------------------------------------
                               SUBSEQUENT ASSIGNMENT

FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged, the
undersigned hereby sells, transfers and sets over unto ________________________
____________________________ (the "Subsequent Assignee"), its successors and
assigns this Retail Installment Sale Agreement, hereby granting full power to
the Subsequent Assignee in its own name or in the name of the Seller to take
all such legal or other proceedings as the Seller or the undersigned might
have taken but for this assignment. This assignment is without recourse to
the undersigned and without representation or warranty by the undersigned
except as provided in such agreements as may be in effect between the
undersigned and Subsequent Assignee.


                                         LONG BEACH ACCEPTANCE CORP.


DATE ____________________     By ______________________________________________

<Page>

FORM PAS21SLC-3 (12/96) SIMPLE INTEREST                             [BANCO LOGO]

<Table>
<Caption>

PENNSYLVANIA
MOTOR VEHICLE INSTALLMENT SALE CONTRACT,     Dated ____________,19____  Account # __________________

<S>                     <C>                      <C>                    <C>                        <C>
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL                  FINANCE                  AMOUNT FINANCED        TOTAL OF PAYMENTS          TOTAL SALE PRICE
PERCENTAGE RATE         CHARGE                   The amount of credit   The amount you will have   The total cost of your
The cost of your        The dollar amount the    provided to you or on  paid after you have made   purchase on credit,
credit as a yearly      credit will cost you.    your behalf.           all scheduled payments.    including your downpayment
rate.
                                                                                                    of $ __________________.

              %         $                        $                      $                           $
-----------------------------------------------------------------------------------------------------------------------------------
Your Payment Schedule will be:
-------------------------------------------------------------------------------------
No. of Payments        Amount of Payments        When Payments Are Due
-------------------------------------------------------------------------------------   Security:  You are giving a security
                                                                                        interest in the motor vehicle purchased.
                       $                         Monthly, beginning          , 19
-------------------------------------------------------------------------------------   Prepayment:  If you pay off early, you
                                                                                        will not have to pay a penalty.
                       $
-------------------------------------------------------------------------------------

Filing Fees: $ ___________________

Late Charge:  If a payment is late, you will be charged 2% of the portion of the payment which is late for each month, or part of
a month greater than 10 days, that it remains unpaid.

See below and any other Contract documents for any additional information about nonpayment, default, any required repayment in full
before the scheduled date and prepayment refunds and penalties.
                                                                                                                   e means estimate
-----------------------------------------------------------------------------------------------------------------------------------

In this Contract,
we are
the SELLER.   ________________________________________________________________________________________.
                      Name                       Address                           Zip Code

You are
the BUYER(S). _________________________________________________________________________________________.
                      Name                       Address                           Zip Code

If there is more than one Buyer, each promises, separately and together, to pay all sums due us and
to perform all agreements in this Contract.
---------------------------------------------------------------------------------------------------

TRADE-IN:
You have traded in                                $                  - $             = $
the following vehicle: ____________________________________________________________________________
                       Year and Make   Series     Gross Allowance    Still Owing     Net Trade-In

If a balance is still owing on the vehicle you have traded in, the Seller will pay off this amount on
your behalf.  You warrant and represent to us that any trade-in is free from lien, claim, encumbrance
or security interest, except as shown above as the amount "Still Owing."
---------------------------------------------------------------------------------------------------
PROPERTY INSURANCE:  You may choose the person through whom insurance is obtained against loss or
damage to the Vehicle and against liability arising out of use or ownership of the Vehicle.  In
this Contract, you are promising to insure the Vehicle and keep it insured.
---------------------------------------------------------------------------------------------------
CREDIT INSURANCE IS NOT REQUIRED:  CREDIT LIFE INSURANCE AND CREDIT DISABILITY INSURANCE ARE NOT
REQUIRED TO OBTAIN CREDIT, and will not be provided unless you sign below and agree to pay the
additional cost(s).  Please read the NOTICE OF PROPOSED CREDIT INSURANCE on the reverse side.
Your insurance certificate or policy will tell you the MAXIMUM amount of insurance available.
All insurance purchased will be for the term of the credit.

By signing, you select Single Credit Life Insurance,         What is your
which costs $ _______________                                your age?_____Years

---------------------------------------------------------------------------------------------------
Signature of Buyer to be insured for Single Credit Life Insurance
---------------------------------------------------------------------------------------------------
By signing, you both select Joint                            What are your
Credit Life Insurance, which costs $____________             your ages?

1. _____________________________________________             ____________________________

2. _____________________________________________             ____________________________

Signatures of both Buyers to be insured for Joint Credit Life Insurance


By signing, you select Single Credit Accident &              What is your
Health Insurance, which costs $ _______________              your age?_____Years

---------------------------------------------------------------------------------------------------
Signature of Buyer to be insured for Single Credit Accident & Health Insurance
---------------------------------------------------------------------------------------------------
By signing, you both select Joint                            What are your           Percentage
Credit Accident & Health Insurance,                          your ages?              to be
which costs $____________                                                            insured

1. _____________________________________________             ____________            ____________  %

2. _____________________________________________             ____________            ____________  %

Signatures of both Buyers to be insured for Joint Credit Accident & Health insurance


Insurer:
---------------------------------------------------------------------------------------------------
VEHICLE:  You have agreed to purchase, under the terms of this Contract, the following motor
vehicle and its extra equipment, which is called the "Vehicle" in this Contract.

 N/U   Year and Make   Series    Body Style    No. Cyl.   Truck Ton Capacity    Serial Number
 ---   -------------   ------    ----------    --------   ------------------    -------------


Equipped  __ A.T. ___ P.S.  ___ AM-FM Stereo    __ 5 Spd.      Other _____________________________
with      __ A.C. ___ P.W.  ___ AM-FM Tape      __ Vinyl Top   ___________________________________
---------------------------------------------------------------------------------------------------
ASSIGNEE:  We assign this Contract and Security Agreement to the Assignee named in this section,
which is the "Assignee."  If at any time the Owner of the Contract assigns the Contract to
another assignee, the term then refers to such other assignee.  After the Assignment, all rights
and benefits of the Seller in this Contract and in the Security Agreement shall belong to and
be enforceable by the Assignee.  The Assignee is:

                        LONG BEACH ACCEPTANCE CORP.

CO-SIGNER:  Any person signing the Co-Signer's Agreement below promises separately and together
with all Co-Signer(s) and Buyer(s), to pay all sums due and to perform all agreements in this
Contract. Co-Signer will not be an Owner of the Vehicle.

CO-OWNER:  Any person signing the Co-Owner's Security Agreement below gives
us a security interest in the Vehicle and agrees separately and together with
all Co-Owner(s) and Buyer(s), to perform all agreements in the Security
Agreement and all other parts of this Contract except the "Promise to Pay"
section.

TERMS:  The terms shown in the boxes above are part of this Contract.
------------------------------------------------------------------------------------------------

IF YOU DO NOT MEET YOUR CONTRACT OBLIGATIONS, YOU MAY LOSE THE MOTOR VEHICLE
AND PROPERTY THAT YOU BOUGHT WITH THIS CONTRACT, AND/OR ON DEPOSIT WITH THE
ASSIGNEE.

This Contract is between Seller and Buyer.  All disclosures have been made by
Seller.  Seller intends to assign this Contract to the Assignee.

ITEMIZATION OF AMOUNT FINANCED
------------------------------------------------------------------------------
Cash Price
  $
------------------------------------------------------------------------------
Cash Downpayment
  $
------------------------------------------------------------------------------
Net Trade-In
  $
------------------------------------------------------------------------------
Total Downpayment
  $
------------------------------------------------------------------------------
Unpaid Cash Price Balance
  $
------------------------------------------------------------------------------
To Credit Insurance Company
  $                                    *
------------------------------------------------------------------------------
To Public Officials for:
------------------------------------------------------------------------------
License, Tags and Registration
  $
------------------------------------------------------------------------------
Lien Fee
  $
------------------------------------------------------------------------------
To ___________________________
  $
------------------------------------------------------------------------------
To ___________________________
  $
------------------------------------------------------------------------------
To ___________________________ for Service Contract
  $                                    *
------------------------------------------------------------------------------
*Seller may be retaining a portion of this amount.
------------------------------------------------------------------------------
Amount Financed
  $
------------------------------------------------------------------------------
Finance Charge
  $
------------------------------------------------------------------------------
Total of Payments (Time Balance)
  $
------------------------------------------------------------------------------
Payment Schedule - You agree to pay to us the Amount Financed plus finance
charge in         uninterrupted monthly payments of $____ each, and a final
payment of $ ________.  The first payment will be due on ___________ 19_____,
and then payments will be due on that same day of each month following.

------------------------------------------------------------------------------

PROMISE TO PAY:  You agree to pay us the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed.  You promise to make payments in accordance with the Payment
Schedule.  You promise to make payments on or before the same day of each
month as the first payment due date.  You agree to pay all other amounts
which may become due under the terms of this Contract. You agree to pay the
Seller or Assignee costs of suit.  You also agree to pay reasonable
attorneys' fees if Seller or Assignee hires an attorney to collect amounts
due under this Contract or to protect or get possession of the Vehicle.  You
agree to make payments at the place or to send payments to the address which
the Assignee most recently specifies in the written notice to you.

SECURITY AGREEMENT:  To secure the payments of all sums due and the
performance of all required obligations under this Contract, you give a
security interest in the Vehicle, in all parts (called "accessions") attached
to the Vehicle at any later time, and in any proceeds of the Vehicle,
including insurance proceeds.  The Assignee may set-off any amounts due and
unpaid under this Contract against any of your money on deposit with
Assignee.  This includes any money which is now or may in the future be
deposited with Assignee by you.  Assignee may do this without any prior
notice to you.

------------------------------------------------------------------------------

ADDITIONAL TERMS AND CONDITIONS:  THIS CONTRACT CONTINUES ON THE REVERSE SIDE.
YOU ARE OBLIGATED TO ALL THE TERMS OF THE CONTRACT WHICH APPEAR ON THE FRONT
AND REVERSE SIDES.
------------------------------------------------------------------------------
By signing below, we agree to sell the Vehicle to you under the terms of this
Contract.

SELLER ______________________________________________
BY:______________________________________  __________
                                             Date

NOTICE TO BUYER - DO NOT SIGN THIS CONTRACT IN BLANK.  YOU ARE ENTITLED TO AN
EXACT COPY OF THE CONTRACT YOU SIGN.  KEEP IT TO PROTECT YOUR LEGAL RIGHTS.
You agree to all the terms of this Contract.

BUYER _______________________________(SEAL) _____________
                                              Date
BUYER _______________________________(SEAL) _____________
                                              Date
------------------------------------------------------------------------------

CO-SIGNER:  YOU SHOULD READ THE NOTICE TO CO-SIGNER, WHICH HAS BEEN GIVEN TO
YOU ON A SEPARATE DOCUMENT, BEFORE SIGNING THE CO-SIGNER'S AGREEMENT.

CO-SIGNER'S AGREEMENT:  You, the person (or persons) signing below as
"Co-Signer," promise to pay to us all sums due on this Contract and to
perform all agreements in this Contract.  You intend to be legally bound by
all the terms of this Contract, separately and together, with the Buyer.  You
are making this promise to induce us to make this Contract with the Buyer,
even though we will use the proceeds for the Buyer's benefit.  You agree to
pay even though we may not have made any prior demand for payment on the
Buyer or exercised our security interest.  You also acknowledge receiving a
completed copy of this Contract.

_________________________________(SEAL) ____________________  ___________
Co-Signer's Signature                   Address               Date

_________________________________(SEAL) ____________________  ___________
Co-Signer's Signature                   Address               Date

------------------------------------------------------------------------------

CO-OWNER'S SECURITY AGREEMENT:  You, the person signing below as "Co-Owner,"
together with the Buyer or otherwise being all of the Owners of the Vehicle,
give us Security Interest in the Vehicle identified above.  You agree to be
bound by the terms of the Security Agreement and all other parts of this
Contract except the "Promise To Pay" section.  You are giving us the security
interest to induce us to make this Contract with the Buyer, and to secure the
payment by the Buyer of all sums due on this Contract.  You will not be
responsible for any deficiency which might be due after repossession and sale
of the Vehicle.

_________________________________(SEAL) ____________________  ___________
Co-Signer's Signature                   Address               Date

BUYER, CO-SIGNER AND CO-OWNER, AS APPLICABLE, ACKNOWLEDGE RECEIPT OF A
COMPLETED COPY OF THIS CONTRACT AT THE TIME OF SIGNING.

____________ __________________ ___________________ _____________________
BUYER        BUYER              CO-SIGNER           CO-SIGNER OR CO-OWNER

           NOTICE:  SEE REVERSE SIDE FOR IMPORTANT INFORMATION.

                              ORIGINAL
</Table>
<Page>

                         ADDITIONAL TERMS AND CONDITIONS

1. HOW THE TOTAL OF PAYMENTS IS COMPUTED: The Total of Payments is the sum of
the Amount Financed and the Finance Charge. The finance charge is computed daily
on the outstanding balance of the Amount Financed. The Finance Charge shown on
the front side has been computed on the assumption that we will receive all
payments on their scheduled due dates.

2. COMPUTING FINANCE CHARGE: We will charge Finance Charge on a basis on the
outstanding balance subject to Finance Charge on each day of the Contract term.
The daily Finance Charge rate is equal to the Annual Percentage Rate divided by
the number of days in that calendar year. Buyer agrees that because Finance
Charge is calculated on a daily basis, late payments will result in additional
Finance Charge (and, if applicable, a late charge). Early payments will result
in less Finance Charge being charged. Early and/or late payments will cause the
amount of the final payment to change.

3. LATE CHARGE: Buyer agrees to pay a late charge for any payment not made
within 10 days after its due date. The late charge will be 2% per month on
the unpaid amount of the payment. We will consider any part of a month in
excess of 10 days to be a full month. The late charge will be due when
earned. No late charge will be due if the reason that the payment is late is
that, after default, the entire outstanding balance on this Contract is due.
No late charge will be due if the only reason that the payment is late is
that a late charge was assessed on an earlier payment.

4. APPLICATION OF PAYMENTS: We will apply payments in the following order of
priority: first to Finance Charge, and then to late charges, Amount Financed and
any other amounts you owe in the order that we choose.

5. PREPAYMENT: You may prepay, in full or in part, the amount owed on this
Contract at any time without penalty. If you prepay the Contract in part, you
agree to continue to make regularly scheduled payments until you pay all amounts
due under this Contract. This will reduce the number of payments you will make.

6. WAIVERS.

   a. WAIVER BY SELLER AND ASSIGNEE: We and Assignee waive the right to treat
any property as security for the repayment of this Contract, except for the
Vehicle and the other security specifically mentioned in this Contract.

   b. WAIVERS BY BUYER, CO-SIGNER AND CO-OWNER: You agree to make all payments
on or before they are due without our having to ask. If you don't, we may
enforce our rights without notifying you in advance. You give up any right you
may have to require that we enforce our rights against some other person or
property before we enforce our rights against you. You agree that we may give up
our rights against some other person but not against you. You waive due
diligence in collection and all defenses based on suretyship and impairment of
collateral or security.

7. FINANCE CHARGE AFTER MATURITY AND JUDGMENT: Finance Charge at the rate
provided in this Contract shall continue to accrue on the unpaid balance until
paid in full, even after maturity and/or after we get a judgment against you
for the amounts due. This will apply even if the maturity occurs because of
acceleration. If at any time Finance Charge as provided for in this paragraph is
not permitted by law, Finance Charge shall accrue at the highest rate allowed by
applicable law beginning at that time.

8. YOUR PROMISES ABOUT OUR SECURITY INTEREST: You will not permit anyone
other than us to obtain a security interest or other rights in the Vehicle.
You will pay all filing fees necessary for us to obtain and maintain our
security interest in the Vehicle. You will assist us in having our security
interest noted on the Certificate of Title to the Vehicle. You will not sell
or give away the Vehicle. If someone puts a lien on the Vehicle, you will pay
the obligation and clear the lien.

9. YOUR PROMISES ABOUT THE VEHICLE: You will keep the Vehicle in good condition
and repair. You will pay all taxes and charges on the Vehicle. You will pay all
costs of maintaining the Vehicle. You will not abuse the Vehicle or permit
anything to be done to the Vehicle which will reduce its value, other than for
normal wear and use. You will not use the Vehicle for illegal purposes or for
hire or lease. You will not move the Vehicle from your address shown on the
front of this Contract to a new permanent place or garaging without notifying us
in advance.

10. YOUR PROMISES ABOUT INSURANCE: You will keep the Vehicle insured against
fire, theft and collision until all sums due us are paid in full. The insurance
coverage must be satisfactory to us and protect your interests and our interests
at the time of any insured loss. The insurance must name us as "loss payee" on
the policy. The insurance must be written by an insurance company qualified to
do business in Pennsylvania and licensed to sell insurance in the state where
the Vehicle is permanently garaged. The insurance policy must provide us with at
least 10 days' prior written notice of any cancellation or reduction in
coverage. On request, you shall deliver the policy or other evidence of
insurance coverage to us. In the event of any loss or damage to the Vehicle, you
will immediately notify us in writing and file a proof of loss with the insurer.
We may file a proof of loss on your behalf if you fail or refuse to do so. We
may endorse your name to any check, draft or other instrument we receive in
payment of an insured loss or return insurance premiums. We may apply any
insurance proceeds we receive to repair or replace the Vehicle if, in our
opinion, it is economically feasible and you are not then in default under this
Contract. Otherwise, we will apply the insurance proceeds to reduce the unpaid
balance due us.

11. OUR RIGHTS IF YOU BREAK YOUR PROMISES ABOUT THE SECURITY INTEREST,
VEHICLE OR INSURANCE: If you fail to keep your promises to pay filing fees,
taxes, liens or the costs necessary to keep the Vehicle in good condition and
repair, we may advance any money you promised to pay. If you fail to keep
your promises about required insurance we may advance money to obtain
insurance to cover loss or damage to the Vehicle. We have the choice of
whether or not to advance any money for these purposes. Such insurance will
be limited to an amount not greater than you owe on this Contract. We will
add any money we advance on your behalf to the balance on which we impose
Finance Charges at the Annual Percentage Rate of this Contract. You agree to
repay the money advanced as we alone may specify: (i) immediately on demand,
or (ii) along with your monthly payments. If we choose to allow you to repay
the money advanced along with your monthly payments, we can choose the amount
of these payments and how long you have to repay. If any of our rights stated
in this paragraph is not permitted by law, we still have the other rights
mentioned. Our payments on your behalf will not cure your failure to perform
your promises in this Contract.

12. DEFAULT: In this paragraph "You" means the Buyer, Co-Signer and Co-Owner, or
any one of them. You will be in "Default" of the Contract if any one or more of
the following things happen:

    a. You do not make any payment on or before it is due; or

    b. You do not keep any promise you made in this Contract; or

    c. You do not keep any promise you made in another Contract, Note, Loan or
Agreement with Seller or Assignee; or

    d. You made any untrue statement in the credit application for this
Contract; or

    e. You committed any forgery in connection with this Contract; or

    f. You die, are convicted of a crime involving fraud or dishonesty, or
are found by a court with jurisdiction to do so to be incapacitated; or

    g. You file bankruptcy or insolvency proceedings, or anyone files bankruptcy
or insolvency proceedings against you; or

    h. You take the Vehicle outside the United States or Canada without our
written consent; or

    i. You use the Vehicle or allow someone else to use it in a way that causes
it not to be covered by your insurance; or

    j. You do something that causes the Vehicle to be subject to confiscation by
government authorities; or

    k. The Vehicle is lost, stolen, destroyed or damaged beyond economical
repair, and not fixed or found within a reasonable time; or

    l. Another creditor tries to take the Vehicle or your money on deposit with
Assignee by legal process.

13. OUR RIGHTS IF YOU ARE IN DEFAULT OF THIS CONTRACT: If you are in Default of
this Contract, we may enforce our rights according to law. We may also do the
things specifically mentioned in this Contract. We may do one of these things
and at the same time or later do another. Some of the things we may do are the
following:

    a. ACCELERATION: We can demand that you pay to us the entire unpaid balance
owing on the Contract and all unpaid Finance Charges and other money due. You
agree that you will pay this money to us in one single payment immediately upon
receiving our demand.

    b. REPOSSESSION: We can repossess the Vehicle, unless prohibited by law. We
can do this ourselves, have a qualified person do it for us, or have a
government official (by replevin) do it for us. You agree that we can peaceably
come on to your property to do this. We may take any other things found in the
Vehicle, but will return these things to you if you ask. If you want these
things back, you agree to ask us in a letter sent to us by certified mail within
24 hours. If you do not send us this letter, you give up any claim to these
things. You agree that we may use your license plates in repossessing the
Vehicle and taking it to a place for storage.

    c. VOLUNTARY DELIVERY: We can ask you to give us the Vehicle at a reasonably
convenient place. You agree to give us the Vehicle if we ask.

    d. DELAY IN ENFORCEMENT: We can delay enforcing our rights under this
Contract without losing any rights.

14. SOME THINGS YOU SHOULD KNOW IF WE REPOSSESS THE VEHICLE: If we repossess
without using a government official (by replevin):

    a. NOTICE: We will send you a Notice of Repossession to your last address
we know about. This Notice will tell you how to buy back (redeem) the Vehicle.
You will NOT have the right to reinstate the Contract. This means you will have
to pay the total balance on the Contract and other amounts due. Your may not get
the Vehicle back by paying delinquent installments. This Notice will tell you
other information required by law.

    b. REDEMPTION: You have the right to buy back (redeem) the Vehicle within 15
days of the mailing of the Notice and at any later time before we sell the
Vehicle. If you do not redeem, you give up all claim to the Vehicle.

    c. SALE: If you don't redeem, we will sell the Vehicle. The money received
at sale will be used to pay costs and expenses you owe, and then to pay the
amount you owe on the Contract.

    d. SURPLUS OR DEFICIENCY: If there is money left, we will pay it to the
Buyer. If there is not enough money from the sale to pay what you owe, Buyer and
Co-Signer agree to pay what is still owed to us.

    e. EXPENSES: You agree to pay the costs of repossessing, storing, repairing,
preparing for sale and selling the Vehicle as may be allowed by law. These costs
will only be due if:

   1. Default exceeds fifteen (15) days at the time of repossession;

   2. The amount of costs are actual, necessary and reasonable; and

   3. We can prove the costs were paid.

15. HEIRS AND PERSONAL REPRESENTATIVES BOUND: After your death, this Contract
shall be enforceable against your heirs and personal representatives of your
estate.

16. GOVERNING LAW: This Contract is to be interpreted according to the law of
Pennsylvania.

17. SEVERABILITY OF PROVISIONS: If for any reason any part of this Contract
shall become illegal, void or unenforceable, that part shall not be a part of
this Contract.

18. ASSIGNMENT BY BUYER: Buyer shall not assign this Contract.

19. THERE ARE NO WARRANTIES BY SELLER, EXPRESSED OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS WE
HAVE GIVEN YOU A SEPARATE WRITTEN WARRANTY.


BUYER'S GUIDE WINDOW STICKER. If the Car which is described on the face of this
Contract has a Buyer's Guide Window Sticker required by the Federal Trade
Commission Used Car Trade Regulation Rule, the following notice applies:

     THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
     CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS
     IN THE CONTRACT OF SALE.

NOTICE--ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES
OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.




                       NOTICE OF PROPOSED CREDIT INSURANCE

The signer(s) of this Contract hereby take(s) notice that Group Credit Life
Insurance coverage or Group Credit Accident and Disability Insurance coverage
will be applicable to this Contract if so marked on the front of this Contract,
and each such type of coverage will be written by the insurance company named.
This insurance, subject to acceptance by the insurer, covers only the person or
persons signing the request for such insurance. The amount of charge is
indicated for each type of Credit Insurance to be purchased. The term of
insurance will commence as of the date the indebtedness is incurred and will
expire on the original scheduled maturity date of the indebtedness. Subject to
acceptance by the insurer and within 30 days, there will be delivered to the
insured debtor(s) a certificate of insurance more fully describing the
insurance. In the event of prepayment of the indebtedness, a refund of insurance
charges will be made when due.

               NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION.

<Page>

               REMOVE AGREEMENT TO ARBITRATE BEFORE INSERTING CONTRACT.

                             AGREEMENT TO ARBITRATE

This Agreement to Arbitrate is between ___________________________ , residing at
                                   (Customer and Co-Customer, if any)

_____________________________________ (referred to as "I," "me" or "my") and
           (Address(es))

________________________________(referred to as "you" or "your") and involves my
   (Seller Name and Address)

purchase form you of a _________________________, VIN __________________________
                        (Description of Vehicle)

(referred to as the "Vehicle") pursuant to a Retail Installment Contract between

you and me dated ______________________ (referred to as the "Contract").
                         (Date)

         You and I agree that if any Dispute arises, either you or I may choose
to have the Dispute resolved by binding arbitration under the Code of Procedure
in effect at the time the claim is filed of the National Arbitration Forum (the
"Rules"). The choice to arbitrate may be made even if an action has already been
filed in court, so long as no judgment has been rendered by that time.

         For purposes of this Agreement to Arbitrate (referred to as this
"Agreement"), a "Dispute" is any claim or controversy, whether in contract,
tort or otherwise, arising from or relating to the Contract, to the sale,
purchase or financing of the Vehicle, or to the relationships which result
from the Contract (including relationships with the parties to the Contract,
with assignees, agents, employees and insurers of the parties to the
Contract, and, to the extent permitted by law, with other parties who are not
parties to the Contract or to this Agreement). A "Dispute" also includes any
question regarding the validity of the Contract or of this Agreement or
regarding whether a matter is subject to arbitration under this Agreement.

         The arbitration hearing will be held at a location near where you
signed the Contract, on 30 days' notice to the parties unless the Rules provide
otherwise. The arbitrator(s) will apply relevant law to the Dispute, and will
provide written, reasoned findings of fact and conclusions of law. The hearing
will be concluded within 120 days unless otherwise ordered by the arbitrator(s).
An award by the arbitrator (or, if more than one, then by a majority of them)
will be made within 30 days after the close of the submission of evidence and
will be final and binding on all parties to the proceeding. Judgment on the
award may be entered by any party in any state or federal court or
administrative body having jurisdiction.

         The arbitrator(s) will have no authority to order any class action
arbitration under this Agreement or to order any joinder of parties, except for
joinder of parties to the Contract. To the extent not otherwise required by law
to make this Agreement enforceable, the arbitrator(s) will have no authority to
award punitive damages. The arbitrator(s) will have no authority, and nothing in
this Agreement or in the Contract is to be construed as providing such
authority, to amend, modify, add to, subtract from or delete any provision of
the Contract. Nothing in this Agreement is to be construed as preventing either
party's use of bankruptcy or repossession, replevin, judicial foreclosure or any
other provisional remedy relating to the Vehicle.

         This Agreement will survive the termination of the Contract with
respect to any Dispute.

         The parties agree that the transactions relating to the Contract
involve interstate commerce and that this Agreement is subject to and governed
by the Federal Arbitration Act, 9 U.S.C. sections 1-16, as amended.

         Rules and forms of the National Arbitration Forum may be obtained by
calling (800) 474-2371 and claims may be filed at any National Arbitration Forum
office.

         YOU AND I UNDERSTAND THAT BY AGREEING TO ARBITRATE, YOU AND I GIVE
UP SOME RIGHTS, INCLUDING THE RIGHT TO GO TO COURT, THE RIGHT TO A JURY
TRIAL, THE RIGHT TO PARTICIPATE IN A CLASS OF CLAIMANTS REGARDING ANY
DISPUTE, AND, TO A LARGE EXTENT, THE RIGHT TO APPEAL. OTHER RIGHTS THAT YOU
OR I HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE ARBITRATOR'S
DECISION WILL BE FINAL AND BINDING. BY SIGNING BELOW, YOU AND I ACKNOWLEDGE
THAT YOU AND I HAVE CAREFULLY READ THIS AGREEMENT TO ARBITRATE AND AGREE TO
ALL ITS TERMS.


                                           ------------------------------------
                                                        Customer

-------------------------------------      ------------------------------------
                Seller                                 Co-Customer

<Page>

<Table>
<S><C>
-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                             Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                           Customer's Phone No.      Seller's Address                           Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
The words "I," "me" and "my" refer to the Customer and            I have today bought and received in satisfactory condition the
Co-Customer signing this contract. The words "you" and "your"     vehicle described below, including attachments, equipment,
refer to the Seller (or Holder if this contract is assigned).     accessories and related services (referred to collectively in this
                                                                  contract as "vehicle"), under the terms and provisions on the face
DESCRIPTION OF VEHICLE                                            and back of this contract.
-----------------------------------------------------------------------------------------------------------------------------------
New or Used  Year and Make    Series, Make & Model or Trade Name      Description          Identification No.      State
                              (Also No., if applicable)                                    (Serial or Motor No.)   Registration No.


-----------------------------------------------------------------------------------------------------------------------------------
  Radio          Cassette         Automatic            Power______   Power______   Sunroof_____   Air Conditioning    Key Numbers
                                  Transmission         Steering___   Brakes_____   Manual______
                                                       Seats______   Windows____   Power_______
-----------------------------------------------------------------------------------------------------------------------------------

I warrant that the vehicle is being purchased                                               Business, Commercial
primarily for the following use (check one):             Personal, Family or Household      or Agricultural

-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                 County                                    State

Seller states that the mileage appearing on the odometer of the vehicle at the time of this sale is _______ and that such mileage
[ ] is accurate [ ] is not accurate.
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ___________% = The cost of my credit as a yearly rate.
FINANCE CHARGE ........ $___________  = The dollar amount the credit will cost me.
Amount Financed........ $___________  = The amount of credit provided to me or on my behalf.
Total of Payments...... $___________  = The amount I will have paid after I have made all payments as scheduled.
Total Sale Price....... $___________  = The total cost of my purchase on credit, including my downpayment of $_____________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be     Number of Payments         Amount of Payments              When Payments Are Due
                                                                                            Monthly Beginning:
                                 --------------------------------------------------------------------------------------------------

                                 --------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
 Security       _ I am giving a security interest in the goods or property being purchased.
 Late Charge    _ If a payment is more than 10 days late, I will be charged 5% of the scheduled payment.
 Prepayment     _ If I pay off early, I will not have to pay a penalty.
 Filing Fees    _ $_________________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                      "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED                          PROPERTY INSURANCE COVERAGE
                                                        Physical damage insurance covering the vehicle is required for the
1.  Cash Price.............................. $_________ term of this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY
    Cash Downpayment ........... $__________            ACCEPTABLE TO SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO
    Trade-in(Yr. Make Model)                            BE PLACED.
    _____________________________                       __________________________________________________________________________
                                                        CREDIT INSURANCE ELECTION
    a. Gross.......... $_________                       CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
    b. Less Owing..... $_________                       The person(s) signing this insurance election (check applicable box(es))
    c. Net Trade-In .............$__________               Request(s)

2.  Total Downpayment........................$_________ [ ] Credit Life Insurance, at a cost of $___________.

3.  Unpaid Balance of Cash Price (1 minus 2) $_________ [ ] Credit Disability Insurance, at a cost of $_____________. If credit
                                                        insurance and/or credit disability insurance is elected the total cost of
4.  Other Charges                                       this insurance is shown in Item 4d at left for the entire term of this
    a. Official Fees (Specify)...$__________            contract, unless the term is set forth herein:
       _________________________ $__________ Paid to    ________________ months.
    b. Taxes (Not included in                Public     [ ] Do(es) not want any Credit Insurance.
       Cash Price)               $__________ Officials  Credit Life Insurance, if checked above, is on the life/lives of (check one)
    c. License Fees    $_________                       [ ] Insured Customer only. [ ] Both Insured Customer and Co-Customer.
       Certif of Title                                  Coverage for Credit Disability Insurance, if checked above, is on the health
       Fees            $_________                       of Insured Customer only.
       Regist. Fees    $_________$__________
    d. Credit Life and/or credit             Paid to the *
       Disability Insurance .....$__________ Insurance
    e. Debt Cancellation                     Company    ___________________________________________________________________________
       Coverage                  $__________           Insured Customer's Signature to above statement             Date
    f. Service Contract..........$__________ Paid to___*
    g. __________________________$__________ Paid to___ ___________________________________________________________________________
    h. __________________________$__________ Paid to___ Co-Customer's Signature to above statement                 Date
    Total Other Charges(a+b+c+d+e+f+g+h).... $_________ The request for Credit Insurance is subject to the acceptance and approval
                                                        of the insurance carrier.
5.  Amount Financed (3+4)....................$_________ ___________________________________________________________________________

6.  Finance Charge ..........................$_________ DEBT CANCELLATION COVERAGE ELECTION
                                                        DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER
7.  Total of Payments (5+6) .................$_________ The person(s) signing this Debt Cancellation Coverage election (check
                                                        applicable box)
8.  Total Sale Price (1+4+6).................$_________
</Table>

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest under
Ohio law in the vehicle and all proceeds thereof, until I have paid the balance
in full and completely satisfied all other requirements of this contract and any
modifications to it. The vehicle together with such proceeds is referred to as
the Collateral in this contract. I assign to you any insurance proceeds relating
to persons or property, including return or unearned premiums, and the proceeds
of any service contract, for application to the unpaid balance. I direct any
insurer to pay you directly. In the event of default, you may cancel all
insurance and any service contract financed as part of this contract and credit
any refund to the unpaid balance if permitted by law. I waive all marital rights
and exemptions relating to any property in which I have granted you a security
interest. I authorize you to sign my name to any documents necessary to transfer
title to the vehicle or to carry out the provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you a
late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments within 30 days following
its due date, or if I die, or if the credit application I furnished to you is
false or misleading in any material respect, or if all or any part of the
Collateral or any interest therein is sold, transferred, encumbered, leased or
rented (whether voluntarily, by operation of law or otherwise) without your
advance written consent, or if I do not comply with any other requirement of
this contract, or if bankruptcy or insolvency proceedings are brought by or
against me, or if I abandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my property
or the Collateral, the full unpaid amount financed and accrued and unpaid
finance charge and all other amounts I then owe you under this contract will
become due, if you desire.

REMEDIES--If I have not met the requirements of this contract, you may peaceably
and lawfully repossess the Collateral and you may peaceably and lawfully enter
my premises to do so. Except to the extent provided in the Ohio Retail
Installment Sales Act, including any right I may have under such law to cure my
default, you have all the rights of a secured party under the Uniform Commercial
Code. You will send a written notice to me if you discover that any personal
property not covered by this contract was in the collateral at the time of
repossession. If I do not claim the property within 1 week after the written
notice is mailed or delivered I will have abandoned the property left in the
collateral and you will not have any responsibility to me to care for it. The
proceeds of sale (minus the expenses of retaking, holding, preparing for sale
and selling the Collateral) will be credited to the unpaid balance on the
contract. If any money is left over after you have applied it to my obligation
under this contract, it will be paid to the persons legally entitled to it, but
if any money is still owing, I agree to pay you the balance. I will also pay you
a charge of $25 for each check or other negotiable instrument submitted to you
in payment on this contract which is returned or dishonored for any reason.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price and
chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss, damage
or destruction, in good condition and repair and free from all liens. I will not
substantially modify it or permit anything to be done to it that would impair
its value, reasonable wear and tear excepted. I will not move it from my address
except for temporary periods in its normal and customary use. I will give you
prior written notice of any change in my residence or domicile. I will not sell
or give the Collateral away, or rent it out, or use it or permit it to be used
illegally. You are entitled to any proceeds from the sale of the Collateral, but
this right does not waive any rights you have in the Collateral and does not
permit me to sell or transfer the Collateral in violation of this contract. Any
notices you send me are sufficient if sent to my last address shown on your
records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative. If
anything in this contract is not valid or consistent with law or regulations, it
can be considered modified or deleted so that it complies. The captions in this
contract are for convenience only and do not affect the meanings of the terms in
this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are due
and payable. If I fail to pay the taxes, fees, assessments, obligations, charges
and costs when due, you may, but will not be obligated to, pay them for me and
add the amount paid to the amount I owe under this contract, in which event I
agree to reimburse such amount to you, either in a lump sum on your demand (to
the extent that the Ohio Retail Installment Sales Act permits you to require me
to make such payment immediately) or in equal installments over the remaining
term, concurrent with remaining installments, as you choose, together with
interest at the Annual Percentage Rate disclosed on the face of this contract if
permitted by law or, if not, at the highest lawful rate, and such amount will be
secured by the Collateral.

INSURANCE--I understand that I am responsible for any damage to the Collateral,
and I agree to buy insurance and maintain it for the term of this contract
covering the Collateral against all damage. The insurance I obtain, which must
be satisfactory to you and which must be in an amount at least equal to the
value of the Collateral, will contain a long form loss payable clause
endorsement naming you or anyone to whom you assign this contract as loss payee.
If I do not buy insurance, or if at any time during the term of this contract
the insurance is cancelled or cannot be obtained for any reason, I understand
that you may if you choose obtain insurance protecting both or either of us, in
an amount either equal to the value of the Collateral or less at your option. If
I fail to file an insurance claim within 60 days after a casualty to the
Collateral you may file a claim and settle it with the insurance company on
whatever terms you decide, and I irrevocably appoint you as my agent for this
purpose.

FURTHER INSURANCE PROVISIONS--The credit insurance and/or the debt cancellation
charges, respectively, included in this contract may have to be adjusted upon
issuance of the policy or certificate. If the credit insurance charge and/or the
debt cancellation charges, respectively, included in this contract exceeds the
actual cost, I understand that I will receive an appropriate credit. If the
actual cost of the credit insurance and/or the debt cancellation charges,
respectively, obtained by or through you, whether under this contract or as a
result of my subsequent request, exceeds the insurance charge or debt
cancellation charge included in the contract, or if you obtain insurance
covering the Collateral because I fail to or because my insurance is cancelled
and not renewed, you may, but will not be obligated to, pay the appropriate
amount for me and add the amount paid to the amount I owe under this contract,
in which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law or,
if not, at the highest lawful rate, and such amount will be secured by the
Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and Non-Customer
Co-Owners must perform their obligations under this contract without regard to
whether anyone else has performed or whether the Collateral has been sold and,
to the extent permitted by law, each such person waives presentment for payment,
protest, notice of dishonor and nonpayment and consents to all extensions,
changes, settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or persons
responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies or
rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING NOTICE
APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS
IN THE CONTRACT OF SALE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES
OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Ohio.

--------------------------------------------------------------------------------

                                  GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. I waive the same rights as are waived in the section above
entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                        SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title and
interest of Seller in the vehicle, to the Assignee named on the face of this
Contract, its successors and assigns, granting full power to assign same in its
own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the same
consideration. Seller agrees that this assignment is subject to the following
terms and conditions, as well as the terms and conditions contained in any
underlying dealer agreement of Seller:

1.   Seller represents and warrants that (a) the Contract is genuine, is not
rescindable on the date hereof and will not become rescindable in the future,
has been duly executed by Seller and the Customer(s), Co-Customer(s),
Guarantor(s) and Non-Customer Co-Owner(s) named therein (hereinafter called
"Customer") and is in all respects what it purports to be; (b) all statements
of fact contained in the Contract are true and were expressly set forth in
the Contract before the Customer signed it; (c) the statements made in the
credit application are correct; (d) the vehicle (hereinafter called "goods")
referred to in the Contract has been delivered by Seller to Customer, and
Seller, at the time of such delivery, had good title to said goods and the
right to transfer title thereto, and said goods are free of all security
interests, liens or other encumbrances except the security interest and liens
created in the Contract; (e) Seller has or will cause a document of title to
be obtained on said goods within 40 days from the date of the Contract, which
document of title will show in proper legal form a first priority security
interest in Assignee's favor; (f) the cash price set forth in the Contract
represents sound value and is not substantially in excess of the price
readily available elsewhere for similar goods, the Contract is not
substantially one-sided in Seller's favor, and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller, (h) said goods are as
represented by Seller to Customer, (i) Seller has no reason to believe that
Customer cannot make the payments when due under or otherwise perform in
accordance with the terms of the contract or that Customer has ever violated
any laws concerning liquor or narcotics; (j) all of the parties to the
Contract have the capacity to contract and Seller has no knowledge of any
fact which impairs the validity of the Contract; (k) the goods are
merchantable and fit for the purpose intended and no warranties of any kind
or character, express or implied, have been or will be breached with respect
to said goods; (l) Seller has properly complied with all applicable laws and
regulations, including but not limited to the provisions of the Ohio Retail
Installment Sales Act, the Ohio Consumer Sales Practices Act, the Ohio motor
vehicle certificate of title law, the Ohio statutory provisions regarding
motor vehicle dealers, auction owners and salespersons, the Equal Credit
Opportunity Act (including regulations thereunder) and the Federal Truth in
Lending Act (including regulations thereunder), pertaining to the transaction
evidenced by the Contract, and (m) the Contract is valid, binding and
enforceable against all parties thereto.

2.   Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owning on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract, (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous; or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.   If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract,
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
and (d) absolutely and unconditionally agree that Assignee may proceed
against Seller, directly and independently of Customer.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.   All rights and remedies of Assignee hereunder are cumulative and exclusive
of any other rights or remedies which Assignee may otherwise have against
Seller. The assignment shall be binding on Seller, its successors and assigns,
shall inure to the benefit of Assignee and its successors and assigns, and
Seller hereby waives notice by Assignee of the acceptance hereof. Seller
absolutely and unconditionally agrees that the liability of Seller hereunder
shall not in any way be affected or impaired by the cessation of Customer's
liability for any reason (other than full payment of the Contract) or by any
extension, forbearance or change of the rate of finance charge in connection
with the Contract, or by acceptance, release or substitution of any part of the
goods, or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                             SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged, the
undersigned, pursuant to the current Operating Agreement between the parties,
hereby sells, transfers and sets over unto _____________________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail Installment
Contract, hereby granting full power to the Subsequent Assignee in its own name
or in the name of the Seller to take all such legal or other proceedings as the
Seller or the undersigned might have taken but for this assignment. This
assignment is without recourse to the undersigned and without representation or
warranty by the undersigned except as provided in said Operating Agreement or
such other agreement or agreements as may be in effect between the undersigned
and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________


<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALMENT           ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received (unless a date is filled in below for the date on which you start charging finance charge) in
satisfactory condition the vehicle described below, including attachments, equipment, accessories and related services (referred
to collectively in this contract as "vehicle"), under the terms and provisions on the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged a late charge of 5% of the scheduled payment.
 Prepayment     __ If I pay off early, I may be be entitled to a refund of part of the finance charge.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1  Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life                            Paid to the
      and Disability Insur ................. $__________    Insurance Company
   e. Service Contract ..................... $__________ Paid to ______
   f. ______________________________________ $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g) .................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--Except as set forth in the paragraph below entitled "Waiver
of Gap Account, "I promise to pay you the Total of Payments in accordance
with the payment schedule set forth above. The Customer and Co-Customer are
jointly and severally liable to you. This means that you can collect any
amounts owed from either the Customer or the Co-Customer individually or from
both of us jointly. Upon payment in full of this contract, assuming that the
vehicle is still located in the state shown above, I will have to pay a
$__________________________ (estimated) fee to public officials to release of
record the security interest taken by you as set forth on the reverse side of
this contract.

WAIVER OF GAP AMOUNT-In the event of a total loss of the vehicle occasioned
by its theft, confiscation or physical damage, I will not be liable to pay
you the gap amount. As used in this contract, the "gap amount" is the
difference, if any, between (i) the amount owed by me under this contract as
of the date of such total loss, and (ii) the sum of (a) any unpaid amounts
arising from my failure to fulfill the obligations under this contract that
had accrued prior to the date of such total loss and (b) the actual cash
value of the vehicle (if property insurance covering the vehicle is in effect
on the date of such loss, the "actual cash value" will have the same meaning
as under the insurance policy).

-------------------------------------------------------------------------------

Date you start charging finance charge, if not the same as the date of this
contract:________________________________, 19______ (if a date is filled in,
it means that I have not yet received the vehicle, but expect to receive it
by that date).

-------------------------------------------------------------------------------

                              SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                    Service Contract Price: $__________________

Service Contract Administrator:________________________________________________

Term:_____________________________________________________ My Initials_________

_______________________________________________________________________________

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INSURE AGAINST LIABILITY FOR BODILY INJURY OR
PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.

-------------------------------------------------------------------------------

If the box above warranting that the vehicle is being purchased for personal,
family or household purposes is checked, the following notice applies;
otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

-------------------------------------------------------------------------------

                             NOTICE TO THE BUYER

 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACE.
 2. YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY OF THE AGREEMENT.
 3. UNDER THE LAW, YOU A RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND
UNDER CERTAIN CONDITIONS TO OBTAIN A PARTIAL REFUND OF THE CREDIT SERVICE
CHARGE. 4. ACCORDING TO LAW YOU HAVE THE PRIVILEGE OF PURCHASING THE
INSURANCE ON THE MOTOR VEHICLE PROVIDED FOR IN THIS CONTRACT FROM AN AGENT OR
BROKER OF YOUR OWN SELECTION.

-------------------------------------------------------------------------------
I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALMENT CONTRACT WHICH WAS
FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

                         RETAIL INSTALMENT CONTRACT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

NY MV (6/95)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I irrevocably appoint you as my agent for the purpose of
obtaining and applying to the unpaid balance any insurance proceeds relating
to persons or property including return or unearned premiums, and the
proceeds of any service contract. I direct any insurer to pay you directly.
In the event of default, you may cancel all insurance and any service
contract and credit any refund to the unpaid balance if permitted by law. As
such agent, you may sign my name to any documents necessary to transfer title
to the the vehicle or to carry out the provisions of this contract. I waive
all marital rights and exemptions relating to any property in which I
have granted you a security interest.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments on its due date, or
if I die, or if the credit application I furnished to you is false or
misleading in any material respect, or if all or any part of the Collateral
or any interest therein is sold, transferred, encumbered, leased or rented
(whether voluntarily, by operation of law or otherwise) without your advance
written consent, or if I do not comply with any other requirement of this
contract, or if bankruptcy or insolvency proceedings are brought by or
against me, or if I abandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my
property or the Collateral, the full amount I owe, after deducting the
charges which you have not yet earned, will become due, if you desire,
without your advising me. The charges which you have not yet earned will be
computed according to applicable law, but in any event will not be less than
the refund that would be given if I prepaid this contract in full on the date
the full amount I owe, less the deductions, becomes due.

REMEDIES--If I have not met the requirements of this contract, you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to effect the repossession. Except to the extent otherwise provided in the
New York Motor Vehicle Retail Instalment Sales Act, including my rights under
that Act to cure a default prior to your sale of the vehicle following
repossession, you have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract are on or in the Collateral at the time
of repossession. If I fail to do this I will have abandoned the articles left
in the Collateral and you will not have responsibility to me to care for
them. If you sell my Collateral you have the right to sell to a dealer. If
you have to give me notice of sale, 10 days is sufficient. The proceeds of
the sale (minus reasonable expenses incurred) will be credited to my unpaid
balance. If any money is left over after you have applied it to my obligation
under this contract, it will be paid to the persons legally entitled to it,
but if any money is still owing, I agree to pay you the balance, except as
set forth in the paragraph on the front entitled "Waiver of Gap Amount". I
will pay your reasonable attorney's fees not to exceed 15% of the amount due
and payable under this contract, court costs, and disbursements if you refer
this contract to an outside attorney for collection. I will also pay you a
charge of $20.00 for each dishonored check or similar instrument received by
you in payment on this contract.

REBATE FOR PREPAYMENT--At any time, I have the right to pay this contract in
full or to pay more than my schedule requires. If I pay in full ahead of
schedule, you will refund the unearned Finance Charge. The amount of the
refund will be determined by using a generally accepted "Actuarial" method.
You will subtract $15 from the Finance Charge before figuring the refund. You
will not pay me any refund under $1.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me. If I fail to file an insurance claim within 60 days after a casualty
to the Collateral you may file a claim and settle it with the insurance
company on whatever terms you decide, and I irrevocably appoint you as my
agent for this purpose.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us.

FURTHER INSURANCE PROVISION--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, I
agree to reimburse you either in a lump sum on your demand or in equal
instalments over the remaining term, concurrent with remaining instalments,
together with interest at the Annual Percentage Rate disclosed on the face of
this contract in accordance with the New York Motor Vehicle Retail Instalment
Sales Act.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

------------------------------------------------------------------------------
LEMON LAW NOTICE TO BUYER(S) OF USED OR DEMONSTRATION VEHICLES--The Used Car
Lemon Law requires that buyers of used or demonstration vehicles must receive
a written warranty from the Seller if the vehicle is of a type ordinarily
used for person, family or household purposes. Under certain circumstances,
the Used Car Lemon Law allows buyer(s) of used or demonstration vehicles to
receive a refund of the purchase price if the Seller cannot within a
reasonable period of time correct a covered defect which substantially
impairs the value of the vehicle. IN CALCULATING THE PURCHASE PRICE TO BE
REFUNDED, THE VALUE OF ANY TRADE-IN VEHICLE NOT RETURNED BY THE SELLER WILL
BE DETERMINED BY REFERENCE TO THE WHOLESALE VALUE LISTED IN THE NATIONAL AUTO
DEALERS ASSOCIATION USED CAR GUIDE, OR ANOTHER GUIDE APPROVED BY THE
COMMISSIONER OF MOTOR VEHICLES, AS ADJUSTED FOR MILEAGE, IMPROVEMENTS AND ANY
MAJOR DEFECTS RATHER THAN THE VALUE LISTED IN THIS CONTRACT.
--------------------------------------------------------------------------------

     This contract shall be governed by the laws of the State of New York.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Instalment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration, Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct, (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Instalment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALMENT           ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                                Customer's Phone No    Seller's Address                          Phone No

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing
this contract. The words "you" and "your" refer to the Seller (or Holder if
this contract is assigned).

I have today bought and received in satisfactory condition the vehicle
described below, including attachments, equipment, accessories and related
services (referred to collectively in this contract as "vehicle"), under the
terms and provisions on the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No)    Registration No

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one).                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
My payment schedule will be           Number of Payments            Amount of Payments          When Payments Are Due
                                                                                                Monthly Beginning:
                                     ----------------------------------------------------------------------------------------------

                                     ----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Security      __ I am giving a security interest in the goods or property
                 being purchased
Late Charge   __ If a payment is more than 10 days late, I will be charged a
                 late charge of 5% of the scheduled payment.
Prepayment    __ If I pay off early, I will not have to pay a penalty.
Filing Fees   __ $_______________________

See the contract document for any additional information about nonpayment,
default, any required payment in full before the scheduled date, and
prepayment refunds and penalties.                          "e" means estimate

-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1.  Cash Price ............................................. $__________
    Cash Downpayment ......................... $__________
    Trade-in (Yr. Make Model
    _____________________________________
    a. Gross ................ $__________
    b. Less Owing ........... $__________
    c. Net Trade-in .......................... $__________
2.  Total Downpayment ...................................... $__________
3.  Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4.  Other Charges
    a. Official Fees (Specify) ............... $__________
       _______________________________________ $__________
    b. Taxes (Not included in Cash Price)..... $__________   Paid to
    c. License Fees.......... $__________                    Public Officials
       Certif. of Title Fees. $__________
       Regist. Fees.......... $__________      $__________
    d. Credit Life or Credit Life                            Paid to the
       and Disability Insur................... $__________   Insurance Company
    e. Service Contract ...................... $__________ Paid to _________
    f. _______________________________________ $__________ Paid to _________
    g. _______________________________________ $__________ Paid to _________
    Total Other Charges (a+b+c+d+e+f+g)..................... $______________
5.  Amount Financed (3+4) .................................. $______________
6.  Finance Charge ......................................... $______________
7.  Total of Payments (5+6) ................................ $______________
8.  Total Sale Price (1+4+6) ............................... $______________
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY-I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full. I will make payments in accordance with the payment schedule set
forth above. If any payment is late, I will have to pay a greater finance
charge than is shown because of the additional finance charge which accrues.
If any payment is received before its due date, the finance charge will be
less. The net amount of increases and decreases will be reflected in the last
payment. This means the last payment could be more or less than the amount of
the regularly scheduled payments.

     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.

WAIVER OF GAP AMOUNT-In the event of a total loss of the vehicle occasioned
by its theft, confiscation or physical damage, I will not be liable to pay you
the gap amount. As used in this contract, the "gap amount" is the difference,
if any, between (i) the amount owed by me under this contract as of the date
of such total loss, and (ii) the sum of (a) any unpaid amounts arising from
my failure to fulfill the obligations under this contract that had accrued
prior to the date of such total loss and (b) the actual cash value of the
vehicle (if property insurance covering the vehicle is in effect on the date
of such loss, the "actual cash value" will have the same meaning as under the
insurance policy).

-------------------------------------------------------------------------------

                                  SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                 Service Contract Price $______________________

Service Contract Administrator: _______________________________________________

Term: ________________________________________________  My initials ___________
_______________________________________________________________________________
_______________________________________________________________________________

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.

-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature

-------------------------------------------------------------------------------

PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Requests(s) / / Credit Life Insurance only. / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at
    left for the entire term of this contract, unless the term is set forth
    herein:   ___________________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only. / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INSURE AGAINST LIABILITY FOR BODILY INJURY
OR PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

If the box above warranting that the vehicle is being purchased for personal,
family or household purposes is checked, the following notice applies;
otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

-------------------------------------------------------------------------------

                             NOTICE TO BUYER

   1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY
BLANK SPACE.
   2. YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS AGREEMENT.
   3. UNDER THE LAW, YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT
DUE. IF YOU DO SO, YOU MAY, DEPENDING ON THE NATURE OF THE CREDIT SERVICE
CHARGE, EITHER: (a) PREPAY WITHOUT PENALTY, OR (b) UNDER CERTAIN
CIRCUMSTANCES OBTAIN A REBATE OF THE CREDIT SERVICE CHARGE.
   4. ACCORDING TO LAW YOU HAVE THE PRIVILEGE OF PURCHASING THE INSURANCE ON
THE MOTOR VEHICLE PROVIDED FOR IN THIS CONTRACT FROM AN AGENT OR BROKER OF
YOUR OWN SELECTION.

-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALMENT CONTRACT WHICH
WAS FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

                         RETAIL INSTALMENT CONTRACT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Customer                                                   Date

-------------------------------------------------------------------------------
Co-Customer                                                Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                      Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                      Date

   NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
           PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

NY MV (11/95)


<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I irrevocably appoint you as my agent for the purpose of
obtaining and applying to the unpaid balance any insurance proceeds relating
to persons or property including return or unearned premiums, and the proceeds
of any service contract I direct any insurer to pay you directly. In the event
of default, you may cancel all insurance and any service contract and credit
any refund to the unpaid balance if permitted by law. As such agent, you may,
to the extent not prohibited by law, sign my name to any documents necessary
to transfer title to the vehicle. I waive all marital rights and exemptions
relating to any property in which I have granted you a security interest.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments on its due date, or
if I die, or if the credit application I furnished to you is false or
misleading in any material respect, or if all or any part of the Collateral
or any interest therein is sold, transferred, encumbered, leased or rented
(whether voluntarily, by operation of law or otherwise) without your advance
written consent, or if I do not comply with any other requirement of this
contract, or if bankruptcy or insolvency proceedings are brought by or
against me, or if I abandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my
property or the Collateral, the full unpaid amount financed and accrued and
unpaid finance charge and all other amounts I then owe you under this
contract will become due, if you desire, without your advising me.

REMEDIES--If I have not met the requirements of this contract you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to effect the repossession. Except to the extent otherwise provided in the
New York Motor Vehicle Retail Instalment Sales Act, including my rights under
that Act to cure a default prior to your sale of the vehicle following
repossession, you have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested within 1 week after repossession if I claim that any
articles not covered by this contract are on or in the Collateral at the time
of repossession. If I fail to do this I will have abandoned the articles left
in the Collateral and you will not have responsibility to me to care for
them. If you sell my Collateral you have the right to sell to a dealer. If
you have to give me notice of sale, 10 days is sufficient. The proceeds of
the sale (minus reasonable expenses incurred) will be credited to my unpaid
balance if any money is left over after you have applied it to my obligation
under this contract, it will be paid to the persons legally entitled to it,
but if any money is still owing, I agree to pay you the balance except as set
forth in the paragraph on the front entitled "Waiver of Gap Amount." I will
pay your reasonable attorney's fees not to exceed 15% of the amount due and
payable under this contract, court costs, and disbursements if you refer this
contract to an outside attorney for collection. I will also pay you a charge
of $20.00 for each dishonored check or similar instrument received by you in
payment on this contract.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me in which event I agree to reimburse such amount to you, and such
amount will be secured by the Collateral. If I fail to file an insurance
claim within 60 days after a casualty to the Collateral you may file a claim
and settle it with the insurance company on whatever terms you decide, and I
irrevocably appoint you as my agent for this purpose.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us, in an amount either equal to the value of the
Collateral or less at your option.

FURTHER INSURANCE PROVISION--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, you
may, but will not be obligated to, pay the appropriate amount for me and add
the amount paid to the amount due under this contract, in which event I agree
to reimburse such amount to you, either in a lump sum on your demand or in
equal instalments over the remaining term concurrent with remaining
instalments, together with interest at the Annual Percentage Rate disclosed
on the face of this contract in accordance with the New York Motor Vehicle
Retail Instalment Sales Act, and such amount will be secured by the
Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

------------------------------------------------------------------------------
LEMON LAW NOTICE TO BUYER(S) OF USED OR DEMONSTRATION VEHICLES--The Used Car
Lemon Law requires that buyers of used or demonstration vehicles must receive
a written warranty from the Seller if the vehicle is of a type ordinarily
used for person, family or household purposes. Under certain circumstances,
the Used Car Lemon Law allows buyer(s) of used or demonstration vehicles to
receive a refund of the purchase price if the Seller cannot within a
reasonable period of time correct a covered defect which substantially
impairs the value of the vehicle. IN CALCULATING THE PURCHASE PRICE TO BE
REFUNDED, THE VALUE OF ANY TRADE-IN VEHICLE NOT RETURNED BY THE SELLER WILL
BE DETERMINED BY REFERENCE TO THE WHOLESALE VALUE LISTED IN THE NATIONAL AUTO
DEALERS ASSOCIATION USED CAR GUIDE, OR ANOTHER GUIDE APPROVED BY THE
COMMISSIONER OF MOTOR VEHICLES, AS ADJUSTED FOR MILEAGE, IMPROVEMENTS AND ANY
MAJOR DEFECTS RATHER THAN THE VALUE LISTED IN THIS CONTRACT.
------------------------------------------------------------------------------

     This contract shall be governed by the laws of the State of New York.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Instalment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right,
title and interest of Seller in the vehicle, to the Assignee named on the
face of this Contract, its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and, for the same consideration, Seller agrees that this assignment is subject
to the following terms and conditions, as well as the terms and conditions
contained in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and or shall apply only if
the Contract shall become delinquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Instalment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged a late charge of 5% of the scheduled payment.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life and/or Credit                             Paid to the
      Disability Insurance ................. $__________    Insurance Company *

   e. Service Contract ..................... $__________ Paid to ______*
   f. Vendor's Single Interest Insurance ... $__________ Paid to ______*
   g. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g) .................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full. I will make payments in accordance with the payment schedule set
forth above. If any payment is late, I will have to pay a greater finance
charge than is shown because of the additional finance charge which accrues. If
any payment is received before its due date, the finance charge will be less.
The net amount of increases and decreases will be reflected in the last
payment. This means the last payment could be more or less than the amount
of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.


WAIVER OF GAP AMOUNT--In the event of a total loss of the vehicle occasioned
by its theft, confiscation or physical damage, I will not be liable to pay
you the gap amount. As used in this contract, the "gap amount" is the
difference, if any, between (i) the amount owed by me under this contract as
of the date of such total loss, and (ii) the sum of (a) any unpaid amounts
arising from my failure to fullfill the obligations under this contract that
had accrued prior to the date of such total loss and (b) the actual cash
value of the vehicle (if property insurance covering the vehicle is in effect
on the date of such loss, the "actual cash value" will have the same meaning
as under the insurance policy).



-------------------------------------------------------------------------------


                             SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.


                                          Service Contract Price: $ ____________

Service Contract Administrator: ________________________________________________

Term: ______________________________________________________ My initials _______

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND ANY INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $__________,
and is reflected in Item 4f at left. VENDOR'S SINGLE INTEREST INSURANCE IS
SOLELY FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR
THE BENEFIT OF THE CUSTOMER OR THE CO-CUSTOMER.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance, at a cost of $______.
    / / Credit Disability Insurance, at a cost of $______. If credit life
    insurance and/or credit disability insurance is selected the cost of this
    insurance is shown in Item 4d at left for the entire term of this contract,
    unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INSURE AGAINST LIABILITY FOR BODILY INJURY
OR PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

If the box above warranting that the vehicle is being purchased for personal,
family or household purposes is checked, the following notice applies;
otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.
-------------------------------------------------------------------------------

                            NOTICE TO THE BUYER

1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACE.
2. YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS AGREEMENT.
3. UNDER THE LAW, YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT
DUE. IF YOU DO SO, YOU MAY, DEPENDING ON THE NATURE OF THE CREDIT SERVICE
CHARGE, EITHER: (a) PREPAY WITHOUT PENALTY, OR (b) UNDER CERTAIN
CIRCUMSTANCES OBTAIN A REBATE OF THE CREDIT SERVICE CHARGE.
4. ACCORDING TO LAW YOU HAVE THE PRIVILEGE OF PURCHASING THE INSURANCE ON THE
MOTOR VEHICLE PROVIDED FOR IN THIS CONTRACT FROM AN AGENT OR BROKER OF YOUR
OWN SELECTION.
-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALMENT CONTRACT WHICH WAS
FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.
                         RETAIL INSTALMENT CONTRACT
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

NY MV (6/97)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I irrevocably appoint you as my agent for the purpose of
obtaining and applying to the unpaid balance any insurance proceeds relating
to persons or property, including return or unearned premiums, and the
proceeds of any service contract. I direct any insurer to pay you directly. In
the event of default, you may cancel all insurance and any service contract
financed as part of this contract and credit any refund to the unpaid balance
if permitted by law. As such agent, you may, to the extent not prohibited by
law sign my name to any documents necessary to transfer title to the vehicle.
I waive all marital rights and exemptions relating to any property in which I
have granted you a security interest.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments on its due date, or
if I die, or if the credit application I furnished to you is false or
misleading in any material respect, or if all or any part of the Collateral
or any interest therein is sold, transferred, encumbered, leased or rented
(whether voluntarily, by operation of law or otherwise) without your advance
written consent, or if I do not comply with any other requirement of this
contract, or if bankruptcy or insolvency proceedings are brought by or
against me, or if I abandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my
property or the Collateral, the full unpaid amount financed and accrued and
unpaid balance charged and all other amounts I then owe you under this
contract will become due if you desire, without your advising me.

REMEDIES--If I have not met the requirements of this contract you may
peacefully and lawfully repossess the Collateral and you may peaceably and
lawfully enter my premises to effect the repossession. Except to the extent
otherwise provided in the New York Motor Vehicle Retail Instalment Sales Act,
including my rights under that Act to cure a default prior to your sale of
the vehicle following repossession, you have all the rights of a secured
party under the Uniform Commercial Code. I will send written notice to you by
certified mail, return receipt requested, within 1 week after repossession if
I claim that any articles not covered by this contract are on or in the
Collateral at the time of repossession. If I fail to do this I will have
abandoned the articles left in the Collateral and you will not have
responsibility to me to care for them. If you sell my Collateral you have the
right to sell to a dealer. If you have to give me notice of sale, 10 days is
sufficient. The proceeds of the sale (minus reasonable expenses incurred)
will be credited to my unpaid balance. If any money is left over after you
have applied it to my obligation under this contract, it will be paid to the
persons legally entitled to it, but if any money is still owing, I agree to
pay you the balance, except as set forth in the paragraph on the front
entitled "Waiver of Gap Amount". I will pay your reasonable attorney's fees
not to exceed 15% of the amount due and payable under this contract, court
costs, costs and disbursements if your refer this contract to an outside
attorney for collection. I will also pay you a charge of $20.00 for each
dishonored check or similar instrument received by you in payment on this
contract.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding unless
it is in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract. I UNDERSTAND AND CONSENT THAT SOME
PAYMENTS TO THIRD PARTIES FINANCED AS PART OF THIS CONTRACT MAY INVOLVE MONEY
RETAINED BY YOU OR PAID BACK TO YOU AS COMMISSION OR OTHER REMUNERATION.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract in accordance with the
New York Motor Vehicle Retail Instalment Sales Act and such amount will be
secured by the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage including Vendor's Single
Interest Insurance if the law permits you to charge me for that insurance.
The insurance I obtain, which must be satisfactory to you and which must be
in an amount at least equal to the value of the Collateral, will contain a
long form loss payable clause endorsement naming you or anyone to whom you
assign this contract as loss payee. If I do not buy insurance, or if at any
time during the term of this contract the insurance is cancelled or cannot be
obtained for any reason, I understand that you may if you choose obtain
insurance protecting both or either of us, in an amount either equal to the
value of the Collateral or less at your option. If I fail to file an
insurance claim within 60 days after a casualty to the Collateral you may
file a claim and settle it with the insurance company on whatever terms you
decide, and I irrevocably appoint you as my agent for this purpose.

FURTHER INSURANCE PROVISION--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, you
may, but will not be obligated to, pay the appropriate amount for me and add
the amount paid to the amount I owe under this contract, in which event I
agree to reimburse such amount to you, either in a lump sum on your demand or
in equal installments over the remaining term, concurrent with remaining
installments together with interest at the Annual Percentage Rate disclosed
on the face of this contract in accordance with the New York Motor Vehicle
Retail Instalment Sales Act, and such amount will be secured by the
Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     Except as provided on such window form, if any, the vehicle is sold as
is and no warranties, express or implied, representations, promises or
statements as to the condition, fitness or merchantability of the vehicle
have been made by you unless covered by a separate statement delivered to me.
However, if you make a written warranty covering the vehicle or, within 90
days from the date of this contract, you extend a service contract covering
the vehicle, this exclusion of warranties will not affect any implied
warranties during the term of the applicable written warranty of service
contract. A statement as to year model is for identification only. No changes
may be made in the requirements of this paragraph unless in writing and
signed by you and me. If any part of this paragraph is not permitted by law,
that part will be ineffective, but the remainder of the paragraph will remain
in force.

------------------------------------------------------------------------------
LEMON LAW NOTICE TO BUYER(S) OF USED OR DEMONSTRATION VEHICLES--The Used Car
Lemon Law requires that buyers of used or demonstration vehicles must receive
a written warranty from the Seller if the vehicle is of a type ordinarily
used for person, family or household purposes. Under certain circumstances,
the Used Car Lemon Law allows buyer(s) of used or demonstration vehicles to
receive a refund of the purchase price if the Seller cannot within a
reasonable period of time correct a covered defect which substantially
impairs the value of the vehicle. IN CALCULATING THE PURCHASE PRICE TO BE
REFUNDED, THE VALUE OF ANY TRADE-IN VEHICLE NOT RETURNED BY THE SELLER WILL
BE DETERMINED BY REFERENCE TO THE WHOLESALE VALUE LISTED IN THE NATIONAL AUTO
DEALERS ASSOCIATION USED CAR GUIDE, OR ANOTHER GUIDE APPROVED BY THE
COMMISSIONER OF MOTOR VEHICLES, AS ADJUSTED FOR MILEAGE, IMPROVEMENTS AND ANY
MAJOR DEFECTS RATHER THAN THE VALUE LISTED IN THIS CONTRACT.
--------------------------------------------------------------------------------

     This contract shall be governed by the laws of the State of New York.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
and (d) absolutely and unconditionally agree that Assignee may proceed
against Seller, directly and independently of Customer.

4.  Seller absolutely and unconditionally agrees that the liability of Seller
hereunder shall not in any way be affected or impaired by the cessation of
Customer's liability for any reason (other than full payment of the Contract)
or by any extension, forbearance or change of the rate of finance charge in
connection with the Contract, or by acceptance, release or substitution of
any part of the goods, or by any impairment or suspension of any remedies or
rights by Assignee against Customer, except as modified by any underlying
dealer agreement of Seller.

5.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

6.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<Caption>
<S><C>

LONG BEACH ACCEPTANCE CORP.

                                               TRUTH IN LENDING DISCLOSURE STATEMENT
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   FINANCE CHARGE          AMOUNT FINANCED        TOTAL OF PAYMENTS           TOTAL SALE PRICE
The cost of your credit  The dollar amount the   The amount of credit   The amount you will have    The total cost of your purchase
as a yearly rate.        credit will cost you.   provided to you or on  paid after you have made    on credit, including your down
                                                 your behalf.           all payments as scheduled.  payment of $___________________
           %             $                       $                      $                           $
-----------------------------------------------------------------------------------------------------------------------------------

  YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------   SECURITY: You are giving a security interest in
Number of Payments       Amount of Payments       When Payments are Due                   the goods or property being purchased
-----------------------------------------------------------------------------
                                                  Monthly starting              FILING FEES: $_______________________________
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
LATE CHARGE: If a payment is more than 10 days late, you will be charged a late charge of $10.00.                "e" means estimate
PREPAYMENT: If you pay off early, you may be entitled to a refund of part of the finance charge.
See your contract documents for additional information about nonpayment, default, required repayment in full before the scheduled
date, and prepayment refunds and penalties.

-----------------------------------------------------------------------------------------------------------------------------------

                                            RETAIL INSTALLMENT SALE AGREEMENT

                                                                Date _______________

BUYER______________________________________________________________________________________________________________________________
                        (Name)                   (No. and Street)                   (City)                    (State and Zip Code)

BUYER______________________________________________________________________________________________________________________________
                        (Name)                   (No. and Street)                   (City)                    (State and Zip Code)

SELLER_____________________________________________________________________________________________________________________________
                        (Name)                   (No. and Street)                   (City)                    (State and Zip Code)

      In this Agreement the words "you" and "your" refer to each and all of the persons who sign as Buyer.
      The words "we," "our," and "us" refer to the organization named as Seller and to anyone to whom this Agreement is
      transferred.
      We have today sold and you have today purchased and received in satisfactory condition the property described below. You
      had a choice of paying either the cash price or the total sale price and chose the total sale price.
      ASSIGNMENT: You understand that this Agreement will be assigned and transferred to Long Beach Acceptance Corp. ("LBAC").
      LBAC may assign this Agreement without your consent.
      THE PROPERTY: This Agreement contains the terms and conditions of your purchase of the following property (referred to in
      this Agreement as the "Property") from the Seller.

-------------------------------------------------------------------------------------------------
NEW   / /      YEAR       MAKE          MODEL              SERIAL NO.           KEY NO.
USED  / /
-------------------------------------------------------------------------------------------------
Additional Description:
-------------------------------------------------------------------------------------------------
Other Special Equipment: / /Radio  / /Automatic Transmission  / /Power Steering  / /Power Brakes  / /Air Conditioner  Other _______

You agree to use the Property primarily for / / personal, family or household purposes or / / business or agricultural purposes

The Property will be kept at your address above or ________________________________________________________________________________

If you change the address where the Property is kept before the Property is fully paid for, you agree to tell us in writing of the
new address.
-----------------------------------------------------------------------------------------------------------------------------------
                                     STATE DISCLOSURES AND ITEMIZATION OF AMOUNT FINANCED

 1. CASH PRICE (Sales Tax $______)...............  $_________

 2. DOWN PAYMENT
    A. TRADE-IN          Make_______ Year _______
       Model ____________________________________
       Serial No. _______________________________
       Trade-In-Value ......$_________
    B. Unpaid Balance
       Owing ...............$_________
    C. Net Trade-In-Amount ............ $_________
    D. Cash Down Payment .............. $_________
    E. TOTAL DOWN PAYMENT
       (Item 2C plus Item 2D).......... $_________

 3. UNPAID BALANCE OF CASH PRICE
    (Item 1 less Item 2E) ........................ $_________

 4. OFFICIAL FEES (FILING FEES PAID TO
    PUBLIC OFFICIALS) ............................ $_________

 5. OTHER CHARGES

    A. To Seller ...................... $ ________
    B. To Insurance Company:
       Credit Life Insurance .......... $ ________*
       Credit Disability Insurance .... $ ________*
       Collision Insurance ............ $ ________*
       Comprehensive Insurance ........ $ ________*
    C. To Others (specify name and
       purpose):
     To: ______________________________ $ ________* Service Contract
     To: ______________________________ $ ________* Debt Cancellation Coverage

 6. TOTAL OTHER CHARGES .......................... $_________
 7. AMOUNT FINANCED
    (Item 3 plus Item 4 plus Item 6).............. $_________
 8. FINANCE CHARGE ............................... $_________
 9. TOTAL OF PAYMENTS (Item 7 plus Item 8) ....... $_________
10. TOTAL SALE PRICE (Item 1 plus Item 4 plus
    Item 6 plus Item 8) .......................... $_________

* Seller may be retaining a portion of this amount.

PROMISE TO PAY: You promise to pay the Total of Payments (Item 9 above) in ________ equal consecutive monthly installments of
$________________ each. You will begin making installment payments on __________________________, 19___ and will continue to make
payments on the same day each month until the Total of Payments is paid in full.

PROPERTY INSURANCE: You promise to keep the Property insured for its full value against loss or damage by fire, collision, theft
or any casualty with an insurance company acceptable to us. The policy must say that the Seller, or anyone this Agreement is
transferred to, is to be paid if there is a loss. If we ask you, you promise to deliver the policy to us. If we receive payment
of a claim, we may choose to let you use the money to repair the damage to the Property, or we may use the money to reduce the
amount you owe us. We can insure the Property (although we don't have to) if you do not. If we pay any insurance premiums, we
will add the amount we pay to the amount you owe us. This amount is payable by you upon demand by us with interest until paid, at
the interest rate stated in the "Annual Percentage Rate" box in the Truth in Lending Disclosure Statement for this Agreement if
permitted by law or, if not, at the highest lawful rate.

YOU MAY OBTAIN PROPERTY INSURANCE FROM ANYONE YOU WANT THAT IS ACCEPTABLE TO US; IF YOU GET THE INSURANCE FROM US YOU AGREE TO
PAY THE FOLLOWING CHARGES.

A. Collision Insurance for a term of ______ months with a deductible of $____________ at a cost of $____________
B. Comprehensive Insurance (Fire and Theft) for a term of ______ months with a deductible of ____________ at a cost of $___________
C. (Other) ________________________________________________________________________________________________________________________

   The total cost if obtained through us is ................... $_________________ (no property insurance coverages are included
   except as shown here and under Item 5B above)

THIS DOES NOT INCLUDE INSURANCE ON YOUR LIABILITY FOR BODILY INJURY OR
PROPERTY DAMAGE. WITHOUT SUCH INSURANCE, YOU MAY NOT
OPERATE THIS VEHICLE ON PUBLIC HIGHWAYS.

CREDIT INSURANCE: CREDIT LIFE INSURANCE AND CREDIT DISABILITY INSURANCE ARE NOT REQUIRED TO OBTAIN CREDIT, AND WILL NOT BE
PROVIDED UNLESS YOU SIGN AND AGREE TO PAY THE ADDITIONAL COST.
-----------------------------------------------------------------------------------------------------------------------------------
      TYPE                       PREMIUM                                   SIGNATURE
-----------------------------------------------------------------------------------------------------------------------------------
 Credit Life Insurance                             I want Credit Life Insurance
                              $                      Signature ____________________________ Signature __________________________
-----------------------------------------------------------------------------------------------------------------------------------
 Credit Disability Insurance                       I want Credit Disability Insurance
                              $                      Signature __________________________
-----------------------------------------------------------------------------------------------------------------------------------
NOTICE: Only the person(s) who signs for Credit Insurance (either Credit Life or Credit Disability) will be insured. See "Notice
of Proposed Insurance" or the Certificate of Insurance for more details.

DEBT CANCELLATION COVERAGE ELECTION

DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER
The person(s) signing this Debt Cancellation Coverage election (check applicable box)

/ / Request(s) Debt Cancellation Coverage canceling all or part of the remaining balance due on this Agreement when the vehicle
securing this Agreement is a total loss as the result of theft, confiscation or physical damage and the settlement payment, if
any, made by my (our) primary automobile insurance is not sufficient to pay that balance. If Debt Cancellation Coverage is
elected the cost of this coverage is shown in Item 5C above for the entire term of this Agreement, unless the term is set forth
herein: _________ months.

/ / Do(es) not want any Debt Cancellation Coverage.

________________________________________________________________     ______________________________________________________________
Buyer's Signature to above statement                 Date Signed     Buyer's Signature to above statement               Date Signed

                                                        NOTICE TO RETAIL BUYER
                                    DO NOT SIGN THIS CONTRACT IN BLANK.
                                    YOU ARE ENTITLED TO A COPY OF THE CONTRACT AT THE TIME YOU SIGN.
                                    KEEP IT TO PROTECT YOUR LEGAL RIGHTS.
BUYER(S) ACKNOWLEDGE(S) RECEIPT OF A COMPLETED COPY OF THIS CONTRACT AT THE TIME OF SIGNING AND AGREE(S) TO ALL ITS TERMS.

________________________________________________________________     ______________________________________________________________
Signature of Buyer                                   Date Signed     Signature of Buyer                                 Date Signed

                            NOTICE: SEE REVERSE SIDE FOR ADDITIONAL TERMS AND IMPORTANT INFORMATION
           THIS AGREEMENT is accepted by the Seller and assigned to Long Beach Acceptance Corp. (referred to in the
           Assignment as "LBAC") in accordance with the terms of the Assignment set forth on the reverse side.

 Seller:                                    By:                                     Title:
 _________________________________________     ____________________________________       _______________________________________

</Table>

NJ/MV (4/97)

<Page>

                      RETAIL INSTALLMENT SALE AGREEMENT

                            OTHER IMPORTANT TERMS


PREPAYMENT: You can prepay any amount due under this Agreement at any time.
If you prepay the whole amount you owe, any unearned part of the Finance
Charge will be rebated as explained below.

Your refund will be rebated under the commonly used "Actuarial Refund
Method." If the date on which the prepayment is made is within 12 months
after the first installment payment is due, you will be charged a prepayment
penalty. The amount of this penalty will be (a) $20.00 if the original Amount
Financed is $2,000.00 or less or (b) 1% of the original Amount Financed if
the original Amount Financed is more than $2,000.00 but not more than
$5,000.00 or (c) $100.00 if the original Amount Financed exceeds $5,000.00.

LATE CHARGE: If you have not made an installment payment within 10 days of
the date when it is due, you will pay a late charge of $10.00

TAXES AND FEES: You promise to pay all taxes and fees relating to the
Property. If we ask, you promise to provide us with proof of any of these
payments. We can pay any of the taxes or fees if you don't (although we don't
have to). If we pay any taxes or fees, to the extent permitted by law you
promise to repay us on demand together with interest at the Annual Percentage
Rate disclosed on the front if permitted by law or, if not, at the highest
lawful rate.

SECURITY INTEREST: To secure what you owe under this Agreement, you give us
what is known as a security interest in the Property, including all proceeds
of the Property, and including all items later installed or affixed to the
Property. This means that we have the right to sell the Property to repay
what you owe us if you are in default of this Agreement. You agree not to
sell, transfer or give away the Property without our prior written permission.

MAINTENANCE: You promise to maintain the Property in good condition and to
protect it against loss, damage and destruction from any cause.

OTHER PROMISES:

     You also promise to:

     1.   have our security interest shown on any document or certificate of
          title for the Property,

     2.   permit us to inspect the Property at all reasonable times, and

     3.   notify us immediately in writing at the address where you are
          making your payments if the Property is significantly damaged
          or stolen.

ENTIRE BALANCE DUE: If you haven't made a payment when you promised to make
it, or if an Event of Default happens (these are explained below) we can
declare the entire amount owing under this Agreement, after deducting any
charges we have not yet earned, due and payable at once without notice and
demand to you.

AN EVENT OF DEFAULT MEANS:

     1.   if you break one of your promises you have made under this
          Agreement; or

     2.   if you made any false or misleading statement on your application;
          or

     3.   if you become insolvent or file for bankruptcy; or

     4.   if you are or become incompetent; or

     5.   if any other creditor tries by legal process to take any of your
          property or money.

REPOSSESSION: If we declare the entire amount owing under this Agreement due
and payable in accordance with the terms of this Agreement, you promise to
deliver the Property to us. If you don't we can peacefully and lawfully
enter the premises where it is kept and take the Property without notice to
you. If we repossess the Property and if it contains items in which we do not
have a security interest, we will treat these items as abandoned unless you
claim these items by notifying us in writing within 10 days of the date of
repossession. We can sell the Property at a public or private sale. If the
law requires us to give you advance notice of this sale, you agree that 10
days will be enough notice. We may, to the extent permitted by law, pay our
expenses in repossessing, storing and selling the Property (including
attorney's fees) out of the money we receive from the sale. If the money we
receive from this sale is not enough to repay what you owe us, you will still
owe us the difference. You or any other person legally entitled to it will be
entitled to any excess if the money received from the sale is more than you
owe us.

COLLECTION COSTS: If we hire an attorney who is not our salaried employee to
collect what you owe, you will pay the attorney's fee. The fee will not
exceed 20% of the first $500 and 10% of the amount over $500 that you owe.
You will also pay a return check fee of $20 if a check of yours is returned
to us uncollected due to insufficient funds in your account.

MORE THAN ONE BUYER: When you sign this Agreement as a Buyer, you understand
you are fully responsible for the payments owing under this Agreement, even
if another person also signs this Agreement as a Buyer. We don't have to
notify you that any payment has not been made when due. We can waive the
terms of payment and release the security interest in the Property without
notifying you or releasing you from your responsibilities under this
Agreement.

RISK OF LOSS: You promise to pay us all amounts you owe under this Agreement,
even if the Property is damaged, destroyed or stolen.

IRREGULAR PAYMENTS: We can accept late payments or partial payments, even if
marked "Payment in Full," without losing any of our rights under this
Agreement.

TRANSFER: We have the right to transfer this Agreement to others.

BINDING EFFECT: Until you have paid in full all amounts owing under this
Agreement, this Agreement will be binding on you and all future owners of the
Property. Your heirs and legal representatives will also be responsible under
this Agreement. This Agreement is for our benefit and for the benefit of
anyone to whom we may transfer it.

DELAY IN ENFORCEMENT: We can delay enforcing any of our rights under this
Agreement without losing them. Any waiver by us of our rights under this
Agreement will not be a waiver by us of the same right or any other right on
any other occasion.

CHANGE OF ADDRESS: If you change your address before the amount you owe us is
paid in full, you agree to tell us in writing of your new address.

LAW THAT APPLIES: This Agreement will be governed by the laws of the State of
New Jersey and the United States of America. If a court decides that any part
of this Agreement is invalid, the rest of this Agreement will remain in effect.

USED CAR RULE:   IF THIS AGREEMENT IS FOR THE SALE OF A "USED VEHICLE" AS
                 DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN
                 THE FOLLOWING NOTICE APPLIES:
                 THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
                 IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM
                 OVERRIDES ANY CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

NOTICE:  ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
         AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS
         OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF.
         RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE
         DEBTOR HEREUNDER.

The preceeding NOTICE applies only to goods or services obtained primarily for
personal, family, or household use, and the purchase price does not exceed
$25,000. In all other cases, debtors will not assert against any subsequent
holder or assignee of this Agreement any claims or defenses the debtors may
have against the seller, or against the manufacturers of the goods or
services obtained under this Agreement.

-------------------------------------------------------------------------------

                                  GUARANTY

To induce the Seller to enter into the above Retail Installment Sale Agreement
(the "Agreement"), the undersigned unconditionally guarantees the full
payment and performance of all of the Buyer's obligations under the
Agreement. The obligations of the Agreement may be enforced directly against
the undersigned without first seeking payment or performance from the Buyer
or any other guarantor. Nothing will cancel this Guaranty except the full
payment and performance of the obligations of the Agreement. The undersigned
agrees to any changes, waivers or extensions of the Agreement. The undersigned
acknowledges that the Agreement will be assigned and transferred to the
assignee listed in the "Assignment" section on the face of this Agreement and
that this Guaranty may be enforced directly against the undersigned by any
holder of this agreement. The undersigned waives all notices to which the
undersigned might otherwise be entitled under law. If this Guaranty is signed
by more than one person, each of the undersigned will be individually
responsible for the full payment and performance of all of the Buyer's
obligations under the Agreement. The undersigned's heirs and legal
representatives will also be bound by this Guaranty.


Guarantor _________________________   Address _________________________________


Guarantor _________________________   Address _________________________________


                                SELLER'S ASSIGNMENT

Seller sells and assigns to LBAC all of its right, title and interest in the
above Retail Installment Sale Agreement (the "Agreement"), and the Property
described in the Agreement Seller authorizes LBAC to do every act and thing
necessary to collect and discharge all obligations arising out of the
Agreement and this Assignment.

Seller warrants and represents: (1) The Agreement arose from the sale of the
Property and Seller had title to the Property at the time of the sale free
from any liens or encumbrances, (2) The certificate of title to the Property
shows a first lien or encumbrance for the benefit of LBAC or LBAC's
transferee, (3) All disclosures required by law were properly made to Buyer
prior to Buyer's signing the Agreement, (4) All insurance documentation to be
delivered by Seller will be delivered to Buyer within the time required by
law, (5) Buyer is not a minor, has the capacity to enter into this Agreement
and paid the downpayment from Buyer's own funds as stated in the Agreement,
(6) The Agreement is genuine, in compliance with all applicable laws, and
legally enforceable against Buyer in accordance with its terms; (7) to the
best of Seller's knowledge, all statements made by or on behalf of Buyer and
furnished to LBAC by Seller are true, (8) Seller is licensed as required by
law and has the right and power to make the Agreement with Buyer and this
Assignment to LBAC, and (9) Buyer has taken delivery and accepted the
Property described in the Agreement.

Each of these warranties and representations is material to LBAC's acceptance
of the Agreement. If any of them is breached or is erroneous, without regard
to Seller's knowledge, Seller unconditionally guarantees payment of the
unpaid balance on the Agreement and all losses or expenses (including
attorney's fees) incurred by LBAC as a result of such breach or error.

Seller agrees to indemnify LBAC for any judicial setoff or loss, and for all
costs and expenses in connection therewith, suffered as a result of the
assertion of any claim or defense, whether meritorious or not, of Buyer
against Seller.

If the Agreement is rescinded by court order, Seller shall pay LBAC the full
amount LBAC paid to purchase the Agreement.

Seller shall be liable even if a waiver, compromise, settlement or variation
of the terms of the Agreement releases Buyer.

Seller waives notice of acceptance of this Assignment and notices of
non-payment and non-performance of the Agreement and any other notices
required by law and waives all setoffs and counterclaims.

The liability of Seller under this Assignment will not be affected by any
extension, renewal or other change in the time of payment of the Agreement,
or any change in the manner, place, or terms of payment, or the release
settlement or compromise of or with Buyer, or the release or non-perfection
of any security interest.

In addition, this Assignment includes the provisions of the paragraph signed
below by Seller (if none of the paragraphs below has been signed by Seller,
this Assignment shall include the provisions of the paragraph entitled "FULL
RECOURSE").

WITHOUT RECOURSE: The Agreement is assigned by Seller to LBAC without
recourse to Seller except in the circumstances set forth in the above
Assignment and in any underlying dealer agreement between Seller and LBAC.


-----------------------------------
SELLER'S SIGNATURE
-------------------------------------------------------------------------------
REPURCHASE: The Agreement is assigned by Seller to LBAC with Seller's
obligation to repurchase the Property for the full amount remaining unpaid
under the Agreement to LBAC as outlined in a separate agreement between LBAC
and Seller.


-----------------------------------
SELLER'S SIGNATURE
-------------------------------------------------------------------------------
FULL RECOURSE: The Agreement is assigned by Seller to LBAC with full
recourse. In addition to Seller's obligations contained in the above
Assignment, Seller unconditionally guarantees, upon demand, payment to LBAC
of the full amount remaining unpaid under the Agreement, and agrees to
purchase the Agreement from LBAC upon demand, for the full amount then unpaid
whether the Agreement shall then be, or not be, in default.


-----------------------------------
SELLER'S SIGNATURE
-------------------------------------------------------------------------------

                           SUBSEQUENT ASSIGNMENT

FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged, the
undersigned hereby sells, transfers and sets over unto ________________________
____________________________ (the "Subsequent Assignee"), its successors and
assigns this Retail Installment Sale Agreement, hereby granting full power to
the Subsequent Assignee in its own name or in the name of the Seller to take
all such legal or other proceedings as the Seller or the undersigned might
have taken but for this assignment. This assignment is without recourse to
the undersigned and without representation or warranty by the undersigned
except as provided in such agreements as may be in effect between the
undersigned and Subsequent Assignee.

                                         LONG BEACH ACCEPTANCE CORP.

DATE ____________________     By ______________________________________________

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged 5% of the scheduled payment.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life
      and Disability Insurance ............. $__________    Paid to the
   e. Vendor's Single Interest Insurance     $__________    Insurance Company *
   f. Service Contract ..................... $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.



-------------------------------------------------------------------------------

                               SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to the
service contract for details about coverage and duration.

                        Service Contract Price: $______________________________

Service Contract Administrator:________________________________________________

Term:______________________________________________  My initials ______________


-------------------------------------------------------------------------------
-------------------------------------------------------------------------------


ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $__________,
and is reflected in Item 4e at left. VENDOR'S SINGLE INTEREST INSURANCE IS
SOLELY FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR
THE BENEFIT OF THE CUSTOMER OR CO-CUSTOMER.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY OR PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

NOTICE TO THE BUYER:

1. READ THIS CONTRACT BEFORE SIGNING.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.

-------------------------------------------------------------------------------
I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

NH MV (7/96)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof
until I have paid the balance in full and completely attached all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return or unearned premiums and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of default, you may cancel all insurance
and any service contract and credit any refund to the unpaid balance if
permitted by law. I waive all marital rights and exemptions relating to any
property in which I have granted you a security interest.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments on its due date, or
if I die, or if the credit application I furnished to you is false or
misleading in any material respect, or if all or any part of the Collateral
or any interest therein is sold, transferred, encumbered or rented (whether
voluntarily, by operation of law or otherwise) without your advance written
consent, or if I do not comply with any other requirement of this contract,
or if bankruptcy or insolvency proceedings are brought by or against me, or
if I abandon the Collateral, or if a court officer such as a trustee,
receiver or sequestrator is appointed to take possession of my property or
the Collateral, the full unpaid amount financed and accrued and unpaid finance
charge and all other amounts I then owe you under this contract will become
due, if you desire, without your advising me.

REMEDIES--If I have not met the requirements of this contract you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to do so. You have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract were in the Collateral at the time of
repossession. If I fail to do this I will have abandoned the articles left in
the Collateral and you will not have any responsibility to care for them. If
you sell my Collateral you have the right to sell to a dealer. If you have to
give me notice, 10 days is sufficient. The proceeds of the sale (minus your
reasonable outside attorney's fees, court costs and other out of pocket
collection expenses) will be credited to my unpaid balance. If any money is
left over after you have applied it to my obligation under this contract, it
will be paid to the persons legally entitled to it, but if any money is still
owing, I agree to pay you the balance. I will pay your reasonable attorney's
fees and court costs if you refer this contract to an attorney, not your
salaried employee for collection, and your out of pocket collection expenses.
However, if I prevail in any action, suit or proceeding brought by you or me
under this contract, you will pay my reasonable attorney's fees, and if I
successfully assert a partial defense, setoff, recoupment or counterclaim to
an action brought by you, the court may withhold from you the entire amount
or such portion of the attorney's fees as the court considers equitable.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If
I pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are
cumulative. If anything in this contract is not valid or consistent with law
or regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay
them for me and add the amount paid to the amount I owe under this contract,
in which event I agree to reimburse such amount to you, either in a lump sum
on your demand or in equal installments over the remaining term, concurrent
with remaining installments, as you choose, together with interest at the
Annual Percentage Rate disclosed on the face of this contract if permitted by
law or, if not, at the highest lawful rate, and such amount will be secured
by the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage including Vendor's Single
Interest Insurance if the law permits you to charge me for that insurance.
The insurance I obtain, which must be satisfactory to you and which must be
in an amount at least equal to the value of the Collateral, will contain a
long form loss payable clause endorsement naming you or anyone to whom you
assign this contract as loss payee. If I do not buy insurance, of if at any
time during the term of this contract the insurance is cancelled or cannot
be obtained for any reason, I understand that you may if you choose obtain
insurance protecting both or either of us, in an amount either equal to the
value of the Collateral or less at your option.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, you
may, but will not be obligated to, pay the appropriate amount for me and add
the amount paid to the amount I owe under this contract, in which event I
agree to reimburse such amount to you, either in a lump sum on your demand or
in equal installments over the remaining term, concurrent with remaining
installments, as you choose, together with interest at the Annual Percentage
Rate disclosed on the face of this contract if permitted by law or, if not,
at the highest lawful rate, and such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notice and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE"
AS DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of New Hampshire.

-------------------------------------------------------------------------------

                               GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorneys' fees,
court costs and disbursements to the extent permitted by law. I waive the
same rights as are waived in the section above entitled "Obligations of
Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLERS'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Installment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right,
title and interest of Seller in the vehicle, to the Assignee named on the
face of this Contract, its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and, for the same consideration. Seller agrees that this assignment is
subject to the following terms and conditions, as well as the terms and
conditions contained in any underlying dealer agreement of Seller.

1. Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract, and (m) the Contract is valid
binding and enforceable against all parties thereto.

2. Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous; or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3. If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth), (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4. If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5. All rights and remedies of Assignee hereunder are cumulative and exclusive
of any other rights or remedies which Assignee may otherwise have against
Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance
hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged, the
undersigned, pursuant to the current Operating Agreement between the parties,
hereby sells, transfers and sets over unto ___________________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and
without representation or warranty by the undersigned except as provided in
said Operating Agreement or such other agreement or agreements as may be in
effect between the undersigned and Subsequent Assignee.

                                           LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

P   C   N
------------------------------------------------------------------------------
    PRE-COMPUTED (ADD-ON) INTEREST VEHICLE CONTRACT AND SECURITY AGREEMENT
SECTION A:
------------------------------------------------------------------------------
Buyer(s)/Name(s):                         CREDITOR:
         Name:                            Address:
Address:                                  City:                   County:
City:                   County:           State:                  Zip:
State:                  Zip:              Ph.: (   )
Bus. Ph.: (   )         Res Ph: (   )
------------------------------------------------------------------------------
Stock No._____________________ Salesman___________________ Date_______________
------------------------------------------------------------------------------
SECTION B:    DISCLOSURE MADE IN COMPLIANCE WITH FEDERAL TRUTH-IN-LENDING ACT
------------------------------------------------------------------------------

-------------------------------------------
        ANNUAL PERCENTAGE RATE
 The cost of your credit as a yearly rate:

                                %

-------------------------------------------
             FINANCE CHARGE
The dollar amount the credit will cost you:

                    $

-------------------------------------------
Amount                 The amount of credit
Financed               provided to you or
                       on your behalf:

                    $

-------------------------------------------
Total of               The amount you will
Payments               have paid after you
                       have made all pay-
                       ments as scheduled:

                     $

-------------------------------------------
Total Sales            The total cost of
Price                  your purchase on
                       credit, including
                       your down payment
                       of $______________.

                     $

-------------------------------------------

------------------------------------------------------------------------------
                        Your payment schedule will be
------------------------------------------------------------------------------
Number of Payments          Amount of Payments        When Payments Are Due
------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------
INSURANCE: Credit life insurance and credit disability insurance are not
required to obtain credit, and will not be provided unless you sign and
agree to pay the additional cost.

<Table>
<Caption>
-----------------------------------------------------------------------------------------------
Type              Premium     Term       Signature(s)
-----------------------------------------------------------------------------------------------
<S>               <C>         <C>        <C>                     <C>
Credit Life                              I want credit life
                  $                      insurance:              X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Joint Credit                             We want joint
Life:             $                      credit life insurance:  X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Credit Disability:                       I want credit
                  $                      disability insurance:   X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Credit Life                              I want credit life and
and Disability:   $                      disability insurance:   X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Joint Credit Life                        We want joint credit
& Disability      $                      life and single         X__________________________
                                         disability insurance:    INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
</Table>

You may obtain property insurance from anyone you want that is acceptable to
the Creditor above. If you get the insurance from the Creditor you will pay
$_________________ and the term of the insurance will be __________________.

SECURITY: You are giving a security interest in the goods or property being
          purchased.
      / / Other (Check if applicable)
Filing fee: $__________________. Non-filing insurance: $___________________.
LATE CHARGE: If a payment is more than 10 days late, you will be charged
             $15.00 or 8 percent of the payment, whichever is less.
PREPAYMENT:  If you pay off early, you may be entitled to a refund of the
             Finance Charge.

See your contract documents for any additional information about nonpayment,
default, any required repayment in full before the scheduled date, and
prepayment refunds and penalties.

------------------------------------------------------------------------------
    SECTION D. VEHICLE RETAIL INSTALLMENT CONTRACT AND SECURITY AGREEMENT
------------------------------------------------------------------------------
This contract is made ________________, 19___ between you, the Buyer(s) shown
above, and us, the Seller shown as Creditor above. Having been quoted a cash
price and a credit price and having chosen to pay the credit price (shown as
the Total Sales Price in Section B above), you agree to buy and we agree to
sell, subject to all the terms of this contract, the following described
vehicle, accessories, and equipment (all of which are referred to in this
contract as "Collateral").

New or Used:_________________________  Year and Make:_________________________

Series:_____________________ Body Style:______________________ No. Cyl.:______

If truck, ton capacity:____________________________

Manufacturer's Serial Number:_________________________________________________

Use for which purchased:    / / Personal      / / Business     / / Agriculture

INCLUDING:

/ / Sun/Moon Roof        / / Air Conditioning       / / Automatic Transmission
/ / Power Steering       / / Power Door Locks       / / Power Seats
/ / Power Windows        / / Tilt Wheel             / / Vinyl Top
/ / Cassette             / / Cruise Control         / / AM/FM Stereo
/ / Compact Disc Player

_________________Color ____________Tires _____________________________Lic. No.
You, severally and jointly, promise to pay us the Total of Payments (shown
in Section B above) according to the Payment Schedule (also shown in Section
B above), until paid in full, together with the finance charge after maturity
at the Annual Percentage Rate disclosed above.

To secure such payment, you grant to us a purchase money security interest
under the Uniform Commercial Code in the Collateral and in all accessions to
and proceeds of the Collateral. Insurance in which we or our assignee are
named as beneficiary or loss payee, including any proceeds of such insurance
or refunds of unearned premiums, or both, are assigned as additional security
for this obligation. We, our successors and assigns, hereby waive any other
security interest or mortgage which would otherwise secure your obligations
under this contract except for the security interests and assignments
granted by you in this contract.

Address where Collateral will be located:

______________________________________________________________________________
Street                                          City             Zip
______________________________________________________________________________
County                                                State

Your address after receipt of possession of Collateral:

______________________________________________________________________________
Street                                          City             Zip
______________________________________________________________________________
County                                                State

------------------------------------------------------------------------------
                SECTION C: ITEMIZATION OF AMOUNT FINANCED
------------------------------------------------------------------------------
1.   Vehicle Selling Price.......................$____________
       Plus:  Documentary Fees...................$____________
       Plus:  Emission Inspection Fee............$____________
       Plus:  Other (____________)...............$____________
       Plus:  Other (____________)...............$____________
     Taxable Selling Price...................................$_____________
2.   Total Sales Tax.........................................$_____________
3.   Luxury Tax..............................................$_____________
4.   Plus Other Charges: (SELLER MAY RETAIN OR RECEIVE A PORTION OF
                         THESE AMOUNTS)
       a)  Extended Service Contract.............$____________
       b)  Driveaway Permit......................$____________
       c)  Other (______________)................$____________
       d)  Other (______________)................$____________
     Total OTHER CHARGES (ADD 4a THROUGH 4d).................$_____________
5.   TOTAL CASH SALES PRICE
     (ADD 1 THROUGH 4).......................................$_____________
6.   Gross Trade-In Allowance....................$____________
     _________________________________________________________
     YEAR              MAKE                MODEL
     Minus:  Payoff Balance......................$____________
     Net Trade-In Allowance..................................$_____________
7.   Down Payment (Other Than Net Trade-In Allowance):
       a)  Trade-in Sales Tax Credit.............$____________
       b)  Cash..................................$____________
       c)  Manufacturer's Rebate.................$____________
       d)  Other (______________)................$____________
     Down Payment (ADD 7a THROUGH 7d)........................$_____________
8.   TOTAL DOWN PAYMENT AND NET TRADE-IN ALLOWANCE
     (ADD 6 AND 7)...........................................$_____________
9.   UNPAID BALANCE OF CASH SALES PRICE
     (SUBTRACT 8 FROM 5).....................................$_____________
10.  Plus Insurance Charges: (SELLER MAY RETAIN OR RECEIVE A PORTION OF
                             THESE AMOUNTS)
       a)  Credit Life Insurance Premium
           Paid to (_______________) Term (_______________)..$_____________
       b)  Credit Disability Insurance Premium
           Paid to (_______________) Term (_______________)..$_____________
       c)  Other Insurance
           Paid to (_______________) Term (_______________)..$_____________
11.  TOTAL AMOUNT FINANCED (ADD 9 AND 10)....................$_____________
     NOTE: Aggregate Fees Paid to Governmental Agencies...$____________
------------------------------------------------------------------------------
STATE DISCLOSURE REQUIREMENTS: The provisions of Section B and Section C
above are incorporated into this agreement for purposes of state disclosure
requirements.
     Additional Terms and Conditions: The additional terms and conditions set
     forth on the reverse side hereof are a part of this contract and are
     incorporated herein by reference.
OPTION: _____ You pay no Finance Charge if the Total Amount Financed, Item
No. 11, Section C, is paid in full on or before ___________________, 19___.

SELLER'S INITIALS: ____________

SECTION E:                    NOTICE TO BUYER
DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACES. YOU ARE ENTITLED TO A COMPLETED COPY OF THIS AGREEMENT. IF YOU PAY
THE AMOUNT DUE BEFORE THE SCHEDULED DATE OF MATURITY OF THE INDEBTEDNESS AND
YOU ARE NOT IN DEFAULT IN THE TERMS OF THE CONTRACT FOR MORE THAN 2 MONTHS,
YOU ARE ENTITLED TO A REFUND OF THE UNEARNED PORTION OF THE FINANCE CHARGE.
IF YOU FAIL TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY
BE REPOSSESSED AND YOU MAY BE LIABLE FOR THE UNPAID INDEBTEDNESS EVIDENCED BY
THIS AGREEMENT.

If you are buying a used vehicle with this contract, as indicated in the
description of the vehicle above, federal regulation may require a special
buyer's guide to be displayed on the window.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISION IN
THE CONTRACT OF SALE.

BUYER AND CO-BUYER ACKNOWLEDGE RECEIPT OF A TRUE AND COMPLETELY FILLED-IN
COPY OF THIS CONTRACT AND THE ABOVE DISCLOSURE AT THE TIME OF SIGNING.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED UNLESS OTHERWISE INDICATED IN SECTION C ABOVE.

Buyer: X_______________________________________________ Date:____________

Co-Buyer: X____________________________________________ Date:____________

Creditor:______________________________________________ Date:____________

By: X__________________________________________________ Title:___________

(REV. 12/91) FORM #PCN

The printer makes no warranty, express or implied, as to content or fitness
for purpose of this form. Consult your own legal counsel.

                                 ORIGINAL

          TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING.
        2. BUYER AND SELLER SIGN THIS COPY AFTER CONTRACT IS SIGNED.


<Page>

                           (REVERSE SIDE OF CONTRACT)
                                (ADD-ON INTEREST)
                    (CONT'D) ADDITIONAL TERMS AND CONDITIONS

PREPAYMENT REBATE: You may prepay this contract in full at any time before
the final installment is due. If the rights of the Buyer have not been
terminated or forfeited under the terms of the contract, the Buyer may prepay
in full the unpaid total of payments thereof at any time before its final due
date and, if Buyer does so, and if the contract is not in default under any
term or condition of the contract more than 2 months. Buyer is entitled to a
refund of the unearned portion of the time-price differential for the
prepayment. The amount of the refund must be computed by applying the agreed
rate of the time-price differential to the unpaid total of payments. Any
greater amount of the time price differential which may have been precomputed
and included in the balance due must be refunded.

DEFAULT: If you default in the performance of any of the terms and conditions
of this agreement, including, but not limited to, making of any payment later
than 30 days of when due, or become insolvent, or file any proceeding under
the U.S Bankruptcy Code, or upon your demise, or if the vehicle is damaged or
destroyed, we may have option and without notice or demand (1) declare all
unpaid sums immediately due and payable, (2) file suit against you for all
unpaid sums, and (3) take immediate possession of the vehicle. Upon taking
possession of the vehicle and giving notice as provided by law, if you do not
redeem the vehicle, we will sell it at public or private sale. We may
purchase the vehicle at any sale. The proceeds of the sale will be applied
first to the expenses of retaking, reconditioning, storing and selling the
property, and the remainder will be applied to the unpaid sums owing under
this contract. Attorney's fees and court costs are allowed too. If there is
any money left over (surplus) it will be paid to you. If a balance still
remains owing, you promise to pay that balance upon demand. If you default or
breach this agreement you agree to pay finance charges at the Annual
Percentage Rate shown on the reverse side until all sums owing us are paid in
full. Our remedies are cumulative and taking of any action is not a waiver
and does not prohibit us from pursuing any other remedy. You promise to pay
reasonable collection costs and expenses, including attorney's fees if you
default under this agreement. If suit is filed, you agree that attorney's
fees and costs will be awarded to the prevailing party. If the vehicle is
repossessed we may store personal property found in the vehicle for your
account and at your expense and if you do not claim the property within 90
days after the repossession, we may dispose of the personal property in any
manner we deem appropriate without liability to you.

DELINQUENCY AND COLLECTION CHARGES: You will pay a delinquency charge equal to
the lesser of $15 or 8 percent of any installment in default for more than 10
days. If you default as described in the preceding paragraph and we refer this
contract for collection to an attorney who is not our salaried employee or a
salaried employee of the holder of this contract, you will pay reasonable
attorney's fees plus court costs and reasonable collection costs to the extent
not prohibited by law.

DEMAND FOR FULL PAYMENT AND ADDITIONAL REMEDIES ON DEFAULT: If you default under
this contract, at the time of the default or any time after default (if the
default has not been cured previously) we may require immediate payment of the
unpaid portion of the amount you owe us. If we do so, that unpaid portion will
be reduced by the unearned Finance Charge computed as if you repaid in full. On
any default, we will have all the remedies of a secured party under the Uniform
Commercial Code. If the cash price on the reverse hereof is $1,000 or less, you
will not be personally liable for any delinquency incurred in a sale after
repossession.

OWNERSHIP OF THE COLLATERAL: You represent that there are no items, claims or
encumbrances on the Collateral except for the security interest you grant by
this contract to us and you further represent that you have executed no
licensing statement company the Collateral except for one relating to this
contract.

LOCATION AND USE OF COLLATERAL: You agree to notify us in writing of any
change of your address or of any change in the location of the Collateral.
Unless you first have received our written consent, you may not take the
Collateral out of the State shown in Section D in the section entitled
"Address Where Collateral Will Be Located" and you may not sell, lease or
otherwise dispose of the Collateral on any part it by any means. You will
comply with all laws, ordinances, regulations and orders relating to the
Collateral. You will keep the Collateral in good condition and will not alter
or substantially modify it or conceal it. You will not allow any other
security interest on the Collateral besides the security interest granted to
us under this contract.

INSEPECTION OF THE COLLATERAL: We may inspect the Collateral at any
reasonable time.

TAXES: You are responsible for and will pay when due all taxes and assessments
levied on the Collateral. If you fail to do so, we may pay and such tax or
assessment on your behalf. An amount equal to that which we paid will be added
to the Total of Payments then owing and you will be charged a finance charge on
the amount we paid at the highest lawful contract rate.

PROPERTY INSURANCE: You will keep the Collateral insured against such risks
and in such amount as we may from time to time require with an insurer that
you choose and we approve. As indicated in Section B, if you choose, we will
obtain property insurance for you at the premium shown. Whether the insurance
is provided by you or by us, you will pay all premiums for this insurance
when the premiums are due and payable. If you provide property insurance, you
will deliver the policies to us as additional security and will provide us
with receipts showing payment of premiums. If you do not obtain the insurance
or pay the premiums, we may do so for you. If we do this, an amount equal to
that which we have paid for the premiums will be added to the total of
Payments then owing and a finance charge at the highest lawful rate will be
charged on that amount. If we do not obtain the insurance, none of our other
rights and remedies will be prejudiced. You agree that any proceeds from
insurance are to be used to either repair or replace the vehicle. Whether or
not the vehicle is insured, you must pay for it if it is lost, damaged, or
destroyed. If you default (as described above), we may cancel the insurance
and credit any insurance premium refunds to the unpaid balance of this
contract.

LIABILITY INSURANCE IS NOT REQUIRED BY THIS CONTRACT. YOU HAVE THE RIGHT TO
CHOOSE THE PERSON THROUGH WHOM LIABILITY INSURANCE IS TO BE OBTAINED.

INFORMATION TO INSURANCE COMPANY OR AGENT: You give your permission to furnish
any information about the Collateral or any information about insurance policies
on the Collateral to an insurance agent or company.

CREDIT LIFE AND DISABILITY INSURANCE: If you indicated in Section B that you
want optional credit life or disability insurance, or both, you agree to pay
for such insurance at the premium shown in Section B.

NO WARRANTIES: We make no representations, promises or warranties, express or
implied, as to the merchantability of the Collateral or whether the
Collateral is suitable or fit for the particular purpose intended unless we
have done so in this contract or in a separate written agreement signed by us
as original Seller of the Collateral, or unless the manufacturer has
specifically provided the warranty in writing.

NOTICES: Any notice we have to give you pursuant to the Uniform Commercial Code
will be reasonable if we send it to your address shown in Section D in the
section entitled "Your Address After Receipt of Possession of Collateral" at
least 5 days before the event with respect to which notice is required.

TIME IS OF THE ESSENCE: You understand that all payments that are required must
be made on the day due.

EXERCISING OUR RIGHTS: We can, without notice, delay enforcing our rights or
exercise only part of them, without losing them, waive a right we have to one
Buyer without waiving it as to the other(s).

MEANING OF WORDS: In this contract the words "you" and "your" means each and all
those who sign this contract as Buyers or Co-Buyers, and their heirs, executors,
administrators, successors and assigns. The words "we", "us" and "ours" means
the Creditor shown on the reverse in Section A, and if this contract is
assigned, its successors and assigns and any other holder of this contract.

GOVERNING LAW: This contract has been delivered in the State of Creditor's place
of business and will be governed by the laws of that State and applicable
federal law.

INVALIDITY: Wherever possible each provision of this contract shall be
interpreted so that it is valid under applicable law, but if any provision is
prohibited or invalid, the remaining provisions of this contract will continue
to be valid.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES
OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

If you are buying a used vehicle with this contract, as indicated in the
description of the vehicle on the reverse side, federal regulation may require a
special buyer's guide to be displayed on the window.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.

ASSIGNMENT: For value received, Seller sells, assigns, and transfers to
_________________________________________ (Assignee), its successors and
assigns, the entire right, title and interest of Seller in the contract
contained herein, including, but not limited to, all amounts payable to Buyer
and security interest in the Collateral To induce Assignee to purchase the
contract, Seller represents and warrants to Assignee as follows (a) the contract
is genuine and the statements and amounts inserted herein are correct, (b) the
contract and security interest arose entirely from the sale of the Collateral or
services described in the contract, or both, (c) the down payment, if any be
shown on the face hereof, has been received and no part thereof was advanced
directly or indirectly by Seller to Buyer; (d) the goods and services have been
furnished to the satisfaction of Buyer and all obligations of warranty to Buyer,
either express or implied, have been and will continue to be fulfilled by
Seller; (e) the Collateral or services, or both, have been sold, provided and
delivered to and accepted by Buyer; (f) the security interest granted to Seller
in the contract constitutes a valid first lien on the Collateral and has been
filed or recorded according to law to preserve the priority of each lien; (g)
the Collateral is free and clear of all liens and encumbrances, except the
security interest granted by this contract; (h) the full amount of the stated
Total of Payments remains unpaid; (i) Seller is the holder of the contract and
the security interest in the Collateral free and clear of all liens and
encumbrances and Seller has full power and authority to assign the same, (j) the
transaction was consummated on the above date set forth in the contract and
Buyer did not receive possession of the Collateral prior to the date of
consummation, (k) Buyer was furnished a completed copy of the contract prior to
consummation; (l) the Collateral is insured in a company acceptable to Assignee
against physical damage in addition to such other risks as Assignee requires
under an insurance policy acceptable to Assignee, (m) Seller has not knowingly
communicated to Assignee incorrect information relating to the Buyer's
application or credit statement or knowingly failed to communicate information
relating to such application or credit statement; (n) the facts set forth in
the contract are true, (q) Buyer has no defense or counterclaim to payment of
the obligation evidenced by the contract, (p) Buyer is or, if more than one,
each is not minor and has legal capacity to execute this contract and is liable
thereon; and (q) Seller has no reason to believe the Buyer has ever violated any
laws concerning liquor or narcotics.

In the event any warranty shall be breached or any representation shall be
false, Seller shall, upon demand and irrespective of whether the contract is
then in default, repurchase the contract from Assignee at a price equal to
either the unpaid balance of the Total of Payments (after deducting the
unearned Finance Charge) or such other amount agreed to by Seller and
Assignee in a separate agreement as in effect on the date of such demand by
Assignee, plus any costs or expenses of collection, including attorney's
fees, whether incurred by Assignee by suit or on appeal, or otherwise. Seller
waives all defenses that otherwise might have been available but nothing
herein contained shall preclude Assignee from enforcing against Seller any
other remedies provided by law for misrepresentation or breach of warranty.
In the event of any proceedingings commenced by Assignee against Buyer with
respect to the contract, services or the Collateral, if Buyer asserts as a
defense, set off or counterclaim an, act, omission or default by Seller,
Seller shall forthwith on demand repurchase the contract for the amount set
forth above. The provisions of this assignment shall be binding on the heirs,
representatives, successors and assigns of Seller and shall inure to the
benefit of the successors and assigns of Assignee. The above assignment
provisions apply and are in addition to any obligations of Seller as provided
in the paragraph below endorsed by Seller.

1. RECOURSE: Seller absolutely and unconditionally guarantees the prompt
payment of either the Total of Payments (after deducting the unearned Finance
Charge, when due, whether at maturity or by acceleration) or such other
amount agreed to by Seller and Assignee in a separate agreement, together
with all costs, expenses and reasonable attorney's fees incurred in the
collection of said amount. Seller waives all defenses arising by reason of
any failure to give notice of acceptance of this guaranty or default of
Buyer, or arising by reason of any extension of time given to Buyer, or by
reason of any failure by Assignee to pursue Buyer or the Collateral or other
property of Buyer or to resort to other security or remedies which may be
available, and waives any and all defenses arising out of the guarantor
relationship.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________

2. REPURCHASE: In the event of default by the Buyer under any of the terms or
conditions of the contract, Seller will repossess and repurchase the
Collateral, and the Collateral has already been repossessed, Seller will
repurchase the Collateral at the place of repossession or recovery. The
Collateral will be repurchased in the event AS IS, at a price equal to either
the then unpaid balance at the Total of Payments (after dedecting the
unearned Finance Charge) or such other amount agreed to by Seller and
Assignee in a separate agreement as in effect as of the default, together
with all costs, expenses and reasonable attorney's fees incurred by Assignee
in the collection of said amount. Seller waives all defenses arising by
reason of any failure to give notice of acceptance of this agreement or
default of Buyer, or arising by reason of extension of time given to Buyer,
or by reason of any failure by Assignee to pursue Buyer or the Collateral or
other property of Buyer or to resort to other security or remedies which may
be available, and waives all other defenses that might otherwise have been
available. At the time of repurchase, Seller shall pay to Assignee the
purchase price in cash and Assignee may reassign to Seller without recourse
and without warranties, express or implied, all title retention or lien
instrument and all contracts or promissory notes which Assignee then holds
upon such Collateral.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________

3. LIMITED ENDORSEMENT: In the event of default of Buyer before Buyer shall
have paid the first _______________ installments under the foregoing
contract, Assignee may reassign the contract to Seller and Seller agrees,
upon lender of such reassignment and in consideration thereof to pay to
Assignee either the then unpaid balance of the Total of Payments (after
deducting the unearned Finance Charge) or such other amount agreed to by
Seller and Assignee in a separate agreement as in effect as of the
reassignments, together with all costs, expenses and reasonable attorney's
fees incurred in the collection of said amount. Seller waives all
defenses arising by reason of any failure to give notice of acceptance of
this agreement or default of Buyer, or arising by reason of any extension of
time given to Buyer, or by reason of any failure by Assignee to pursue Buyer
or the Collateral or other property of Buyer or to resort to other security
or remedies which may be available and Seller waives any other defenses that
might otherwise have been available.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________

4. WITHOUT RECOURSE: This assignment shall be without recourse against Seller
except for such obligations as are set forth in the assignment above.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________


<Page>

           REMOVE AGREEMENT TO ARBITRATE BEFORE INSERTING CONTRACT.

                           AGREEMENT TO ARBITRATE

This Agreement to Arbitrate is between ___________________________ , residing at
                                    (Customer and Co-Customer, if any)

_____________________________________ (referred to as "I," "me" or "my") and
           (Address(es))

_______________________________ (referred to as "you" or "your") and involves my
  (Seller Name and Address)

purchase from you of a _________________________, VIN __________________________
                        (Description of Vehicle)

(referred to as the "Vehicle") pursuant to a Retail Installment Contract between

you and me dated _____________________ (referred to as the "Contract").
                        (Date)

       You and I agree that if any Dispute arises, either you or I may choose
to have the Dispute resolved by binding arbitration under the Code of
Procedure in effect at the time the claim is filed of the National
Arbitration Forum (the "Rules"). The choice to arbitrate may be made even if
an action has already been filed in court, so long as no judgment has been
rendered by that time.

       For purposes of this Agreement to Arbitrate (referred to as this
"Agreement"), a "Dispute" is any claim or controversy, whether in contract,
tort or otherwise, arising from or relating to the Contract, to the sale,
purchase or financing of the Vehicle, or to the relationships which result
from the Contract (including relationships with the parties to the Contract,
with assignees, agents, employees and insurers of the parties to the Contract,
and, to the extent permitted by law, with other parties who are not parties
to the Contract or to this Agreement). A "Dispute" also includes any question
regarding the validity of the Contract or of this Agreement or regarding
whether a matter is subject to arbitration under this Agreement.

       The arbitration hearing will be held at a location near where you
signed the Contract, on 30 days' notice to the parties unless the Rules
provide otherwise. The arbitrator(s) will apply relevant law to the Dispute,
and will provide written, reasoned findings of fact and conclusions of law.
The hearing will be concluded within 120 days unless otherwise ordered by the
arbitrator(s). An award by the arbitrator (or, if more than one, then by a
majority of them) will be made within 30 days after the close of the
submission of evidence and will be final and binding on all parties to the
proceeding. Judgment on the award may be entered by any party in any state or
federal court or administrative body having jurisdiction.

       The arbitrator(s) will have no authority to order any class action
arbitration under this Agreement or to order any joinder of parties, except
for joinder of parties to the Contract. To the extent not otherwise required
by law to make this Agreement enforceable, the arbitrator(s) will have no
authority to award punitive damages. The arbitrator(s) will have no
authority, and nothing in this Agreement or in the Contract is to be
construed as providing such authority, to amend, modify, add to, subtract
from or delete any provision of the Contract. Nothing in this Agreement is to
be construed as preventing either party's use of bankruptcy or of
repossession, replevin, judicial foreclosure or any other provisional remedy
relating to the Vehicle.

       This Agreement will survive the termination of the Contract with
respect to any Dispute.

       The parties agree that the transactions relating to the Contract
involve interstate commerce and that this Agreement is subject to and governed
by the Federal Arbitration Act, 9 U.S.C. sections 1-16, as amended.

       Rules and forms of the National Arbitration Forum may be obtained by
calling (800) 474-2371 and claims may be filed at any National Arbitration
Forum office.

       YOU AND I UNDERSTAND THAT BY AGREEING TO ARBITRATE, YOU AND I GIVE UP
SOME RIGHTS, INCLUDING THE RIGHT TO GO TO COURT, THE RIGHT TO A JURY TRIAL,
THE RIGHT TO PARTICIPATE IN A CLASS OF CLAIMANTS REGARDING ANY DISPUTE, AND,
TO A LARGE EXTENT, THE RIGHT TO APPEAL. OTHER RIGHTS THAT YOU OR I HAVE IN
COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE ARBITRATOR'S DECISION
WILL BE FINAL AND BINDING. BY SIGNING BELOW, YOU AND I ACKNOWLEDGE THAT YOU
AND I HAVE CAREFULLY READ THIS AGREEMENT TO ARBITRATE AND AGREE TO ALL ITS
TERMS.


                                            -----------------------------------
                                                         Customer

-------------------------------------       -----------------------------------
               Seller                                   Co-Customer
<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT/CONSUMER PAPER     Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
Seller states that the mileage appearing on the odometer of the vehicle at the time of this sale is ______________ and that such
mileage / / is accurate / / is not accurate.
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged 5% of the scheduled payment.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                          "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _____________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      __________________________________     $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life and/or Credit
      Disability Insurance ................. $__________    Paid to the
   e. Debt Cancellation Coverage             $__________    Insurance Company *
   f. Service Contract ..................... $__________ Paid to ______*
   g. __________________________________     $__________ Paid to ______
   h. __________________________________     $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly. I UNDERSTAND AND CONSENT THAT SOME PAYMENTS TO THIRD PARTIES FINANCED
AS PART OF THIS CONTRACT MAY INVOLVE MONEY RELAINED BY YOU OR PAID BACK TO YOU
AS COMMISSIONS OR OTHER REMUNERATION.

-------------------------------------------------------------------------------

                              SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                        Service Contract Price: $______________________________

Service Contract Administrator:________________________________________________

Term:______________________________________________  My initials ______________

_______________________________________________________________________________

-------------------------------------------------------------------------------


ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.




-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box(es)
   Request(s)
   / / Credit Life Insurance, at a cost of $__________.
   / / Credit Disability Insurance, as a cost of $__________. If credit
   insurance and/or credit disability Insurance is elected the total cost of
   this insurance is shown in Item 4d at left for the entire term of this
   contract, unless the term is set forth herein:
   __________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  | | Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health
of Insured Customer only.


-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                         Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                              Date

The request for Credit Insurance is subject to the acceptance and aproval of
the insurance carrier.

-------------------------------------------------------------------------------

DEBT CANCELLATION COVERAGE ELECTION
DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER
The person(s) signing this Debt Cancellation Coverage election (check
applicable box)
/ / Request(s) Debt Cancellation Coverage cancelling all or part of the
remaining balance due on this contract when the vehicle securing this
contract is a total loss as the result of theft, confiscation or physical
damage and the settlement payment, if any, made by my (our) primary
automobile insurance is not sufficient to pay that balance. If Debt
Cancellation Coverage is elected the cost of the coverage is shown in Item
4e at left for the entire term of this contract, unless the terms is set forth
herein:________ months.
/ / Do(es) not want any Debt Cancellation Coverage.

-------------------------------------------------------------------------------
Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement               Date

-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT PROVIDE COVERAGE FOR PERSONAL LIABILITY OR
PROPERTY DAMAGE CAUSED TO OTHERS.
I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.

-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.



-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date


 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under Ohio law in the vehicle and all proceeds thereof, until I have paid the
balance in full and completely satisfied all other requirements of this
contract and any modifications to it. The vehicle together with such proceeds
is referred to as the Collateral in this contract. I assign to you any
insurance proceeds relating to persons or property, including return or
unearned premiums, and the proceeds of any service contract, for application
to the unpaid balance. I direct any insurer to pay you directly. In the event
of default, you may cancel all insurance and any service contract financed as
part of this contract and credit any refund to the unpaid balance if permitted
by law. I waive all marital rights and exemptions relating to any property in
which I have granted you a security interest. I authorize you to sign my name
to any documents necessary to transfer title to the vehicle or to carry out
the provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment. If you accept late payments or
partial payments, that does not mean you will accept other late or partial
payments. If I do not make any of my scheduled payments within 30 days
following its due date, or if I die, or if the credit application I furnished
to you is false or misleading in any material respect, or if all or any part
of the Collateral or any interest therein is sold, transferred, encumbered,
leased or rented (whether voluntarily, by operation of law or otherwise)
without your advance written consent, or if I do not comply with any other
requirement of this contract, or if bankruptcy or insolvency proceedings are
brought by or against me, or if I abandon the Collateral, or if a court
officer such as a trustee, receiver or sequestrator is appointed to take
possession of my property or the Collateral, the full unpaid amount financed
and accrued and unpaid finance charge and all other amounts I then owe you
under this contract will become due, if you desire.

REMEDIES--If I have not met the requirements of this contract, you may
peaceably and lawfully repossess the Collateral and you may peaceably and
lawfully enter my premises to do so. Except to the extent provided in the
Ohio Retail Installment Sales Act, including any right I may have under such
law to cure my default, you have all the rights of a secured party under the
Uniform Commercial Code. You will send a written notice to me if you discover
that any personal property not covered by this contract was in the collateral
at the time of repossession. If I do not claim the property within 1 week
after the written notice is mailed or delivered I will have abandoned the
property left in the collateral and you will not have any responsibility to
me to care for it. The proceeds of sale (minus the expenses of retaking,
holding, preparing for sale and selling the Collateral) will be credited to
the unpaid balance on the contract. If any money is left over after you have
applied it to my obligation under this contract, it will be paid to the
persons legally entitled to it, but if any money is still owing, I agree to
pay you the balance. I will also pay you a charge of $25 for each check or
other negotiable instrument submitted to you in payment on this contract
which is returned or dishonored for any reason.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand (to the extent that the Ohio Retail Installment Sales Act permits
you to require me to make such payment immediately) or in equal installments
over the remaining term, concurrent with remaining installments, as you
choose, together with interest at the Annual Percentage Rate disclosed on the
face of this contract if permitted by law or, if not, at the highest lawful
rate, and such amount will be secured by the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us, in an amount either equal to the value of the
Collateral or less at your option. If I fail to file an insurance claim
within 60 days after a casualty to the Collateral you may file a claim and
settle it with the insurance company on whatever terms you decide, and I
irrevocably appoint you as my agent for this purpose.

FURTHER INSURANCE PROVISIONS--The credit insurance and/or the debt
cancellation charges, respectively, included in this contract may have to be
adjusted upon issuance of the policy or certificate. If the credit insurance
charge and/or the debt cancellation charges, respectively, included in this
contract exceeds the actual cost, I understand that I will receive an
appropriate credit. If the actual cost of the credit insurance and/or
the debt cancellation charges, respectively, obtained by or through you,
whether under this contract or as a result of my subsequent request, exceeds
the insurance charge or debt cancellation charge included in the
contract, or if you obtain insurance covering the Collateral because I fail
to or because my insurance is cancelled and not renewed, you may, but will
not be obligated to, pay the appropriate amount for me and add the amount
paid to the amount I owe under this contract, in which event I agree to
reimburse such amount to you, either in a lump sum on your demand or in equal
installments over the remaining term, concurrent with remaining installments,
as you choose, together with interest at the Annual Percentage Rate disclosed
on the face of this contract if permitted by law or, if not, at the highest
lawful rate, and such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and
consents to all extensions, changes, settlements, adjustments, compromises,
postponements of the time of any payments, and renewals of this contract.
Each such person consents to any exchange, substitution or release of the
Collateral or of any person or persons responsible to pay or perform the
obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Ohio.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. I waive the same rights as are waived in the section above
entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration, Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, is not
rescindable on the date hereof and will not become rescindable in the future,
has been duly executed by Seller and the Customer(s), Co-Customer(s),
Guarantor(s) and Non-Customer Co-Owner(s) named therein (hereinafter called
"Customer") and is in all respects what it purports to be; (b) all statements
of fact contained in the Contract are true and were expressly set forth in
the Contract before the Customer signed it; (c) the statements made in the
credit application are correct; (d) the vehicle (hereinafter called "goods")
referred to in the Contract has been delivered by Seller to Customer, and
Seller, at the time of such delivery, had good title to said goods and the
right to transfer title thereto, and said goods are free of all security
interests, liens or other encumbrances except the security interest and liens
created in the Contract; (e) Seller has or will cause a document of title to
be obtained on said goods within 40 days from the date of the Contract, which
document of title will show in proper legal form a first priority security
interest in Assignee's favor; (f) the cash price set forth in the Contract
represents sound value and is not substantially in excess of the price
readily available elsewhere for similar goods, the Contract is not
substantially one-sided in Seller's favor, and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer cannot make the payments when due under or otherwise perform in
accordance with the terms of the contract or that Customer has ever violated
any laws concerning liquor or narcotics; (j) all of the parties to the
Contract have the capacity to contract and Seller has no knowledge of any
fact which impairs the validity of the Contract; (k) the goods are
merchantable and fit for the purpose intended and no warranties of any kind
or character, express or implied, have been or will be breached with respect
to said goods; (l) Seller has properly complied with all applicable laws and
regulations, including but not limited to the provisions of the Ohio Retail
Installment Sales Act, the Ohio Consumer Sales Practices Act, the Ohio motor
vehicle certificate of title law, the Ohio statutory provisions regarding
motor vehicle dealers, auction owners and salespersons, the Equal Credit
Opportunity Act (including regulations thereunder) and the Federal Truth in
Lending Act (including regulations thereunder), pertaining to the transaction
evidenced by the Contract; and (m) the contract is valid, binding and
enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth), (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract,
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
and (d) absolutely and unconditionally agree that Assignee may proceed
against Seller, directly and independently of Customer

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance
hereof. Seller absolutely and unconditionally agrees that the liability of
Seller hereunder shall not in any way be affected or impaired by the
cessation of Customer's liability for any reason (other than full payment of
the Contract) or by any extension, forbearance or change of the rate of
finance charge in connection with the Contract, or by acceptance, release or
substitution of any part of the goods, or by any impairment or suspension of
any remedies or rights by Assignee against Customer, except as modified by
any underlying dealer agreement of Seller.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________


<Page>

                               LAW 554NV

LAW FORM NO. 554NV (REV. 12/91)

   PRE-COMPUTED (ADD-ON) INTEREST VEHICLE CONTRACT AND SECURITY AGREEMENT
------------------------------------------------------------------------------
SECTION A:
Buyer(s)/Name(s):                         CREDITOR:
         Name:                            Address:
Address:                                  City:                   County:
City:                   County:           State:                  Zip:
State:                  Zip:              Ph.: (   )
Bus. Ph.: (   )         Res Ph: (   )
------------------------------------------------------------------------------
Stock No._____________________ Salesman___________________ Date_______________
------------------------------------------------------------------------------
SECTION B:    DISCLOSURE MADE IN COMPLIANCE WITH FEDERAL TRUTH-IN-LENDING ACT
------------------------------------------------------------------------------

-------------------------------------------
ANNUAL
PERCENTAGE             The cost of your
RATE               credit as a yearly rate:

                                    %

-------------------------------------------
FINANCE
CHARGE          The dollar amount
                the credit will cost you:

                    $

-------------------------------------------
Amount                 The amount of credit
Financed               provided to you or
                       on your behalf:

                    $

-------------------------------------------
Total of               The amount you will
Payments               have paid after you
                       have made all pay-
                       ments as scheduled:

                     $

-------------------------------------------
Total Sales            The total cost of
Price                  your purchase on
                       credit, including
                       your down payment
                       of $______________:

                     $

-------------------------------------------

------------------------------------------------------------------------------
                        Your payment schedule will be:
------------------------------------------------------------------------------
Number of Payments          Amount of Payments        When Payments Are Due
------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------
INSURANCE: Credit life insurance and credit disability insurance are not
required to obtain credit, and will not be provided unless you sign and
agree to pay the additional cost.

<Table>
<Caption>
-----------------------------------------------------------------------------------------------
Type              Premium     Term       Signature(s)
-----------------------------------------------------------------------------------------------
<S>               <C>         <C>        <C>                     <C>
Credit Life:                             I want credit life
                  $                      insurance:              X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Joint Credit                             We want joint
Life:             $                      credit life insurance:  X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Credit Disability:                       I want credit
                  $                      disability insurance:   X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Credit Life                              I want credit life and
and Disability:   $                      disability insurance:   X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Joint Credit Life                        We want joint credit
& Disability:     $                      life and single         X__________________________
                                         disability insurance:    INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
</Table>

You may obtain property insurance from anyone you want that is acceptable to
the Creditor above. If you get the insurance from the Creditor you will pay
$_________________ and the term of the insurance will be __________________.

SECURITY: You are giving a security interest in the goods or property being
          purchased.
      / / Other (Check if applicable)
Filing fee: $__________________. Non-filing insurance: $___________________.
LATE CHARGE: If a payment is more than 10 days late, you will be charged
             $15.00 or 8 percent of the payment, whichever is less.
PREPAYMENT:  If you pay off early, you may be entitled to a refund of the
             Finance Charge.

See your contract documents for any additional information about nonpayment,
default, any required repayment in full before the scheduled date, and
prepayment refunds and penalties.

------------------------------------------------------------------------------
    SECTION D. VEHICLE RETAIL INSTALLMENT CONTRACT AND SECURITY AGREEMENT

This contract is made ________________, 19___ between you, the Buyer(s) shown
above, and us, the Seller shown as Creditor above. Having been quoted a cash
price and a credit price and having chosen to pay the credit price (shown as
the Total Sales Price in Section B above), you agree to buy and we agree to
sell, subject to all the terms of this contract, the following described
vehicle, accessories, and equipment (all of which are referred to in this
contract as "Collateral.")

New or Used:_________________________  Year and Make:_________________________

Series:_____________________ Body Style:______________________ No. Cyl.:______

If truck, ton capacity:____________________________

Manufacturer's Serial Number:_________________________________________________

Use for which purchased:    / / Personal      / / Business     / / Agriculture

INCLUDING:

/ / Sun/Moon Roof        / / Air Conditioning       / / Automatic Transmission
/ / Power Steering       / / Power Door Locks       / / Power Seats
/ / Power Windows        / / Tilt Wheel             / / Vinyl Top
/ / Cassette             / / Cruise Control         / / AM/FM Stereo
/ / Compact Disc Player

_________________Color ____________Tires _____________________________Lic. No.
You, severally and jointly, promise to pay us the Total of Payments (shown
in Section B above) according to the Payment Schedule (also shown in Section
B above), until paid in full, together with interest after maturity at the
Annual Percentage Rate disclosed above.

To secure such payment, you grant to us a purchase money security interest
under the Uniform Commercial code in the Collateral and in all accessions to
and proceeds of the Collateral. Insurance in which we or our assignee are
named as beneficiary or loss payee, or both, are assigned as additional
security for this obligation. We, our successors and assigns, hereby waive
any other security interest or mortgage which would otherwise secure your
obligations under this contract except for the security interests and
assignments granted by you in this contract.

Address where Collateral will be located:

______________________________________________________________________________
Street                                          City             Zip
______________________________________________________________________________
County                                                State

Your address after receipt of possession of Collateral:

______________________________________________________________________________
Street                                          City             Zip
______________________________________________________________________________
County                                                State

------------------------------------------------------------------------------
                SECTION C: ITEMIZATION OF AMOUNT FINANCED

1.   Vehicle Selling Price.......................$____________
       Plus:  Documentary Fees...................$____________
       Plus:  Emission Inspection Fee............$____________
       Plus:  Other (____________)...............$____________
       Plus:  Other (____________)...............$____________
     Taxable Selling Price...................................$_____________
2.   Total Sales Tax.........................................$_____________
3.   Luxury Tax..............................................$_____________
4.   Plus Other Charges:
       a)  Extended Service Contract.............$____________
       b)  Driveaway Permit......................$____________
       c)  Other (______________)................$____________
       d)  Other (______________)................$____________
     Total OTHER CHARGES (ADD 4a THROUGH 4d).................$_____________
5.   TOTAL CASH SALES PRICE
     (ADD 1 THROUGH 4).......................................$_____________
6.   Gross Trade-In Allowance....................$____________
     _________________________________________________________
     YEAR              MAKE                MODEL
     Minus:  Payoff Balance......................$____________
     Net Trade-In Allowance..................................$_____________
7.   Down Payment (Other Than Net Trade-In Allowance):
       a)  Trade-in Sales Tax Credit.............$____________
       b)  Cash..................................$____________
       c)  Manufacturer's Rebate.................$____________
       d)  Other (______________)................$____________
     Down Payment (ADD 7a THROUGH 7d)........................$_____________
8.   TOTAL DOWN PAYMENT AND NET TRADE-IN ALLOWANCE
     (ADD 6 AND 7)...........................................$_____________
9.   UNPAID BALANCE OF CASH SALES PRICE
     (SUBTRACT 8 FROM 5).....................................$_____________
10.  Plus Insurance Charges:
       a)  Credit Life Insurance Premium
           Paid to (_______________) Term (_______________)..$_____________
       b)  Credit Disability Insurance Premium
           Paid to (_______________) Term (_______________)..$_____________
       c)  Other Insurance
           Paid to (_______________) Term (_______________)..$_____________
11.  TOTAL AMOUNT FINANCED (ADD 9 AND 10)....................$_____________
     NOTE: Aggregate Fees Paid to Governmental Agencies...$____________
------------------------------------------------------------------------------
STATE DISCLOSURE REQUIREMENTS: The provisions of Section B and Section C
above are incorporated into this agreement for purposes of state disclosure
requirements.
     Additional Terms and Conditions: The additional terms and conditions set
     forth on the reverse side hereof are a part of this contract and are
     incorporated herein by reference.
OPTION: _____ You pay no Finance Charge if the Total Amount Financed, Item
No. 11, Section C, is paid in full on or before ___________________, 19___.

SELLER'S INITIALS: ____________

SECTION E:                    NOTICE TO BUYER
DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACES. YOU ARE ENTITLED TO A COMPLETED COPY OF THIS AGREEMENT. IF YOU PAY
THE AMOUNT DUE BEFORE THE SCHEDULED DATE OF MATURITY OF THE INDEBTEDNESS AND
YOU ARE NOT IN DEFAULT IN THE TERMS OF THE CONTRACT FOR MORE THAN 2 MONTHS,
YOU ARE ENTITLED TO A REFUND OF THE UNEARNED PORTION OF THE TIME-PRICE
DIFFERENTIAL. IF YOU FAIL TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT,
THE VEHICLE MAY BE REPOSSESSED AND YOU MAY BE LIABLE FOR THE UNPAID
INDEBTEDNESS EVIDENCED BY THIS AGREEMENT.

If you are buying a used vehicle with this contract, as indicated in the
description of the vehicle above, federal regulation may require a special
buyer's guide to be displayed on the window.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISION IN
THE CONTRACT OF SALE.

BUYER AND CO-BUYER ACKNOWLEDGE RECEIPT OF A TRUE AND COMPLETELY FILLED-IN
COPY OF THIS CONTRACT AND THE ABOVE DISCLOSURE AT THE TIME OF SIGNING.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED UNLESS OTHERWISE INDICATED IN SECTION C ABOVE.

Buyer: X_______________________________________________ Date:____________

Co-Buyer: X____________________________________________ Date:____________

Creditor:______________________________________________ Date:____________

By: X__________________________________________________ Title:___________

LAW FORM NO. 554NV (REV. 12/91)

The printer makes no warranty, express or implied, as to content or fitness
for purpose of this form. Consult your own legal counsel.

                                 ORIGINAL

          TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING.
        2. BUYER AND SELLER SIGN THIS COPY AFTER CONTRACT IS SIGNED.


<Page>

                         (REVERSE SIDE OF CONTRACT)
                             (ADD-ON INTEREST)
                 (CONT'D) ADDITIONAL TERMS AND CONDITIONS

PREPAYMENT REBATE: You may prepay this contract in full at any time before
the final installment is due.  If the rights of the Buyer have not been
terminated or forfeited under the terms of the contract, the Buyer may prepay
in full the unpaid time balance thereof at any time before its final due date
and, if Buyer does so, and if the contract is not in default under any term
or condition of the contract more than 2 months,  Buyer is entitled to a
refund of the unearned portion of the time-price differential for the
prepayment.  The amount of the refund must be computed by applying the agreed
rate of the time-price differential to the unpaid time balance.  Any greater
amount of the time-price differential which may have been precomputed and
included in the balance due must be refunded.

DEFAULT:  If you default in the performance of any of the terms and
conditions of this agreement, including, but not limited to, making of any
payment later than 30 days of when due, or become insolvent, or file any
proceeding under the US Bankruptcy Code, or upon your demise, or if the
vehicle is damaged or destroyed, we may at our option and without notice or
demand (1) declare all unpaid sums immediately due and payable, (2) file suit
against you for all unpaid sums, and (3) take immediate possession of the
vehicle.  Upon taking possession of the vehicle and giving notice as
provided by law, if you do not redeem the vehicle, we will sell it at public or
private sale.  We may purchase the vehicle at any sale.  The proceeds of the
sale will be applied first to the expenses of retaking, reconditioning,
storing and selling the property, and the remainder will be applied to the
unpaid sums owing under this contract.  Attorney's fees and court costs are
allowed too. If there is any money left over (surplus) it will be paid to you.
If a balance still remains owing, you promise to pay that balance upon demand.
If you default or breach this agreement you agree to pay finance charges at the
Annual Percentage Rate shown on the reverse side until all sums owing us are
paid in full.  Our remedies are cumulative and taking of any action is not a
waiver and does not prohibit us from pursuing any other remedy.  You promise
to pay reasonable collection costs and expenses, including attorney's fees,
if you default under this agreement.  If suit is filed, you agree that
attorney's fees and costs will be awarded to the prevailing party.  If the
vehicle is repossessed we may store personal property found in the vehicle
for your account and at your expense and if you do not claim property within
90 days after the repossession, we may dispose of the personal property in
any manner we deem appropriate without liability to you.

DELINQUENCY AND COLLECTION CHARGES: You will pay a delinquency charge equal
to the lesser of $15 or 8 percent of any installment in default for more than
10 days.  If you default as described in the preceding paragraph and we refer
this contract for collection to an attorney who is not our salaried employee
or a salaried employee of the holder of this contract, you will pay
reasonable attorney's fees plus court costs, and reasonable collection costs
to the extent not prohibited by law.

DEMAND FOR FULL PAYMENT AND ADDITIONAL REMEDIES ON DEFAULT: If you default
under this contract, at the time of the default or any time after default (if
the default has not been cured previously) we may require immediate payment
of the unpaid portion of the amount you owe us.  If we do so, that unpaid
portion will be reduced by the unearned Finance Charge computed as if you
repaid in full.  On any default, we will have all the remedies of a secured
party under the Uniform Commercial Code.  If the cash price on the reverse
hereof is $1,000 or less, you will not be personally liable for any
deficiency incurred in a sale after repossession.

OWNERSHIP OF THE COLLATERAL: You represent that there are no liens, claims
or encumbrances on the Collateral except for the security interest you
grant by this contract to us and you further represent that you have executed
no financing statement covering the Collateral except for one relating to this
contract.

LOCATION AND USE OF COLLATERAL: You agree to notify us in writing of any
change of your address or of any change in the location of the Collateral.
Unless you first have received our written consent, you may not take the
Collateral out of the State shown in Section D in the section entitled
"Address Where Collateral Will Be Located" and you may not sell, lease or
otherwise dispose of the Collateral or any part of it by any means.  You will
comply with all laws, ordinances, regulations and orders relating to the
Collateral.  You will keep the Collateral in good condition and will not
alter or substantially modify it or conceal it.  You will not allow any other
security interest on the Collateral besides the security interest granted to
us under this contract.

INSPECTION OF THE COLLATERAL: We may inspect the Collateral at any reasonable
time.

TAXES: You are responsible for and will pay when due all taxes and
assessments levied on the Collateral.  If you fail to do so, we may pay any
such tax or assessment on your behalf.  An amount equal to that which we paid
will be added to the Total of Payments then owing and you will be charged a
finance charge on the amount we paid at the highest lawful contract rate.

PROPERTY INSURANCE: You will keep the Collateral insured against such risks
and in such amount as we may from time to time require with an insurer that
you choose and we approve.  As indicated in Section B, if you choose, we will
obtain property insurance for you at the premium shown.  Whether the
insurance is provided by you or by us, you will pay all premiums for this
insurance when the premiums are due and payable.  If you provide property
insurance, you will deliver the policies to us as additional security and
will provide us with receipts showing payment of premiums.  If you do not
obtain the insurance or pay the premiums, we may do so for you.  If we do
this, an amount equal to that which we have paid for the premiums will be
added to the Total of Payments then owing and a finance charge at the highest
lawful rate will be charged on that amount.  If we do not obtain the
insurance, none of our other rights and remedies will be prejudiced.  You
agree that any proceeds from insurance are to be used to either repair or
replace the vehicle.  Whether or not the vehicle is insured, you must pay for
it if it is lost, damaged, or destroyed.  If you default (as described
above), we may cancel the insurance and credit any insurance premium refunds
to the unpaid balance of this contract.

LIABILITY INSURANCE IS NOT REQUIRED BY THIS CONTRACT.  YOU HAVE THE RIGHT TO
CHOOSE THE PERSON THROUGH WHOM LIABILITY INSURANCE IS TO BE OBTAINED.

INFORMATION TO INSURANCE COMPANY OR AGENT: You give your permission to
furnish any information about the Collateral or any information about
insurance policies on the Collateral to an insurance agent or company.

CREDIT LIFE AND DISABILITY INSURANCE: If you indicated in Section B that you
want optional credit life or disability insurance, or both, you agree to pay
for such insurance at the premium shown in Section B.

NO WARRANTIES: We make no representations, promises or warranties, express or
implied as to the merchantability of the Collateral or whether the Collateral
is suitable or fit for the particular purpose intended unless we have done so
in this contract or in a separate written agreement signed by us as original
Seller of the Collateral, or unless the manufacturer has specifically
provided the warranty in writing.

NOTICES: Any notice we have to give you pursuant to the Uniform Commercial
Code will be reasonable if we send it to your address shown in Section D in the
section entitled "Your Address After Receipt of Possession of Collateral" at
least 5 days before the event with respect to which notice is required.

TIME IS OF THE ESSENCE: You understand that all payments that are required
must be made on the day due.

EXERCISING OUR RIGHTS: We can, without notice, delay enforcing our rights or
exercise only part of them, without losing them, waive a right we have to one
Buyer without waiving it as to the other(s).

MEANING OF WORDS: In this contract the words "you" and "your" means each and
all those who sign this contract as Buyers or Co-Buyers and their heirs
executors administrators, successors and assigns.  The words "we", "us" and
"ours" means the Creditor shown on the reverse in Section A, and if this
contract is assigned, its successors and assigns and any other holder of this
contract.

GOVERNING LAW: This contract has been delivered in the State of Creditor's
place of business and will be governed by the laws of that State and
applicable federal law.

INVALIDITY: Wherever possible each provision of this contract shall be
interpreted so that it is valid under applicable law, but if any provision is
prohibited or invalid, the remaining provisions of this contract will
continue to be valid.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF.  RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

If you are buying a used vehicle with this contract, as indicated in the
description of the vehicle on the reverse side, federal regulation may
require a special buyer's guide to be displayed on the window.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT.  INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS
IN THE CONTRACT OF SALE.

Assignment: For value received, Seller sells, assigns, and transfers to
______________________________ (Assignee), its successors and assigns, the
entire right, title and interest of Seller in the contract contained herein,
including, but not limited to, all amounts payable to Buyer and security
interest in the Collateral.  To induce Assignee to purchase the contract,
Seller represents and warrants to Assignee as follows: (a) the contract is
genuine and the statements and amounts inserted herein are correct; (b) the
contract and security interest arose entirely from the sale of the Collateral
or services described in the contract, or both; (c) the down payment, if any
be shown on the face hereof, has been received and no part thereof was
advanced directly or indirectly by Seller to Buyer (d) the goods and services
have been furnished to the satisfaction of Buyer and all obligations of
warranty to Buyer, either  express or implied, have been and will continue to
be fulfilled by Seller; (e) the Collateral or services, or both, have been
sold, provided and delivered to and accepted by Buyer; (f) the security
interest granted to Seller in the contract constitutes a valid first lien on
the Collateral and has been filed or recorded according to law to preserve the
priority of each lien; (g) the Collateral is free and clear of all liens and
encumbrances, except the security interest granted by this contract; (h) the
full amount of the stated Total of Payments remains unpaid; (i) Seller is the
holder of the contract and the security interest in the Collateral free and
clear of all liens and encumbrances and Seller has full power and authority
to assign the same, (j) the transaction was consummated on the above date set
forth in the contract and Buyer did not receive possession of the Collateral
prior to the date of consummation, (k) Buyer was furnished a completed copy
of the contract prior to consummation; (l) the Collateral is insured in a
company acceptable to Assignee against physical damage in addition to such
other risks as Assignee requires under an insurance policy acceptable to
Assignee; (m) Seller has not knowingly communicated to Assignee incorrect
information relating to the Buyer's application or credit statement or
knowingly failed to communicate information relating to such application or
credit statement, (n) the facts set forth in the contract are true, (o) Buyer
has no defense or counterclaim to payment of the obligation evidenced by the
contract; (p) Buyer is or, if more than one, each is not a minor and has
legal capacity to execute this contract and is liable thereon; and (q) Seller
has no reason to believe the Buyer has ever violated any laws concerning
liquor or narcotics.

In the event any warranty shall be breached or any representation shall be
false, Seller shall, upon demand and irrespective of whether the contract is
then in default repurchase the contract from Assignee at a price equal to
either the unpaid balance of the Total of Payments (after deducting the
unearned Finance Charge) or such other amount agreed to by Seller and
Assignee in a separate agreement as in effect on the date of such demand by
Assignee, plus any costs or expenses of collection, including attorney's
fees, whether incurred by Assignee by suit or on appeal, or otherwise.  Seller
waives all defenses that otherwise might have been available but nothing
herein contained shall preclude Assignee from enforcing against Seller any
other remedies provided by law for misrepresentation or breach of warranty.
In the event of any proceedings commenced by Assignee against Buyer with
respect to the contract, services or the Collateral, if Buyer asserts as a
defense, set off or counterclaim any act, omission or default by Seller,
Seller shall forthwith on demand repurchase the contract for the amount set
forth above.  The provisions of the assignment shall be binding on the heirs,
representatives, successors and assigns of Seller and shall inure to the
benefit of the successors and assigns of Assignee.  The above assignment
provisions apply and are in addition to any obligations of Seller as provided
in the paragraph below endorsed by Seller.

1. RECOURSE: Seller absolutely and unconditionally guarantees the prompt
payment of either the Total of Payments (after deducting the unearned Finance
Charge, when due, whether at maturity or by acceleration) or such other
amount agreed to by Seller and Assignee in a separate agreement, together
with all costs, expenses and reasonable attorney's fees incurred in the
collection of said amount.  Seller waives all defenses arising by reason of
any failure to give notice of acceptance of this guaranty or default of
Buyer, or arising by reason of an extension of time given to Buyer, or by
reason of any failure by Assignee to pursue Buyer or the Collateral or other
property of Buyer or to resort to other security or remedies which may be
available, and waives any and all defenses arising out of the guarantor
relationship.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________

2. REPURCHASE: In the event of default by the Buyer under any of the terms
or conditions of the contract, Seller will repossess and repurchase the
Collateral, or if the Collateral has already been repossessed, Seller will
repurchase the Collateral at the place of repossession or recovery.  The
Collateral will be repurchased in any event AS IS, at a price equal to
either the then unpaid balance of the Total of Payments (after deducting the
unearned Finance Charge) or such other amount agreed to by Seller and
Assignee in a separate agreement as in effect as of the default, together
with all costs, expenses and reasonable attorney's fees incurred by Assignee
in the collection of said amount.  Seller waives all defenses arising by
reason of any failure to give notice of acceptance of this agreement or
default of Buyer, or arising by reason of extension of time given to Buyer, or
by reason of any failure by Assignee to pursue Buyer or the Collateral or
other property of Buyer or to resort to other security or remedies which may
be available, and waives all other defenses that might otherwise have been
available.  At the time of repurchase, Seller shall pay to Assignee the
purchase price in cash and Assignee may reassign to Seller without recourse
and without warranties, express or implied, all title retention or lien
instruments and all contracts or promissory notes which Assignee then holds
upon such Collateral.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________

3. LIMITED ENDORSEMENT: In the event of default of Buyer before Buyer shall
have paid the first __________________ installments under the foregoing
contract, Assignee may reassign the contract to Seller and Seller agrees, upon
tender of such reassignment and in consideration thereof to pay to Assignee
either the then unpaid balance of the Total of Payments (after deducting the
unearned Finance Charge) or such other amount agreed to by Seller and Assignee
in a separate agreement as in effect as of the reassignment, together with all
costs, expenses and reasonable attorney's fees incurred in the collection of
said amount.  Seller waives all defenses arising by reason, of any failure to
give notice of acceptance of this agreement or default of Buyer, or arising
by reason of any extension of time given to Buyer, or by reason of any failure
by Assignee to pursue Buyer or the Collateral or other property of Buyer or
to resort to other security or remedies which may be available, and Seller
waives any other defenses that might otherwise have been available.

Seller:____________________________________ By:________________________________

Title:_____________________________________ Date:______________________________

4. WITHOUT RECOURSE: This assignment shall be without recourse against Seller
except for such obligations as are set forth in the assignment above.

Seller:____________________________________ By:________________________________
Title:_____________________________________ Date:______________________________


<Page>

                               LAW 553NV

LAW FORM NO. 553NV (REV. 12/91)

          SIMPLE INTEREST VEHICLE CONTRACT AND SECURITY AGREEMENT
------------------------------------------------------------------------------
SECTION A:
Buyer(s)/Name(s):                         CREDITOR:
         Name:                            Address:
Address:                                  City:                   County:
City:                   County:           State:                  Zip:
State:                  Zip:              Ph.: (   )
Bus. Ph.: (   )         Res Ph: (   )
------------------------------------------------------------------------------
Stock No._____________________ Salesman___________________ Date_______________
------------------------------------------------------------------------------
SECTION B:    DISCLOSURE MADE IN COMPLIANCE WITH FEDERAL TRUTH-IN-LENDING ACT
------------------------------------------------------------------------------

-------------------------------------------
ANNUAL
PERCENTAGE             The cost of your
RATE               credit as a yearly rate:

                                    %

-------------------------------------------
FINANCE
CHARGE              The dollar amount
                the credit will cost you:

                    $

-------------------------------------------
Amount                 The amount of credit
Financed               provided to you or
                       on your behalf:

                    $

-------------------------------------------
Total of               The amount you will
Payments               have paid after you
                       have made all pay-
                       ments as scheduled:

                     $

-------------------------------------------
Total Sales            The total cost of
Price                  your purchase on
                       credit, including
                       your down payment
                       of $______________:

                     $

-------------------------------------------

------------------------------------------------------------------------------
                        Your payment schedule will be:
------------------------------------------------------------------------------
Number of Payments          Amount of Payments        When Payments Are Due
------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------
INSURANCE: Credit life insurance and credit disability insurance are not
required to obtain credit, and will not be provided unless you sign and
agree to pay the additional cost.                        (e) MEANS AN ESTIMATE

<Table>
<Caption>
-----------------------------------------------------------------------------------------------
Type              Premium     Term       Signature(s)
-----------------------------------------------------------------------------------------------
<S>               <C>         <C>        <C>                     <C>
Credit Life:                             I want credit life
                  $                      insurance:              X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Joint Credit                             We want joint
Life:             $                      credit life insurance:  X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Credit Disability:                       I want credit
                  $                      disability insurance:   X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Credit Life                              I want credit life and
and Disability:   $                      disability insurance:   X__________________________
                                                                  INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
Joint Credit Life                        We want joint credit
& Disability:     $                      life and single         X__________________________
                                         disability insurance:    INSURED SIGNATURE(S)
-----------------------------------------------------------------------------------------------
</Table>

You may obtain property insurance from anyone you want that is acceptable to
the Creditor above. If you get the insurance from the Creditor you will pay
$_________________ and the term of the insurance will be __________________.

SECURITY: You are giving a security interest in the goods or property being
          purchased.
      / / Other (Check if applicable)
Filing fee: $__________________. Non-filing insurance: $___________________.
LATE CHARGE: If a payment is more than 10 days late, you will be charged
             $15.00 or 8 percent of the payment, whichever is less.
PREPAYMENT:  If you pay off early, you will not have to pay a penalty.

See your contract documents for any additional information about non-payment,
default, any required repayment in full before the scheduled date, and
penalties.

------------------------------------------------------------------------------
    SECTION D. VEHICLE RETAIL INSTALLMENT CONTRACT AND SECURITY AGREEMENT
------------------------------------------------------------------------------
This contract is made ________________, 19___ between you, the Buyer(s) shown
above, and us, the Seller shown as Creditor above. Having been quoted a cash
price and a credit price and having chosen to pay the credit price (shown as
the Total Sales Price in Section B above), you agree to buy and we agree to
sell, subject to all the terms of this contract, the following described
vehicle, accessories, and equipment (all of which are referred to in this
contract as "Collateral").

New or Used:_________________________  Year and Make:_________________________

Series:_____________________ Body Style:______________________ No. Cyl.:______

If truck, ton capacity:____________________________

Manufacturer's Serial Number:_________________________________________________

Use for which purchased:    / / Personal      / / Business     / / Agriculture

INCLUDING:

/ / Sun/Moon Roof        / / Air Conditioning       / / Automatic Transmission
/ / Power Steering       / / Power Door Locks       / / Power Seats
/ / Power Windows        / / Tilt Wheel             / / Vinyl Top
/ / Cassette             / / Cruise Control         / / AM/FM Stereo
/ / Compact Disc Player

_________________Color ____________Tires _____________________________Lic. No.
You, severally and jointly, promise to pay us the Total of Payments (shown
in Section B above) according to the Payment Schedule (also shown in Section
B above), until paid in full, together with interest after maturity at the
Annual Percentage Rate disclosed above.

To secure such payment, you grant to us a purchase money security interest
under the Uniform Commercial Code in the Collateral and in all accessions to
and proceeds of the Collateral. Insurance in which we or our assignee are
named as beneficiary or loss payee, including any proceeds of such insurance
or refunds of unearned premiums, or both, are assigned as additional security
for this obligation and any other obligation created in connection with this
sale. We, our successors and assigns, hereby waive any other security
interest or mortgage which would otherwise secure your obligations under this
contract except for the security interests and assignments granted by you in
this contract.

Address where Collateral will be located:

______________________________________________________________________________
Street                                          City             Zip
______________________________________________________________________________
County                                                State

Your address after receipt of possession of Collateral:

______________________________________________________________________________
Street                                          City             Zip
______________________________________________________________________________
County                                                State

------------------------------------------------------------------------------
                SECTION C: ITEMIZATION OF AMOUNT FINANCED
------------------------------------------------------------------------------
1.   Vehicle Selling Price.......................$____________
       Plus:  Documentary Fees...................$____________
       Plus:  Emission Inspection Fee............$____________
       Plus:  Other (____________)...............$____________
       Plus:  Other (____________)...............$____________
     Taxable Selling Price...................................$_____________
2.   Total Sales Tax.........................................$_____________
3.   Luxury Tax..............................................$_____________
4.   Plus Other Charges:
       a)  Extended Service Contract.............$____________
       b)  Driveway Permit.......................$____________
       c)  Other (______________)................$____________
       d)  Other (______________)................$____________
     Total OTHER CHARGES (ADD 4a THROUGH 4d).................$_____________
5.   TOTAL CASH SALES PRICE
     (ADD 1 THROUGH 4).......................................$_____________
6.   Gross Trade-In Allowance....................$____________
     _________________________________________________________
     YEAR              MAKE                MODEL
     Minus:  Payoff Balance......................$____________
     Net Trade-In Allowance (Include in Down Payment)........$_____________
7.   Down Payment (Other Than Net Trade-In Allowance):
       a)  Trade-in Sales Tax Credit.............$____________
       b)  Cash..................................$____________
       c)  Manufacturer's Rebate.................$____________
       d)  Other (______________)................$____________
     Down Payment (ADD 7a THROUGH 7d)........................$_____________
8.   TOTAL DOWN PAYMENT AND NET TRADE-IN ALLOWANCE
     (ADD 6 AND 7)...........................................$_____________
9.   UNPAID BALANCE OF CASH SALES PRICE
     (SUBTRACT 8 FROM 5).....................................$_____________
10.  Plus Insurance Charges:
       a)  Credit Life Insurance Premium
           Paid to (_______________) Term (_______________)..$_____________
       b)  Credit Disability Insurance
           Paid to (_______________) Term (_______________)..$_____________
       c)  Other Insurance
           Paid to (_______________) Term (_______________)..$_____________
11.  TOTAL AMOUNT FINANCED (ADD 9 AND 10)....................$_____________
     NOTE: Aggregate Fees Paid to Governmental Agencies...$____________
------------------------------------------------------------------------------
STATE DISCLOSURE REQUIREMENTS: The provisions of Section B and Section C
above are incorporated into this agreement for purposes of state disclosure
requirements.
     Additional Terms and Conditions: The additional terms and conditions set
     forth on the reverse side hereof are a part of this contract and are
     incorporated herein by reference.
OPTION: _____ You pay no Finance Charge if the Total Amount Financed, item
No. 11, Section C, is paid in full on or before ___________________, 19___.

SELLER'S INITIALS: ____________

SECTION E:                    NOTICE TO BUYER
DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACES. YOU ARE ENTITLED TO A COMPLETED COPY OF THIS AGREEMENT. IF YOU FAIL
TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY BE
REPOSSESSED AND YOU MAY BE LIABLE FOR THE UNPAID INDEBTEDNESS EVIDENCED BY
THIS AGREEMENT.

If you are buying a used vehicle with this contract, as indicated in the
description of the vehicle above, federal regulation may require a special
buyer's guide to be displayed on the window.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISION IN
THE CONTRACT OF SALE.

BUYER AND CO-BUYER ACKNOWLEDGE RECEIPT OF A TRUE AND COMPLETELY FILLED-IN
COPY OF THIS CONTRACT AND THE ABOVE DISCLOSURE AT THE TIME OF SIGNING.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED UNLESS OTHERWISE INDICATED IN SECTION C ABOVE.

Buyer: X_______________________________________________ Date:____________

Co-Buyer: X____________________________________________ Date:____________

Creditor:______________________________________________ Date:____________

By: X__________________________________________________ Title:___________

LAW FORM NO. 553NV (REV. 12/91)

The printer makes no warranty, express or implied, as to content or fitness
for purpose of this form. Consult your own legal counsel.

                                 ORIGINAL

          TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING.
        2. BUYER AND SELLER SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                           (REVERSE SIDE OF CONTRACT)
                               (SIMPLE INTEREST)
                   (CONT'D) ADDITIONAL TERMS AND CONDITIONS

SIMPLE INTEREST CONTRACT: This is a simple interest contract. The Finance
Charge, Total of Payments and Payment Schedule set forth in the disclosures
on the reverse side may differ. The final payment may differ depending upon
the dates payments are received and events which occur after this contract is
made. For example, early payments will have the effect of reducing your final
payment, while late payments will cause your final payment to be higher. Your
promise requires you to pay the final payment on the date due, which payment
will be equal to all unpaid sums due under this contract, even if the amount
of the final payment differs from the amount of final payment disclosed on
the reverse side hereof.

DEFAULT: If you default in the performance of any of the terms and conditions
of this agreement, including, but not limited to, making of any payment later
than 30 days of when due, or become insolvent, or file any proceeding under
U.S. Bankruptcy Code, or upon your demise, or if the vehicle is damaged or
destroyed, we may at our option and without notice or demand (1) declare all
unpaid sums immediately due and payable, (2) file suit against you for all
unpaid sums, and (3) take immediate possesion of the vehicle. Upon taking
possession of the vehicle and giving notice as provided by law, if you do not
redeem the vehicle, we will sell it at public or private sale. We may
purchase the vehicle at any sale. The proceeds of the sale will be applied
first to the expenses of retaking, reconditioning, storing and selling the
property, and the remainder will be applied to the unpaid sums owing under
this contract. Attorneys's fees and court costs are allowed too. If there is
any money left over (surplus) it will be paid to you. If a balance still
remains owing, you promise to pay that balance upon demand. If you default or
breach this agreement you agree to pay finance charges at the Annual
Percentage Rate shown on the reverse side until all sums owing us are paid in
full. Our remedies are cumulative and taking of any action is not [illegible]
not prohibit us from pursuing any other remedy. You promise to pay reasonable
collection costs and expenses, including attorney's fees, if you default
[illegible]agreement. If suit is filed, you agree that attorney's fees and
costs will be awarded to the prevailing party. If the vehicle is repossessed
we may store personal property found in the vehicle for your account and at
your expense and if you do not claim property within 90 days after the
repossession, we may dispose of the personal property in any manner we deem
appropriate without liability to you.

DELINQUENCY AND COLLECTION CHARGES: You will pay a delinquency charge equal
to the lesser of $15 or 8 percent of any installment in default for more than
10 days. [illegible] default as described in the preceding paragraph and we
refer this contract for collection to an attorney who is not our salaried
employee or a salaried employee of the holder of this contract, you will pay
reasonable attorney's fees plus court costs, and reasonable collection costs
to the  extent not prohibited by law.

DEMAND FOR FULL PAYMENT AND ADDITIONAL REMEDIES ON DEFAULT: If you default
under this contract, at the time of the default or any time after default (if
the default hasn't been cured previously) we may require immediate payment of
the unpaid portion of the amount you owe us. If there is any money left over
(surplus), it will be paid to you. On any default, we will have all remedies
of a secured party under the Uniform Commercial Code. If the cash price on
the reverse hereof is $1,000 or less, you will not be personally liable for
any deficiency incurred in a sale after repossession.

OWNERSHIP OF THE COLLATERAL: You represent that there are no liens, claims or
encumbrances on the Collateral except for the security interest you grant by
this contract to us and you further represent that you have executed no
financing statement covering the Collateral except for one relating to this
contract.

LOCATION AND USE OF COLLATERAL: You agree to notify us in writing of any
change of your address or of any change in the location of the Collateral.
Unless you first have received our written consent, you may not take the
Collateral out of the State shown in Section D in the section entitled
"Address Where Collateral Will Be Located" and you may not sell, lease or
otherwise dispose of the Collateral or any part of it by any means. You will
comply with all laws, ordinances, regulations and orders relating to the
Collateral. You will keep the Collateral in good condition and will not alter
or substantially modify it or conceal it. You will not allow any other
security interest on the Collateral besides the security interest granted to
us under this contract.

INSPECTION OF THE COLLATERAL: We may inspect the Collateral at any reasonable
time

TAXES: You are responsible for and will pay when due all taxes and
assessments levied on the Collateral. If you fail to do so, we may pay any
such tax or assessment on your behalf. An amount equal to that which we paid
will be added to the Total of Payments then owing and you will be charged a
finance charge on the amount we paid at the highest lawful contract rate.

PROPERTY INSURANCE: You will keep the Collateral insured against such risks
and in such amount as we may from time to time require with an insurer that
you choose and we approve. As indicated in Section B, if you choose, we will
obtain property insurance for you at the premium shown. Whether the insurance
is provided by you or by us, you will pay all premiums for this insurance
when the premiums are due and payable. If you provide property insurance, you
will deliver the policies to us as additional security and will provide us
with receipts showing payment of premiums. If you do not obtain the insurance
or pay the premiums, we may do so for you. If we do this, an amount equal to
that which we have paid for the premiums will be added to the Total of
Payments then owing and a finance charge at the highest lawful rate will be
charged on that amount. If we do not obtain the insurance, none of our other
rights and remedies will be prejudiced. You agree that any proceeds from
insurance are to be used to either repair or replace the vehicle. Whether or
not the vehicle in insured, you must pay for it if it is lost, damaged, or
destroyed. If you default (as described above), we may cancel the insurance
and credit any insurance premium refunds to the unpaid balance of this
contract.

LIABILITY INSURANCE IS NOT REQUIRED BY THIS CONTRACT. YOU HAVE THE RIGHT TO
CHOOSE THE PERSON THROUGH WHOM LIABILITY INSURANCE IS TO BE OBTAINED.

INFORMATION TO INSURANCE COMPANY OR AGENT: You give your permission to
furnish any information about the Collateral or any information about
insurance policies on the Collateral to an insurance agent or company.

CREDIT LIFE AND DISABILITY INSURANCE: If you indicated in Section B that you
want optional credit life or disability insurance, or both, you agree to pay
for such insurance at the premium shown in Section B.

NO WARRANTIES: We make no representations, promises or warranties express or
implied as to the merchantability of the Collateral or whether the
Collateral is suitable or fit for the particular purpose intended unless we
have done so in this contract or in a separate written agreement signed by us
as original Seller of the Collateral, or unless the manufacturer has
specifically provided the warranty in writing.

NOTICES: Any notice we have to give you pursuant to the Uniform Commercial
Code will be reasonable if we send it to your address shown in Section D in
the section entitled "Your Address After Receipt of Possession of Collateral"
at least 5 days before the event with respect to which notice is required.

TIME IS OF THE ESSENCE: You understand that all payments that are required
must be made on the day due.

EXERCISING OUR RIGHTS: We can, without notice, delay enforcing our rights or
exercise only part of them, without losing them, waive a right we have to one
Buyer without waiving it as to the other(s).

MEANING OF WORDS: In this contract the words "you" and "your" means each and
all those who sign this contract as Buyers or Co-Buyers, and their heirs,
executors, administrators, successors and assigns. The words "we", "us" and
"ours" means the Creditor shown on the reverse in Section A, and if this
contract is assigned, its successors and assigns and any other holder of this
contract.

GOVERNING LAW: This contract has been delivered in the State of Creditor's
place of business and will be governed by the laws of that State and
applicable federal law.

INVALIDITY: Wherever possible each provision of this contract shall be
interpreted so that it is valid under applicable law, but if any provision is
prohibited or invalid, the remaining provisions of this contract will
continue to be valid.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

If you are buying a used vehicle with this contract, as indicated in the
description of the vehicle on the reverse side, federal regulation may
require a special buyer's guide to be displayed on the window.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.

Assignment: For value received, Seller sells, assigns, and transfer
to__________________________________________ (Assignee), its successors and
assigns, the entire right, title and interest of Seller in the contract
contained herein, including, but not limited to, all amounts payable to Buyer
and security interest in the Collateral. To induce Assignee to purchase the
contract, Seller represents and warrants to Assignee as follows: (a) the
contract is genuine and the statements and amounts inserted herein are
correct; (b) the contract and security interest arose entirely from the sale
of the Collateral or services described in the contract, or both; (c)the down
payment, if any be shown on the face hereof, has been received and no part
thereof was advanced directly or indirectly by Seller to Buyer; (d) the goods
and services have been furnished to the satisfaction of Buyer and all
obligations of warranty to Buyer, either express or implied, have been and
will continue to be fulfilled by Seller; (e) the Collateral or services, or
both, have been sold, provided and delivered to and accepted by Buyer; (f)
the security interest granted to Seller in the contract constitutes a valid
first lien on the Collateral and has been filed or recorded according to law
to preserve the priority of each lien; (g) the Collateral is free and clear
of liens and encumbrances, except the security interest granted by this
contract, (h) the full amount of the stated Total of Payments remains unpaid;
(i) Seller is the holder of the contract and the security interest in the
Collateral free and clear of all liens and encumbrances and Seller has full
power and authority to assign the same; (j) the transaction was consummated
on the above date set forth in the contract and Buyer did not receive
possession of the Collateral prior to the date of consummation; (k) Buyer was
furnished a completed copy of the contract prior to consummation; (l) the
Collateral is insured in a company acceptable to Assignee against physical
damage in addition to such other risks as Assignee requires under an
insurance policy acceptable to Assignee; (m) Seller has not knowingly
communicated to Assignee incorrect information relating to the Buyer's
application or credit statement or knowingly failed to communicate
information relating to such application or credit statement; (n) the facts
set forth in the contract are true;(o) Buyer has no defense or counterclaim
to payment of the obligation evidenced by the contract; (p) Buyer is or, if
more than one, each is not a minor and has legal capacity to execute this
contract and is liable thereon; and (q) Seller has no reason to believe the
Buyer has ever violated any laws concerning liquor or narcotics.

In the event any warranty shall be breached or any representation shall be
false, Seller shall, upon demand and irrespective of whether the contract is
then in default, repurchase the contract from Assignee as a price equal to
the unpaid balance of the contract plus accrued interest, or such other
amount agreed to by Seller and Assignee in a separate agreement as in effect
on the date of such demand by Assignee, plus any costs or expenses of
collection, including attorney's fees, whether incurred by Assignee by suit
or on appeal or otherwise. Seller waives all defenses that otherwise might
have been available but nothing herein contained shall preclude Assignee from
enforcing against Seller any other remedies provided by law for
misrepresentation or breach of warranty. In the event of any proceedings
commenced by Assignee against Buyer with respect to the contract series or
the Collateral, if Buyer asserts as a defense, set off or counterclaim any
act, omission or default by Seller, Seller shall forthwith on demand
repurchase the contract for the amount set forth above. The provisions of
this assignment shall be binding on the heirs, representatives, successors
and assigns of Seller and shall inure the benefit of the successors and
assigns of Assignee. The above assignment provisions apply and are in
addition to any obligations of Seller as provided in the paragraph below
endorsed by Seller.

1. RECOURSE: Seller absolutely and unconditionally guarantees the prompt
payment of either the total unpaid amount of the contract and any accrued
interest or such other amount agreed to by Seller and Assignee in a separate
agreement, together with all costs, expenses and reasonable attorney's fees
incurred in the collection of said amount. Seller waives all defenses arising
by reason of any failure to give notice of acceptance of this guaranty or
default of Buyer, or arising by reason of any extension of time given to
Buyer, or by reason of any failure by Assignee to pursue Buyer or the
Collateral or other property of Buyer or to resort to other security or
remedies which may be available, and waives any and all defenses arising out
of the guarantor relationship.

Seller:________________________________________ By:_____________________________

Title:_________________________________________ Date:___________________________

2. REPURCHASE: In the event of default by the Buyer under any of the terms or
conditions of the contract, Seller will repossess and repurchase the
Collateral, or if the Collateral has already been repossessed, Seller will
repurchase the Collateral at the place of repossession or recovery. The
Collateral will be repurchased in any event AS IS, at a price equal to the
then unpaid balance of the contract and any accrued interest, or such other
amount agreed to by Seller and Assignee in a separate agreement as in effect
as of the default, together with all costs, expenses and reasonable
attorney's fees incurred by Assignee in the collection of said amount. Seller
waives all defenses arising by reason of any failure to give notice of
acceptance of this agreement or default of Buyer, or arising by reason of
extension of time given to Buyer, or by reason of any failure by Assignee to
pursue Buyer or the Collateral or other property of Buyer or to resort to
other security or remedies which may be available, and waives all other
defenses that might otherwise have been available. At the time of repurchase,
Seller shall pay to Assignee the purchase price in cash and Assignee may
reassign to Seller without recourse and without warranties, express or
implied, all title retention or lien instruments and all contracts or
promissory notes which Assignee then holds upon such Collateral.

Seller:________________________________________ By:_____________________________

Title:_________________________________________ Date:___________________________

3. LIMITED ENDORSEMENT: In the event of default of Buyer before Buyer shall
have paid the first______________________installments under the foregoing
contract, Assignee may reassign the contract to Seller agrees, upon tender of
such reassignment and in consideration thereof to pay to Assignee either the
then unpaid balance of the contract and any accrued interest, or such other
amount agreed to by Seller and Assignee in a separate agreement as in effect
as of the reassignment, together with all costs, expenses and reasonable
attorney's fees incurred in the collection of said amount. Seller waives all
defenses arising by reason of any failure to give notice of acceptance of
this agreement or default of Buyer, or arising by reason of any extension of
time given to Buyer, or by reason of any failure by Assignee to pursue Buyer
or the Collateral or other property of Buyer or to resort to other security
or remedies which may be available, and Seller waives any other defenses that
might otherwise have been available.

Seller:________________________________________ By:_____________________________

Title:_________________________________________ Date:___________________________

4. WITHOUT RECOURSE: This assignment shall be without recourse against Seller
except for such obligations as are set forth in the assignment above.

Seller:________________________________________ By:_____________________________

Title:_________________________________________ Date:___________________________

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION AND DEBT CANCELLATION COVERAGE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                           Date:
                               RETAIL INSTALLMENT          ----------------
                               CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as the "vehicle"), under the terms and provisions on
the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security     __ I am giving a security interest in the goods or property being purchased.
 Late Charge  __ If a payment is more than 10 days late, I will be charged 5% of the scheduled payment or $5.00, whichever is less.
 Prepayment   __ If I pay off early, I will not have to pay a penalty.
 Filing Fees  __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

STATE DISCLOSURES AND ITEMIZATION OF AMOUNT FINANCED

1  Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Debt Cancellation Coverage
      for a term of _____ months                    $__________   Paid to the *
   b. Credit Life and/or Credit Disability                        Insurance
      Insurance for a term of _____ months          $__________   Company
   c. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   d. Taxes (Not included in Cash Price)     $__________    Paid to
   e. License Fees           $__________                    Public
      Certif. of Title Fees  $__________                    Officials
      Regist. Fees           $__________     $__________

   f. Service Contract ..................... $__________ Paid to_______*
   g. ______________________________________ $__________ Paid to ______
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.



-------------------------------------------------------------------------------

                              SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that I
choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.


                                  Service Contract Price: $____________________

Service Contract Administrator:________________________________________________

Term:_______________________________________________________ My Initials_______

_______________________________________________________________________________

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach in
accordance with and subject to the terms of the Seller's Assignment on the
reverse side, without recourse except as otherwise indicated on the reverse
side and except as set forth in any underlying dealer agreement of Seller.



-------------------------------------------------------------------------------
(Seller)                                                 Date

By:
   ----------------------------------------------------------------------------
   Signature                                             Title


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

-------------------------------------------------------------------------------

DEBT CANCELLATION COVERAGE ELECTION
DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER.
The person(s) signing this Debt Cancellation Coverage election (check the
applicable box)
/ / Request(s) Debt Cancellation Coverage cancelling all or part of the
remaining balance due on this contract when the vehicle securing this
contract is a total loss as the result of theft, confiscation or physical
damage and the settlement payment, if any, made by my (our) primary
automobile insurance is not sufficient to pay that balance. If Debt
Cancellation Coverage is elected the cost of this coverage is shown in Item 4a
at left for the entire term of this contract, unless the term is set forth
herein: __________ months.
/ / Do(es) not want any Debt Cancellation Coverage.


-------------------------------------------------------------------------------
Customer's Signature to above statement                          Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

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CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box(es))
    Request(s)
    / / Credit Life Insurance, at a cost of $____________.
    / / Credit Disability Insurance at a cost of $____________. If credit life
        insurance and/or credit disability insurance is elected the total cost
        of this insurance is shown in Item 4b at left for the entire term of
        this contract, unless the terms is set forth herein:
        ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health
of Insured Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the Insurance Carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INCLUDE LIABILITY INSURANCE COVERAGE FOR
BODILY INJURY OR PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE.
-------------------------------------------------------------------------------

NOTICE TO THE BUYER: DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT
YOU SIGN. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL
AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE.

-------------------------------------------------------------------------------
I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.




-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

MO MV (6/97)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds and proceeds of all
debt cancellation coverage relating to persons or property, including return
or unearned premiums, unearned debt cancellation charges, and the proceeds of
any service contract, for application to the unpaid balance. I direct any
insurer to pay you directly. In the event of default, you may cancel all
insurance, all debt cancellation coverage and any service contract financed
as part of this contract and credit any refund to the unpaid balance if
permitted by law and after the expiration of the period set forth in whatever
notice, is required by law. I waive all marital rights and exemptions
relating to any property in which I have granted you a security interest. I
authorize you to sign my name to any documents necessary to transfer title to
the vehicle or to carry out the provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of 5% of the scheduled payment or $5.00, whichever is less. If
you accept late payments or partial payments, that does not mean you will
accept other late or partial payments. If I do not make any of my scheduled
payments on its due date, or if any of the following occurs and the prospect
of payment, performance or ability to realize on the Collateral is
significantly impaired  (the requirement that the prospect of payment
performance or ability to realize on the Collateral be significantly impaired
applies only if the original cash price was $7,500 or less): I die, the
credit application I furnished to you is false or misleading in any material
respect, all or any part of the Collateral or any interest therein is sold,
transferred, encumbered, leased or rented (whether voluntarily, by operation
of law or otherwise) without your advance written consent, I do not comply
with any other requirement of this contract, bankruptcy or insolvency
proceedings are brought by or against me, I abandon the Collateral, or a
court officer such as a trustee, receiver or sequestrator is appointed to
take possession of my property or the Collateral, then the full unpaid amount
financed and accrued and unpaid finance charge and all other amounts I then
owe you under this contract will become due, if you desire, after the
expiration of the period set forth in whatever notice, if any, is required by
law.

REMEDIES--If I have not met the requirements of this contract, you may
peaceably and lawfully repossess the Collateral after the expiration of the
period set forth in whatever notice, if any, is required by law and you may
peaceably and lawfully enter my premises to effect the reposession. Except to
the extent otherwise provided in Missouri Revised Statutes, secs 408 551 -
408 562, if applicable, you have all the rights of a secured party under the
Uniform Commercial Code. I will send written notice to you by certified mail,
return receipt requested, within 1 week after repossession if I claim that
any articles not covered by this contract were in the Collateral at the time
of repossession. If I fail to do this I will have abandoned the articles left
in the Collateral and you will not have any responsibility to me to care for
them. If you sell my Collateral, you have the right to sell to a dealer. If
you have to give me notice, 10 days is sufficient. The proceeds of the sale
(minus the collection fees, expenses and charges set forth below) will be
credited to the unpaid balance on the contract. If any money is left over
after you have applied it to my obligation under this contract, it will be
paid to the persons legally entitled to it, but if any money is still owing,
and the original amount financed was more than $500 and the amount remaining
unpaid at the time of default was $300 or more, I agree to pay you the
balance. If this contract is referred to an attorney not your salaried
employee for collection, I will pay your reasonable attorneys' fees not to
exceed 15% of the amount due and payable under this contract. I will also pay
all your reasonable expenses of repossession, storage preparation for sale
and sale of the Collateral. I will also pay you a charge of $15 plus the
actual charge imposed by the depository institution for each check, draft,
order or like instrument submitted to you in payment on this contract which
is returned unpaid.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss damage
or destruction, in good condition and repair and free from all liens. I will
not substantially modify it or permit anything to be done to it that would
impair its value, reasonable wear and tear excepted. I will not move it from
my address except for temporary periods in its normal and customary use. I
will give you prior written notice of any change in my residence or domicile.
I will not sell or give the Collateral away, or rent it out, or use it or
permit it to be used illegally. You are entitled to any proceeds from the
sale of the Collateral, but this right does not waive any rights you have in
the Collateral and does not permit me to sell or transfer the Collateral in
violation of this contract. Any notices you send me are sufficient if sent to
my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are
cumulative. If anything in this contract is not valid or consistent with law
or regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract. I UNDERSTAND AND CONSENT THAT SOME
PAYMENTS TO THIRD PARTIES FINANCED AS PART OF THIS CONTRACT MAY INVOLVE MONEY
RETAINED BY YOU OR PAID BACK TO YOU AS COMMISSIONS OR OTHER REMUNERATION.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate, and such amount will be secured by
the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us, in an amount either equal to the value of the
Collateral or less at your option. If I fail to file an insurance claim within
60 days after a casualty to the Collateral you may file a claim and settle
it with the insurance company on whatever terms you decide, and I irrevocably
appoint you as my agent for this purpose.

FURTHER INSURANCE PROVISIONS--The credit insurance and/or the debt
cancellation charge, respectively, included in this contract may have to be
adjusted upon issuance of the policy or certificate. If the credit insurance
charge and/or the debt cancellation charge, respectively, included in this
contract exceeds the actual cost, I understand that I will receive an
appropriate credit. If the actual cost of the credit insurance and/or the
debt cancellation charge respectively obtained by or through you, whether
under this contract or as a result of my subsequent request, exceeds the
insurance charge or debt cancellation charge included in the contract, or if
you obtain insurance covering the Collateral because I fail to or because my
insurance is cancelled and not renewed, you may, but will not be obligated
to, pay the appropriate amount for me and add the amount paid to the amount I
owe under this contract, in which event I agree to reimburse such amount to
you, either in a lump sum on your demand or in equal installments over the
remaining term, concurrent with  remaining installments, as you choose,
together with interest at the Annual Percentage Rate disclosed on the face of
this contract if permitted by law or, if not, at the highest lawful rate, and
such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, and notice of dishonor and consents to all
extensions, changes, settlements, adjustments, compromises, postponements of
the time of any payments, and renewals of this contract. Each such person
consents to any exchange, substitution or release of the Collateral or of any
person or persons responsible to pay or perform the obligations under this
contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, NO EXPRESS WARRANTIES,
REPRESENTATIONS, PROMISES OR STATEMENTS AS TO THE CONDITION, FITNESS OR
MERCHANTABILITY OF THE VEHICLE HAVE BEEN MADE BY YOU UNLESS COVERED BY A
SEPARATE STATEMENT DELIVERED TO ME. A STATEMENT AS TO YEAR MODEL IS FOR
IDENTIFICATION ONLY. NO CHANGES MAY BE MADE IN THE REQUIREMENTS OF THIS
PARAGRAPH UNLESS IN WRITING AND SIGNED BY YOU AND ME. IF ANY PART OF THIS
PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART WILL BE INEFFECTIVE, BUT THE
REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Missouri.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the
same rights as are waived in the section above entitled "Obligations of
Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract;
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power, and
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer.

4.  If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance
hereof. Seller absolutely and unconditionally agrees that the liability of
Seller hereunder shall not in any way be affected or impaired by the
cancelation of Customer's liability for any reason (other than full payment
of the Contract) or by any extention, forbearance or change of the rate of
finance charge in connection with the Contract, or by acceptance, release or
substitution of any part of the goods, or by any impairment or suspension of
any remedies or rights by Assignee against Customer, except as modified by
any underlying dealer agreement of Seller.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and
without representation or warranty by the undersigned except as provided in
said Operating Agreement or such other agreement or agreements as may be in
effect between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION AND DEBT CANCELLATION COVERAGE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as the "vehicle"), under the terms and provisions on
the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased
 Late Charge    __ If a payment is more than 10 days late, I will be charged $15.00 or 5% of the scheduled payment, whichever is
                   greater.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

STATE DISCLOSURES AND ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Debt Cancellation Coverage
      for a term of _____ months ........... $__________    Paid to the
   b. Credit Life and / or Credit Disability                Insurance
      Insurance for a term of _____ months . $__________*   Company
   c. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   d. Taxes (Not included in Cash Price)     $__________    Paid to
   e. License Fees           $__________                    Public
      Certif. of Title Fees  $__________                    Officials
      Regist. Fees           $__________     $__________
   f. Service Contract ..................... $__________    Paid to ______*
   g. ______________________________________ $__________    Paid to ______
   h. ______________________________________ $__________    Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $_____________
5. Amount Financed (3+4) .................................. $_____________
6. Finance Charge ......................................... $_____________
7. Total of Payments (5+6) ................................ $_____________
8. Total Sale Price (1+4+6) ............................... $_____________
*  Seller may be retaining a portion of this amount.
</Table>
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PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments. However, if as the
result of late payments or deferred payments the last payment is more than
105% of the regularly scheduled payment I may pay the deferred finance
charge within 25 days after the date the last payment is due.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.


-------------------------------------------------------------------------------

                                SERVICE CONTRACT
                                ----------------
Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.



                                  Service Contract Price $_____________________

Service Contract Administrator:________________________________________________

Term:__________________________________________________ My initials ___________

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be assigned to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach in
accordance with and subject to the terms of the Seller's Assignment on the
reverse side, without recourse except as otherwise indicated on the reverse
side and except as set forth in any underlying dealer agreement of Seller.


-------------------------------------------------------------------------------
(Seller)                                                   Date

By:
    ---------------------------------------------------------------------------
    Signature                                              Title

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS AGREEMENT WITH ALL BLANKS
FILLED IN AND THAT I HAVE READ IT AND UNDERSTAND IT.


-------------------------------------------------------------------------------
Customer

-------------------------------------------------------------------------------
Co-Customer

PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. CUSTOMER MAY CHOOSE THE AGENT AND INSURER REASONABLY
ACCEPTABLE TO SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE
PLACED.

-------------------------------------------------------------------------------

DEBT CANCELLATION COVERAGE ELECTION

DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER.
The person(s) signing this Debt Cancellation Coverage election (check
applicable box)
/ / Request(s) Debt Cancellation Coverage cancelling all or part of the
remaining balance due on this contract when the vehicle securing this
contract is a total loss as the result of theft, confiscation or physical
damage and the settlement payment, if any, made by my (our) primary
automobile insurance is not sufficient to pay that balance. If Debt
Cancellation Coverage is elected the cost of this coverage is shown in Item 4a
at left for the entire term of this contract, unless the term is set forth
herein: __________ months.
/ / Do(es) not want any Debt Cancellation Coverage.


-------------------------------------------------------------------------------
Customer's Signature to above statement                          Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION

CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box(es))
    Request(s)
    / / Credit Life Insurance, at a cost of $_____________________.
    / / Credit Disability Insurance, at a cost of $________________. If credit
    life insurance and/or credit disability insurance is elected the total
    cost of this insurance is shown in Item 4b at left for the entire term of
    this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health
of Insured Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the Insurance Carrier.
-------------------------------------------------------------------------------
I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------

SUMMARY OF BUYER'S RIGHTS
This is an accrued finance charge (simple interest) contract and I may pay
off all my debt early without penalty. If there is a default under this
contract and the vehicle is repossessed, then I may redeem it by fulfilling
all my obligations under this contract (not just paying the amount in
default) as set forth in the section entitled "Remedies" on the reverse of
this contract.
-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------
I AGREE TO ALL THE TERMS OF THIS CONTRACT.
-------------------------------------------------------------------------------
  WARNING: THE INSURANCE AFFORDED HEREUNDER DOES NOT COVER LIABILITY FOR
  INJURY TO PERSONS OR DAMAGE TO PROPERTY OF OTHERS UNLESS SO INDICATED HEREON.
-------------------------------------------------------------------------------
NOTICE TO BUYER: DO NOT SIGN THIS CONTRACT IN BLANK. YOU ARE ENTITLED TO 1
TRUE COPY OF THE CONTRACT YOU SIGN WITHOUT CHARGE. KEEP IT TO PROTECT YOUR
LEGAL RIGHTS.


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
In consideration of the fact that you are extending credit to the customer and
co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non- Customer Co-Owner                                           Date

-------------------------------------------------------------------------------
Non- Customer Co-Owner                                           Date


 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE


<Page>

                                GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty.
The words "you" and "your" refer to the Holder of this contract.
The word "Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees, court
costs and disbursements to the extent permitted by law.

                                   (Seal)
----------------------------------        ----------------------------------
                                                                   (Address)

                                   (Seal)
----------------------------------        ----------------------------------
                                                                   (Address)

                        SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Installment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right,
title and interest of Seller in the vehicle, to the Assignee named on the
face of this Contract, its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and, for the same consideration, Seller agrees that this assignment is
subject to the following terms and conditions, as well as the terms and
conditions contained in any underlying dealer agreement of Seller.

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter collectively called
"Customer") and is in all respects what it purports to be; (b) all statements
of fact contained in the Contract are true and were expressly set forth in
the Contract before the Customer signed it; (c) the statements made in the
credit application are correct; (d) the vehicle (hereinafter called "goods")
referred to in the Contract has been delivered by Seller to Customer, and
Seller at the time of such delivery, had good title to said goods and the
right to transfer title thereto, and said goods are free of all security
interests, liens or other encumbrances except the security interest and liens
created in the Contract, (e) Seller has or will forthwith cause a document of
title to be obtained on said goods, which document of title will show in
proper legal form a first priority security interest in Assignee's favor; (f)
the cash price set forth in the Contract represents sound value and the total
downpayment made by Customer is correctly stated in the Contract; (g) no part
of said downpayment was borrowed and, to the knowledge of Seller, there has
been no extension of credit (other than that recited in the Contract) nor is
there to be any extension of credit directly or indirectly to Customer in
connection with Customer's purchase of said goods from Seller; (h) said goods
are as represented by Seller to Customer; (i) Seller has no reason to believe
that Customer has ever violated any laws concerning liquor or narcotics; (j)
all of the parties to the Contract have the capacity to contract and Seller
has no knowledge of any fact which impairs the validity of the Contract; (k)
the goods are merchantable and fit for the purpose intended and no warranties
of any kind or character, express or implied, have been or will be breached
with respect to said goods; (l) Seller has properly complied with all
applicable laws and regulations, including but not limited to the provisions
of the Equal Credit Opportunity Act (including regulations thereunder) and
the Federal Truth in Lending Act (including regulations thereunder),
pertaining to the transaction evidenced by the Contract; and (m) the Contract
is valid, binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous; or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment. Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except its modified by any underlying dealer agreement of
Seller.

4.  If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

      ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller:                                Seller:
       -------------------------------        ---------------------------------

By:                                    By:
   -----------------------------------     ------------------------------------
             Authorized Agent                        Authorized Agent

                         ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty:               Number of Months:
                        --------------                  -----------------------

Seller:
       -------------------------------

By:
   -----------------------------------
             Authorized Agent

                              SUBSEQUENT ASSIGNMENT

FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged, the
undersigned, pursuant to the current Operating Agreement between the parties,
hereby sells, transfers and sets over unto ______________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and
without representation or warranty by the undersigned except as provided in
said Operating Agreement or such other agreement or agreements as may be in
effect between the undersigned and Subsequent Assignee.


                                       LONG BEACH ACCEPTANCE CORP.

Date                                   By:
    ----------------------------------    -------------------------------------
<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds and proceeds of all
debt cancellation coverage relating to persons or property, including return
or unearned premiums, unearned debt cancellation charges, and the proceeds of
any service contract, for application to the unpaid balance. I direct any
insurer to pay you directly. In the event of default, you may cancel all
insurance, all debt cancellation coverage and any service contract and credit
any refund to the unpaid balance if permitted by law. I waive all marital
rights and exemptions relating to any property in which I have granted you a
security interest.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of $15.00 or 5% of the scheduled payment, whichever is greater.
If you accept late or partial payments, that does not mean you will
accept other late or partial payments. If I do not make any of my scheduled
payments on its due date, or if I die, or if the credit application I
furnished to you is false or misleading in any material respect, or if all or
any part of the Collateral or any interest therein is sold, transferred,
encumbered, leased or rented (whether voluntarily, by operation of law or
otherwise) without your advance written consent, or if I do not comply with
any other requirement of this contract, or if bankruptcy or insolvency
proceedings are brought by or against me or if I abandon the Collateral, or
if a court officer such as a trustee receiver or sequestrator is appointed to
take possession of my property or the Collateral then the full unpaid amount
financed and accrued and unpaid finance charge and all other amounts I then
owe you under this contract will become due, if you desire, without your
advising me.

REMEDIES--If I have not met the requirements of this contract, you may
peaceably and lawfully repossess the Collateral and you may peaceably and
lawfully enter my premises to effect the repossession. You have all the rights
of a secured party under the Uniform Commercial Code. I will send written
notice to you by certified mail, return receipt requested, within 1 week
after repossession if I claim that any articles not covered by this contract
were in the Collateral at the time of repossession. If you sell my Collateral,
you have the right to sell to a dealer. If you have to give me notice, 10 days
is sufficient. The proceeds of the sale will be credited to the unpaid
balance on this contract. If any money is left over after you have applied it
to my obligation under this contract, it will be paid to the persons legally
entitled to it, but if any money is still owing, I agree to pay you the
balance. If you repossess the Collateral, I have the legal right to redeem it
at any time before you have disposed of it, agreed to dispose of it or
discharged any obligations under this contract by fulfilling my obligations
under this contract. I will also pay you a charge of $25 for each check or
other payment instrument submitted to you in payment on this contract which
is dishonored because of insufficient funds.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part there
will be no changes in the due dates or amounts of any monthly payments
unless you so agree in writing.

OTHER TERMS AND CONDITIONS

    I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are
cumulative. If anything in this contract is not valid or consistent with law
or regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate, and such amount will be secured by
the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us, in an amount either equal to the value of the
Collateral or less at your option.

FURTHER INSURANCE PROVISIONS--The credit insurance and/or the debt
cancellation charges, respectively, included in this contract may have to be
adjusted upon issuance of the policy or certificate. If the credit insurance
charge and/or the debt cancellation charge, respectively, included in this
contract exceeds the actual cost, I understand that I will receive an
appropriate credit. If the actual cost of the credit insurance and/or the
debt cancellation charges, respectively, obtained by or through you, whether
under this contract or as a result of my subsequent request, exceeds the
insurance charge or debt cancellation charge included in the contract, or if
you obtain insurance covering the Collateral because I fail to or because my
insurance is cancelled and not renewed, you may, but will not be obligated
to, pay the appropriate amount for me and add the amount paid to the amount I
owe under this contract, in which event I agree to reimburse such amount to
you, either in a lump sum on your demand or in equal installments over the
remaining term, concurrent with remaining installments as you choose,
together with interest at the Annual Percentage Rate disclosed on the face of
this contract if permitted by law or, if not, at the highest lawful rate, and
such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person consents
to all extensions, changes, settlements, adjustments, compromises,
postponements of the time of any payments, and renewals of this contract.
Each such person consents to any exchange, substitution or release of the
Collateral or of any person or persons responsible to pay or perform the
obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
HOWEVER, IF YOU MAKE A WRITTEN WARRANTY COVERING THE VEHICLE OR, WITHIN 90
DAYS FROM THE DATE OF THIS CONTRACT, YOU EXTEND A SERVICE CONTRACT COVERING
THE VEHICLE, THIS EXCLUSION OF WARRANTIES WILL NOT AFFECT ANY IMPLIED
WARRANTIES DURING THE TERM OF THE APPLICABLE WRITTEN WARRANTY OR SERVICE
CONTRACT. A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES
MAY BE MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND
SIGNED BY YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW,
THAT PART WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN
IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies: otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Michigan.

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade            Description       Identification No.      State
                               Name (Also No., if applicable)                             (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the property being purchased.
 Late Charge    __ If a payment is more than 15 days late, I will be charged a late charge of $5.00 or 5% of the scheduled
                   payment, whichever is less.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________

 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _____________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      __________________________________     $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life
      and Accident and Health Insurance .... $__________    Paid to the
   e. Vendor's Single Interest Insurance ... $__________    Insurance Company *
   f. Service Contract ..................... $__________ Paid to ______*
   g. __________________________________     $__________ Paid to ______
   h. __________________________________     $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.



-------------------------------------------------------------------------------

                               SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to the
service contract for details about coverage and duration.

                        Service Contract Price: $______________________________

Service Contract Administrator:________________________________________________

Term:______________________________________________  My initials ______________


-------------------------------------------------------------------------------
NOTICE TO THE BUYER: 1. DO NOT SIGN THIS CONTRACT IF ANY OF THE SPACES INTENDED
FOR THE AGREED TERMS TO THE EXTENT OF THEN AVAILABLE INFORMATION ARE LEFT
BLANK. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGNED.
3. UNDER THE LAW, YOU HAVE THE FOLLOWING RIGHTS, AMONG OTHERS: (a) TO PAY OFF
IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE FINANCE
CHARGE; (b) TO REDEEM THE PROPERTY IF REPOSSESSED FOR A DEFAULT: (c) TO
REQUIRE, UNDER CERTAIN CONDITIONS, A RESALE OF THE PROPERTY IF REPOSSESSED.
-------------------------------------------------------------------------------


ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature



PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $__________,
and is reflected in Item 4e at left. VENDOR'S SINGLE INTEREST INSURANCE IS
SOLELY FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR
THE BENEFIT OF THE CUSTOMER OR CO-CUSTOMER.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
YOU (THE CUSTOMER) CANNOT BE DENIED CREDIT SIMPLY BECAUSE YOU CHOOSE NOT TO
BUY CREDIT INSURANCE. CREDIT LIFE INSURANCE AND CREDIT ACCIDENT AND HEALTH
INSURANCE ARE NOT REQUIRED TO OBTAIN CREDIT. INSURANCE WILL NOT BE PROVIDED
UNLESS YOU SIGN AND AGREE TO PAY THE ADDITIONAL CHARGE.

The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Accident
    and Health Insurance. If credit life insurance or credit life and
    accident and health insurance is selected the cost of this insurance is
    shown in Item 4d at left for the entire term of this contract, unless the
    terms is set forth herein: ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the Insurance Carrier.
-------------------------------------------------------------------------------

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY OR PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED.

I will furnish copy of policy with long form loss payable clause, purchased
from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.

I ACKNOWLEDGE RECEIPT OF A TRUE COPY OF THIS CONTRACT WHICH WAS COMPLETELY
FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

MA/MV (7/96)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property including return or unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of default, you may cancel all insurance
and any service contract and credit any refund to the unpaid balance if
permitted by law. I waive all marital rights and exemptions relating to any
property in which I have granted you a security interest.

DEFAULT--If any part of any payment is more than 15 days late, I will pay you
a late charge equal to 5% of the scheduled amount of the payment or $5,
whichever is less. If you accept late payments or partial payments, that does
not mean you will accept other late or partial payments. If I fail to make
any of my scheduled payments on its due date, or if I fail to comply with any
other requirement of this contract and the value of the Collateral is
substantially impaired, and 10 or more days have elapsed since such failure,
you may send me a notice giving me 21 days to eliminate the default. If I do
so, I have the right to continue making monthly payments. If I do not
eliminate the default in the manner stated in the notice, or if I eliminate
the default but default again and fail to eliminate the latter default, or if
I do not have the right to eliminate the latter default, then the full unpaid
amount financed and accrued and unpaid finance charge and all other amounts I
then owe you under this contract will become due, if you desire. In addition,
you may repossess the Collateral. After you have sent 3 separate notices for
3 separate defaults, I will not have the right to eliminate a default as
described above.

REMEDIES--If I have not met the requirements of this contract, you may
repossess the Collateral if you do not enter on any property owned or rented
by me and if you repossess the Collateral with my consent given at the time,
you can peaceably enter my premises to do so. Otherwise, if the Collateral is
on my premises a court hearing prior to possession is required. Except to the
extent otherwise provided in the Massachusetts Motor Vehicle Retail
Installment Sales Act, you have all the rights of a secured party under the
Uniform Commercial Code. I will send written notice to you by certified mail,
return receipt requested, within 20 days after repossession if I claim that
any articles not covered by this contract are on or in the Collateral at the
time of repossession. If you sell my Collateral you have a right to sell to a
dealer. I can redeem repossessed Collateral within 20 days after
repossession, or thereafter until it is disposed of or a contract is entered
into for its disposition. The proceeds of the sale (minus expenses of
repossession and storage) will be credited to my unpaid balance. If any money
is left over after you have applied it to my obligation under this contract,
it will be paid to the persons legally entitled to it. If any money is still
owing and at the time of default the amount required to prepay the contract
in full was more than $2000, I agree to pay you the difference between the
balance due and the fair market value of the Collateral. I will also pay you
a charge of $10 for each check, draft or payment order submitted to you in
payment on this contract which is dishonored or returned unpaid.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate and, such amount will be secured by
the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage including Vendor's Single
Interest Insurance if the law permits you to charge me for that insurance.
The insurance I obtain, which must be satisfactory to you and which must be
in an amount at least equal to the value of the Collateral, will contain a
long form loss payable clause endorsement naming you or anyone to whom you
assign this contract as loss payee. If I do not buy insurance, or if at any
time during the term of this contract the insurance is cancelled or cannot be
obtained for any reason, I understand that you may if you choose obtain
insurance protecting both or either of us, in an amount either equal to the
value of the Collateral or less at your option.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the
Collateral because I fail to or because my insurance is cancelled and not
renewed, you may, but will not be obligated to, pay the appropriate amount
for me and add the amount paid to the amount I owe under this contract,
in which event I agree to reimburse such amount to you, either in a lump sum
on your demand or in equal installments over the remaining term, concurrent
with remaining installments, as you choose, together with interest at the
Annual Percentage Rate disclosed on the face of this contract if permitted by
law or, if not, at the highest lawful rate, and such amount will be secured
by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person consents to
all extensions, changes, settlements, adjustments, compromises, postponements
of the time of any payments, and renewals of this contract. Each such person
consents to any exchange, substitution or release of the Collateral or of any
person or persons responsible to pay or perform the obligations under this
contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies, otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the Commonwealth of
Massachusetts.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law.

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct, (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous; or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

                          LAW(TM) 553 MARYLAND 5/96

LAW(TM) FORM NO. 553-MD (REV 5/96) CALL (800)344-0996 -C- 1996 THE REYNOLDS AND
REYNOLDS COMPANY         5/97

                            LINE UP COMPUTER PRINTER SQUARELY WITH BRACKET BELOW

                      THIS IS A CONSUMER CREDIT SALE DOCUMENT

<Table>
<S><C>

SIMPLE INTEREST MOTOR VEHICLE CONTRACT AND SECURITY AGREEMENT
--------------------------------------------------------------------------
BUYER'S NAME                                              DATE OF CONTRACT   STOCK NO.________________
                                                                             Source __________________
--------------------------------------------------------------------------   Salesperson _____________
BUYER'S RESIDENCE OR PLACE OF BUSINESS         ZIP CODE   AGREEMENT No.      Date ____________________
                                                                             Bus. Phone ______________
--------------------------------------------------------------------------   Res. Phone ______________
CO-BUYER'S NAME AND ADDRESS

--------------------------------------------------------------------------
In this contract the words "we," "us" and "our" refer to the creditor (seller) named below or, upon any
assignment, its assignee. The words "you" and "your" refer to the buyer and co-buyer if any named herein
and to the heirs, executors, administrators and assigns of such buyer and co-buyer. We sell you the motor
vehicle described below (the "vehicle") on credit. The credit price is shown below as the "Total Sale Price."
The "Cash Price" is also shown below. By signing this contract you choose to buy the vehicle on credit and
agree to pay the Amount Financed, along with a Finance Charge at the Annual Percentage Rate shown below on
the unpaid principal balance of the Amount Financed, according to the schedules, terms and agreements shown
on the front and back of this contract. If this contract is signed by a buyer and co-buyer, each is
individually and together responsible for all agreements in the contract. You have received from the
Seller a buyer's order, purchase order, bill of sale or similar document, and you agree that the terms
of such document are incorporated into this contract by this reference.
SEE OTHER SIDE FOR ADDITIONAL TERMS AND AGREEMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
NEW/USED    YEAR     MAKE     CYL    DIESEL   GAS   OTHER  BODY STYLE   MODEL    ODOMETER READING     VEHICLE IDENTIFICATION NUMBER

         --------------------------------------------------------------------------------------------------------------------------
         COLOR           TRIM           TIRES        TRANS       KEY NO            LIC. NO           R.O.S. NO

-----------------------------------------------------------------------------------------------------------------------------------
                              DISCLOSURES PURSUANT TO THE TRUTH-IN-LENDING ACT
-----------------------------------------------------------------------------------------------------------------------------------
         ANNUAL             FINANCE CHARGE          AMOUNT FINANCED           TOTAL OF PAYMENTS             TOTAL SALE PRICE
   PERCENTAGE RATE        The dollar amount the  The amount of credit      The amount you will have      The total cost of your
The cost of your credit   credit will cost you.  provided to you or on     paid after you have made all  purchase on credit,
as a yearly rate.                                your behalf.              payments as scheduled.        including your down
                                                                                                         payment of $___________.

                      %   $                 (e)  $                         $                       (e)   $                     (e)
-----------------------------------------------------------------------------------------------------------------------------------
YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------------------------------------------------------------
          Number of Payments:                      Amount of Payments:               When Payments Are Due:
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
        Payments of                                                           Monthly, beginning
-----------------------------------------------------------------------------------------------------------------------------------
One Final Payment of
-----------------------------------------------------------------------------------------------------------------------------------
SECURITY: You are giving a security interest in the goods or property being purchased.                        (e) MEANS AN ESTIMATE
LATE CHARGES: If any payment is more than 7 days late you will be charged 5% of the late amount.
PREPAYMENT: You may pay your contract in full at any time without penalty.
See the remainder of this document for any additional information about nonpayment, default and any required prepayment in full
before the scheduled date.
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

IF YOU ARE BUYING A USED VEHICLE WITH THIS CONTRACT, AS INDICATED IN THE
DESCRIPTION OF THE VEHICLE ABOVE, FEDERAL REGULATIONS MAY REQUIRE A SPECIAL
BUYERS GUIDE TO BE DISPLAYED ON THE WINDOW.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.
--------------------------------------------------------------------------------
                               STATEMENT OF INSURANCE
NOTICE: NO PERSON IS REQUIRED AS A CONDITION OF FINANCING THE PURCHASE OF A
MOTOR VEHICLE TO PURCHASE, OR NEGOTIATE, ANY INSURANCE THROUGH A PARTICULAR
INSURANCE COMPANY, AGENT OR BROKER. You have requested Seller to include in
the balance due under this contract the following insurance. Insurance is to
expire WITH / / BEFORE / / AFTER / / the due date of the final installment.
Buyer requests Seller to procure insurance on the vehicle against fire,
theft, and collision for the term of this contract. Any insurance will not be
in force until accepted by the insurance carrier.
                                                            Premium
$____________ DED., COMP., FIRE & THEFT ________ Mos. $__________________
$_______________ DEDUCTIBLE COLLISION   ________ Mos. $__________________
BODILY INJURY $________________ LIMITS  ________ Mos. $__________________
PROPERTY DAMAGE $______________ LIMITS  ________ Mos. $__________________
MEDICAL ______________________________  ________ Mos. $__________________
______________________________________  ________ Mos. $__________________
                    TOTAL VEHICLE INSURANCE PREMIUMS  $________________(a)
Name of Insurer__________________________________________________________
The foregoing declarations are hereby acknowledged.

                     X                       X
___________________________________________________________________________
DATE                   SELLER                   BUYER
-------------------------------------------------------------------------
                    CREDIT INSURANCE AUTHORIZATION
YOU VOLUNTARILY REQUEST THE CREDIT INSURANCE CHECKED BELOW, IF ANY, AND
UNDERSTAND THAT SUCH INSURANCE IS NOT REQUIRED. You acknowledge disclosure
of the cost of such insurance and authorize it to be included in the
balance payable under this contract. Any returned or refunded credit
insurance premiums shall be applied to sums due under this contract.
Only the persons whose names are signed below are insured.

CREDIT LIFE ________________________ Mos. Premium $_______________________
JOINT LIFE _________________________ Mos. Premium $_______________________
CREDIT DISABILITY___________________ Mos. Premium $_______________________
JOINT CREDIT DISABILITY_____________ Mos. Premium $_______________________
                 TOTAL CREDIT INSURANCE PREMIUMS  $_______________________(b)
Name of Insurer___________________________________________________________
/ / You want Credit Life Insurance / / You do not want Credit Life Insurance
/ / You want Credit Disability Insurance
/ / You want Joint Credit Life Insurance
/ / You want Joint Credit Disability Insurance
/ / You do not want Credit Disability Insurance
If the boxes above are checked to indicate that you desire Credit Life or
Credit Disability Insurance, or both, your signature below and on an
application for insurance that you have completed in connection with this
contract means that you agree that you elect the insurance shown above
subject to the eligibility requirements, conditions and exclusions set forth
in your insurance policy(ies) or certificate(s). If the boxes above are
checked to indicate that you do not want Credit Life or Credit Disability
Insurance, or both, your signature below acknowledges that fact.

                       X
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DATE                     BUYER
                       X
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DATE                     CO-BUYER

You request an optional Debt Cancellation Agreement to be provided by someone
other than the Seller. The purchase of a Debt Cancellation Agreement is not
required to obtain credit. The cost of the Debt Cancellation Agreement (also
shown in item 5A of the Itemization of Amount Financed) is..... $____________(c)

          X                                       X
--------------------------------------  ----------------------------------------
DATE     BUYER                          DATE      CO-BUYER

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    ITEMIZATION OF AMOUNT FINANCED
    A. Cash Price Motor Vehicle and Accessories.. $_________________(A)
       1. Cash Price Vehicle..... $______________
       2. Cash Price Accessories. $______________
    B. Sales Tax................................. $_________________(B)
1.  C. Luxury Tax................................ $_________________(C)
    D. Service Contract (optional)**............. $_________________(D)
       *See Service Contract Box below
    E. Debt Cancellation Agreement (optional).... $_________________(E)
    F. Tire Tax.................................. $_________________(F)
    G. Other..................................... $_________________(G)
       To whom paid_______________________________________
    H. Other..................................... $_________________(H)
       To whom paid_______________________________________

    TOTAL CASH PRICE (1A to H)........................... $_________________(1)
    A. Trade-In (Description)
           Yr ________  Make __________
           Model ______________________________    $_________________(A)
           V.I.N. _______________________________________________
           Odometer ___________________
2.  B. Less Pay Off..............................  $_________________(B)
    C. NET TRADE-IN (A minus B)..................  $_________________(C)
    D. Cash Downpayment..........................  $_________________(D)
    E. Manufacturer's Rebate.....................  $_________________(E)
    TOTAL DOWNPAYMENT (2C+D+E)..........................  $_________________(2)
3.  NET CASH PRICE (1 minus 2)........................... $_________________(3)
    AMOUNTS PAID TO PUBLIC OFFICIALS
    A. License................................... $_________________(A)
    B. Registration.............................. $_________________(B)
    C. Title..................................... $_________________(C)
4.  D. Transfer.................................. $_________________(D)
    E. Temporary Tag............................. $_________________(E)
    F. Lien...................................... $_________________(F)
    G. Inspection................................ $_________________(G)
    H. Other..................................... $_________________(H)
    TOTAL OFFICIAL FEES (4A to H)........................ $_________________(4)
    OTHER AMOUNTS FINANCED**
    A. Total premiums paid to insurance companies
5.     per Statement of Insurance (a+b+c)........ $_________________(A)
    B. Other..................................... $_________________(B)
       To whom paid_______________________________________
    C. Other..................................... $_________________(C)
       To whom paid_______________________________________
    TOTAL OTHER AMOUNTS FINANCED (5A to C)............... $_________________(5)
6.  AMOUNT FINANCED (3+4+5).............................. $_________________(6)
7.  FEES NOT FINANCED.................................... $_________________(7)
       To whom paid_______________________________________
    **We may retain or receive a portion of these amounts.
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VEHICLE USE: The primary use of the vehicle will be
             / / Personal, Family or Household  / / Commercial  / / Agricultural
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*SERVICE CONTRACT (Optional) You request a service contract written with the
following company for the term below. The cost is shown in item (1D) above.

Company___________________________________________ Term ________________ Months
Buyer X____________________________________Co-Buyer X__________________________
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OPTION: / / You pay no Finance Charge if the Amount Financed, item 6, is paid
in full on or before ________________________ 19 ______. SELLERS INITIALS ______
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                         THERE IS NO COOLING OFF PERIOD
STATE LAW DOES NOT PROVIDE FOR A "COOLING OFF" OR OTHER CANCELLATION
PERIOD FOR THIS SALE. THEREFORE, YOU CANNOT LATER CANCEL THIS CONTRACT SIMPLY
BECAUSE YOU CHANGE YOUR MIND, DECIDE THE VEHICLE COSTS TOO MUCH, OR WISH YOU
HAD ACQUIRED A DIFFERENT VEHICLE. AFTER YOU SIGN BELOW, YOU MAY ONLY CANCEL
THIS CONTRACT WITH THE AGREEMENT OF THE SELLER OR FOR LEGAL CAUSE, SUCH AS
FRAUD.
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BUYER AND CO-BUYER ACKNOWLEDGE THAT (1) BEFORE SIGNING THIS CONTRACT BUYER
AND CO-BUYER HAVE READ BOTH SIDES OF THIS CONTRACT AND RECEIVED A LEGIBLE,
COMPLETELY FILLED-IN COPY OF THIS CONTRACT; AND (2) BUYER AND CO-BUYER HAVE
RECEIVED A COPY OF EVERY OTHER DOCUMENT THAT BUYER AND CO-BUYER SIGNED DURING
THE CONTRACT NEGOTIATION.

BUYER'S SIGNATURE X__________________________ Seller _________________________
CO-BUYER'S SIGNATURE X_______________________ Seller's Address _______________
                                              By X______________Title_________

LAW(TM) FORM NO. 553-MD (Rev 5/96) US PATENT NO 342,967 CALL (800)344-0996
      -C- 1996 THE REYNOLDS AND REYNOLDS COMPANY
     The Printer makes no warranty, express or implied, as to content or fitness
     for purpose of this form. Consult your own legal counsel

   TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING. 2. BUYER AND SELLER
              SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                     ADDITIONAL TERMS AND AGREEMENTS

A. PROMISE TO PAY: You promise to pay the downpayment and Amount Financed,
plus the Finance Charges on the Amount Financed as shown in the Payment
Schedule, even if the vehicle is damaged, destroyed or missing.
B. SIMPLE INTEREST CONTRACT: This is a simple interest contract. The Finance
Charge, Total of Payments and Payment Schedule shown may differ from the
amount you will ultimately have to pay if your payments are not received on
their exact due dates or the Seller adds amounts to the amount you owe for
any of the reasons stated below. For example, early payments would reduce
your final payment, while late payments and additions to the amount you owe
would increase it. Your final payment may be different from the amount shown
(or at our option, we may require you to make additional payments until all
amounts you owe are paid in full) if the Seller figured the Payment Schedule
assuming equal monthly payment periods and other factors permitted under the
Truth in Lending Act. Your promise to pay requires you to pay the final
payment on the date due even if it is different from the amount shown for any
of these reasons.
C. SECURITY INTEREST: You hereby grant us a security interest under the
Uniform Commercial Code in the vehicle and all parts and accessories on the
vehicle or added to the vehicle within 10 days of the date hereof, and in all
insurance premiums financed for you or rebates from insurance premiums,
service contracts, and in the proceeds thereof and of any insurance policies
covering the vehicle or credit life or disability insurance policies financed
hereunder, which security interest secures all sums which may become due
under this contract, as well as may modifications, extensions, renewals,
amendments, or re-financing of it.
D. USE OF VEHICLE: You agree to keep the vehicle free of all taxes and liens,
except in favor of Seller and not to use the vehicle--or permit the vehicle
to be used--illegally, improperly, or for hire, or to expose the vehicle to
misuse, seizure, or confiscation, or other involuntary transfer, even if the
vehicle was not the subject of judicial or administrative action. You agree
not to make any material change in the vehicle or allow any material change
in it to be made, or to remove the vehicle, or allow it to be removed from
this State for a period in excess of 30 days or transfer any interest in the
vehicle. You agree to keep the vehicle in good working condition and make all
necessary repairs. You agree not to remove the vehicle, nor to permit its
removal, from this country. Although we are not obligated to do so, if we
elect to pay any liens, fees or taxes in connection with the vehicle, or to
expend any other amount to protect our interests in the vehicle, you will
reimburse us, at our option, (1) upon our demand upon you to do so or (ii) we
may add the dollar amount of any such liens, fees, taxes or other charges we
pay to the balance of this contract, accruing Finance Charge, from the time
we pay such amounts until the time you pay them to us, at the Annual
Percentage Rate shown on the face of this contract, with such dollar amount
and Finance Charge due at maturity of this contract or, at our option, in
monthly installments due on the remaining payment dates shown on the face of
this contract.
E. INSURANCE: You agree to keep the vehicle insured in our favor with a
policy satisfactory to us and with an insurer authorized to do business in
the jurisdiction in which the vehicle is registered, with comprehensive
fire, theft and collision coverage, insuring the vehicle in an amount
sufficient to cover the value of the vehicle. You agree to deliver the
policies to us, and you agree that we may (i) contact your insurance agent to
verify coverage or to add us as a loss payee or lienholder, (ii) make any
claim under your insurance policy, (iii) cancel any insurance financed under
this contract on your default, and (iv) receive any payment of loss or
returned premium, and apply the amounts received, at our option, to repair or
replace the vehicle or to your indebtedness under this contract, including
indebtedness not yet due. If you fail to maintain such insurance, we may, at
our option, procure insurance to protect our interest in the vehicle, and you
agree to pay for any insurance we procure and Finance Charges on the premiums
at the Annual Percentage Rate shown on the reverse, according to the notice
we send you. You agree that any insurance we purchase may be for the
protection of only our interest in the vehicle, and may be for the remaining
term of the contract or any shorter period as we determine. You understand
that the insurance premiums may be higher if we must purchase insurance than
if you had purchased the insurance yourself. If insurance has been purchased
in connection with this contract, any difference between the amounts shown in
the Statement of Insurance for premiums which may arise from errors in
computation, classification, grouping or zoning, or changes in the type of
insurance shall be payable by you on demand. Whether or not the vehicle is
insured, you must pay for it if it is lost, damaged or destroyed.
F. PREPAYMENT OF AMOUNT OWED: You may prepay all amounts due under this
contract at any time.
G. DEFAULT: If you breach any warranty or default in the performance of any
promise you make in this contract or any other contract you have with us,
including, but not limited to, failing to make any payment when due, or
become insolvent, or file any proceeding under the U.S. Bankruptcy Code, or
upon your demise, or if the vehicle is damaged, destroyed, or impounded, we
may at our option and without notice or demand (1) declare all unpaid sums
immediately due and payable subject to any right of reinstatement as required
by law (2) file suit against you for all unpaid sums (3) take immediate
possession of the vehicle with or without judicial proceedings (4) exercise
any other legal or equitable remedy. Upon repossessing the vehicle and giving
notice as provided by law, if you do not redeem the vehicle, we will sell it,
together with any accessories, equipment or replacement parts installed
therein, at public or private sale. We may purchase the vehicle at any public
sale. The proceeds of the sale will be applied first to the expenses of
retaking, reconditioning, storing and selling the vehicle, and the remainder
will be applied to unpaid sums owing under this contract, including
collection costs and attorney fees. If there is any money left over (surplus)
it will be paid to you or to another person if required by applicable law. If
a balance still remains owing, you promise to pay the same upon demand. If
you default or breach this contract you agree to pay Finance Charges at the
Annual Percentage Rate shown on the reverse side or if higher the highest
interest rate permitted by law, until all sums owing us are paid in full or
judgment is entered. Our remedies are cumulative and taking of any action
shall not be a waiver or prohibit us from pursuing any other remedy. You
agree that upon your default we shall be entitled to recover from you our
reasonable collection costs, including, but not limited to, an attorney's
fee. In addition, if we repossess the vehicle, you grant to us and our agents
permission to enter upon any premises where the vehicle is located. Any
repossession will be performed peacefully. You agree we are entitled to
recover from you our reasonable costs and expenses arising out of that
repossession, including, but not limited to any sums we pay third party
agents. With respect to any sums we are entitled to recover pursuant in the
previous four sentences, you will reimburse us, at our option, (i) upon our
demand upon you to do so or (ii) we may add the dollar amount of any such
sums, costs and expenses to the balance of this contract, accruing Finance
Charge, from the time we pay such amounts until the time you pay them to us,
at the Annual Percentage Rate shown on the face of this contract.
H. WARRANTIES OF BUYER: You promise that you have given true and correct
information in your application for credit, you have no knowledge that will
render that information untrue in the future, and you understand that we have
relied upon the correctness of that information in entering into this
contract; that upon request you will provide us with documents and other
information necessary to verify any item of information contained in your
credit application; that you have given us a true payoff amount on any
vehicle traded in and that if it is not correct and is greater than the
amount shown in this contract, you will pay the excess to us upon demand, and
that any trade-in vehicle described on the reverse of this contract is free
from all claims of others, except as previously disclosed to us.
I. POWER OF ATTORNEY: You hereby appoint us, as well as any of our
appropriate officers or other employees, as your attorney-in-fact, with full
power of substitution, to sign in your name, place and stead any and all
Certificates of Ownership, Registration Cards, applications, affidavits
and/or any other documents required or necessary to transfer or convey any
and all right, title and interest in and to the vehicle, to any person or
persons, and to do and perform any and all other acts necessary or incident
to the execution of the powers you hereby grant us, including without
limitation endorsing insurance proceeds checks on your behalf, as fully and
to all intents and purposes as you might or could do if personally present.
This grant of a power of attorney, being coupled with an interest, is
irrevocable until all your obligations under this contract are fully
satisfied or until judgment is entered.
J. OTHER AGREEMENTS OF BUYER. (1) in the event the estimated Motor Vehicle
Administration fees are greater than the amount shown, you will pay the
excess to us upon demand If they are less, we will refund the excess to you.
(2) You agree that if we accept moneys in sums less than those due or make
extensions of due dates of payments under this contract doing so will not be
a waiver of any later right to enforce the contract terms as written. (3) To
the extent permitted by law, we may charge you a $15 fee for the return by a
depositary institution of a check that is dishonored on the second
presentment. (4) If the vehicle is repossessed we may store personal property
found in the vehicle for your account and at your expense, as permitted by
law, and if you do not claim the property within 10 days after repossession,
we may dispose of the personal property in any manner we deem appropriate
without liability to you. (5) If your payment is more than 7 days late you
may be charged 5% of the late amount. (6) You will allow us to inspect the
vehicle at any reasonable time and notify us of any change of your address
immediately. (7) You acknowledge that we may assign this contract and you
agree that the assignee will have all our rights and remedies under this
contract and you agree to pay all that is still owed under this contract at
the times due, and in the amounts due, to the assignee (8) Upon payment of
this contract in full we may endorse the Certificate of Title or a release of
our security interest, as appropriate, and send it to any of you. (9) Any
provision of this contract which may be held invalid shall not mean that this
contract is unenforceable and the remaining provisions shall continue to be
binding. (10) No transfer, renewal, extension, or assignment of any abstract
in this contract will release you from your obligations under this contract.
(11) This contract is to be governed by Maryland law and specifically by
Subtitle 10 of Title 12 of the Supplemental Law Article of the Maryland Code
and, if the article is repossessed hereunder, the laws of the jurisdiction in
which the repossession occurs may govern such repossession. (12) All of the
agreements between us and you are set forth in this contract and no
modification of this contract shall be valid unless it is made in writing and
signed by you and us. (13) We may obtain a consumer credit report from one or
more consumer credit reporting agencies (credit bureaus) in connection with
your application and any update, renewal, refinancing, modification or
extension of this contract and any affiliate of ours may obtain one of more
consumer reports on you. You agree that we may also verify your employment,
pay, assets and debts and that anyone receiving a copy of this contract is
authorized to provide us with such information. You agree that we, an
assignee, any of our affiliates and others may exchange credit, account and
financial information (including information in any credit reports) about
you. You agree that this includes, but is not limited to, the sharing of
information for the purposes of providing customer service, considering your
eligibility for any product or service offered by us or others, and enforcing
your obligations to us or an affiliate.
K. DELAY IN ENFORCEMENT: We can delay or waive enforcement of any of our
rights, under this contract without losing them.
L. DESCRIPTION OF THE VEHICLE: You agree that you have verified the
description of the vehicle to your satisfaction.
M. NOTICES: Any notice sent to you will be sufficient if mailed to your last
known address, which is presumed to be your address as set forth in this
contract unless you have given us written notice of a change of your address.
N. NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL
CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS
OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.
THE NOTICE ABOVE DOES NOT APPLY IF THE BOX FOR COMMERCIAL OR AGRICULTURAL USE
IS CHECKED ON THE REVERSE OF THIS CONTRACT.

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                          ASSIGNMENT WITH RECOURSE
For value received the Seller ("Seller") named on the other side of this
Simple Interest Motor Vehicle Contract and Security Agreement ("Contract")
does hereby sell assign and transfer to: ______________________________________
and its successors and assigns ("Assignee") all of Seller's right title and
interest to the Contract, the property described in the Contract
("Property"), and all moneys due and to become due under the Contract. Seller
(jointly or severally if more than one) hereby further agrees as follows:
Seller guarantees full performance of the Contract in all its terms and the
prompt payment when due of any and all sums due under the Contract, together
with collection expenses, costs and attorney's fees, and agrees to pay any
attorney's fees and costs incurred in enforcing this Assignment With
Recourse. Seller has not assisted the buyer named in the Contract ("Buyer")
in obtaining a loan from any third party to be used as all or a part of any
downpayment or any other payment on the Contract, except as expressly stated
in the Contract. Seller represents and warrants that all requirements of
federal and state laws applicable to the Contract, including, without
limitation, the Federal Truth in Lending Act, the Federal Equal Credit
Opportunity Act, state and federal laws regulating consumer credit and
discrimination in the granting of consumer credit, and regulations
promulgated under such laws, have been complied with. Without limiting the
scope of the preceding sentence, Seller has given to Buyer all disclosures
required to be made by Subtitle 3 of Title 15 of the Maryland Transportation
Article. Seller agrees to indemnify Assignee against and hold Assignee
harmless from all claims, actions, suits, proceedings, costs, expenses, loss,
damages and liabilities, including attorney's fees, arising out of, related
to, connected with or resulting from any contention, whether well founded,
baseless or otherwise, that there has been a violation of, or failure to
comply with, any such laws in connection with the Contract. Seller agrees
that in the event the Buyer breaches the Contract whether or not the Property
has been repossessed, or an attempt has been made to do so, suit may be
brought by Assignee against Seller, whether or not suit has been commenced
against Buyer, and without waiving any rights as to time of repossession.
Seller agrees that in the event of default by Buyer or repossession of the
Property, Seller will pay to Assignee upon demand the entire balance
outstanding under the Contract. Seller waives all rights, defenses, demands
and notices under this Assignment With Recourse and all other rights that can
be waived in an assignment such as this. Seller agrees to indemnify Assignee
from all claims, demands, loss and liability, including attorney's fees, in
any way arising from the Property or the making or assignment of the
Contract. Seller waives any and all notice of nonpayment, demand, presentment
or protest which may be required under this Assignment With Recourse or in
connection herewith, and agrees that any extensions or impairments of
remedies which may be granted by Assignee to Buyer shall not in any manner
release Seller. In the event that suit is instituted to enforce any of the
terms of this Assignment With Recource, Seller waives the right to change the
place of trial from a court originally acquiring jurisdiction. Seller
warrants that application has been made for vehicle registration showing
Assignee as first lienholder on the title to the Property.

Dated ________________________ at _____________________________________________
                                          (Dealer's City and State)
Signed _________________________ (Seal)    By _________________________________
           (Name of Dealer)                   (Officer, Firm Member or Owner)


                          ASSIGNMENT WITHOUT RECOURSE
For value received, the Seller ("Seller") named on the other side of this
Simple Interest Motor Vehicle Contract and Security Agreement ("Contract")
does hereby sell, assign and transfer WITHOUT RECOURSE to:
_____________________ ________________________ and its successors and assigns
("Assignee") all of Seller's right title and interest to the Contract, the
property described in the Contract ("Property"), and all moneys due and to
become due under the Contract Seller (jointly and severally if more than one)
hereby further agrees as follows: Seller has not assisted the buyer named in
the Contract ("Buyer") in obtaining a loan from any third party to be used as
all or a part of any downpayment or any other payment on the Contract, except
as expressly stated in the Contract. Seller represents and warrants that the
Contract represents a bona fide sale and was actually executed in good faith
by the Buyer and the Seller; that at the time of such execution the Buyer was
of legal age and competant to execute the Contract, that the Property is
truly and accurately described in the Contract, and has been delivered into
the possession of Buyer, that the amount recited as having been received as
a downpayment was actually paid in cash and not its equivalent, that
merchandise taken in trade was received at not more than the reasonable
market value thereof at the time of its receipt, that the terms of sale and
statements set forth in the Contract are true and correctly set forth; that
Seller has the full and complete title to the Property, subject only to the
rights of the Buyer, that there are no recoupments, counterclaims, or setoffs
on the part of Buyer against the amounts payable; that there have been no
representations or warranties made to Buyer not contained in the Contract,
that all information given concerning Buyer is true and correct, that, to
Seller's knowledge, there is no material misstatement in Buyer's credit
application submitted to Assignee, and that Seller has no information or
reason to suspect that any provision of the Contract will be violated and the
Buyer is not a good moral and financial risk. The Contract, and the
transaction it evidences, and all disclosures to Buyer and other matters in
connection with the Contract are in all respects made as required by and in
accordance with, all applicable federal and state laws and regulations
governing the same. Without limiting the scope of the preceding sentence,
Seller has given to Buyer all disclosures required to be made by Subtitle 3
of Title 15 of the Maryland Transportation Article. Seller agrees not to
accept or take possession of payments on the Contract without Assignee's
prior written consent. Seller warrants and represents that all requirements
of the Federal Truth in Lending Act, the Federal Equal Credit Opportunity
Act, state and federal laws regulating consumer credit and discrimination in
the granting of consumer credit, and regulations promulgated under such laws,
have been complied with and the Seller hereby agrees to indemnify Assignee
and hold Assignee harmless from all claims, actions, suits, proceedings,
costs, expenses, loss, damages, and liabilities, including attorney's fees,
arising out of, connected with, relating to or resulting from any contention,
whether well founded, baseless or otherwise, that there has been a violation
or failure to comply with, any such laws in connection with the Contract.
Should any of Seller's representations or warranties be false, Seller agrees
to pay to Assignee or holder, upon demand, the full unpaid balance of the
Contract, whether or not possession of the Property has been taken by
Assignee or suit has been instituted against the Buyer, Seller, or both.
Seller agrees that the taking of possession of the Property shall not be
deemed an election of remedies, and Seller agrees to pay any deficiency
thereafter remaining. If Assignee is required to bring an action against
Seller as a result of the breach of any representation or warranty contained
in this assignment, Seller agrees to pay reasonable attorney's fees and court
costs incurred by Assignee in such action. Seller consents to extensions of
payment or alterations of the Contract of impairment of remedies which may be
granted by the Assignee, and waives any and all notice of nonpayment, demand,
presentment or protest, which otherwise might be required under this
assignment or in connection therewith. Seller hereby waives all statutes of
limitations and the defense thereof and all other rights that can be waived
in an assignment such as this. In the event that suit is instituted to
enforce any of the terms of this Assignment Without Recourse, Seller waives
the right to change the place of trial from the court originally acquiring
jurisdiction. Seller warrants that application has been made for vehicle
registration showing Assignee as first lienholder on the title to the
Property.

Dated _______________________ at _______________________________________________
                                          (Dealer's City and State)
Signed ________________________ (Seal)   By ____________________________________
           (Name of Dealer)                   (Officer, Firm Member or Owner)




FORM NO 553-MD (REV 5/96)


<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
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                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

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Customer(s) Name(s)                                               Seller's Name

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Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

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The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received (unless a date is filled in below for the date on which you start charging finance charge) in
satisfactory condition the vehicle described below, including attachments, equipment, accessories and related services (referred
to collectively in this contract as "vehicle"), under the terms and provisions on the face and back of this contract.

DESCRIPTION OF VEHICLE
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 New or Used   Year and Make   Series, Make or Trade Name               Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

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       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
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I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
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Will be kept at                                County                                   State
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ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
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 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
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 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged a late charge of $14.50.
 Prepayment     __ If I pay off early, I will not have to pay a penalty
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
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ITEMIZATION OF AMOUNT FINANCED

1  Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life                            Paid to the
      and Disability Insur ................. $__________    Insurance Company
   e. Service Contract ................. ... $__________ Paid to ______
   f. ______________________________________ $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g) .................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________

</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract, unless
another date is set forth below, and will continue to accrue on the unpaid
amount financed until this contract is paid in full, including any period
after the final scheduled payment date and before payment in full. I will make
payments in accordance with the payment schedule set forth above. If any
payment is late, I will have to pay a greater finance charge than is shown
because of the additional finance charge which accrues. If any payment is
received before its due date, the finance charge will be less. The net amount
of increases and decreases will be reflected in the last payment. This means
the last payment could be more or less than the amount of the regularly
scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly. Upon payment in full of this contract, assuming that the vehicle is
still located in the state shown above, I will have to pay $___________
(estimated) fee to public officials to release of record the security
interest taken by you as set forth on the reverse side of this contract.

-------------------------------------------------------------------------------

Date you start charging finance charge, if not the same as the date of this
contract: _________________, 19 _____ (if a date is filled in, it means that
I have not yet received vehicle, but expect to receive it by that date).
-------------------------------------------------------------------------------

                             SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.


                                 Service Contract Price: $ ____________________

Service Contract Administrator: _______________________________________________

Term: ______________________________________________ My initials ______________



-------------------------------------------------------------------------------



ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and
the vehicle delivered, will be submitted to Long Beach Acceptance Corp.
("Long Beach") and, if approved, it will be assigned to Long Beach. Long Beach
or any other holder may also assign this contract without Seller's consent.
This contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.





-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. CUSTOMER MAY CHOOSE THE AGENT AND INSURER REASONABLY
ACCEPTABLE TO SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE
PLACED.


-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d for
    the entire term of this contract, unless the term is set forth herein: _____
    months.

/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

CREDIT INSURANCE NOT REQUIRED BY SELLER.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

LIABILITY INSURANCE COVERAGES DO NOT INSURE AGAINST LIABILITY FOR BODILY
INJURY OR PROPERTY DAMAGE CAUSED TO OTHERS.
I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:



-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF A TRUE COPY OF THIS CONTRACT WHICH WAS COMPLETELY
FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.


-------------------------------------------------------------------------------
Customer

-------------------------------------------------------------------------------
Co-Customer

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner

-------------------------------------------------------------------------------
Non-Customer Co-Owner



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE


<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return of unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of default and after the expiration of the
time period provided in any notice require by law, you may cancel all
insurance and any service contract and credit any refund to the unpaid
balance if permitted by law. I waive all marital rights and exemptions
relating to any property in which I have granted you a security interest. I
authorize you to sign my name to any documents necessary to transfer title to
the vehicle or to carry out the provisions of the contract.

DEFAULT--If a payment is more than 10 days late, I will be charged a late
charge of $14.50. If you accept late payments or partial payments, that does
not mean you will accept other late or partial payments. If I do not make any
of my scheduled payments on its due date, or if I die, or if the credit
application I furnished to you is false or misleading in any material
respect, or if all or any part of the Collateral or any interest therein is
sold, transferred, encumbered, leased or rented (whether voluntarily, by
operation or otherwise) without your advance written consent, or if I do not
comply with any other requirement of this contract, or if bankruptcy or
insolvency proceedings are brought by or against me, or if I abandon the
Collateral, or if a court officer such as a trustee, receiver or sequestrator
is appointed to take possession of my property or the Collateral, the full
unpaid amount financed and accrued and unpaid finance charge and all amounts
I then owe you under this contract will become due if you desire, without your
advising me.

REMEDIES--If I have not met the requirements of this contract, you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to do so. You have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract were in the Collateral at the time of
repossession. If I fail to do this I will have abandoned the articles left in
the Collateral and you will not have any responsibility to me to care for
them. If you sell my Collateral, you have the right to sell to a dealer. If
you have to give me notice, 10 days is sufficient. The proceeds of the sale
(minus your reasonable expenses incurred in realizing on your security
interest and your reasonable outside attorney's fees) will be credited to any
unpaid balance. If any money is left over after you have applied it to my
obligation under this contract, it will be paid to the persons legally
entitled to it, but if any money is still owing and the [ILLEGIBLE] was more
than $2900, I agree to pay you the balance. I will be charged $20.00 for each
return by a bank or other depositary institution of a dishonored check,
negotiable order of withdrawal, or share draft issued by me.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purposes. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse you, either in a lump sum on your demand or
in equal installments over the remaining term, concurrent with remaining
installments, as you choose, together with interest at the Annual Percentage
Rate disclosed on the face of this contract if permitted by law or, if not,
at the highest lawful rate. If I file an insurance claim within 60
days after a casualty to the Collateral you may file a claim and settle it
with the insurance company on whatever terms you decide, and I irrevocably
appoint you as my agent for this purpose.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both of us.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit. If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in this contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, I
agree to reimburse you, either in a lump sum on your demand or in equal
installments over the remaining term, concurrent with remaining installments,
as you choose, together with interest at the Annual Percentage Rate disclosed
on the face of this contract if permitted by law or, if not, at the highest
lawful rate.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Indiana
including the provisions of the Indiana Uniform Consumer Credit Code and any
regulations thereunder.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the
same rights as are waived in the section above entitled "Obligations of
Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does
hereby sell, transfer and assign the Retail Installment Contract set forth on
both sides hereof (hereinafter called "Contract"), together with all right,
title and interest of Seller in the vehicle, to the Assignee named on the
face of this Contract, its successors and assigns, granting full power to
assign same in its own name or in the name of Seller and to take all such
legal or other proceedings as Seller might have taken but for this assignment
and, for the same consideration. Seller agrees that this assignment is
subject to the following terms and conditions, as well as the terms and
conditions contained in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct, (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become deliquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF
THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail Installment
Contract, hereby granting full power to the Subsequent Assignee in its own name
or in the name of the Seller to take all such legal or other proceedings as the
Seller or the undersigned might have taken but for this assignment. This
assignment is without recourse to the undersigned and without representation or
warranty by the undersigned except as provided in said Operating Agreement or
such other agreement or agreements as may be in effect between the undersigned
and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION AND DEBT CANCELLATION COVERAGE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as the "vehicle"), under the terms and provisions on
the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will pay you the maximum late charge permitted by law. Currently
                   that charge is $15.00.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

STATE DISCLOSURES AND ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Debt Cancellation Coverage
      for a term of _____ months             $__________    Paid to the*
                                                            Insurance
   b. Credit Life and / or Credit Disability                Company
      Insurance for a term of _____ months . $__________

   c. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   d. Taxes (Not Included in Cash Price) ... $__________    Paid to
   e. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________

   f. Service Contract ..................... $__________ Paid to ______*
   g. ______________________________________ $__________ Paid to ______
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
*  Seller may be retaining a portion of this amount.
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.

-------------------------------------------------------------------------------

                               SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                           Service Contract Price: $ ___________

Service Contract Administrator: ________________________________________________

Term: _______________________________________________________ My initials ______

________________________________________________________________________________


--------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be assigned to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach in
accordance with and subject to the terms of the Seller's Assignment on the
reverse side, without recourse except as otherwise indicated on the reverse side
and except as set forth in any underlying dealer agreement of Seller.


-------------------------------------------------------------------------------
(Seller)                                                      Date

By:
   ----------------------------------------------------------------------------
   Signature                                                  Title


PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

DEBT CANCELLATION COVERAGE ELECTION

DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER.

The person(s) signing this Debt Cancellation Coverage election (check
applicable box)

/ / Request(s) Debt Cancellation Coverage cancelling all or part of the
remaining balance due on this contract when the vehicle securing this
contract is a total loss as the result of theft, confiscation or physical
damage and the settlement payment, if any, made by my (our) primary
automobile insurance is not sufficient to pay that balance. If Debt
Cancellation Coverage is elected the cost of htis coverage is shown in Item
4a at left for the entire term of this contract, unless the term is set forth
herein:________ months.

/ / Do(es) not want any Debt Cancellation Coverage.

---------------------------------------------------------------------------
Customer's Signature to above statement                 Date


---------------------------------------------------------------------------
Co-Customer's Signature to above statement              Date

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box(es))
    Request(s)
    / / Credit Life Insurance, at a cost of $________.

    / / Credit Life Disability Insurance, at a cost of $_______.  If credit
        life insurance or credit life and disability insurance is elected
        the total cost of this insurance is shown in Item 4b at left for the
        entire term of this contract, unless the term is set forth herein:
        ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health of
Insured Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the Insurance Carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT INCLUDE LIABILITY INSURANCE COVERAGE FOR
BODILY INJURY OR PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.

-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS CONTRACT WHICH WAS FILLED IN PRIOR
TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.


-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.


-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date



 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

IN MV (6/97)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now or
later installed in or affixed to the vehicle and all proceeds thereof until I
have paid the balance in full and completely satisfied all other requirements
of this contract and any modifications to it. The vehicle together with such
property and proceeds is referred to as the Collateral in this contract. I
assign to you any insurance proceeds and proceeds of all debt cancellation
coverage relating to persons or property, including return or unearned
premiums, unearned debt cancellation charges, and the proceeds of any service
contract, for application to the unpaid balance. I direct any insurer to pay
you directly. In the event of default, you may cancel all insurance, all debt
cancellation coverage and any service contract financed as part of this
contract and credit any refund to the unpaid balance if permitted by law. I
waive all marital rights and exemptions relating to any property in which I
have granted you a security interest. I authorize you to sign my name to any
documents necessary to transfer title to the vehicle or to carry out the
provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
the maximum late charge permitted by law. Currently that charge is $15.00. The
amount of the charge is subject to change as allowed by IC 24-4 5-1-106. If you
accept late payments or partial payments that does not mean you will accept
other late or partial payments. If I do not make any of my scheduled payments
on its due date, or if I die, or if the credit application I furnished to you
is false or misleading in any material respect, or if all or any part of the
Collateral or any interest therein is sold, transferred, encumbered, leased or
rented (whether voluntarily, by operation of law or otherwise) without your
advance written consent, or if I do not comply with any other requirement of
this contract, or if bankruptcy or insolvency proceedings are brought by or
against me, or if I abandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my
property or the Collateral then the full unpaid amount financed and accrued and
unpaid finance charge and all other amounts I then owe you under this
contract will become due, if you desire, without your advising me.

REMEDIES--If I have not met the requirements of this contract, you may
peaceably and lawfully repossess the Collateral and you may peaceably and
lawfully enter my premises to effect the repossession. You have all the
rights of a secured party under the Uniform Commercial Code. I will send
written notice to you by certified mail, return receipt requested, within 1
week after the repossession if I claim that any articles not covered by this
contract were in the Collateral at the time of repossession. If you sell my
Collateral, you have a right to sell to a dealer. If you have to give me
notice, 10 days is sufficient. The proceeds of the sale (minus your
reasonable expenses incurred in realizing on your security interest and your
reasonable outside attorney's fees) will be credited to my unpaid balance. If
any money is left over after you have applied it to my obligation under this
contract, it will be paid to the persons legally entitled to it, but if any
money is still owing and the original cash price was more than $3000, I agree
to pay you the balance. I will be charged $20.00 for each return by a bank or
other depository institution of a dishonored check, negotiable order of
withdrawal, or share draft issued by me.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of the
Finance Charge which you have not yet earned. If I prepay in part, there will be
no changes in the due dates or amounts of any monthly payments unless you so
agree in writing.

OTHER TERMS AND CONDITIONS

         I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss, damage
or destruction, in good condition and repair and free from all liens. I will not
substantially modify it or permit anything to be done to it that would impair
its value, reasonable wear and tear excepted. I will not move it from my address
except for temporary periods in its normal and customary use. I will give you
prior written notice of any change in my residence or domicile. I will not sell
or give the Collateral away, or rent it out, or use it or permit it to be used
illegally. You are entitled to any proceeds from the sale of the Collateral, but
this right does not waive any rights you have in the Collateral and does not
permit me to sell or transfer the Collateral in violation of this contract. Any
notices you send me are sufficient if sent to my last address shown on your
records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it
is not in writing and signed by you and me. All of your rights are
cumulative. If anything in this contract is not valid or consistent with law
or regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract. I UNDERSTAND AND CONSENT THAT SOME
PAYMENTS TO THIRD PARTIES FINANCED AS PART OF THIS CONTRACT MAY INVOLVE MONEY
RETAINED BY YOU OR PAID BACK TO YOU AS COMMISSIONS OR OTHER REMUNERATION.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate and such amount will be secured by the
Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you and which must be in an amount at least
equal to the value of the Collateral, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both of us, in an amount either equal to the value of the Collateral or less
at your option. If I fail to file an insurance claim within 60 days after a
casualty to the Collateral you may file a claim and settle it with the
insurance company on whatever terms you decide, and I irrevocably appoint you
as my agent for this purpose.

FURTHER INSURANCE PROVISIONS--The credit insurance and/or the debt
cancellation charge, respectively, included in this contract may have to be
adjusted upon issuance of the policy or certificate. If the credit insurance
charge and/or the debt cancellation charge, respectively, included in this
contract exceeds the actual cost, I understand that I will receive an
appropriate credit. If the actual cost of the credit insurance and/or the
debt cancellation charge, respectively, obtained by or through you, whether
under this contract or as a result of my subsequent request, exceeds the
insurance charge or debt cancellation charge included in the contract, or if
you obtain insurance covering the Collateral because I fail to or because my
insurance is cancelled and not renewed, you may, but will not be obligated
to, pay the appropriate amount for me and add the amount paid to the amount I
owe under this contract, in which event I agree to reimburse such amount to
you, either in a lump sum on your demand or in equal installments over the
remaining term concurrent with remaining installments, as you choose,
together with interest at the Annual Percentage Rate disclosed on the face of
this contract if permitted by law or, if not, at the highest lawful rate, and
such amount will be secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customers Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person consents to
all extensions, changes, settlements, adjustments, compromises, postponements
of the time of any payments, and renewals of this contract. Each such person
consents to any exchange, substitution or release of the Collateral or of any
person or persons responsible to pay or perform the obligations under this
contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies or
rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING NOTICE
APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANNY CONTRARY PROVISIONS
IN THE CONTRACT OF SALE.

         Except as provided on such window form, if any, the vehicle is sold as
is and no warranties, express or implied, representations, promises or
statements as to the condition, fitness or merchantabilty of the vehicle have
been made by you unless covered by a separate statement delivered to me.
However, if you make a written warranty covering the vehicle or, within 90 days
from the date of this contract, you extend a service contract covering the
vehicle, this exclusion of warranties will not affect any implied warranties
during the term of the applicable written warranty or service contract. A
statement as to year model is for identification only. No changes may be made in
the requirements of this paragraph unless in writing and signed by you and me.
If any part of this paragraph is not permitted by law, that part will be
ineffective, but the remainder of the paragraph will remain in force.

         If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES
OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

         This contract shall be governed by the laws of the State of Indiana,
including the provisions of the Indiana Uniform Consumer Credit Code and any
regulations thereunder.

-------------------------------------------------------------------------------

                                    GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

         I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other obligations
of Customer if Customer defaults, without first requiring that you proceed
against Customer or that you perfect or ensure enforceability of the Customer's
obligations or security. I represent to you that this contract is genuine,
legally valid and enforceable and waive notice of its acceptance and any
defaults thereunder. My signature on this Guaranty means that I am fully
responsible for the performance of all of its terms, even if there are other
Guarantors. If I default under this Guaranty and you refer this Guaranty to an
attorney for collection, I will pay your attorney's fees, court costs and
disbursements to the extent permitted by law.

____________________________(Seal)                 ____________________________
                                                                      (Address)

____________________________(Seal)                 ____________________________
                                                                      (Address)

                         SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (herein called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller.

1. Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantors and
Non-Customer Co-Owner(s) named therein (hereinafter collectively called
"Customer") and is in all respects what it purports to be; (b) all statements
of fact contained in the Contract are true and were expressly set forth in
the Contract before the Customer signed it; (c) the statements made in the
credit application are correct; (d) the vehicle (hereinafter called "goods")
referred to in the Contract has been delivered by Seller to Customer, and
Seller, at the time of such delivery, had good title to said goods and the
right to transfer title thereto and said goods are free of all security
interests, liens or other encumbrances except the security interest and liens
created in the Contract; (e) Seller has or will forthwith cause a document of
title to be obtained on said goods, which document of title will show in
proper legal form a first priority security interest in Assignee's favor; (f)
the cash price set forth in the Contract represents sound value and the total
downpayment made by Customer is correctly stated in the Contract; (g) no part
of said downpayment was borrowed and, to the knowledge of Seller, there has
been no extension of credit (other than that recited in the Contract) nor is
there to be any extension of credit directly or indirectly to Customer in
connection with Customer's purchase of said goods from Seller, (h) said goods
are as represented by Seller to Customer; (i) Seller has no reason to believe
that Customer has ever violated any laws concerning liquor or narcotics; (j)
all of the parties to the Contract have the capacity to contract and Seller
has no knowledge of any fact which impairs the validity of the Contract; (k)
the goods are merchantable and fit for the purpose intended and no warranties
of any kind or character, express or implied, have been or will be breached
with respect to said goods; (l) Seller has properly complied with all
applicable laws and regulations, including but not limited to the provisions
of the Equal Credit Opportunity Act (including regulations thereunder) and
the Federal Truth in Lending Act (including regulations thereunder)
pertaining to the transaction evidenced by the Contract, and (m) the Contract
is valid, binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become deliquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
and (d) absolutely and unconditionally agree that Assignee may proceed
against Seller, directly and independently of Customer.

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. This assignment shall be binding on Seller, its successors
and assigns, shall inure to the benefit of Assignee and its successors and
assigns and Seller hereby waivess notice by Assignee of the acceptance hereof.
Seller absolutely and unconditionally agrees that the liabilty of Seller
hereunder shall not in any way be affected or impaired by the cessation of
Customer's liability for any reason (other than full payment of the Contract)
or by any extension, forbearance or change of the rate of finance charge in
connection with the Contract, or by acceptance, release or substitution of
any part of the goods, or by any impairment or suspension of any remedies or
rights by Assignee against Customer, except as modified by any underlying
dealer agreement of Seller.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN
ANY OF THE SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER
AGREEMENT OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT                    Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received (unless a date is filled in below for the date on which you start charging finance charge) in
satisfactory condition the vehicle described below, including attachments, equipment, accessories and related services (referred
to collectively in this contract as "vehicle"), under the terms and provisions on the face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make or Trade Name               Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged 5% of the scheduled payment or $15.00, whichever is
                   less.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

STATE DISCLOSURES AND ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life
      and Disability Insurance ............. $__________    Paid to the Insurance Company
   e. Service Contract ..................... $__________ Paid to ______
   f. ______________________________________ $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g) .................... $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the annual percentage rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract, unless
another date is set forth below, and will continue to accrue on the unpaid
amount financed until this contract is paid in full, including any period
after the final scheduled payment date and before payment in full. I will
make payments in accordance with the payment schedule set forth above. If any
payment is late, I will have to pay a greater finance charge than is shown
because of the additional finance charge which accrues. If any payment is
received before its due date, the finance charge will be less. The net amount
of increases and decreases will be reflected in the last payment. This means
the last payment could be more or less than the amount of the regularly
scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly. Upon payment in full of this contract, assuming that the vehicle is
still located in the state shown above, I will have to pay a $ ________________
(estimated) fee to public officials to release of record the security
interest taken by you as set forth on the reverse side of this contract.

-------------------------------------------------------------------------------

Date you start charging finance charge, if not the same as the date of this
contract: _______________, 19____ (if a date is filled in, it means that I
have not yet received the vehicle, but expect to receive it by that date).

-------------------------------------------------------------------------------

                                 SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                     Service Contract Price: $_________________

Service Contract Administrator: _______________________________________________

Term: ___________________________________________________My Initials___________

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
commodity delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent. This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.

-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature


PROPERTY INSURANCE COVERAGES
Physical damage insurance covering the vehicle is required for the term of
this contract. CUSTOMER MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE
TO SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION

CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the Insurance Carrier.
-------------------------------------------------------------------------------

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY OR PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

NOTICE TO THE BUYER: 1. DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.

-------------------------------------------------------------------------------
I ACKNOWLEDGE RECEIPT OF A TRUE COPY OF THIS CONTRACT WHICH WAS COMPLETELY
FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date


 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

DEL MV (6/95)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non Customer Co Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return or unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of default, you may cancel all insurance
and any service contract and credit any refund to the unpaid balance if
permitted by law I waive all marital rights and exemptions relating to any
property in which I have granted you a security interest. I authorize you to
sign my name to any documents necessary to transfer title to the vehicle or
to carry out the provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge equal to 5% of the scheduled amount of the payment or $15.00,
whichever is less. If you accept late payments or partial payments, that does
not mean you will accept other late or partial payments. If I do not make any
of my scheduled payments on its due date, or if I die, or if the credit
application I furnished to you is false or misleading in any material
respect, or if all or any part of the Collateral or any interest therein is
sold, transferred, encumbered, leased or rented (whether voluntarily, by
operation of law or otherwise) without your advance written consent or if I
do not comply with any other requirement of this contract, or if bankruptcy
or insolvency proceedings are brought by or against me, or if I abandon the
Collateral, or if a court officer such as a trustee, receiver or sequestrator
is appointed to take possession of my property or the Collateral, the full
unpaid amount financed and accrued and unpaid finance charge and all other
amounts I then owe you under this contract will become due, if you desire,
without your advising me.

REMEDIES--If I have not met the requirements of this contract you may
repossess the Collateral and you can peaceably and lawfully enter my premises
to do so You have all the rights of a secured party under the Uniform
Commercial Code. I will send written notice to you by certified mail, return
receipt requested, within 1 week after repossession if I claim that any
articles not covered by this contract were in the Collateral at the time of
repossession. If I fail to do this I will have abandoned the articles left in
the Collateral and you will not have any responsibility to care for
them. If you sell my Collateral, you have the right to sell to a dealer If
you have to give me notice, 10 days is sufficient. The proceeds of the sale
(minus your reasonable outside attorney's fees not to exceed 15% of the
amount due and payable, and court costs) will be credited to my unpaid
balance. If any money is left over after you have applied it to my obligation
under this contract, it will be paid to the persons legally entitled to it,
but if any money is still owing, I agree to pay you the balance. I will pay
your reasonable attorney's fees not to exceed 15% of the amount due and
payable, and court costs if you refer this contract to an attorney not your
salaried employee for collection.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned If I prepay in part there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you, unless
included in this contract No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse you, either in a lump sum on your demand
or in equal installments over the remaining term, concurrent with remaining
installments, as you choose, together with interest at the Annual Percentage
Rate disclosed on the face of this contract if permitted by law or, if not,
at the highest lawful rate If I fail to file an insurance claim within 60
days after a casualty to the Collateral you may file a claim and settle it
with the insurance company on whatever terms you decide, and I irrevocably
appoint you as my agent for this purpose

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage. The insurance I obtain,
which must be satisfactory to you, will contain a long form loss payable
clause endorsement naming you or anyone to whom you assign this contract as
loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any
reason, I understand that you may if you choose obtain insurance protecting
both or either of us.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract
may have to be adjusted upon issuance of the policy or certificate. If the
credit insurance charge included in this contract exceeds the actual cost, I
understand that I will receive an appropriate credit If the actual cost of
the credit insurance obtained by or through you, whether under this contract
or as a result of my subsequent request, exceeds the insurance charge
included in the contract, or if you obtain insurance covering the Collateral
because I fail to or because my insurance is cancelled and not renewed, I
agree to reimburse you, either in a lump sum on your demand or in equal
installments over the remaining term, concurrent with remaining installments
as you choose, together with interest at the Annual Percentage Rate disclosed
on the face of this contract if permitted by law or, if not, at the highest
lawful rate.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, THE VEHICLE IS SOLD AS
IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, PROMISES OR
STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE VEHICLE
HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED TO ME.
A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY BE
MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Delaware.

------------------------------------------------------------------------------

                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract;
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous; or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the date
of the Contract set forth); (b) absolutely and unconditionally consent that,
without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract,
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance hereof.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Installment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION AND DEBT CANCELLATION COVERAGE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALMENT          ----------------
                                      CONTRACT/CONSUMER PAPER     Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security:     __I am giving a security interest in the goods or property being purchased.
 Late Charge:  __If a payment is more than 10 days late, I will be charged $10.00 or 5% of the late amount of the payment,
                 whichever is less.
 Prepayment:   __If I pay off early, I will not have to pay a penalty.
 Filing Fees:  __$_______________________
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not included in Cash Price)     $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life and/or Credit Life
      and Disability Insurance ............. $__________    Paid to the *
   e. Vendor's Single Interest Insurance ... $__________    Insurance Company
   f. Service Contract ..................... $__________ Paid to ______*
   g. Debt Cancellation Coverage ........... $__________ Paid to ______*
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
* Seller may be retaining a portion of this amount.

</Table>
-------------------------------------------------------------------------------

PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.

-------------------------------------------------------------------------------

                                 SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                     Service Contract Price: $_________________

Service Contract Administrator: _______________________________________________

Term: ___________________________________________________My Initials___________

_______________________________________________________________________________

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ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.



-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature

-------------------------------------------------------------------------------

PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $_________, and is
reflected in Item 4e at left. VENDOR'S SINGLE INTEREST INSURANCE IS SOLELY
FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR THE
BENEFIT OF THE CUSTOMER OR CO-CUSTOMER.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box(es))
    Request(s)
    / / Credit Life Insurance, at a cost of $________.
    / / Credit Disability Insurance, at a cost of $_______. If credit insurance
    and/or credit disability insurance is elected the total cost of this
    insurance is shown in Item 4d at left for the entire term of this contract,
    unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Credit Disability Insurance, if checked above, is on the health of
Insured Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

DEBT CANCELLATION COVERAGE IS NOT REQUIRED BY SELLER.
The person(s) signing this Debt Cancellation Coverage election (check
applicable box)
/ / Request(s) Debt Cancellation Coverage cancelling all or part of the
remaining balance due on this contract when the vehicle securing this
contract is a total loss as the result of theft, confiscation or physical
damage and the settlement payment, if any, made by my (our) primary
automobile insurance is not sufficient to pay that balance. If Debt
Cancellation Coverage is elected the cost of the coverage is shown in Item
4g at left for the entire term of this contract, unless the term is set forth
herein:________ months.

/ / Do(es) not want any Debt Cancellation Coverage.


---------------------------------------------------------------------------
Customer's Signature to above statement                 Date


---------------------------------------------------------------------------
Co-Customer's Signature to above statement              Date

-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT PROVIDE COVERAGE FOR PERSONAL LIABILITY OR
PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address


-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------

I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.

-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALMENT CONTRACT WHICH
WAS FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

                          NOTICE TO THE BUYER

1. DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACE.
2. YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY OF THE CONTRACT WHEN YOU
SIGN IT.
3. UNDER THE LAW, YOU HAVE THE FOLLOWING RIGHTS, AMONG OTHERS: (a) TO PAY OFF
IN ADVANCE THE FULL AMOUNT DUE AND OBTAIN A PARTIAL REFUND OF ANY UNEARNED
FINANCE CHARGE; (b) TO REDEEM THE PROPERTY IF REPOSSESSED FOR A DEFAULT; (c)
TO REQUIRE, UNDER CERTAIN CONDITIONS, A RESALE OF THE PROPERTY IF REPOSSESSED.

-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date


 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

CT MV (7/97)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest
under the Uniform Commercial Code in the vehicle including any property now
or later installed in or affixed to the vehicle, and all proceeds thereof,
until I have paid the balance in full and completely satisfied all other
requirements of this contract and any modifications to it. The vehicle
together with such property and proceeds is referred to as the Collateral in
this contract. I assign to you any insurance proceeds relating to persons or
property, including return or unearned premiums, and the proceeds of any
service contract, for application to the unpaid balance. I direct any insurer
to pay you directly. In the event of default, you may cancel all insurance
and any service contract financed as part of this contract and credit any
refund to the unpaid balance if permitted by law. I waive all marital rights
and exemptions relating to any property in which I have granted you a
security interest. I authorize you to sign my name to any documents necessary
to transfer title to the vehicle or to carry out the provisions of this
contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you
a late charge of $10.00 or 5% of the late amount of the payment, whichever is
less. If you accept late payments or partial payments, that does not mean you
will accept other late or partial payments. If I do not make any of my
scheduled payments on its due date, or if I die, or if the credit application
I furnished to you is false or misleading in any material respect, or if all
or any part of the Collateral or any interest therein is sold, transferred,
encumbered, leased or rented (whether voluntarily, by operation of law or
otherwise) without your advance written consent, or if I do not comply with
any other requirement of this contract, or if bankruptcy or insolvency
proceedings are brought by or against me, or if I abandon the Collateral, or
if a court officer such as a trustee, receiver or sequestrator is appointed
to take possession of my property or the Collateral, the full unpaid amount
financed and accrued and unpaid finance charge and all other amounts I then
owe you under this contract will become due, if you desire, without your
advising me.

REMEDIES--If I have not met the requirements of this contract, you may
peaceably and lawfully repossess the Collateral and you may peaceably and
lawfully enter my premises to do so. Except to the extent provided in the
Connecticut Retail Instalment Sales Financing Act, including any right I may
have under such law to cure my default, you have all the rights of a secured
party under the Uniform Commercial Code. You will send a written notice to me
if you discover that any personal property not covered by this contract was
in the collateral at the time of repossession. If I do not claim the property
within 30 days after the written notice is mailed or delivered I will have
abandoned the property left in the collateral and you will not have any
responsibility to me to care for it. The greater of the proceeds of the sale
and the fair market value of the collateral (minus the expenses for retaking,
storing and reselling the Collateral) will be credited to the unpaid balance
on the contract. If any money is left over after you have applied it to my
obligation under this contract, it will be paid to the persons legally
entitled to it, but if any money is still owing, I agree to pay you the
difference between the balance I owe and the greater of the net proceeds of
the sale or the fair market value of the Collateral. If you sue me and obtain
a judgment against me, I agree to pay the attorney's fees you incur for an
attorney not your salaried employee of not more than 15% of the amount due
and payable under this contract or 15% of the judgment entered, whichever is
less, plus court costs.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

     I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss,
damage or destruction, in good condition and repair and free from all liens.
I will not substantially modify it or permit anything to be done to it that
would impair its value, reasonable wear and tear excepted. I will not move it
from my address except for temporary periods in its normal and customary use.
I will give you prior written notice of any change in my residence or
domicile. I will not sell or give the Collateral away, or rent it out, or use
it or permit it to be used illegally. You are entitled to any proceeds from
the sale of the Collateral, but this right does not waive any rights you have
in the Collateral and does not permit me to sell or transfer the Collateral
in violation of this contract. Any notices you send me are sufficient if sent
to my last address shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative.
If anything in this contract is not valid or consistent with law or
regulations, it can be considered modified or deleted so that it complies.
The captions in this contract are for convenience only and do not affect the
meanings of the terms in this contract. I UNDERSTAND AND CONSENT THAT SOME
PAYMENTS TO THIRD PARTIES FINANCED AS PART OF THIS CONTRACT MAY INVOLVE MONEY
RETAINED BY YOU OR PAID BACK TO YOU AS COMMISSIONS OR OTHER REMUNERATION.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are
due and payable. If I fail to pay the taxes, fees, assessments, obligations,
charges and costs when due, you may, but will not be obligated to, pay them
for me and add the amount paid to the amount I owe under this contract, in
which event I agree to reimburse such amount to you, either in a lump sum on
your demand or in equal installments over the remaining term, concurrent with
remaining installments, as you choose, together with interest at the Annual
Percentage Rate disclosed on the face of this contract if permitted by law
or, if not, at the highest lawful rate, and such amount will be secured by
the Collateral.

INSURANCE--I understand that I am responsible for any damage to the
Collateral, and I agree to buy insurance and maintain it for the term of this
contract covering the Collateral against all damage including Vendor's Single
Interest Insurance if the law permits you to charge me for that insurance.
The insurance I obtain, which must be satisfactory to you and which must be
in an amount at least equal to the value of the Collateral, will contain a
long form loss payable clause endorsement naming you or anyone to whom you
assign this contract as loss payee. If I do not buy insurance, or if at any
time during the term of this contract the insurance is cancelled or cannot be
obtained for any reason, I understand that you may if you choose obtain
insurance protecting both or either of us, in an amount either equal to the
value of the Collateral or less at your option. If I fail to file an
insurance claim within 60 days after a casualty to the Collateral you may
file a claim and settle it with the insurance company on whatever terms you
decide, and I irrevocably appoint you as my agent for this purpose.

FURTHER INSURANCE PROVISIONS--The credit insurance and/or the debt
cancellation charges, respectively, included in this contract may have to be
adjusted upon issuance of the policy or certificate. If the credit insurance
charge and/or debt cancellation charges, respectively, included in this
contract exceeds the actual cost, I understand that I will receive an
appropriate credit. If the actual cost of the credit insurance and/or debt
cancellation charges, respectively, obtained by or through you, whether under
this contract or as a result of my subsequent request, exceeds the insurance
charge or debt cancellation charge included in the contract, or if you obtain
insurance covering the Collateral because I fail to or because my insurance
is cancelled and not renewed, you may, but will not be obligated to, pay the
appropriate amount for me and add the amount paid to the amount I owe under
this contract, in which event I agree to reimburse such amount to you, either
in a lump sum on your demand or in equal installments over the remaining
term, concurrent with remaining installments, as you choose, together with
interest at the Annual Percentage Rate disclosed on the face of this contract
if permitted by law or, if not, at the highest lawful rate, and such amount
will be secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes,
settlements, adjustments, compromises, postponements of the time of any
payments, and renewals of this contract. Each such person consents to any
exchange, substitution or release of the Collateral or of any person or
persons responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies
or rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE
IS PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY
CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

     If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies; otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     This contract shall be governed by the laws of the State of Connecticut.

<Page>

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                                   GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

     I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other
obligations of Customer if Customer defaults, without first requiring that
you proceed against Customer or that you perfect or ensure enforceability of
the Customer's obligations or security. I represent to you that this contract
is genuine, legally valid and enforceable and waive notice of its acceptance
and any defaults thereunder. My signature on this Guaranty means that I am
fully responsible for the performance of all of its terms, even if there are
other Guarantors. If I default under this Guaranty and you refer this
Guaranty to an attorney for collection, I will pay your attorney's fees,
court costs and disbursements to the extent permitted by law. I waive the same
rights as are waived in the section above entitled "Obligations of Signers."

___________________________ (Seal)      ___________________________________
                                                                  (Address)

___________________________ (Seal)      ___________________________________
                                                                  (Address)

                      SELLER'S ASSIGNMENT OF CONTRACT

For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title
and interest of Seller in the vehicle, to the Assignee named on the face of
this Contract, its successors and assigns, granting full power to assign same
in its own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the
same consideration. Seller agrees that this assignment is subject to the
following terms and conditions, as well as the terms and conditions contained
in any underlying dealer agreement of Seller:

1.  Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be; (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract;
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show in proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods; (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the contract is valid,
binding and enforceable against all parties thereto.

2.  Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any
time by Assignee of information showing that any representation or warranty
made by Seller in paragraph 1 above has been breached or is false, misleading
or erroneous, or (b) the receipt by Assignee from Customer of notice of any
claim or defense, whether meritorious or not, of Customer in connection with
the Contract or the sale of said goods.

3.  If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract;
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power;
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer

4.   If the signature of Seller or its agent appears below the words
"Repurchase Agreement" at the end of this Agreement, Seller, in addition to
the obligation set forth in paragraph 2 above, absolutely and unconditionally
agrees that if Assignee repossesses the goods and tenders the goods to
Seller, Seller will, upon demand of Assignee, repurchase the Contract by
paying to Assignee at the office of Assignee an amount equal to the entire
unpaid balance and accrued finance charge then owing on the Contract plus any
and all costs and expenses incurred by Assignee in connection therewith,
except as modified by any underlying dealer agreement of Seller.

5.  All rights and remedies of Assignee hereunder are cumulative and
exclusive of any other rights or remedies which Assignee may otherwise have
against Seller. The assignment shall be binding on Seller, its successors and
assigns, shall inure to the benefit of Assignee and its successors and
assigns, and Seller hereby waives notice by Assignee of the acceptance
hereof. Seller absolutely and unconditionally agrees that the liability of
Seller hereunder shall not in any way be affected or impaired by the
cessation of Customer's liability for any reason (other than full payment of
the Contract) or by any extension, forbearance or change of the rate of
finance charge in connection with the Contract, or by acceptance, release or
substitution of any part of the goods, or by any impairment or suspension of
any remedies or rights by Assignee against Customer, except as modified by
any underlying dealer agreement of Seller.

THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT
OF SELLER.

    ASSIGNMENT (FULL RECOURSE)                 REPURCHASE AGREEMENT

Seller: _________________________      Seller: _________________________

By: _____________________________      By: _____________________________
          Authorized Agent                        Authorized Agent

                        ASSIGNMENT (PARTIAL RECOURSE)

Maximum Dollar Guaranty: ________      Number of Months: _______________

Seller: _________________________

By: _____________________________
          Authorized Agent


                            SUBSEQUENT ASSIGNMENT

     FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto __________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail
Instalment Contract, hereby granting full power to the Subsequent Assignee
in its own name or in the name of the Seller to take all such legal or other
proceedings as the Seller or the undersigned might have taken but for this
assignment. This assignment is without recourse to the undersigned and without
representation or warranty by the undersigned except as provided in said
Operating Agreement or such other agreement or agreements as may be in effect
between the undersigned and Subsequent Assignee.

                                            LONG BEACH ACCEPTANCE CORP.

Date ____________________________   By: ______________________________________
                                                                        (Date)

<Page>

<Table>
<S><C>
NOTE: CUSTOMER(S) MUST ALSO SIGN SEPARATE CREDIT INSURANCE ELECTION BELOW
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  Date:
                                      RETAIL INSTALLMENT          ----------------
                                      CONTRACT/CONSUMER PAPER     Month  Day  Year

-----------------------------------------------------------------------------------------------------------------------------------
Customer(s) Name(s)                                               Seller's Name

-----------------------------------------------------------------------------------------------------------------------------------
Address(es)                              Customer's Phone No.     Seller's Address                  Phone No.

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

The words "I," "me" and "my" refer to the Customer and Co-Customer signing this contract. The words "you" and "your" refer to the
Seller (or Holder if this contract is assigned).

I have today bought and received in satisfactory condition the vehicle described below, including attachments, equipment,
accessories and related services (referred to collectively in this contract as "vehicle"), under the terms and provisions on the
face and back of this contract.

DESCRIPTION OF VEHICLE
-----------------------------------------------------------------------------------------------------------------------------------
 New or Used   Year and Make   Series, Make & Model or Trade Name       Description       Identification No.      State
                               (Also No., if applicable)                                  (Serial or Motor No.)   Registration No.

-----------------------------------------------------------------------------------------------------------------------------------
       Radio        Cassette      Automatic            Power      Power      Sunroof      Air Conditioning        Key Numbers
                                  Transmission         --------   --------   --------
                                                       Steering   Brakes     Manual
                                                       --------   --------   --------
                                                       Seats      Windows    Power
-----------------------------------------------------------------------------------------------------------------------------------
I warrant that the vehicle is being purchased          Personal, Family or Household      Business, Commercial
primarily for the following use (check one):                                              or Agricultural
-----------------------------------------------------------------------------------------------------------------------------------
Will be kept at                                County                                   State
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL PERCENTAGE RATE   ________________%  =  The cost of my credit as a yearly rate.
FINANCE CHARGE........  $________________   =  The dollar amount the credit will cost me.
Amount Financed.......  $________________   =  The amount of credit provided to me or on my behalf.
Total of Payments.....  $________________   =  The amount I will have paid after I have made all payments as scheduled.
Total Sale Price......  $________________   =  The total cost of my purchase on credit, including my downpayment of $___________.
-----------------------------------------------------------------------------------------------------------------------------------
 My payment schedule will be        Number of Payments        Amount of Payments          When Payments Are Due
                                                                                          Monthly Beginning:
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 Security       __ I am giving a security interest in the goods or property being purchased.
 Late Charge    __ If a payment is more than 10 days late, I will be charged $10.00 or 5% of the scheduled payment, whichever is
                   less.
 Prepayment     __ If I pay off early, I will not have to pay a penalty.
 Filing Fees    __ $_______________________.
 See the contract document for any additional information about nonpayment, default, any required payment in full before the
 scheduled date, and prepayment refunds and penalties.                                                           "e" means estimate
-----------------------------------------------------------------------------------------------------------------------------------

ITEMIZATION OF AMOUNT FINANCED

1. Cash Price ............................................. $__________
   Cash Downpayment ........................ $__________
   Trade-in (Yr. Make Model)
   _________________________________________

   a. Gross ................ $__________
   b. Less Owing ........... $__________
   c. Net Trade-in ......................... $__________
2. Total Downpayment ...................................... $__________
3. Unpaid Balance of Cash Price (1 minus 2) ............... $__________
4. Other Charges
   a. Official Fees (Specify) .............. $__________
      ______________________________________ $__________
   b. Taxes (Not Included in Cash Price) ... $__________    Paid to
   c. License Fees           $__________                    Public Officials
      Certif. of Title Fees  $__________
      Regist. Fees           $__________     $__________
   d. Credit Life or Credit Life and
      Disability Insurance ................. $__________    Paid to the
                                                            Insurance
   e. Vendor's Single Interest Insurance ... $__________    Company
   f. Service Contract ..................... $__________ Paid to ______
   g. ______________________________________ $__________ Paid to ______
   h. ______________________________________ $__________ Paid to ______
   Total Other Charges (a+b+c+d+e+f+g+h) .................. $__________
5. Amount Financed (3+4) .................................. $__________
6. Finance Charge ......................................... $__________
7. Total of Payments (5+6) ................................ $__________
8. Total Sale Price (1+4+6) ............................... $__________
</Table>
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PROMISE TO PAY--I promise to pay you the Amount Financed together with a
finance charge at the Annual Percentage Rate set forth above on the unpaid
amount financed. The Finance Charge shown above has been computed on the
assumption that all payments will be received on their scheduled due dates.
Finance charge will begin to accrue on the date of this contract and will
continue to accrue on the unpaid amount financed until this contract is paid
in full, including any period after the final scheduled payment date and
before payment in full. I will make payments in accordance with the payment
schedule set forth above. If any payment is late, I will have to pay a
greater finance charge than is shown because of the additional finance charge
which accrues. If any payment is received before its due date, the finance
charge will be less. The net amount of increases and decreases will be
reflected in the last payment. This means the last payment could be more or
less than the amount of the regularly scheduled payments.
     All payments will be applied first to accrued and unpaid finance charge
and then to amount financed, except payments for other charges, if any, which
will be billed separately. The Customer and Co-Customer are jointly and
severally liable to you. This means that you can collect any amounts owed
from either the Customer or the Co-Customer individually or from both of us
jointly.

-------------------------------------------------------------------------------

                                 SERVICE CONTRACT

Although I am not required to do so, by initialing below I am indicating that
I choose to buy a service contract covering the repair of certain major
mechanical breakdowns of the vehicle and related expenses. I will refer to
the service contract for details about coverage and duration.

                                     Service Contract Price: $_________________

Service Contract Administrator: _______________________________________________

Term: ___________________________________________________My Initials___________

_______________________________________________________________________________

-------------------------------------------------------------------------------

ACCEPTANCE AND ASSIGNMENT (TRANSFER):
It is expected that this contract, when fully completed and signed, and the
vehicle delivered, will be submitted to Long Beach Acceptance Corp. ("Long
Beach") and, if approved, it will be assigned to Long Beach. Long Beach or
any other holder may also assign this contract without Seller's consent: This
contract is hereby accepted, approved and assigned to Long Beach under the
terms of the Seller's Assignment on the reverse side, without recourse except
as otherwise indicated on the reverse side and except as set forth in any
underlying dealer agreement of Seller.

-------------------------------------------------------------------------------
By            (Seller)                                        Date

-------------------------------------------------------------------------------
Signature

-------------------------------------------------------------------------------

PROPERTY INSURANCE COVERAGE
Physical damage insurance covering the vehicle is required for the term of
this contract. I MAY CHOOSE THE AGENT AND INSURER REASONABLY ACCEPTABLE TO
SELLER THROUGH OR BY WHICH ANY REQUIRED INSURANCE IS TO BE PLACED. I may
order Vendor's Single Interest Insurance through Seller. If I do, such
insurance is for a term of ________ months for a premium of $__________,
and is reflected in Item 4e at left. VENDOR'S SINGLE INTEREST INSURANCE IS
SOLELY FOR THE INTEREST OF THE SELLER AND NO PROTECTION EXISTS UNDER IT FOR
THE BENEFIT OF THE CUSTOMER OR CO-CUSTOMER.

-------------------------------------------------------------------------------

CREDIT INSURANCE ELECTION
CREDIT INSURANCE IS NOT REQUIRED BY SELLER.
The person(s) signing this insurance election (check applicable box)
    Request(s)  / / Credit Life Insurance only.  / / Credit Life and Disability
    Insurance. If credit life insurance or credit life and disability
    insurance is selected the cost of this insurance is shown in Item 4d at left
    for the entire term of this contract, unless the term is set forth herein:
    ________ months.
/ / Do(es) not want any Credit Insurance.
Credit Life Insurance, if checked above, is on the life/lives of (check one)
/ / Insured Customer only.  / / Both Insured Customer and Co-Customer.
Coverage for Disability Insurance, if included, is on the health of Insured
Customer only.

-------------------------------------------------------------------------------
Insured Customer's Signature to above statement                  Date

-------------------------------------------------------------------------------
Co-Customer's Signature to above statement                       Date

The request for Credit Insurance is subject to the acceptance and approval of
the insurance carrier.
-------------------------------------------------------------------------------

INSURANCE COVERAGES ABOVE DO NOT PROVIDE COVERAGE FOR PERSONAL LIABILITY OR
PROPERTY DAMAGE CAUSED TO OTHERS.

I will furnish copy of policy with long form loss payable clause endorsement,
purchased from:

-------------------------------------------------------------------------------
Agent's Name and Address

-------------------------------------------------------------------------------
Name of Insurance Company

-------------------------------------------------------------------------------
I UNDERSTAND THAT THERE ARE IMPORTANT TERMS TO THIS CONTRACT ON THE BACK AND
I AGREE TO THOSE TERMS. I REALIZE THAT THE TERMS ON THE BACK INCLUDE, BUT ARE
NOT LIMITED TO, PROVISIONS CONCERNING WARRANTIES ON THE VEHICLE AND
LIMITATIONS OF THOSE WARRANTIES.
-------------------------------------------------------------------------------

                          NOTICE TO THE BUYER

  1. DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACE.
  2. YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY OF THE CONTRACT WHEN YOU
SIGN IT.
  3. UNDER THE LAW, YOU HAVE THE FOLLOWING RIGHTS, AMONG OTHERS: (a) TO PAY OFF
IN ADVANCE THE FULL AMOUNT DUE AND OBTAIN A PARTIAL REFUND OF ANY UNEARNED
FINANCE CHARGE; (b) TO REDEEM THE PROPERTY IF REPOSSESSED FOR A DEFAULT; (c)
TO REQUIRE, UNDER CERTAIN CONDITIONS, A RESALE OF THE PROPERTY IF REPOSSESSED.

-------------------------------------------------------------------------------

I ACKNOWLEDGE RECEIPT OF TRUE COPY OF THIS RETAIL INSTALMENT CONTRACT WHICH
WAS FILLED IN PRIOR TO MY SIGNING IT, AND AGREE TO ALL ITS TERMS.

-------------------------------------------------------------------------------
Customer                                                         Date

-------------------------------------------------------------------------------
Co-Customer                                                      Date

===============================================================================

In consideration of the fact that you are extending credit to the customer
and co-customer (if applicable) I (we) grant you a security interest in the
vehicle and join in this contract for that purpose but I (we) will not be
personally responsible to pay this contract.

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date

-------------------------------------------------------------------------------
Non-Customer Co-Owner                                            Date


 NOTICE: SEE OTHER SIDE FOR IMPORTANT INFORMATION AND ADDITIONAL CONTRACT
         PROVISIONS

FIRST COPY-ORIGINAL-SECOND AND THIRD COPIES-BUYERS-FOURTH AND FIFTH COPIES-FILE

CT MV (11/95)

<Page>

TERMS AND CONDITIONS

SECURITY INTEREST--You will retain and each Customer, Co-Customer and
Non-Customer Co-Owner signing this contract grants you a security interest under
the Uniform Commercial Code in the vehicle including any property now or later
installed in or affixed to the vehicle, and all proceeds thereof, until I have
paid the balance in full and completely satisfied all other requirements of this
contract and any modifications to it. The vehicle together with such property
and proceeds is referred to as the Collateral in this contract. I assign to you
any insurance proceeds relating to persons or property, including return or
unearned premiums, and the proceeds of any service contract, for application to
the unpaid balance. I direct any insurer to pay you directly. In the event of
default, you may cancel all insurance and any service contract and credit any
refund to the unpaid balance if permitted by law. I waive all marital rights
and exemptions relating to any property in which I have granted you a security
interest. I authorize you to sign my name to any documents necessary to
transfer title to the vehicle or to carry out the provisions of this contract.

DEFAULT--If any part of any payment is more than 10 days late, I will pay you a
late charge of $10.00 or 5% of the scheduled payment, whichever is less. If you
accept late payments or partial payments, that does not mean you will accept
other late or partial payments. If I do not make any of my scheduled payments on
its due date, or if I die, or if the credit application I furnished to you is
false or misleading in any material respect, or if all or any part of the
Collateral or any interest therein is sold, transferred, encumbered, leased
or rented (whether voluntarily, by operation of law or otherwise) without your
advance written consent, or if I do not comply with any other requirement of
this contract, or if bankruptcy or insolvency proceedings are brought by or
against me or if I adandon the Collateral, or if a court officer such as a
trustee, receiver or sequestrator is appointed to take possession of my
property or the Collateral, the full unpaid amount financed and accrued and
unpaid finance charge and all other amounts I then owe you under this contract
will become due, if you desire, without your advising me.

REMEDIES--If I have not met the requirements of this contract, you may repossess
the Collateral and you can peaceably and lawfully enter my premises to do so.
Except to the extent provided in the Connecticut Retail Instalment Sales
Financing Act, including any right I may have under such law to cure my default,
you have all the rights of a secured party under the Uniform Commercial Code. I
will send written notice to you by certified mail, return receipt requested,
within 1 week after repossession if I claim that any articles not covered by
this contract were in the Collateral at the time of repossession. If I fail to
do this I will have abandoned the articles left in the Collateral and you will
not have any responsibility to me to care for them. The proceeds of the sale
(minus the expenses for retaking, storing and reselling the Collateral) will be
credited to the unpaid balance on the contract. If any money is left over after
you have applied it to my obligation under this contract, it will be paid to
the persons legally entitled to it, but if any money is still owing, I agree
to pay you the difference between the balance I owe and the greater of the
net proceeds of the sale or the fair market value of the Collateral. If you sue
me and obtain a judgment against me, I agree to pay the attorney's fees you
incur for an attorney not your salaried employee of not more than 15% of the
amount due and payable under this contract or 15% of the judgment entered,
whichever is less, plus court costs.

PREPAYMENT--I may prepay in full or in part at any time without penalty. If I
pay in full ahead of schedule, I will not be required to pay any portion of
the Finance Charge which you have not yet earned. If I prepay in part, there
will be no changes in the due dates or amounts of any monthly payments unless
you so agree in writing.

OTHER TERMS AND CONDITIONS

         I had a choice of paying either the cash price or the total sale price
and chose the latter.

TREATMENT OF COLLATERAL--I agree to keep the Collateral free from loss, damage
or destruction, in good condition and repair and free from all liens. I will not
substantially modify it or permit anything to be done to it that would impair
its value, reasonable wear and tear excepted. I will not move it from my
address except for temporary periods in its normal and customary use. I will
give you prior written notice of any change in my residence or domicile. I will
not sell or give the Collateral away, or rent it out, or use it or permit it to
be used illegally. You are entitled to any proceeds from the sale of the
Collateral, but this right does not waive any rights you have in the Collateral
and does not permit me to sell or transfer the Collateral in violation of this
contract. Any notices you send me are sufficient if sent to my last address
shown on your records.

MISCELLANEOUS--If you assign this contract to someone else, I understand that
you will not act for the other party to receive payments or for any other
purpose. No agreement, representation or warranty is binding on you unless
included in this contract. No change in this contract will be binding if it is
not in writing and signed by you and me. All of your rights are cumulative. If
anything in this contract is not valid or consistent with law or regulations, it
can be considered modified or deleted so that it complies. The captions in this
contract are for convenience only and do not affect the meanings of the terms in
this contract.

PAYMENTS OF FEES AND TAXES--I will pay all taxes, fees, assessments,
obligations, charges and costs with respect to the Collateral when they are due
and payable. If I fail to pay the taxes, fees, assessments, obligations, charges
and costs when due, you may, but will not be obligated to, pay them for me and
add the amount paid to the amount I owe under this contract, in which event I
agree to reimburse such amount to you, either in a lump sum on your demand or in
equal installments over the remaining term, concurrent with remaining
installments, as you choose, together with interest at the Annual Percentage
Rate disclosed on the face of this contract if permitted by law or, if not, at
the highest lawful rate, and such amount will be secured by the Collateral. If I
fail to file an insurance claim within 60 days after a casualty to the
Collateral you may file a claim and settle it with the insurance company on
whatever terms you decide, and I irrevocably appoint you as my agent for this
purpose.

INSURANCE--I understand that I am responsible for any damage to the Collateral,
and I agree to buy insurance and maintain it for the term of this contract
covering the Collateral against all damage including Vendor's Single Interest
Insurance if the law permits you to charge me for that insurance. The insurance
I obtain, which must be satisfactory to you and which must be in an amount at
least equal to the value of the Collateral, will contain a long form loss
payable clause endorsement naming you or anyone to whom you assign this contract
as loss payee. If I do not buy insurance, or if at any time during the term of
this contract the insurance is cancelled or cannot be obtained for any reason, I
understand that you may if you choose obtain insurance protecting both or either
of us, in an amount either equal to the value of the Collateral or less at your
option.

FURTHER INSURANCE PROVISIONS--The credit insurance included in this contract may
have to be adjusted upon issuance of the policy or certificate. If the credit
insurance charge included in this contract exceeds the actual cost, I understand
that I will receive an appropriate credit. If the actual cost of the credit
insurance obtained by or through you, whether under this contract or as a result
of my subsequent request, exceeds the insurance charge included in the contract,
or if you obtain insurance covering the Collateral because I fail to or because
my insurance is cancelled and not renewed, you may, but will not be obligated
to, pay the appropriate amount for me and add the amount paid to the amount I
owe under this contract, in which event I agree to reimburse such amount to you,
either in a lump sum on your demand or in equal installments over the remaining
term, concurrent with remaining installments, as you choose, together with
interest at the Annual Percentage Rate disclosed on the face of this contract if
permitted by law or, if not, at the highest lawful rate, and such amount will be
secured by the Collateral.

OBLIGATIONS OF SIGNERS--All Customers, Co-Customers, Guarantors and
Non-Customer Co-Owners must perform their obligations under this contract
without regard to whether anyone else has performed or whether the Collateral
has been sold and, to the extent permitted by law, each such person waives
presentment for payment, protest, notice of dishonor and nonpayment and all
other notices and demands and consents to all extensions, changes, settlements,
adjustments, compromises, postponements of the time of any payments, and
renewals of this contract. Each such person consents to any exchange,
substitution or release of the Collateral or of any person or persons
responsible to pay or perform the obligations under this contract.

WAIVERS--You can delay enforcing, or fail to enforce, any or all of your
remedies or rights under this contract without losing those or other remedies or
rights.

WARRANTY PROVISIONS--IF THIS CONTRACT IS FOR THE SALE OF A "USED VEHICLE" AS
DEFINED IN THE FEDERAL TRADE COMMISSION USED CAR RULE, THEN THE FOLLOWING
NOTICE APPLIES: THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS
PART OF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
PROVISIONS IN THE CONTRACT OF SALE.

         EXCEPT AS PROVIDED ON SUCH WINDOW FORM, IF ANY, AND EXCEPT TO THE
EXTENT THAT CONNECTICUT LAW PROHIBITS A SELLER FROM DISCLAIMING WARRANTIES, THE
VEHICLE IS SOLD AS IS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS,
PROMISES OR STATEMENTS AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE
VEHICLE HAVE BEEN MADE BY YOU UNLESS COVERED BY A SEPARATE STATEMENT DELIVERED
TO ME. A STATEMENT AS TO YEAR MODEL IS FOR IDENTIFICATION ONLY. NO CHANGES MAY
BE MADE IN THE REQUIREMENTS OF THIS PARAGRAPH UNLESS IN WRITING AND SIGNED BY
YOU AND ME. IF ANY PART OF THIS PARAGRAPH IS NOT PERMITTED BY LAW, THAT PART
WILL BE INEFFECTIVE, BUT THE REMAINDER OF THE PARAGRAPH WILL REMAIN IN FORCE.

         If the box on the front of this contract warranting that the vehicle is
being purchased for personal, family or household purposes is checked, the
following notice applies, otherwise the notice is inapplicable.

NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES
OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

         This contract shall be governed by the laws of the State of
Connecticut.

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                                GUARANTY

The words "I" and "my" refer to all Guarantors signing this Guaranty. The
words "you" and "your" refer to the Holder of this contract. The word
"Customer" includes "Co-Customer."

         I guarantee payment to you of each installment when due under this
contract and payment of the unpaid balance upon demand and all other obligations
of Customer if Customer defaults, without first requiring that you proceed
against Customer or that you perfect or ensure enforceability of the Customer's
obligations or security. I represent to you that this contract is genuine,
legally and enforceable and waive notice of its acceptance and any defaults
thereunder. My signature on this Guaranty means that I am fully responsible for
the performance of all of its terms, even if there are other Guarantors. If I
default under this Guaranty and you refer this Guaranty to an attorney for
collection, I will pay your attorney's fees, court costs and disbursements to
the extent permitted by law. I waive the same rights as are waived in the
section above entitled "Obligations of Signers."

__________________________________(Seal)  ______________________________________
                                                                       (Address)

__________________________________(Seal)  ______________________________________
                                                                       (Address)

                         SELLER'S ASSIGNMENT OF CONTRACT
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Seller (hereinafter called "Seller") does hereby
sell, transfer and assign the Retail Installment Contract set forth on both
sides hereof (hereinafter called "Contract"), together with all right, title and
interest of Seller in the vehicle, to the Assignee named on the face of this
Contract, its successors and assigns, granting full power to assign same in its
own name or in the name of Seller and to take all such legal or other
proceedings as Seller might have taken but for this assignment and, for the same
consideration. Seller agrees that this assignment is subject to the following
terms and conditions, as well as the terms and conditions contained in any
underlying dealer agreement of Seller:

1. Seller represents and warrants that (a) the Contract is genuine, has been
duly executed by Seller and the Customer(s), Co-Customer(s), Guarantor(s) and
Non-Customer Co-Owner(s) named therein (hereinafter called "Customer") and is
in all respects what it purports to be, (b) all statements of fact contained
in the Contract are true and were expressly set forth in the Contract before
the Customer signed it; (c) the statements made in the credit application are
correct; (d) the vehicle (hereinafter called "goods") referred to in the
Contract has been delivered by Seller to Customer, and Seller, at the time of
such delivery, had good title to said goods and the right to transfer title
thereto, and said goods are free of all security interests, liens or other
encumbrances except the security interest and liens created in the Contract,
(e) Seller has or will forthwith cause a document of title to be obtained on
said goods, which document of title will show proper legal form a first
priority security interest in Assignee's favor; (f) the cash price set forth
in the Contract represents sound value and the total downpayment made by
Customer is correctly stated in the Contract; (g) no part of said downpayment
was borrowed and, to the knowledge of Seller, there has been no extension of
credit (other than that recited in the Contract) nor is there to be any
extension of credit directly or indirectly to Customer in connection with
Customer's purchase of said goods from Seller; (h) said goods are as
represented by Seller to Customer; (i) Seller has no reason to believe that
Customer has ever violated any laws concerning liquor or narcotics; (j) all
of the parties to the Contract have the capacity to contract and Seller has
no knowledge of any fact which impairs the validity of the Contract; (k) the
goods are merchantable and fit for the purpose intended and no warranties of
any kind or character, express or implied, have been or will be breached with
respect to said goods, (l) Seller has properly complied with all applicable
laws and regulations, including but not limited to the provisions of the
Equal Credit Opportunity Act (including regulations thereunder) and the
Federal Truth in Lending Act (including regulations thereunder), pertaining
to the transaction evidenced by the Contract; and (m) the Contract is valid,
binding and enforceable against all parties thereto.

2. Upon the occurrence of any of the following events, Seller agrees to
repurchase the Contract from Assignee, on demand, by paying to Assignee at
the office of Assignee an amount equal to the entire unpaid balance and
accrued finance charge then owing on the Contract plus any and all costs and
expenses incurred by Assignee with respect thereto, and Seller further agrees
to defend and indemnify Assignee against any claim, suit, loss or expense
(including attorney's fees) arising out of any such occurrence, whether
before or after Seller has repurchased the Contract: (a) the receipt at any time
by Assignee of information showing that any representation or warranty made by
Seller in paragraph 1 above has been breached or is false, misleading or
erroneous; or (b) the receipt by Assignee from Customer of notice of any claim
or defense, whether meritorious or not, of Customer in connection with the
Contract or the sale of said goods.

3. If the signature of Seller or its agent appears below the words
"Assignment (Full Recourse)" or "Assignment (Partial Recourse)" at the end of
this Assignment, Seller, in addition to the foregoing terms and provisions,
does hereby: (a) absolutely and unconditionally guarantee prompt payment of
all sums due or to become due under the Contract (in case such signature
appears below the words "Assignment (Partial Recourse)," such guaranty shall
be limited to the maximum dollar amount set forth and/or shall apply only if
the Contract shall become delinquent within the number of months from the
date of the Contract set forth); (b) absolutely and unconditionally consent
that, without further notice and without releasing the liability of Seller,
Assignee may at its discretion give grace or indulgence in collecting sums
payable under the Contract and grant extensions of time for payment of sums
or for the performance of any of Customer's obligations under the Contract,
(c) absolutely and unconditionally waive the rights to require Assignee to
proceed against Customer or to pursue any other remedy in Assignee's power,
(d) absolutely and unconditionally agree that Assignee may proceed against
Seller, directly and independently of Customer; and (e) absolutely and
unconditionally agree that the liability of Seller hereunder shall not in any
way be affected or impaired by the cessation of Customer's liability for any
reason (other than full payment of the Contract) or by any extension,
forbearance or change of the rate of finance charge in connection with the
Contract, or by acceptance, release or substitution of any part of the goods,
or by any impairment or suspension of any remedies or rights by Assignee
against Customer, except as modified by any underlying dealer agreement of
Seller.

4. If the signature of Seller or its agent appears below the words "Repurchase
Agreement" at the end of this Agreement, Seller, in addition to the obligation
set forth in paragraph 2 above, absolutely and unconditionally agrees that if
Assignee repossesses the goods and tenders the goods to Seller, Seller will,
upon demand of Assignee, repurchase the Contract by paying to Assignee at the
office of Assignee an amount equal to the entire unpaid balance and accrued
finance charge then owing on the Contract plus any and all costs and expenses
incurred by Assignee in connection therewith, except as modified by any
underlying dealer agreement of Seller.

5. All rights and remedies of Assignee hereunder are cumulative and exclusive of
any other rights or remedies which Assignee may otherwise have against Seller.
The assignment shall be binding on Seller, its successors and assigns, shall
inure to the benefit of Assignee and its successors and assigns, and Seller
hereby waives notice by Assignee of the acceptance hereof.
THE ASSIGNMENT IS OTHERWISE WITHOUT RECOURSE UNLESS SELLER SIGNS IN ANY OF THE
SPACES BELOW OR UNLESS OTHERWISE PROVIDED IN ANY UNDERLYING DEALER AGREEMENT OF
SELLER.

       ASSIGNMENT (FULL RECOURSE)                  REPURCHASE AGREEMENT

    Seller:__________________________        Seller:___________________________

    By:______________________________        By:_______________________________
             Authorized Agent                         Authorized Agent

                          ASSIGNMENT (PARTIAL RECOURSE)

    Maximum Dollar Guaranty:_________        Number of Months:_________________

    Seller:__________________________

    By:______________________________
             Authorized Agent


                              SUBSEQUENT ASSEGNMENT

         FOR VALUABLE CONSIDERATION, the receipt whereof is hereby acknowledged,
the undersigned, pursuant to the current Operating Agreement between the
parties, hereby sells, transfers and sets over unto ____________________________
(the "Subsequent Assignee"), its successors and assigns, this Retail Instalment
Contract, hereby granting full power to the Subsequent Assignee in its own name
or in the name of the Seller to take all such legal or other proceedings as the
Seller or the undersigned might have taken but for this assignment. This
assignment is without recourse to the undersigned and without representation or
warranty by the undersigned except as provided in said Operation Agreement or
such other agreement or agreements as may be in effect between the undersigned
and Subsequent Assignee.

                                           LONG BEACH ACCEPTANCE CORP.

Date ____________________           By:________________________________________
                                                                         (Date)

<Page>

                           [MISSING COPY]



$________________ DEDUCTIBLE COLLISION  ________ Mos. $__________________
BODILY INJURY $________________ LIMITS  ________ Mos. $__________________
PROPERTY DAMAGE $______________ LIMITS  ________ Mos. $__________________
MEDICAL ______________________________  ________ Mos. $__________________
______________________________________  ________ Mos. $__________________
                    TOTAL VEHICLE INSURANCE PREMIUMS  $________________(a)
The foregoing declarations are hereby acknowledged.
                     X                       X
___________________________________________________________________________
DATE                   SELLER                   BUYER
-------------------------------------------------------------------------
             CREDIT INSURANCE AUTHORIZATION AND APPLICATION
You voluntarily request the credit insurance checked below, if any, and
understand that such insurance is not required. You acknowledge disclosure
of the cost of such insurance and authorize it to be included in the
balance payable under the security agreement. Any returned or refunded credit
insurance premiums shall be applied to sums due under this contract. Only the
persons whose names are signed below are insured.

CREDIT LIFE ________________________ Mos. Premium $_______________________
JOINT LIFE _________________________ Mos. Premium $_______________________
CREDIT DISABILITY___________________ Mos. Premium $_______________________
                 TOTAL CREDIT INSURANCE PREMIUMS  $_______________________(b)
/ / You want Credit Life Insurance / / You do not want Credit Life Insurance
/ / You want Credit Disability Insurance (Primary Buyer Only)
/ / You do not want Credit Disability Insurance
/ / You want Joint Credit Life Insurance
You are applying for the credit insurance marked above. Your signature below
means that you agree that: (1) You are not eligible for insurance if you have
reached your 65th birthday. (2) You are eligible for disability insurance
only if you are working for wages or profit 30 hours a week or more on the
Effective Date. (3) Only the Primary Buyer is eligible for disability
insurance.
DISABILITY INSURANCE MAY NOT COVER CONDITIONS FOR WHICH YOU HAVE SEEN A DOCTOR
OR CHIROPRACTOR IN THE LAST 6 MONTHS (refer to "Total Disabilities Not
Covered" in your policy or certificate for details).

                       X
___________________________________________________________________________
DATE                     PRIMARY BUYER                         AGE

                       X
___________________________________________________________________________ ID-1
DATE                     CO-BUYER                              AGE
--------------------------------------------------------------------------------
                           BROKER FEE DISCLOSURE
IF THIS CONTRACT REFLECTS THE RETAIL SALE OF A NEW MOTOR VEHICLE THE SALE IS
NOT SUBJECT TO A FEE RECEIVED BY AN AUTOBROKER UNLESS THE FOLLOWING BOX IS
CHECKED:
/ / NAME OF AUTOBROKER RECEIVING FEE, IF APPLICABLE:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         NOTICE OF RESCISSION RIGHTS
If buyer signs here, the provisions of paragraph "K" on the reverse side
shall be applicable to this contract.
BUYER'S
SIGNATURE X_____________________________________________________________________
CO-BUYER'S
SIGNATURE X_____________________________________________________________________


    AMOUNTS PAID TO PUBLIC OFFICIALS
    A. License................................... $_________________(A)
2.  B. Registration.............................. $_________________(B)
    C. Smog Impact Fee........................... $_________________(C)
    TOTAL OFFICIAL FEES (A+B+C).................................... $ _______(2)
3.  AMOUNT PAID TO INSURANCE COMPANIES:
    (Total premiums per Statement of Insurance a + b).............. $ _______(3)
4.  SMOG CERTIFICATION FEE PAID TO STATE........................... $ _______(4)
5.  TOTAL (1 TO 4)................................................. $ _______(5)
    A. Trade-in (Description)
       Yr________Make_______________
       Model_____________________________________ $__________________(A)
       V.I.N__________________________________________________
       Odometer_____________________
6.  B. Less Pay Off..............................  $_________________(B)
    C. TRADE-IN (A less B).......................  $_________________(C)
    D. Deferred downpayment due before second
       installment payment.......................  $_________________(D)
    E. MFR's Rebate..............................  $_________________(E)
    F. Remaining cash downpayment................  $_________________(F)
    TOTAL DOWNPAYMENT (6C+D+E+F)......................... $_________________(6)
7.  AMOUNT FINANCED (5 less 6)........................... $_________________(7)

--------------------------------------------------------------------------------
PREPAYMENT REFUND: Any refund for prepayment in full will be calculated as
follows:
/ / according to the Actuarial Method
/ / according to the Sum of the Periodic Time Balances
/ / according to the Rule of 78's

(If no box is checked the method for calculating the prepayment refund will
be deemed to be the Sum of the Periodic Time Balances)

VEHICLE USE: / / Personal, Family or Household  / / Commercial or Agricultural

OFFICIAL FEES (Not Financed): The Buyer will pay the estimated fee(s) of
$________ to the appropriate public authority in order to transfer
registration after payment in full.

OPTION: / / You pay no finance charge if the amount financed, item 7, is paid
in full on or before ____________________, 19___. SELLERS INITIALS _____

--------------------------------------------------------------------------------
SERVICE CONTRACT (Optional) You request a service contract written with the
following company for the term below. The cost is shown in item (1G) above.

Company___________________________________________ Term ________________ Months
Buyer X__________________________________________ X____________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SELLER ASSISTED LOAN: FOR THIS LOAN, BUYER MAY BE REQUIRED TO PLEDGE SECURITY
AND WILL BE OBLIGATED FOR THE INSTALLMENT PAYMENTS ON BOTH THE SECURITY
AGREEMENT AND THE LOAN.

Proceeds of Loan - From _____________________________________________________
Amount $____________ Finance Charge $______________ Total $__________________
Payable __________ installments of $_________________________________________
$_______________________________ from this loan is described in (6D) above.
--------------------------------------------------------------------------------

IF YOU HAVE A COMPLAINT CONCERNING THIS SALE, YOU SHOULD TRY TO RESOLVE IT
WITH THE SELLER.

COMPLAINTS CONCERNING UNFAIR OR DECEPTIVE PRACTICES OR METHODS BY THE SELLER
MAY BE REFERRED TO THE CITY ATTORNEY, THE DISTRICT ATTORNEY, OR THE
DEPARTMENT OF MOTOR VEHICLES, DIVISION OF INVESTIGATIONS AND OCCUPATIONAL
LICENSING, P.O. BOX 93289, SACRAMENTO, CALIFORNIA 94232-3890, OR ANY
COMBINATION THEREOF.

AFTER THIS CONTRACT IS SIGNED, THE SELLER MAY NOT CHANGE THE FINANCING OR
PAYMENT TERMS UNLESS YOU AGREE IN WRITING TO THE CHANGE. YOU DO NOT HAVE TO
AGREE TO ANY CHANGE, AND IT IS AN UNFAIR OR DECEPTIVE PRACTICE FOR THE SELLER
TO MAKE A UNILATERAL CHANGE.

BUYER'S SIGNATURE X___________________________  X___________________________

THE MINIMUM PUBLIC LIABILITY INSURANCE LIMITS PROVIDED IN LAW MUST BE MET BY
EVERY PERSON WHO PURCHASES A VEHICLE. IF YOU ARE UNSURE WHETHER OR NOT YOUR
CURRENT INSURANCE POLICY WILL COVER YOUR NEWLY ACQUIRED VEHICLE IN THE EVENT
OF AN ACCIDENT, YOU SHOULD CONTACT YOUR INSURANCE AGENT.

WARNING:

YOUR PRESENT POLICY MAY NOT COVER COLLISION DAMAGE OR MAY NOT PROVIDE FOR
FULL REPLACEMENT COSTS FOR THE VEHICLE BEING PURCHASED. IF YOU DO NOT HAVE
FULL COVERAGE, SUPPLEMENTAL COVERAGE FOR COLLISION DAMAGE MAY BE AVAILABLE TO
YOU THROUGH YOUR INSURANCE AGENT OR THROUGH THE SELLING DEALER. HOWEVER,
UNLESS OTHERWISE SPECIFIED, THE COVERAGE YOU OBTAIN THROUGH THE DEALER
PROTECTS ONLY THE DEALER, USUALLY UP TO THE AMOUNT OF THE UNPAID BALANCE
REMAINING AFTER THE VEHICLE HAS BEEN REPOSSESSED AND SOLD.

FOR ADVICE ON FULL COVERAGE THAT WILL PROTECT YOU IN THE EVENT OF LOSS OR
DAMAGE TO YOUR VEHICLE, YOU SHOULD CONTACT YOUR INSURANCE AGENT.
THE BUYER SHALL SIGN TO ACKNOWLEDGE THAT HE/SHE UNDERSTANDS THESE PUBLIC
LIABILITY TERMS AND CONDITIONS.

S/S X_____________________________   X_____________________________

                         THERE IS NO COOLING OFF PERIOD
CALIFORNIA LAW DOES NOT PROVIDE FOR A "COOLING OFF" OR OTHER CANCELLATION
PERIOD FOR VEHICLE SALES. THEREFORE, YOU CANNOT LATER CANCEL THIS CONTRACT
SIMPLY BECAUSE YOU CHANGE YOUR MIND, DECIDE THE VEHICLE COSTS TOO MUCH, OR
WISH YOU HAD ACQUIRED A DIFFERENT VEHICLE. AFTER YOU SIGN BELOW, YOU MAY ONLY
CANCEL THIS CONTRACT WITH THE AGREEMENT OF THE SELLER OR FOR LEGAL CAUSE,
SUCH AS FRAUD.
--------------------------------------------------------------------------------
BUYER ACKNOWLEDGES THAT (1) BEFORE SIGNING THIS AGREEMENT BUYER READ BOTH
SIDES OF THIS AGREEMENT AND RECEIVED A LEGIBLE, COMPLETELY FILLED-IN COPY OF
THIS AGREEMENT; AND (2) BUYER HAS RECEIVED A COPY OF EVERY OTHER DOCUMENT
THAT BUYER SIGNED DURING THE CONTRACT NEGOTIATION.

BUYER'S SIGNATURE X___________________ CO-BUYER'S SIGNATURE X __________________

Seller _____________________________ Address__________________________________


                                       By X______________Title_________


LAW(TM) FORM NO. 554 CALIF. (REV 1/95) US PATENT NO 0342,967 & OTHER PATENTS
        PENDING LAW PRINTING AUTOMOTIVE PRODUCTS CALL (800)422-3102
        -C- 1994 THE REYNOLDS AND REYNOLDS COMPANY
        The Printer makes no warranty express or implied as to content or
        fitness for purpose of this form. Consult your own legal counsel

   TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING. 2. BUYER AND SELLER
              SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                       ADDITIONAL TERMS AND AGREEMENTS

A. SECURITY INTEREST: You hereby grant us a security interest under the
California Uniform Commercial Code in the vehicle and all parts or
accessories put on the vehicle and in all insurance premiums financed for you
or rebates from insurance premiums, service contracts, and in the proceeds of
any insurance policies covering the vehicle or credit or disability insurance
policies financed hereunder, which security interest secures all sums which
may become due under this contract, as well as any modifications, extensions,
renewals, amendments, or re-financing of it.

B. USE OF VEHICLE: You agree to keep the vehicle free of all taxes and liens,
except in favor of Seller, and not to use the vehicle--or permit the vehicle
to be used illegally, improperly, or for hire, or to expose the vehicle to
misuse, seizure, or confiscation, or other involuntary transfer, even if the
vehicle was not the subject of judicial or administrative action. You agree
not to make any material change in the vehicle or allow any material change
in it to be made, or to remove the vehicle, or allow it to be removed from
this State for a period in excess of 30 days or transfer any interest in the
vehicle. You agree to keep the vehicle in good working condition and make all
necessary repairs. You agree not to remove the vehicle, nor to permit its
removal, from this country. Although we are not obligated to do so, if we
elect to pay any liens, fees or taxes in connection with the vehicle, or to
expend any other amount to protect our interests in the vehicle, you will
reimburse us, at our option: (i) within 5 days of our demand upon you to do
so or (ii) we may add the dollar amount of any such liens, fees, taxes or
other charges we pay to the balance of this contract, accruing interest, from
the time we pay such amounts until the time you pay them to us, at the annual
percentage rate shown on the face of this contract, with such dollar amount
and interest due at maturity of this contract or in monthly installments due
on the remaining payment dates shown on the face of this contract, as we
might choose.

C. INSURANCE: You agree to keep the vehicle insured in favor of us with a
policy satisfactory to us, with comprehensive fire, theft and collision
coverage, insuring the vehicle in an amount sufficient to cover the value of
the vehicle. You agree to deliver the policies to us, and you agree that we
may (i) contact your insurance agent to verify coverage or to add us as a
loss payee or lienholder, (ii) make any claim under your insurance policy,
(iii) cancel the insurance on your default, and (iv) receive any payment of
loss or return premium, and apply the amounts received, at our option, to
replacement of the property or to your indebtedness under this Agreement,
including indebtedness not yet due. If you fail to maintain such insurance,
we may, at our option, procure such insurance to protect our interest in the
property, and you agree to pay for such insurance and finance charges on the
premiums at the annual percentage rate shown on the reverse, according to the
notice we send you. You agree that any insurance we purchase may be for the
protection of only our interest in the property, and may be for the remaining
term of the contract or any shorter period as we determine. You understand
that the insurance premiums may be higher if we must purchase insurance than
if you had purchased the insurance yourself. If insurance has been purchased
in connection with this contract, any difference between the amounts shown in
the Statement of Insurance for premiums which may arise from errors in
computation, classification, grouping or zoning, or changes in the type of
insurance shall be payable by you on demand. You agree that we can use any
proceeds from insurance to either repair or replace the vehicle or to reduce
your debt under this contract as we may decide. Whether or not the vehicle is
insured, you must pay for it if it is lost, damaged, or destroyed.

D. PREPAYMENT OF AMOUNT OWED: You may prepay all amounts due under this
contract at any time. If you fail to make any payment when due or perform any
other agreement provided for in this contract, we may, in addition to other
remedies, declare all sums immediately due and payable, subject to any right
to reinstatement as required by-law. Upon prepayment, voluntary or otherwise,
any unearned finance charge less any amount needed to bring the earned
finance charge to a minimum of $25.00, will be credited or refunded to you.
No refund of less than $1.00 will be made.

E. DEFAULT: If you breach any warranty or default in the performance in any
promise you make in this agreement, including, but not limited to, making of
any payment when due, or become insolvent, or file any proceeding under the
U.S. Bankruptcy Code, or upon your demise, or if the vehicle is damaged,
destroyed, or impounded, we may at our option and without notice or demand
(1) declare all unpaid sums immediately due and payable (2) file suit against
you for all unpaid sums (3) take immediate possession of the motor vehicle
(4) exercise any other legal or equitable remedy. Upon taking possession of
the motor vehicle and giving notice as provided by law, if you do not redeem
the vehicle, we will sell it at public or private sale. We may purchase the
vehicle at any sale. The proceeds of the sale will be applied first to the
expenses of retaking, reconditioning, storing and selling the property, and
the remainder will be applied to unpaid sums owing under this contract,
including collection costs and attorney fees. If there is any money left over
(surplus) it will be paid to you. If a balance still remains owing, you
promise to pay the same upon demand. If you default or breach this agreement
you agree to pay finance charges at the annual percentage rate shown on the
reverse side until all sums owing us are paid in full or judgement is
entered. Our remedies are cumulative and taking of any action shall not be a
waiver or prohibit us from pursuing any other remedy. You agree that upon
your default we shall be entitled to recover from you our reasonable
collection costs, including, but not limited to, an attorney's fee. In
addition, if we repossess your vehicle, you grant to us and our agents
permission to enter upon any premises owned by you. You agree we are entitled
to recover from your our reasonable costs and expenses arising out of that
repossession, including, but not limited to, any sums we pay third party
agents. With respect to any sums we are entitled to recover pursuant to the
previous two sentences, you will reimburse us, at our option: (i) within 5
days of our demand upon you to do so or (ii) we may add the dollar amount of
any such sums, costs and expenses to the balance of this contract, accruing
interest, from the time we pay such amounts until the time you pay them to
us, at the annual percentage rate shown on the face of this contract.

F. WARRANTIES OF BUYER: You promise that you have given true and correct
information in your application for credit, you have no knowledge that will
render that information untrue in the future, and you understand that we have
relied upon the correctness of that information in entering into this
agreement, that upon request you will provide us with documents and other
information necessary to verify any item of information contained in your
credit application; and, that you have given us a true payoff amount on any
vehicle traded in and that if it is not correct and is greater than the
amount shown in this contract, you will pay the excess to us upon demand.

G. POWER OF ATTORNEY: You hereby appoint us, as well as any of our appropriate
officers or other employees, as your attorney-in-fact, with full power of
substitution, to sign in your name, place and stead any and all Certificates
of Ownership, Registration Cards, applications, affidavits and/or any other
documents required or necessary to transfer or convey any and all right, title
and interest in and to the vehicle, to any person or persons, and to do and
perform any and all other acts necessary or incident to the execution of the
powers you hereby grant us, as fully and to all intents and purposes as
you might or could do if personally present. This grant of a power of
attorney, being coupled with an interest, is irrevocable until all your
obligations under this contract are fully satisfied or until judgement is
entered.

H. OTHER AGREEMENTS OF BUYER: (1) In the event the estimated Department of
Motor Vehicle fees are greater than the amount shown, you will pay the excess
to us upon demand. If they are less, we will refund the excess to you. (2)
You agree that if we accept monies in sums less than those due or make
extensions of due dates of payments under this contract, doing so will not be
a waiver of any later right to enforce the contract terms as written. (3) We
may charge you a $15.00 fee for the return by a depository institution of a
dishonored check, negotiable order of withdrawal or share draft issued in
connection with any payment due under this contract. (4) If the motor vehicle
is repossessed we may store personal property found in the vehicle for your
account and at your expense, as permitted by law, and if you do not claim the
property within 60 days after repossession, we may dispose of the personal
property in any manner we deem appropriate without liability to you. (5) If
your payment is more than 10 days late you may be charged 5% of the late
amount. (6) You will allow us to inspect the motor vehicle at any reasonable
time and notify us of any change of your address within 30 days. (7) If we
transfer this contract to an assignee you will be given notice thereof, and
you agree that the assignee will have all our rights and remedies under this
contract and you agree to pay all that is still owed under this contract at
the times, and in the amounts, to the assignee. (8) That all of the
agreements between us and you are set forth in this contract and no
modification of this contract shall be valid unless it is made in writing and
signed by you and us. (9) You have not requested confidentiality of your
residence address and by signing this contract waive the provisions of
section 1808 21 of the Vehicle Code and authorize the Department of Motor
Vehicles to furnish your current residence address to the holder of this
contract until it is paid in full. (10) Upon payment of this contract in full
we may endorse the Certificate of Title and send it to any of you. (11) That
any provision of this contract which may be held invalid shall not mean that
this contract is unenforceable and the remaining provisions shall continue to
be binding.

I. DELAY IN ENFORCEMENT: We can delay or waive enforcement of any of our
rights under this contract without losing them.

J. SELLER'S WARRANTIES: We disclaim any warranty or representation as to the
accuracy of the mileage on the odometer. We do not warrant the correctness of
the year of manufacture or model of said vehicle. You agree that you have
verified the description of the vehicle to your satisfaction and there is no
warranty as to the correctness of the description of the vehicle. UNLESS YOU
HAVE BEEN GIVEN AN EXPRESS WARRANTY IN WRITING, THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE MERCHANTABILITY, SUITABILITY, FITNESS
FOR PURPOSE, OR OTHERWISE CONCERNING THE VEHICLE, PARTS OR ACCESSORIES
DESCRIBED HEREIN.

K. RESCISSION RIGHTS: (1) Buyer agrees to furnish seller any documentation
necessary to verify information contained in the credit application of buyer.
(2) Buyer acknowledges that it may take a few days for seller to verify the
credit of buyer and assign the contract. In consideration of seller agreeing
to deliver the vehicle, buyer agrees that if seller is unable to assign the
contract to any one of the financial institutions with whom seller regularly
does business pursuant to terms of assignment acceptable to seller, seller
may elect to rescind the contract. (3) In the event seller elects to rescind
the contract, seller shall, within ten days of the date of the contract, give
buyer notice of the rescission. Such notice is deemed given upon deposit of a
written notice in the United States mail directed to buyer at the address of
buyer stated in the contract or upon any other manner in which actual notice
is given to buyer. Upon receipt of such notice, buyer shall immediately
return the vehicle to seller in the same condition as when sold, reasonable
wear and tear excepted, and the contract shall then be deemed rescinded.
Seller agrees, upon rescission of the contract, to restore to buyer all
consideration received in connection with the contract, including any
trade-in vehicle. (4) In the event the vehicle is not immediately returned to
seller upon notice of seller's election to rescind the contract, buyer shall
be liable to seller for all expenses incurred by seller in obtaining
possession of the vehicle, including attorney's fees, and seller shall have
the right to repossess the vehicle with free right of entry wherever the
vehicle may be found. (5) While in possession of buyer, all terms of the
contract, including those relating to use of the vehicle and insurance for
the vehicle, shall be in full force and all risk of loss or damage to the
vehicle shall be assumed by buyer who shall pay all reasonable repair costs
related to any damage sustained by the vehicle while in the possession or
control of buyer and until the vehicle is returned to seller.

                                      NOTICE

ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     If you have purchased credit disability insurance in connection with
this transaction, the following claim procedures apply

                              CLAIM PROCEDURE

     If you become disabled, tell us (your creditor) right away. (We advise
you to send this information to the same address to which you are normally
required to send your payments, unless a different address or telephone
number is given to you in writing by us at the location where we would like
to be notified.) We will tell you where to get claim forms. Send in the
completed form to the insurance company as soon as possible and tell us as
soon as you do. If your disability insurance covers all of your missed
payment, WE CANNOT TRY TO COLLECT WHAT YOU OWE OR FORECLOSE UPON OR REPOSSESS
ANY COLLATERAL UNTIL THREE CALENDAR MONTHS AFTER your first missed payment is
due or until the insurance company pays or rejects your claim, whichever
comes first. We can, however, try to collect, foreclose, or repossess if you
have money due and owing us or are otherwise in default when your disability
claim is made or if a senior mortgage or lienholder is foreclosing.

     If the insurance company pays the claim within three calendar months, we
must accept the money as though you paid on time. If the insurance company
rejects the claim within three calendar months or accepts the claim within
the three calendar months as a partial disability and pays less than for a
total disability, you will have 35 days from the date that the rejection or
the acceptance of the partial disability claim is sent to pay past due
payments, or the difference between past due payments and what the insurance
company pays for the partial disability, plus late charges. You can contact
us, and we will tell you how much you owe. After that time, we can take
action to collect or foreclose or repossess any collateral you may have
given. If the insurance company accepts your claim but requires that you send
in additional forms to remain eligible for continued payments, you should
send these completed additional forms no later than required. If you do not
send in these forms on time, the insurance company may stop paying, and we
will then be able to take action to collect or foreclose or repossess any
collateral you may have given.

                            NOTICE TO BUYER:

IF PREPAYMENT REFUND AS SHOWN ON THE REVERSE SIDE IS PURSUANT TO THE
ACTUARIAL METHOD, NOTICE A APPLIES. IN OTHER CASES, NOTICE B APPLIES.

A. NOTICE TO BUYER: (1) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF
IT CONTAINS ANY BLANK SPACES TO BE FILLED IN (2) YOU ARE ENTITLED TO A
COMPLETELY FILLED-IN COPY OF THIS AGREEMENT. (3) YOU CAN PREPAY THE FULL
AMOUNT DUE UNDER THIS AGREEMENT AT ANY TIME AND OBTAIN A PARTIAL REFUND OF
THE FINANCE CHARGE IF IT IS $1 OR MORE. (4) IF YOU DEFAULT IN THE PERFORMANCE
OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY BE REPOSSESSED AND
YOU MAY BE SUBJECT TO SUIT AND LIABILITY FOR THE UNPAID INDEBTEDNESS
EVIDENCED BY THIS AGREEMENT.

B. NOTICE TO BUYER: (1) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF
IT CONTAINS ANY BLANK SPACES TO BE FILLED IN (2) YOU ARE ENTITLED TO A
COMPLETELY FILLED-IN COPY OF THIS AGREEMENT. (3) YOU CAN PREPAY THE FULL
AMOUNT DUE UNDER THIS AGREEMENT AT ANY TIME AND OBTAIN A PARTIAL REFUND OF
THE FINANCE CHARGE IF IT IS ONE DOLLAR ($1) OR MORE. BECAUSE OF THE WAY THE
AMOUNT OF THIS REFUND WILL BE FIGURED, THE TIME WHEN YOU PREPAY COULD INCREASE
THE ULTIMATE COST OF CREDIT UNDER THIS AGREEMENT. (4) IF YOU DEFAULT IN THE
PERFORMANCE OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY BE
REPOSSESSED AND YOU MAY BE SUBJECT TO SUIT AND LIABILITY FOR THE UNPAID
INDEBTEDNESS EVIDENCED BY THIS AGREEMENT.

Smog Exemption Notification: If this is a new motor vehicle you may, at the
time of application for registration, obtain a certificate of exemption from
the first biennial smog inspection if you make a donation in an amount
determined by the Department of Consumer Affairs, not to exceed $50.00.

FORM NO. 554 (REV 1/95) BACKER PART 4--GOLDENROD

<Page>

                                LAW(TM) 553 1/95
                                                                           11763

LAW(TM) FORM NO. 553 CALIF. (REV 1/95) US PATENT NO 0342,967, & OTHER PATENTS
PENDING  LAW PRINTING AUTOMOTIVE PRODUCTS CALL (800)422-3102 -C- 1994 THE
REYNOLDS AND REYNOLDS COMPANY

                            LINE UP COMPUTER/PRINTER SQUARELY WITH BRACKET BELOW


<Table>
<S><C>

SIMPLE INTEREST MOTOR VEHICLE CONTRACT AND SECURITY AGREEMENT
--------------------------------------------------------------------------
BUYER'S NAME                                              DATE OF CONTRACT   STOCK NO.________________
                                                                             Source __________________
--------------------------------------------------------------------------   Salesperson _____________
BUYER'S RESIDENCE OR PLACE OF BUSINESS         ZIP CODE   AGREEMENT No.      Date ____________________
                                                                             Bus. Phone ______________
--------------------------------------------------------------------------   Res. Phone ______________
CO-BUYER'S NAME AND ADDRESS

--------------------------------------------------------------------------
In this contract the words "we," "us" and "our" refer to the creditor (seller) named below or, upon any assignment, its assignee.
The words "you" and "your" refer to the buyer and co-buyer if any named herein. We sell you the motor vehicle described below on
credit. The credit price is shown below as the "Total Sale Price." The "Cash Price" is also shown below. By signing this contract
you choose to buy the "vehicle" on credit and agree to pay the Total Sale Price, according to the schedules, terms and agreements
shown on the front and back of this contract. If this contract is signed by a buyer and co-buyer, each is individually and
together responsible for all agreements in the contract.
SEE OTHER SIDE FOR ADDITIONAL TERMS AND AGREEMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
NEW/USED    YEAR     MAKE    CYL.    DIESEL   GAS   OTHER  BODY STYLE   MODEL    ODOMETER READING     VEHICLE IDENTIFICATION NUMBER

           ------------------------------------------------------------------------------------------------------------------------
           COLOR       TRIM           TIRES        TRANS       KEY NO            LIC. NO.          R.O.S. NO.

-----------------------------------------------------------------------------------------------------------------------------------
                              DISCLOSURES PURSUANT TO THE TRUTH-IN-LENDING ACT
-----------------------------------------------------------------------------------------------------------------------------------
       ANNUAL                FINANCE CHARGE         AMOUNT FINANCED            TOTAL OF PAYMENTS            TOTAL SALE PRICE
   PERCENTAGE RATE        The dollar amount the  The amount of credit      The amount you will have      The total cost of your
The cost of your credit   credit will cost you.  provided to you or on     paid after you have made      purchase on credit,
as a yearly rate.                                your behalf.              all payments as scheduled.    including your down
                                                                                                         payment of $___________.

                      %   $                      $                         $                             $
-----------------------------------------------------------------------------------------------------------------------------------
YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------------------------------------------------------------
          Number of Payments:                      Amount of Payments:               When Payments Are Due:
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
        Payments                                                              Monthly, beginning
-----------------------------------------------------------------------------------------------------------------------------------
One Final Payment
-----------------------------------------------------------------------------------------------------------------------------------
SECURITY: You are giving a security interest in the goods or property being purchased.                        (e) MEANS AN ESTIMATE
LATE CHARGES: / / Applies only if checked. If any payment is more than 10 days late you will be charged 5% of the late amount.
              / / Applies only if checked. If any payment is not received by the first banking day which is at least 11 days after
                  the due date, you will be charged 5% of the delinquent installment or $25.00, whichever is less.
PREPAYMENT: If you pay your contract in full before its maturity, you may be charged a minimum finance charge. See your contract
documents for any additional information about nonpayment, default, any required prepayment in full before the scheduled date and
a minimum finance charge payable upon prepayment.
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

NOTICES: The names and addresses of all persons to whom the notices required
or permitted by law to be sent are set forth at the top of this form.

IF YOU ARE BUYING A USED VEHICLE WITH THIS CONTRACT, AS INDICATED IN THE
DESCRIPTION OF THE VEHICLE ABOVE, FEDERAL REGULATION MAY REQUIRE A SPECIAL
BUYERS GUIDE TO BE DISPLAYED ON THE WINDOW.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.
--------------------------------------------------------------------------------
                               STATEMENT OF INSURANCE
NOTICE: NO PERSON IS REQUIRED AS A CONDITION OF FINANCING THE PURCHASE OF A
MOTOR VEHICLE TO PURCHASE, OR NEGOTIATE, ANY INSURANCE THROUGH A PARTICULAR
INSURANCE COMPANY, AGENT OR BROKER.
You have requested Seller to include in the balance due under this agreement
the following insurance. Insurance is to expire WITH / / BEFORE / / AFTER / /
the due date of the final installment. Buyer requests seller to procure
insurance upon the described property against fire, theft, and collision for
the term of this agreement. Any insurance will not be in force until accepted
by the insurance carrier.
                                                            Premium
$____________ DED., COMP., FIRE & THEFT ________ Mos. $__________________
$_______________ DEDUCTIBLE COLLISION   ________ Mos. $__________________
BODILY INJURY $________________ LIMITS  ________ Mos. $__________________
PROPERTY DAMAGE $______________ LIMITS  ________ Mos. $__________________
MEDICAL ______________________________  ________ Mos. $__________________
______________________________________  ________ Mos. $__________________
                    TOTAL VEHICLE INSURANCE PREMIUMS  $________________(a)
The foregoing declarations are hereby acknowledged.

                     X                       X
___________________________________________________________________________
DATE                   SELLER                   BUYER
-------------------------------------------------------------------------
             CREDIT INSURANCE AUTHORIZATION AND APPLICATION
You voluntarily request the credit insurance checked below, if any, and
understand that such insurance is not required. You acknowledge disclosure
of the cost of such insurance and authorize it to be included in the
balance payable under the security agreement. Any returned or refunded credit
insurance premiums shall be applied to sums due under this contract.
Only the persons whose names are signed below are insured.

CREDIT LIFE ________________________ Mos. Premium $_______________________
JOINT LIFE _________________________ Mos. Premium $_______________________
CREDIT DISABILITY___________________ Mos. Premium $_______________________
                 TOTAL CREDIT INSURANCE PREMIUMS  $_______________________(b)

/ / You want Credit Life Insurance / / You do not want Credit Life Insurance
/ / You want Credit Disability Insurance (Primary Buyer Only)
/ / You do not want Credit Disability Insurance
/ / You want Joint Credit Life Insurance
You are applying for the credit insurance marked above. Your signature below
means that you agree that: (1) You are not eligible for insurance if you have
reached your 65th birthday. (2) You are eligible for disability insurance
only if you are working for wages or profit 30 hours a week or more on the
Effective Date. (3) Only the Primary Buyer is eligible for disability
insurance.
DISABILITY INSURANCE MAY NOT COVER CONDITIONS FOR WHICH YOU HAVE SEEN A
DOCTOR OR CHIROPRACTOR IN THE LAST 6 MONTHS (refer to "Total Disabilities Not
Covered" in your policy or certificate for details).

                       X
___________________________________________________________________________
DATE                     PRIMARY BUYER                         AGE

                       X
___________________________________________________________________________ ID-1
DATE                     CO-BUYER                              AGE

--------------------------------------------------------------------------------
<Table>
<S><C>
    ITEMIZATION OF AMOUNT FINANCED
    A. Cash Price Motor Vehicle and Accessories   $_________________(A)
       1. Cash Price Vehicle..... $______________
       2. Cash Price Accessories. $______________
    B. Document Preparation Charge............... $_________________(B)(not a governmental fee)
1.  C. Smog Fee Paid to Seller................... $_________________(C)
    D. Smog Exemption Donation Fee..............  $_________________(D)(paid to State)
    E. Sales Tax (on A+B+C)...................... $_________________(E)
    F. Luxury Tax................................ $_________________(F)
    G. Service Contract (optional)............... $_________________(G)
    H. Other......................................$_________________(H)
       To whom paid_______________________________________

    TOTAL CASH PRICE (A to H)............................ $_________________(1)
    AMOUNTS PAID TO PUBLIC OFFICIALS
    A. License................................... $_________________(A)
2.  B. Registration.............................. $_________________(B)
    C. Smog Impact Fee........................... $_________________(C)
    TOTAL OFFICIAL FEES (A+B+C).......................... $_________________(2)
3.  AMOUNT PAID TO INSURANCE COMPANIES:
    (Total premiums per Statement of Insurance a+b)...... $_________________(3)
4.  SMOG CERTIFICATION FEE PAID TO STATE................. $_________________(4)
5.  TOTAL (1 TO 4)........................................$_________________(5)
    A. Trade-In (Description)
    Yr ________  Make __________
    Model ______________________________________   $_________________(A)
    V.I.N. _______________________________________________
    Odometer ___________________
6.  B. Less Pay Off..............................  $_________________(B)
    C. TRADE-IN (A less B).......................  $_________________(C)
    D. Deferred downpayment due before
       second installment payment................  $_________________(D)
    E. MFR'S Rebate..............................  $_________________(E)
    F. Remaining cash downpayment..................$_________________(F)
    TOTAL DOWNPAYMENT (6C+D+E+F)........................  $_________________(6)
7.  AMOUNT FINANCED (5 less 6)........................... $_________________(7)
</Table>
--------------------------------------------------------------------------------
VEHICLE USE: / / Personal, Family or Household  / / Commercial or Agricultural
OFFICIAL FEES (Not Financed): The Buyer will pay the estimated fee(s) of
$_______________ to the appropriate public authority in order to transfer
registration after payment in full.
--------------------------------------------------------------------------------
SERVICE CONTRACT (Optional) You request a service contract written with the
following company for the term below. The cost is shown in item (1G) above.

Company___________________________________________ Term ________________ Months
Buyer X____________________________________  X__________________________________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SELLER ASSISTED LOAN:  FOR THIS LOAN, BUYER MAY BE REQUIRED TO PLEDGE
SECURITY AND WILL BE OBLIGATED FOR THE INSTALLMENT PAYMENTS ON BOTH THE
SECURITY AGREEMENT AND THE LOAN.

Proceeds of Loan-From __________________________________________________________
Amount $___________ Finance Charge  $______________ Total $_____________________
Payable ___________ Installments of $___________________________________________
$__________________________________ from this loan is described in (6D) above.
--------------------------------------------------------------------------------
                         BROKER FEE DISCLOSURE
If this Contract reflects the retail sale of a new motor vehicle the sale is
not subject to a fee received by an autobroker unless the following box is
checked:
/ / Name of Autobroker receiving fee, if applicable:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      NOTICE OF RESCISSION RIGHTS
If buyer signs here, the provisions of paragraph "K" on the reverse side shall
be applicable to this contract.
BUYER'S SIGNATURE X ____________________________________________________________
CO-BUYER'S SIGNATURE X__________________________________________________________
  IF YOU HAVE A COMPLAINT CONCERNING THIS SALE, YOU SHOULD TRY TO RESOLVE IT
WITH THE SELLER.
  COMPLAINTS CONCERNING UNFAIR OR DECEPTIVE PRACTICES OR METHODS BY THE SELLER
MAY BE REFERRED TO THE CITY ATTORNEY, THE DISTRICT ATTORNEY, OR THE
DEPARTMENT OF MOTOR VEHICLES DIVISION OF INVESTIGATIONS AND OCCUPATIONAL
LICENSING, P.O. BOX 93289, SACRAMENTO, CALIFORNIA 94232-3890, OR ANY
COMBINATION THEREOF.
  AFTER THIS CONTRACT IS SIGNED, THE SELLER MAY NOT CHANGE THE FINANCING OR
PAYMENT TERMS UNLESS YOU AGREE IN WRITING TO THE CHANGE. YOU DO NOT HAVE TO
AGREE TO ANY CHANGE AND IT IS AN UNFAIR OR DECEPTIVE PRACTICE FOR THE SELLER
TO MAKE A UNILATERAL CHANGE.

BUYER'S SIGNATURE X ______________________________ X __________________________
  THE MINIMUM PUBLIC LIABILITY INSURANCE LIMITS PROVIDED IN LAW MUST BE MET BY
EVERY PERSON WHO PURCHASES A VEHICLE. IF YOU ARE UNSURE WHETHER OR NOT YOUR
CURRENT INSURANCE POLICY WILL COVER YOUR NEWLY ACQUIRED VEHICLE IN THE EVENT
OF AN ACCIDENT, YOU SHOULD CONTACT YOUR INSURANCE AGENT.
WARNING:
  YOUR PRESENT POLICY MAY NOT COVER COLLISION DAMAGE OR MAY NOT PROVIDE FOR
FULL REPLACEMENT COSTS FOR THE VEHICLE BEING PURCHASED. IF YOU DO NOT HAVE
FULL COVERAGE, SUPPLEMENTAL COVERAGE FOR COLLISION DAMAGE MAY BE AVAILABLE TO
YOU THROUGH YOUR INSURANCE AGENT OR THROUGH THE SELLING DEALER. HOWEVER,
UNLESS OTHERWISE SPECIFIED, THE COVERAGE YOU OBTAIN THROUGH THE DEALER
PROTECTS ONLY THE DEALER, USUALLY UP TO THE AMOUNT OF THE UNPAID BALANCE
REMAINING AFTER THE VEHICLE HAS BEEN REPOSSESSED AND SOLD.
  FOR ADVICE ON FULL COVERAGE THAT WILL PROTECT YOU IN THE EVENT OF LOSS OR
DAMAGE TO YOUR VEHICLE, YOU SHOULD CONTACT YOUR INSURANCE AGENT.
  THE BUYER SHALL SIGN TO ACKNOWLEDGE THAT HE/SHE UNDERSTANDS THESE PUBLIC
LIABILITY TERMS AND CONDITIONS.

s/s X ________________________________ X ______________________________________

                         THERE IS NO COOLING OFF PERIOD
CALIFORNIA LAW DOES NOT PROVIDE FOR A "COOLING OFF" OR OTHER CANCELLATION
PERIOD FOR VEHICLE SALES. THEREFORE, YOU CANNOT LATER CANCEL THIS CONTRACT
SIMPLY BECAUSE YOU CHANGE YOUR MIND, DECIDE THE VEHICLE COSTS TOO MUCH, OR
WISH YOU HAD ACQUIRED A DIFFERENT VEHICLE. AFTER YOU SIGN BELOW, YOU MAY ONLY
CANCEL THIS CONTRACT WITH THE AGREEMENT OF THE SELLER OR FOR LEGAL CAUSE,
SUCH AS FRAUD.
--------------------------------------------------------------------------------
BUYER ACKNOWLEDGES THAT (1) BEFORE SIGNING THIS AGREEMENT BUYER READ BOTH
SIDES OF THIS AGREEMENT AND RECEIVED A LEGIBLE, COMPLETELY FILLED-IN COPY OF
THIS AGREEMENT; AND (2) BUYER HAS RECEIVED A COPY OF EVERY OTHER DOCUMENT
THAT BUYER SIGNED DURING THE CONTRACT NEGOTIATION.

BUYER'S SIGNATURE X____________________ CO-BUYER'S SIGNATURE X _________________
SELLER X_______________________________ Address ________________________________
                                        By X______________Title_________


LAW(TM) FORM NO. 553 CALIF. (Rev 1/95) US PATENT NO 0342,967 & OTHER PATENTS
PENDING LAW PRINTING AUTOMOTIVE PRODUCTS CALL (800) 422 3102 (C) 1994 THE
REYNOLDS AND REYNOLDS COMPANY
THE PRINTER MAKES NO WARRANTY EXPRESS OR IMPLIED, AS TO CONTENT OR FITNESS
FOR PURPOSE OF THIS LOAN. CONSULT YOUR OWN LEGAL COUNSEL.

   TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING. 2. BUYER AND SELLER
              SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                       ADDITIONAL TERMS AND AGREEMENTS

A. PROMISE TO PAY: You promise to pay the down payment and Amount Financed,
plus the finance charges on the Amount Financed, as shown in the Payment
Schedule. The Finance charges are to be computed daily on a simple interest
basis by applying the Annual Percentage Rate to the unpaid portion of the
Amount Financed until all sums due under this contract are fully paid.
Payments will be applied first to any unpaid deferred downpayment, then to
the finance charges and then to repay the Amount Financed.

B. SIMPLE INTEREST CONTRACT: This is a simple interest contract. The Finance
Charge, Total of Payments and Payment Schedule shown may differ from the
amount you will ultimately have to pay if your payments are not received on
their exact due dates or the Seller adds amounts to the amount you owe for
any of the reasons stated below. For example, early payments would reduce
your final payments, while late payments and additions to the amount you owe
would increase it. Your final payment may also be different than the amount
shown if the Seller figured the Payment Schedule assuming equal monthly
payment periods and other factors permitted under the Truth in Lending Act.
Your promise to pay requires you to pay the final payment on the date due
even if it is different than the amount shown for any of these reasons.

C. SECURITY INTEREST: You hereby grant us a security interest under the
California Uniform Commercial Code in the vehicle and all parts or
accessories put on the vehicle and in all insurance premiums financed for you
or rebates from insurance premiums, service contracts, and in the proceeds of
any insurance policies covering the vehicle or credit or disability insurance
policies financed hereunder, which security interest secures all sums which
may become due under this contract, as well as any modifications, extensions,
renewals, amendments, or re-financing of it.

D. USE OF VEHICLE: You agree to keep the vehicle free of all taxes and liens,
except in favor of Seller, and not to use the vehicle--or permit the vehicle
to be used illegally, improperly, or for hire, or to expose the vehicle to
misuse, seizure, or confiscation, or other involuntary transfer, even if the
vehicle was not the subject of judicial or administrative action. You agree
not to make any material change in the vehicle or allow any material change
in it to be made, or to remove the vehicle, or allow it to be removed from
this State for a period in excess of 30 days or transfer any interest in the
vehicle. You agree to keep the vehicle in good working condition and make all
necessary repairs. You agree not to remove the vehicle, nor to permit its
removal, from this country. Although we are not obligated to do so, if we
elect to pay any liens, fees or taxes in connection with the vehicle, or to
expend any other amount to protect our interests in the vehicle, you will
reimburse us, at our option: (i) within 5 days of our demand upon you to do
so or (ii) we may add the dollar amount of any such liens, fees, taxes or
other charges we pay to the balance of this contract, accruing interest, from
the time we pay such amounts until the time you pay them to us, at the annual
percentage rate shown on the face of this contract, with such dollar amount
and interest due at maturity of this contract or in monthly installments due
on the remaining payment dates shown on the face of this contract, as we
might choose.

E. INSURANCE: You agree to keep the vehicle insured in favor of us with a
policy satisfactory to us, with comprehensive fire, theft and collision
coverage, insuring the vehicle in an amount sufficient to cover the value of
the vehicle. You agree to deliver the policies to us, and you agree that we
may (i) contact your insurance agent to verify coverage or to add us as a
loss payee or lienholder, (ii) make any claim under your insurance policy,
(iii) cancel the insurance on your default, and (iv) receive any payment of
loss or return premium, and apply the amounts received, at our option, to
replacement of the property or to your indebtedness under this Agreement,
including indebtedness not yet due. If you fail to maintain such insurance,
we may, at our option, procure such insurance to protect our interest in the
property, and you agree to pay for such insurance and finance charges on the
premiums at the annual percentage rate shown on the reverse, according to the
notice we send you. You agree that any insurance we purchase may be for the
protection of only our interest in the property, and may be for the remaining
term of the contract or any shorter period as we determine. You understand
that the insurance premiums may be higher if we must purchase insurance than
if you had purchased the insurance yourself. If insurance has been purchased
in connection with this contract, any difference between the amounts shown in
the Statement of Insurance for premiums which may arise from errors in
computation, classification, grouping or zoning, or changes in the type of
insurance shall be payable by you on demand. You agree that we can use any
proceeds from insurance to either repair or replace the vehicle or to reduce
your debt under this contract as we may decide. Whether or not the vehicle is
insured, you must pay for it if it is lost, damaged, or destroyed.

F. PREPAYMENT OF AMOUNT OWED: You may prepay all amounts due under this
contract at any time. In addition, if you fail to make any payment when due
or perform any other agreement provided for in this contract, we may, in
addition to other remedies, declare all sums immediately due and payable. If
you prepay, a portion of your balance payment will be credited first to
interest and the balance to the unpaid Amount Financed. Your next payment
will be due on the next regular installment date. If you prepay in full you
agree that we are entitled to a minimum finance charge as follows: (1) $25,
if the original Amount Financed does not exceed $1,000 (2) $50, if the
original Amount Financed is more than $1,000, but not more than $2,000 or (3)
$75, if the original Amount Financed is more than $2,000. Your obligation
will be determined, as applicable as of the date we are paid in full, or as
of the date we recover the vehicle's value through its disposition, or upon
entry of a court judgement for what you owe under this contract, or if we
elect to keep the vehicle in satisfaction of what you owe under this
contract, as of the date we take possession of the vehicle.

G. DEFAULT: If you breach any warranty or default in the performance in any
promise you make in this agreement, including, but not limited to, making of
any payment when due, or become insolvent, or file any proceeding under the
U.S. Bankruptcy Code, or upon your demise, or if the vehicle is damaged,
destroyed, or impounded, we may at our option and without notice or demand
(1) declare all unpaid sums immediately due and payable (2) file suit against
you for all unpaid sums (3) take immediate possession of the motor vehicle
(4) exercise any other legal or equitable remedy. Upon taking possession of
the motor vehicle and giving notice as provided by law, if you do not redeem
the vehicle, we will sell it at public or private sale. We may purchase the
vehicle at any sale. The proceeds of the sale will be applied first to the
expenses of retaking, reconditioning, storing and selling the property, and
the remainder will be applied to unpaid sums owing under this contract,
including collection costs and attorney fees. If there is any money left over
(surplus) it will be paid to you. If a balance still remains owing, you
promise to pay the same upon demand. If you default or breach this agreement
you agree to pay finance charges at the annual percentage rate shown on the
reverse side until all sums owing us are paid in full or judgement is
entered. Our remedies are cumulative and taking of any action shall not be a
waiver or prohibit us from pursuing any other remedy. You agree that upon
your default we shall be entitled to recover from you our reasonable
collection costs, including, but not limited to, an attorney's fee. In
addition, if we repossess your vehicle, you grant to us and our agents
permission to enter upon any premises owned by you. You agree we are entitled
to recover from you our reasonable costs and expenses arising out of that
repossession, including, but not limited to, any sums we pay third party
agents. With respect to any sums we are entitled to recover pursuant to the
previous two sentences, you will reimburse us, at our option: (i) within 5
days of our demand upon you to do so or (ii) we may add the dollar amount of
any such sums, costs and expenses to the balance of this contract, accruing
interest, from the time we pay such amounts until the time you pay them to
us, at the annual percentage rate shown on the face of this contract.

H. WARRANTIES OF BUYER: You promise that you have given true and correct
information in your application for credit, you have no knowledge that will
render that information untrue in the future, and you understand that we have
relied upon the correctness of that information in entering into this
agreement; that upon request you will provide us with documents and other
information necessary to verify any item of information contained in your
credit application; and, that you have given us a true payoff amount on any
vehicle traded in and that if it is not correct and is greater than the
amount shown in this contract, you will pay the excess to us upon demand.

I. POWER OF ATTORNEY: You hereby appoint us, as well as any of our appropriate
officers or other employees, as your attorney-in-fact, with full power of
substitution, to sign in your name, place and stead any and all Certificates
of Ownership, Registration Cards, applications, affidavits and/or any other
documents required or necessary to transfer or convey any and all right, title
and interest in and to the vehicle, to any person or persons, and to do and
perform any and all other acts necessary or incident to the execution of the
powers you hereby grant us, as fully and to all intents and purposes as
you might or could do if personally present. This grant of a power of
attorney, being coupled with an interest, is irrevocable until all your
obligations under this contract are fully satisfied or until judgment is
entered.

J. OTHER AGREEMENTS OF BUYER: (1) In the event the estimated Department of
Motor Vehicle fees are greater than the amount shown, you pay the excess to
us upon demand. If they are less, we will refund the excess to you. (2) You
agree that if we accept monies in sums less than those due or make extensions
of due dates of payments under this contract, doing so will not be a waiver
of any later right to enforce the contract terms as written. (3) We may
charge you a $15.00 fee for the return by a depository institution of a
dishonored check, negotiable order of withdrawal or share draft issued in
connection with any payment due under this contract. (4) If the vehicle is
repossessed we may store personal property found in the vehicle for your
account and at your expense, as permitted by law, and if you do not claim the
property within 60 days after repossession, we may dispose of the personal
property in any manner we deem appropriate without liability to you. (5) If
your payment is more than 10 days late you may be charged 5% of the late
amount. (6) You will allow us to inspect the vehicle at any reasonable time
and notify us of any change of your address within 30 days. (7) If we
transfer this contract to an assignee you will be given notice thereof, and
you agree that the assignee will have all our rights and remedies under this
contract and you agree to pay all that is still owed under this contract at
the times, and in the amounts, to the assignee. (8) That all of the
agreements between us and you are set forth in this contract and no
modification of this contract shall be valid unless it is made in writing and
signed by you and us. (9) You have not requested confidentiality of your
residence address and by signing this contract waive the provisions of
section 1808.21 of the Vehicle Code and authorize the Department of Motor
Vehicles to furnish your current residence address to the holder of this
contract until it is paid in full. (10) Upon payment of this contract in full
we may endorse the Certificate of Title and send it to any of you. (11) That
any provision of this contract which may be held invalid shall not mean that
this contract is unenforceable and the remaining provisions shall continue to
be binding.

K. RESCISSION RIGHTS: (1) Buyer agrees to furnish seller any documentation
necessary to verify information contained in the credit application of buyer.
(2) Buyer acknowledges that it may take a few days for seller to verify the
credit of buyer and assign the contract. In consideration of seller agreeing
to deliver the vehicle, buyer agrees that if seller is unable to assign the
contract to any one of the financial institutions with whom seller regularly
does business pursuant to terms of assignment acceptable to seller, seller
may elect to rescind the contract. (3) In the event seller elects to rescind
the contract, seller shall, within ten days of the date of the contract, give
buyer notice of the rescission. Such notice is deemed given upon deposit of a
written notice in the United States mail directed to buyer at the address of
buyer stated in the contract or upon any other manner in which actual notice
is given to buyer. Upon receipt of such notice, buyer shall immediately
return the vehicle to seller in the same condition as when sold, reasonable
wear and tear excepted, and the contract shall then be deemed rescinded.
Seller agrees, upon rescission of the contract, to restore to buyer all
consideration received in connection with the contract, including any
trade-in vehicle. (4) In the event the vehicle is not immediately returned to
seller upon notice of seller's election to rescind the contract, buyer shall
be liable to seller for all expenses incurred by seller in obtaining
possession of the vehicle, including attorney's fees, and seller shall have
the right to repossess the vehicle with free right of entry wherever the
vehicle may be found. (5) While in possession of buyer, all terms of the
contract, including those relating to use of the vehicle and insurance for
the vehicle, shall be in full force and all risk of loss or damage to the
vehicle shall be assumed by buyer who shall pay all reasonable repair costs
related to any damage sustained by the vehicle while in the possession or
control of buyer and until the vehicle is returned to seller.

L. DELAY IN ENFORCEMENT: We can delay or waive enforcement of any of our
rights under this contract without losing them.

M. SELLER'S WARRANTIES: We disclaim any warranty or representation as to the
accuracy of the mileage on the odometer. We do not warrant the correctness of
the year of manufacture or model of said vehicle. You agree that you have
verified the description of the vehicle to your satisfaction and there is no
warranty as to the correctness of the description of the vehicle. UNLESS YOU
HAVE BEEN GIVEN AN EXPRESS WARRANTY IN WRITING, THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE MERCHANTABILITY, SUITABILITY, FITNESS
FOR PURPOSE, OR OTHERWISE CONCERNING THE VEHICLE, PARTS OR ACCESSORIES
DESCRIBED HEREIN.

                                      NOTICE

ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     If you have purchased credit disability insurance in connection with
this transaction, the following claim procedures apply

                              CLAIM PROCEDURE

     If you become disabled, tell us (your creditor) right away. (We advise
you to send this information to the same address to which you are normally
required to send your payments, unless a different address or telephone
number is given to you in writing by us at the location where we would like
to be notified.) We will tell you where to get claim forms. Send in the
completed form to the insurance company as soon as possible and tell us as
soon as you do. If your disability insurance covers all of your missed
payment, WE CANNOT TRY TO COLLECT WHAT YOU OWE OR FORECLOSE UPON OR REPOSSESS
ANY COLLATERAL UNTIL THREE CALENDAR MONTHS AFTER your first missed payment is
due or until the insurance company pays or rejects your claim, whichever
comes first. We can, however, try to collect, foreclose, or repossess if you
have money due and owing us or are otherwise in default when your disability
claim is made or if a senior mortgage or lienholder is foreclosing.

     If the insurance company pays the claim within three calendar months, we
must accept the money as though you paid on time. If the insurance company
rejects the claim within three calendar months or accepts the claim within
the three calendar months as a partial disability and pays less than for a
total disability, you will have 35 days from the date that the rejection or
the acceptance of the partial disability claim is sent to pay past due
payments, or the difference between past due payments and what the insurance
company pays for the partial disability, plus late charges. You can contact
us, and we will tell you how much you owe. After that time, we can take
action to collect or foreclose or repossess any collateral you may have
given. If the insurance company accepts your claim but requires that you send
in additional forms to remain eligible for continued payments, you should
send these completed additional forms no later than required. If you do not
send in these forms on time, the insurance company may stop paying, and we
will then be able to take action to collect or foreclose or repossess any
collateral you may have given.

                            NOTICE TO BUYER:

(1) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACES TO BE FILLED IN. (2) YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY
OF THIS AGREEMENT. (3) YOU CAN PREPAY THE FULL AMOUNT DUE UNDER THIS
AGREEMENT AT ANY TIME. (4) IF YOU DEFAULT IN THE PERFORMANCE OF YOUR
OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY BE REPOSSESSED AND YOU MAY
BE SUBJECT TO SUIT AND LIABILITY FOR THE UNPAID INDEBTEDNESS EVIDENCED BY
THIS AGREEMENT.

Smog Exemption Notification: If this is a new motor vehicle you may, at the
time of application for registration, obtain a certificate of exemption from
the first biennial smog inspection if you make a donation in an amount
determined by the Department of Consumer Affairs, not to exceed $50.00.


<Page>

                                  LAW(TM) 552 1/95

LAW(TM) FORM NO. 552 CALIF. (REV 1/95) US PATENT NO D342957, & OTHER PATENTS
PENDING  LAW PRINTING AUTOMOTIVE PRODUCTS CALL (800)422-3102 -C- 1994 THE
REYNOLDS AND REYNOLDS COMPANY             1/97

                            LINE UP COMPUTER PRINTER SQUARELY WITH BRACKET BELOW

<Table>
<S><C>

PRE-COMPUTED (ADD-ON) INTEREST MOTOR VEHICLE CONTRACT AND SECURITY AGREEMENT
--------------------------------------------------------------------------
BUYER'S NAME                                              DATE OF CONTRACT   STOCK NO.________________
                                                                             Source __________________
--------------------------------------------------------------------------   Salesman ________________
BUYER'S RESIDENCE OR PLACE OF BUSINESS         ZIP CODE   AGREEMENT No.      Date ____________________
                                                                             Bus. Phone ______________
--------------------------------------------------------------------------   Res. Phone ______________
CO-BUYER'S NAME AND ADDRESS

--------------------------------------------------------------------------

In this contract the words "we," "us" and "our" refer to the creditor (seller) named below or, upon any
assignment, its assignee. The words "you" and "your" refer to the buyer and co-buyer if any named herein.
We sell you the motor vehicle described below on credit. The credit price is shown below as the "Total
Sale Price." The "Cash Price" is also shown below. By signing this contract you choose to buy the "vehicle"
on credit and agree to pay the Total Sale Price, according to the schedules, terms and agreements shown
on the front and back of this contract. If this contract is signed by a buyer and co-buyer, each is
individually and together responsible for all agreements in the contract.

SEE OTHER SIDE FOR ADDITIONAL TERMS AND AGREEMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
NEW/USED    YEAR     MAKE     CYL.   DIESEL   GAS   OTHER  BODY STYLE   MODEL    ODOMETER READING     VEHICLE IDENTIFICATION NUMBER

         --------------------------------------------------------------------------------------------------------------------------
         COLOR           TRIM           TIRES        TRANS       KEY NO.           LIC. NO.          R.O.S. NO.

-----------------------------------------------------------------------------------------------------------------------------------
                              DISCLOSURES PURSUANT TO THE TRUTH-IN-LENDING ACT
-----------------------------------------------------------------------------------------------------------------------------------
         ANNUAL             FINANCE CHARGE          AMOUNT FINANCED           TOTAL OF PAYMENTS             TOTAL SALE PRICE
   PERCENTAGE RATE        The dollar amount the  The amount of credit      The amount you will have      The total cost of your
The cost of your credit   credit will cost you.  provided to you or on     paid after you have made all  purchase on credit,
as a yearly rate.                                your behalf.              payments as scheduled.        including your down
                                                                                                         payment of $___________.

                      %   $                      $                         $                             $
-----------------------------------------------------------------------------------------------------------------------------------
YOUR PAYMENT SCHEDULE WILL BE:
-----------------------------------------------------------------------------------------------------------------------------------
          Number of Payments:                      Amount of Payments:               When Payments Are Due:
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
One Payment of
-----------------------------------------------------------------------------------------------------------------------------------
        Payments                                                              Monthly, beginning
-----------------------------------------------------------------------------------------------------------------------------------
One Final Payment
-----------------------------------------------------------------------------------------------------------------------------------
SECURITY: You are giving a security interest in the goods or property being purchased.
LATE CHARGES: If any payment is more than 10 days late you may be charged 5% of the late amount.
PREPAYMENT: If you pay early, you may be entitled to a refund of part of the finance charge.
See your contract documents for any additional information about nonpayment, default, any
required prepayment in full before the scheduled date and prepayment refunds.
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

NOTICES: The names and addresses of all persons to whom the notices required
or permitted by law to be sent are set forth at the top of this form.

IF YOU ARE BUYING A USED VEHICLE WITH THIS CONTRACT, AS INDICATED IN THE
DESCRIPTION OF THE VEHICLE ABOVE, FEDERAL REGULATION MAY REQUIRE A SPECIAL
BUYERS GUIDE TO BE DISPLAYED ON THE WINDOW.

THE INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS
CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN
THE CONTRACT OF SALE.
--------------------------------------------------------------------------------
                               STATEMENT OF INSURANCE
NOTICE: NO PERSON IS REQUIRED AS A CONDITION OF FINANCING THE PURCHASE OF A
MOTOR VEHICLE TO PURCHASE, OR NEGOTIATE, ANY INSURANCE THROUGH A PARTICULAR
INSURANCE COMPANY, AGENT OR BROKER.
You have requested Seller to include in the balance due under this agreement
the following insurance. Insurance is to expire WITH / / BEFORE / / AFTER / /
the due date of the final installment. Buyer requests seller to procure
insurance upon the described property against fire, theft, and collision for
the term of this agreement. Any insurance will not be in force until accepted
by the insurance carrier.                                   Premium

$____________ DED., COMP., FIRE & THEFT ________ Mos. $__________________
$_______________ DEDUCTIBLE COLLISION   ________ Mos. $__________________
BODILY INJURY $________________ LIMITS  ________ Mos. $__________________
PROPERTY DAMAGE $______________ LIMITS  ________ Mos. $__________________
MEDICAL ______________________________  ________ Mos. $__________________
______________________________________  ________ Mos. $__________________
                    TOTAL VEHICLE INSURANCE PREMIUMS  $________________(a)
The foregoing declarations are hereby acknowledged.

                     X                       X
___________________________________________________________________________
DATE                   SELLER                   BUYER
-------------------------------------------------------------------------
             CREDIT INSURANCE AUTHORIZATION AND APPLICATION
You voluntarily request the credit insurance checked below, if any, and
understand that such insurance is not required. You acknowledge disclosure
of the cost of such insurance and authorize it to be included in the
balance payable under the security agreement. Any returned or refunded credit
insurance premiums shall be applied to sums due under this contract.
Only the persons whose names are signed below are insured.

CREDIT LIFE ________________________ Mos. Premium $_______________________
JOINT LIFE _________________________ Mos. Premium $_______________________
CREDIT DISABILITY___________________ Mos. Premium $_______________________
                 TOTAL CREDIT INSURANCE PREMIUMS  $_______________________(b)

/ / You want Credit Life Insurance / / You do not want Credit Life Insurance
/ / You want Credit Disability Insurance (Primary Buyer Only)
/ / You do not want Credit Disability Insurance
/ / You want Joint Credit Life Insurance
You are applying for the credit insurance marked above. Your signature below
means that you agree that: (1) You are not eligible for insurance if you have
reached your 65th birthday. (2) You are eligible for disability insurance
only if you are working for wages or profit 30 hours a week or more on the
Effective Date. (3) Only the Primary Buyer is eligible for disability
insurance.

DISABILITY INSURANCE MAY NOT COVER CONDITIONS FOR WHICH YOU HAVE SEEN A
DOCTOR OR CHIROPRACTOR IN THE LAST 6 MONTHS (refer to "Total Disabilities Not
Covered" in your policy or certificate for details).

                       X
___________________________________________________________________________
DATE                     PRIMARY BUYER                         AGE

                       X
___________________________________________________________________________ ID-1
DATE                     CO-BUYER                              AGE

                            BROKER FEE DISCLOSURE
IF THIS CONTRACT REFLECTS THE RETAIL SALE OF A NEW MOTOR VEHICLE THE SALE IS NOT
SUBJECT TO A FEE RECEIVED BY AN AUTOBROKER UNLESS THE FOLLOWING BOX IS CHECKED:
/ / NAME OF AUTOBROKER RECEIVING FEE, IF APPLICABLE:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         NOTICE OF RESCISSION RIGHTS
If buyer signs here, the provisions of paragraph "K" on the reverse side shall
be applicable to this contract.
BUYER'S
SIGNATURE X_____________________________________________________________________
CO-BUYER'S
SIGNATURE X_____________________________________________________________________


    ITEMIZATION OF AMOUNT FINANCED
    A. Cash Price Motor Vehicle and Accessories.. $_________________(A)
       1. Cash Price Vehicle..... $______________
       2. Cash Price Accessories. $______________
    B. Document Preparation Charge............... $_________________(B)(not a
                                                                    governmental
                                                                    fee)
    C. Smog Fee Paid to Seller................... $_________________(C)
    D. Smog Exemption Donation Fee............... $_________________(D)(paid to
                                                                       State)
    E. Sales Tax (on A+B+C)...................... $_________________(E)
1.  F. Luxury Tax................................ $_________________(F)
    G. Service Contract (optional)............... $_________________(G)
    H. Other..................................... $_________________(H)
       To whom paid_______________________________________

    TOTAL CASH PRICE (A to H)............................ $_________________(1)
    AMOUNTS PAID TO PUBLIC OFFICIALS
    A. License................................... $_________________(A)
    B. Registration.............................. $_________________(B)
2.  C. Smog Impact Fee........................... $_________________(C)
    TOTAL OFFICIAL FEES (A+B+C).......................... $_________________(2)

3.  AMOUNT PAID TO INSURANCE COMPANIES:
    (Total premiums per Statement of
    Insurance a+b)....................................... $_________________(3)

4.  SMOG CERTIFICATION FEE PAID TO STATE................. $_________________(4)

5.  TOTAL (1 TO 4)....................................... $_________________(5)
    A. Trade-In (Description)
    Yr ________  Make __________
    Model ______________________________________   $_________________(A)
    V.I.N. _______________________________________________
    Odometer ___________________
6.  B. Less Pay Off..............................  $_________________(B)
    C. TRADE-IN (A less B).......................  $_________________(C)
    D. Deferred downpayment due before second
       installment payment.......................  $_________________(D)
    E. MFR's Rebate..............................  $_________________(E)
    F. Remaining cash downpayment................  $_________________(F)
    TOTAL DOWNPAYMENT (6C+D+E+F)......................... $_________________(6)
7.  AMOUNT FINANCED (5 less 6)........................... $_________________(7)

--------------------------------------------------------------------------------
PREPAYMENT REFUND: Any refund for prepayment in full will be calculated as
follows:
/ / according to the Actuarial Method
/ / according to the Sum of the Periodic Time Balances
/ / according to the Rule of 7B's

(If no box is checked the method for calculating the prepayment refund will
be deemed to be the Sum of the Periodic Time Balances)

VEHICLE USE: / / Personal, Family or Household  / / Commercial or Agricultural

OFFICIAL FEES (Not Financed): The Buyer will pay the estimated fee(s) of
$________ to the appropriate public authority in order to transfer
registration after payment in full.

--------------------------------------------------------------------------------
SERVICE CONTRACT (Optional) You request a service contract written with the
following company for the term below. The cost is shown in item (1G) above.

Company___________________________________________ Term ________________ Months
Buyer X____________________________________         X__________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SELLER ASSISTED LOAN: FOR THIS LOAN, BUYER MAY BE REQUIRED TO PLEDGE SECURITY
AND WILL BE OBLIGATED FOR THE INSTALLMENT PAYMENTS ON BOTH THE SECURITY
AGREEMENT AND THE LOAN.

Proceeds of Loan - From _____________________________________________________
Amount $____________ Finance Charge $______________ Total $__________________
Payable __________ Installments of $_________________________________________
$_______________________________ from this loan is described in (6D) above.
--------------------------------------------------------------------------------

IF YOU HAVE A COMPLAINT CONCERNING THIS SALE, YOU SHOULD TRY TO RESOLVE IT
WITH THE SELLER.

COMPLAINTS CONCERNING UNFAIR OR DECEPTIVE PRACTICES OR METHODS BY THE SELLER
MAY BE REFERRED TO THE CITY ATTORNEY, THE DISTRICT ATTORNEY, OR THE
DEPARTMENT OF MOTOR VEHICLES, DIVISION OF INVESTIGATIONS AND OCCUPATIONAL
LICENSING, P.O. BOX 93289, SACRAMENTO, CALIFORNIA 94232-3890, OR ANY
COMBINATION THEREOF.

AFTER THIS CONTRACT IS SIGNED, THE SELLER MAY NOT CHANGE THE FINANCING OR
PAYMENT TERMS UNLESS YOU AGREE IN WRITING TO THE CHANGE. YOU DO NOT HAVE TO
AGREE TO ANY CHANGE, AND IT IS AN UNFAIR OR DECEPTIVE PRACTICE FOR THE SELLER
TO MAKE A UNILATERAL CHANGE.

BUYER'S SIGNATURE X___________________________  X___________________________

THE MINIMUM PUBLIC LIABILITY INSURANCE LIMITS PROVIDED IN LAW MUST BE MET BY
EVERY PERSON WHO PURCHASES A VEHICLE. IF YOU ARE UNSURE WHETHER OR NOT YOUR
CURRENT INSURANCE POLICY WILL COVER YOUR NEWLY ACQUIRED VEHICLE IN THE EVENT
OF AN ACCIDENT, YOU SHOULD CONTACT YOUR INSURANCE AGENT.

WARNING:

YOUR PRESENT POLICY MAY NOT COVER COLLISION DAMAGE OR MAY NOT PROVIDE FOR
FULL REPLACEMENT COSTS FOR THE VEHICLE BEING PURCHASED. IF YOU DO NOT HAVE
FULL COVERAGE, SUPPLEMENTAL COVERAGE FOR COLLISION DAMAGE MAY BE AVAILABLE TO
YOU THROUGH YOUR INSURANCE AGENT OR THROUGH THE SELLING DEALER. HOWEVER,
UNLESS OTHERWISE SPECIFIED, THE COVERAGE YOU OBTAIN THROUGH THE DEALER
PROTECTS ONLY THE DEALER, USUALLY UP TO THE AMOUNT OF THE UNPAID BALANCE
REMAINING AFTER THE VEHICLE HAS BEEN REPOSSESSED AND SOLD.

FOR ADVICE ON FULL COVERAGE THAT WILL PROTECT YOU IN THE EVENT OF LOSS OR
DAMAGE TO YOUR VEHICLE, YOU SHOULD CONTACT YOUR INSURANCE AGENT.
THE BUYER SHALL SIGN TO ACKNOWLEDGE THAT HE/SHE UNDERSTANDS THESE PUBLIC
LIABILITY TERMS AND CONDITIONS.

S/S X_____________________________   X_____________________________

                         THERE IS NO COOLING OFF PERIOD
CALIFORNIA LAW DOES NOT PROVIDE FOR A "COOLING OFF" PERIOD OR OTHER CANCELLATION
PERIOD FOR THIS SALE. THEREFORE, YOU CANNOT LATER CANCEL THIS CONTRACT SIMPLY
BECAUSE YOU CHANGE YOUR MIND, DECIDE THE VEHICLE COSTS TOO MUCH, OR WISH YOU
HAD ACQUIRED A DIFFERENT VEHICLE. AFTER YOU SIGN BELOW, YOU MAY ONLY CANCEL
THIS CONTRACT WITH THE AGREEMENT OF THE SELLER OR FOR LEGAL CAUSE, SUCH AS
FRAUD.
--------------------------------------------------------------------------------
BUYER ACKNOWLEDGES THAT (1) BEFORE SIGNING THIS CONTRACT BUYER
READ BOTH SIDES OF THIS AGREEMENT AND RECEIVED A LEGIBLE,
COMPLETELY FILLED-IN COPY OF THIS AGREEMENT; AND (2) BUYER HAS
RECEIVED A COPY OF EVERY OTHER DOCUMENT THAT BUYER SIGNED DURING
THE CONTRACT NEGOTIATION.

BUYER'S SIGNATURE X___________________ CO-BUYER'S SIGNATURE X __________________

Seller _______________________________ Address__________________________________


                                       By X______________Title_________


LAW(TM) FORM NO. 552 CALIF. (Rev 1/95) US PATENT NO D342957, & OTHER PATENTS
        PENDING LAW PRINTING AUTOMOTIVE PRODUCTS CALL (800)422-3102  -C- 1994
        THE REYNOLDS AND REYNOLDS COMPANY
        The Printer makes no warranty express or implied as to content or
        fitness for purpose of this form. Consult your own legal counsel.

   TRUTH IN LENDING COPY 1. GIVE TO BUYER PRIOR TO SIGNING. 2. BUYER AND SELLER
              SIGN THIS COPY AFTER CONTRACT IS SIGNED.

<Page>

                       ADDITIONAL TERMS AND AGREEMENTS

A. SECURITY INTEREST: You hereby grant us a security interest under the
California Uniform Commercial Code in the vehicle and all parts or
accessories put on the vehicle and in all insurance premiums financed for you
or rebates from insurance premiums, service contracts, and in the proceeds
of any insurance policies covering the vehicle or credit or disability
insurance policies financed hereunder, which security interest secures all
sums which may become due under this contract, as well as any modifications,
extensions, renewals, amendments, or re-financing of it.

B. USE OF VEHICLE: You agree to keep the vehicle free of all taxes and liens,
except in favor of Seller, and not to use the vehicle--or permit the vehicle
to be used illegally, improperly, or for hire, or to expose the vehicle to
misuse, seizure, or confiscation, or other involuntary transfer, even if the
vehicle was not the subject of judicial or administrative action. You agree
not to make any material change in the vehicle or allow any material change in
it to be made, or to remove the vehicle, or allow it to be removed from this
State for a period in excess of 30 days or transfer any interest in the
vehicle. You agree to keep the vehicle in good working condition and make all
necessary repairs. You agree not to remove the vehicle, nor to permit its
removal, from this country. Although we are not obligated to do so, if we
elect to pay any liens, fees or taxes in connection with the vehicle, or to
expend any other amount to protect our interests in the vehicle, you will
reimburse us, at our option: (i) within 5 days of our demand upon you to do
so or  (ii) we may add the dollar amount of any such liens, fees, taxes or
other charges we pay to the balance of this contract, accruing interest, from
the time we pay such amounts until the time you pay them to us, at the annual
percentage rate shown on the face of this contract, with such dollar amount
and interest due at maturity of this contract or in monthly installments due
on the remaining payment dates shown on the face of this contract, as we
might choose.

C. INSURANCE: You agree to keep the vehicle insured in favor of us with a
policy satisfactory to us, with comprehensive fire, theft and collision
coverage, insuring the vehicle in an amount sufficient to cover the value of
the vehicle. You agree to deliver the policies to us, and you agree that we
may (i) contact your insurance agent to verify coverage or to add us as a
loss payee or lienholder, (ii) make any claim under your insurance policy,
(iii) cancel the insurance on your default, and (iv) receive any payment of
loss or return premium, and apply the amounts received, at our option, to
replacement of the property or to your indebtedness under this Agreement,
including indebtedness not yet due. If you fail to maintain such insurance,
we may, at our option, procure such insurance to protect our interest in the
property, and you agree to pay for such insurance and finance charges on the
premiums at the annual percentage rate shown on the reverse, according to the
notice we send you. You agree that any insurance we purchase may be for the
protection of only our interest in the property, and may be for the remaining
term of the contract or any shorter period as we determine. You understand
that the insurance premiums may be higher if we must purchase insurance than
if you had purchased the insurance yourself. If insurance has been purchased
in connection with this contract, any difference between the amounts shown in
the Statement of Insurance for premiums which may arise from errors in
computation, classification, grouping or zoning, or changes in the type of
insurance shall be payable by you on demand. You agree that we can use any
proceeds from insurance to either repair or replace the vehicle or to reduce
your debt under this contract as we may decide. Whether or not the vehicle is
insured, you must pay for it if it is lost, damaged, or destroyed.

D. PREPAYMENT OF AMOUNT OWED: You may prepay all amounts due under this
contract at any time. If you fail to make any payment when due or perform any
other agreement provided for in this contract, we may, in addition to other
remedies, declare all sums immediately due and payable, subject to any right
to reinstatement as required by law. Upon prepayment, voluntary or otherwise,
any unearned finance charge less any amount needed to bring the earned
finance charge to a minimum of $25.00, will be credited or refunded to you.
No refund of less than $1.00 will be made.

E. DEFAULT: If you breach any warranty or default in the performance in any
promise you make in this agreement, including, but not limited to, making of
any payment when due, or become insolvent, or file any proceeding under the
U.S. Bankruptcy Code, or upon your demise, or if the vehicle is damaged,
destroyed, or impounded, we may at our option and without notice or demand
(1) declare all unpaid sums immediately due and payable (2) file suit against
you for all unpaid sums (3) take immediate possession of the motor vehicle
(4) exercise any other legal or equitable remedy. Upon taking possession of
the motor vehicle and giving notice as provided by law, if you do not redeem
the vehicle, we will sell it at public or private sale. We may purchase the
vehicle at any sale. The proceeds of the sale will be applied first to the
expenses of retaking, reconditioning, storing and selling the property, and the
remainder will be applied to unpaid sums owing under this contract, including
collection costs and attorney fees. If there is any money left over (surplus)
it will be paid to you. If a balance still remains owing, you promise to pay
the same upon demand. If you default or breach this agreement you agree to pay
finance charges at the annual percentage rate shown on the reverse side until
all sums owing us are paid in full or judgment is entered. Our remedies are
cumulative and taking of any action shall not be a waiver or prohibit us from
pursuing any other remedy. You agree that upon your default we shall be
entitled to recover from you our reasonable collection costs, including, but
not limited to, an attorney's fee. In addition, if we repossess your vehicle,
you grant to us and our agents permission to enter upon any premises owned by
you. You agree we are entitled to recover from you our reasonable costs and
expenses arising out of that repossession, including, but not limited to, any
sums we pay third party agents. With respect to any sums we are entitled to
recover pursuant to the previous two sentences, you will reimburse us, at our
option: (i) within 5 days of our demand upon you to do so or (ii) we may add
the dollar amount of any such sums, costs and expenses to the balance of this
contract, accruing interest, from the time we pay such amounts until the time
you pay them to us, at the annual percentage rate shown on the face of this
contract.

F. WARRANTIES OF BUYER: You promise that you have given true and correct
information in your application for credit, you have no knowledge that will
render that information untrue in the future, and you understand that we have
relied upon the correctness of that information in entering into this
agreement; that upon request you will provide us with documents and other
information necessary to verify any item of information contained in your
credit application, and, that you have given us a true payoff amount on any
vehicle traded in and that if it is not correct and is greater than the amount
shown in this contract, you will pay the excess to us upon demand.

G. POWER OF ATTORNEY: You hereby appoint us, as well as any of our appropriate
officers or other employees, as your attorney-in-fact, with full power of
substitution, to sign in your name, place and stead any and all Certificates
of Ownership, Registration Cards, applications, affidavits and/or any other
documents required or necessary to transfer or convey any and all right, title
and interest in and to the vehicle, to any person or persons, and to do and
perform any and all other acts necessary or incident to the execution of the
powers you hereby grant us, as fully and to all intents and purposes as
you might or could do if personally present. This grant of a power of
attorney, being coupled with an interest, is irrevocable until all your
obligations under this contract are fully satisfied or until judgment is
entered.

H. OTHER AGREEMENTS OF BUYER: (1) In the event the estimated Department of
Motor Vehicle fees are greater than the amount shown, you pay the excess to
us upon demand. If they are less, we will refund the excess to you. (2) You
agree that if we accept monies in sums less than those due or make extensions
of due dates of payments under this contract, doing so will not be a waiver
of any later right to enforce the contract terms as written. (3) We may
charge you a $15.00 fee for the return by a depository institution of a
dishonored check, negotiable order of withdrawal or share draft issued in
connection with any payment due under this contract. (4) If the motor vehicle
is repossessed we may store personal property found in the vehicle for your
account and at your expense, as permitted by law, and if you do not claim the
property within 60 days after repossession, we may dispose of the personal
property in any manner we deem appropriate without liability to you. (5) If
your payment is more than 10 days late you may be charged 5% of the late
amount. (6) You will allow us to inspect the motor vehicle at any reasonable
time and notify us of any change of your address within 30 days. (7) If we
transfer this contract to an assignee you will be given notice thereof, and
you agree that the assignee will have all our rights and remedies under this
contract and you agree to pay all that is still owed under this contract at
the times, and in the amounts, to the assignee. (8) That all of the
agreements between us and you are set forth in this contract and no
modification of this contract shall be valid unless it is made in writing and
signed by you and us. (9) You have not requested confidentiality of your
residence address and by signing this contract waive the provisions of
section 1808 21 of the Vehicle Code and authorize the Department of Motor
Vehicles to furnish your current residence address to the holder of this
contract until it is paid in full. (10) Upon payment of this contract in full
we may endorse the Certificate of Title and send it to any of you. (11) That
any provision of this contract which may be held invalid shall not mean that
this contract is unenforceable and the remaining provisions shall continue to
be binding.

I. DELAY IN ENFORCEMENT: We can delay or waive enforcement of any of our
rights under this contract without losing them.

J. SELLER'S WARRANTIES: We disclaim any warranty or representation as to the
accuracy of the mileage on the odometer. We do not warrant the correctness of
the year of manufacture or model of said vehicle. You agree that you have
verified the description of the vehicle to your satisfaction and there is no
warranty as to the correctness of the description of the vehicle. UNLESS YOU
HAVE BEEN GIVEN AN EXPRESS WARRANTY IN WRITING, THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE MERCHANTABILITY, SUITABILITY, FITNESS
FOR PURPOSE, OR OTHERWISE CONCERNING THE VEHICLE, PARTS OR ACCESSORIES
DESCRIBED HEREIN.

K. RESCISSION RIGHTS: (1) Buyer agrees to furnish seller any documentation
necessary to verify information contained in the credit application of buyer.
(2) Buyer acknowledges that it may take a few days for seller to verify the
credit of buyer and assign the contract. In consideration of seller agreeing
to deliver the vehicle, buyer agrees that if seller is unable to assign the
contract to any one of the financial institutions with whom seller regularly
does business pursuant to terms of assignment acceptable to seller, seller
may elect to rescind the contract. (3) In the event seller elects to rescind
the contract, seller shall, within ten days of the date of the contract, give
buyer notice of the rescission. Such notice is deemed given upon deposit of a
written notice in the United States mail directed to buyer at the address of
buyer stated in the contract or upon any other manner in which actual notice
is given to buyer. Upon receipt of such notice, buyer shall immediately return
the vehicle to seller in the same condition as when sold, reasonable wear and
tear excepted, and the contract shall then be deemed rescinded. Seller
agrees, upon rescission of the contract, to restore to buyer all
consideration received in connection with the contract, including any
trade-in vehicle. (4) In the event the vehicle is not immediately returned to
seller upon notice of seller's election to rescind the contract, buyer shall
be liable to seller for all expenses incurred by seller in obtaining
possession of the vehicle, including attorney's fees, and seller shall have
the right to repossess the vehicle with free right of entry wherever the
vehicle may be found. (5) While in possession of buyer, all terms of the
contract, including those relating to use of the vehicle and insurance for
the vehicle, shall be in full force and all risk of loss or damage to the
vehicle shall be assumed by buyer who shall pay all reasonable repair costs
related to any damage sustained by the vehicle while in the possession or
control of buyer and until the vehicle is returned to seller.

                                      NOTICE

ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

     If you have purchased credit disability insurance in connection with
this transaction, the following claim procedures apply

                              CLAIM PROCEDURE

     If you become disabled, tell us (your creditor) right away. (We advise
you to send this information to the same address to which you are normally
required to send your payments, unless a different address or telephone
number is given to you in writing by us at the location where we would like
to be notified.) We will tell you where to get claim forms. Send in the
completed form to the insurance company as soon as possible and tell us as
soon as you do. If your disability insurance covers all of your missed
payment, WE CANNOT TRY TO COLLECT WHAT YOU OWE OR FORECLOSE UPON OR REPOSSESS
ANY COLLATERAL UNTIL THREE CALENDAR MONTHS AFTER your first missed payment is
due or until the insurance company pays or rejects your claim, whichever
comes first. We can, however, try to collect, foreclose, or repossess if you
have money due and owing us or are otherwise in default when your disability
claim is made or if a senior mortgage or lienholder is foreclosing.

     If the insurance company pays the claim within three calendar months, we
must accept the money as though you paid on time. If the insurance company
rejects the claim within three calendar months or accepts the claim within
the three calendar months as a partial disability and pays less than for a
total disability, you will have 35 days from the date that the rejection or
the acceptance of the partial disability claim is sent to pay past due
payments, or the difference between past due payments and what the insurance
company pays for the partial disability, plus late charges. You can contact
us, and we will tell you how much you owe. After that time, we can take
action to collect or foreclose or repossess any collateral you may have
given. If the insurance company accepts your claim but requires that you send
in additional forms to remain eligible for continued payments, you should
send these completed additional forms no later than required. If you do not
send in these forms on time, the insurance company may stop paying, and we
will then be able to take action to collect or foreclose or repossess any
collateral you may have given.

                            NOTICE TO BUYER:

IF PREPAYMENT REFUND AS SHOWN ON THE REVERSE SIDE IS PURSUANT TO THE ACTUARIAL
METHOD, NOTICE A APPLIES. IN OTHER CASES, NOTICE B APPLIES.

A. NOTICE TO BUYER: (1) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF
IT CONTAINS ANY BLANK SPACES TO BE FILLED IN (2) YOU ARE ENTITLED TO A
COMPLETELY FILLED-IN COPY OF THIS AGREEMENT. (3) YOU CAN PREPAY THE FULL
AMOUNT DUE UNDER THIS AGREEMENT AT ANY TIME AND OBTAIN A PARTIAL REFUND OF
THE FINANCE CHARGE IF IT IS $1 OR MORE. (4) IF YOU DEFAULT IN THE PERFORMANCE
OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY BE REPOSSESSED AND
YOU MAY BE SUBJECT TO SUIT AND LIABILITY FOR THE UNPAID INDEBTEDNESS
EVIDENCED BY THIS AGREEMENT.

B. NOTICE TO BUYER: (1) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF
IT CONTAINS ANY BLANK SPACES TO BE FILLED IN (2) YOU ARE ENTITLED TO A
COMPLETELY FILLED-IN COPY OF THIS AGREEMENT. (3) YOU CAN PREPAY THE FULL
AMOUNT DUE UNDER THIS AGREEMENT AT ANY TIME AND OBTAIN A PARTIAL REFUND OF
THE FINANCE CHARGE IF IT IS ONE DOLLAR ($1) OR MORE. BECAUSE OF THE WAY THE
AMOUNT OF THE REFUND WILL BE FIGURED, THE TIME WHEN YOU PREPAY COULD INCREASE
THE ULTIMATE COST OF CREDIT UNDER THIS AGREEMENT. (4) IF YOU DEFAULT IN THE
PERFORMANCE OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE VEHICLE MAY BE
REPOSSESSED AND YOU MAY BE SUBJECT TO SUIT AND LIABILITY FOR THE UNPAID
INDEBTEDNESS EVIDENCED BY THIS AGREEMENT.

Smog Exemption Notification: If this is a new motor vehicle you may, at the
time of application for registration, obtain a certificate of exemption from
the first biennial smog inspection if you make a donation in an amount
determined by the Department of Consumer Affairs, not to exceed $50.00.

FORM NO. 552 (REV 1/95) BACKER PART 4--GOLDENROD
<Page>

Major Vehicle Retail Installment Contract--Illinois--with T-I-L Disclosure
Simple Interest - Fixed Rate
Form No. 0266850
Copyright 1989, ILLIANA FINANCIAL, INC. HICKORY HILLS, IL

              Reorder from ILLIANA FINANCIAL, INC., P.O BOX 1227
                 HICKORY HILLS, IL 60455-0227, (708) 598-9000

         RETAIL INSTALLMENT CONTRACT--MOTOR VEHICLE--SIMPLE INTEREST

                FEDERAL TRUTH-IN-LENDING DISCLOSURE STATEMENT

<Table>
<Caption>

ANNUAL       FINANCE      AMOUNT       TOTAL OF       TOTAL SALE PRICE
PERCENTAGE   CHARGE       FINANCED     PAYMENTS       The total cost of
RATE         The dollar   The amount   The amount     your purchase on
The cost of  amount the   of credit    you will have  credit, including
your credit  credit will  provided to  paid after     your downpayment of
as a yearly  cost you     you or on    you have made
rate                      your behalf  all payments
                                       as scheduled
<S>          <C>          <C>          <C>            <C>
                                                      $
                                                       -------------------
        %    $            $            $              $
--------------------------------------------------------------------------

YOUR PAYMENT SCHEDULE WILL BE.

Number of    Amount of    When Payments Are Due
Payments     Payments     monthly beginning
             $
             $

</Table>

SECURITY: You are giving a security interest in the goods being purchased and
in any moneys, credits or other property of yours in the possession of the
Assignee, on deposit or otherwise.

LATE CHARGE: If any payment is ten (10) days late, you will be charged i) 5%
of the installment if the installment is in excess of $200.00; or ii) $10.00
if the installment is for $200.00 or less.

PREPAYMENT: You have the right to prepay the unpaid balance in full or in
part at anytime without penalty.

See your contract terms below and on the reverse side for any additional
information about nonpayment, default, any required repayment in full before
the scheduled date, prepayment refunds and penalties and further information
about security interests.

<Table>
<Caption>

<S>                                                 <C>
No. _________________________________________
           ITEMIZATION OF AMOUNT FINANCED

Cash Price                                          $
                                                     -------------
Less Cash Down Payment                              $
                                                     -------------
Less Trade-in                                       $
                                                     -------------
            AMOUNTS PAID ON YOUR ACCOUNT

Unpaid Balance of Cash Price                        $
                                                     -------------
           AMOUNTS PAID TO OTHERS FOR YOU

Unpaid Balance Due on Trade-in                      $
                                                     -------------
(Paid to)
          --------------------------------------------------------
Insurance Companies                                 $
                                                     -------------
Public Officials                                    $
                                                     -------------
(License, Title & Taxes)

To                                                  $
   --------------------                              -------------
To                                                  $
   --------------------                              -------------
To                                                  $
   --------------------                              -------------

</Table>

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Seller
      --------------------------------------------------------------------------
      (Corporate Firm or Trade Name)  (Business Address)  (City)  (State)  (Zip)

Seller hereby sells and Buyer or Buyers, jointly and severally, hereby
purchase the following motor vehicle with accessories and equipment thereon
for the deferred payment price and on the terms set forth in this contract.
Buyer acknowledges delivery and acceptance of said motor vehicle in good
condition.

<Table>
<Caption>

---------------------------------------------------------------------------------------------------------------------------------
New or Used    Year     Make of Vehicle     Model     Body Style     No Cyl.  Serial Number     Body Color    Top Color   Key No.
---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>                 <C>       <C>            <C>      <C>               <C>           <C>         <C>

---------------------------------------------------------------------------------------------------------------------------------

</Table>

Extra Equipment (Check)

/ / Automatic Trans.
/ / Air Conditioner
/ / Cruise Control
/ / Power Steering
/ / Power Brakes
/ / Diesel
/ / Power Seat
/ / Power Windows
/ / T-Top
/ / AM-FM Stereo
/ / AM Radio
/ / Sunroof
/ / Tape Deck
/ / Bucket Seats
/ / Accessory Group No. ________________
/ / 4 Speed Trans.
/ / _____________________

SECURITY INTEREST: Seller is granted a purchase-money security interest in
the motor vehicle described above and all accessions under the Illinois
Uniform Commercial Code until the Amount Financed, together with the Finance
Charge, other charges due hereunder, and all future indebtedness from taxes,
liens, repairs and insurance premiums advanced by holder hereunder are paid
in full. Buyer grants assignee the right of set-off or lien on any moneys,
credits or other property of Buyer in the possession of the Assignee, on
deposit or otherwise, excepting IRA or similar deposits.

Buyer promises to pay to Seller at the offices of:

LONG BEACH ACCEPTANCE CORPORATION (Assignee) Located in _________________,
the Amount Financed shown above together with a Finance Charge on the
principal balance of the Amount Financed from time to time unpaid at the
rate of ____% per annum from date until maturity in ______installments of
$_______each and a final installment of $______, beginning on ____________,
19___ and continuing on the same day of each successive month thereafter
until fully paid. All payments shall be applied first to accrued Finance
Charge and the balance to principal. The actual amount of my final payment
may be more or less than the scheduled payment, depending on my record of
payments. Guarantor, if any, guarantees collection of all amounts due under
this contract upon failure of the Seller to collect from the Buyer named
herein.

ACCELERATION: Buyer agrees that (1) if Buyer shall default in the payment of
any installment or any other indebtedness due hereon; or (2) Buyer shall fail
to perform any agreement or warranty made by Buyer herein, or (3) if the
motor vehicle shall be lost, stolen, substantially damaged, destroyed, sold,
encumbered, removed, concealed, attached or levied upon; or (4) if the motor
vehicle shall be seized or forfeited for violation of any law or ordinance,
State, Federal or Municipal; or (5) a proceeding under any bankruptcy or
insolvency statute shall be instituted by or against Buyer or Buyer's
business or property, or Buyer shall make an assignment for the benefit of
creditors; or (6) if Buyer shall die or be adjudged incompetent; or (7) if
Buyer shall fail to keep the motor vehicle fully insured for the entire term
of this contract, the holder may declare all unpaid installments of the
Amount Financed, together with the accrued Finance Charge, and all other
indebtedness secured hereby immediately due and payable, without notice or
demand.

PREPAYMENT: THE BUYER MAY PREPAY IN FULL OR IN PART THE UNPAID BALANCE OF THE
CONTRACT AT ANY TIME WITHOUT PENALTY.

DELINQUENCY CHARGE: If any payment is ten (10) days late, you will be
charged: i) 5% of the installment if the installment is in excess of $200.00;
or ii) $10.00 if the installment is for $200.00 or less. In addition, Buyer
agrees to pay reasonable attorneys' fees, costs and expenses incurred in the
collection or enforcement of the debt or in realizing on the collateral.
Buyer agrees to Finance Charges after maturity of the final installment, or
after acceleration upon default, at the Annual Percentage Rate stated herein
so long as there exists any uncured default hereunder, all without relief
from valuation or appraisement laws.

INSURANCE AGREEMENT: Automobile Physical Damage or Loss insurance is
required by Seller. Buyer may choose the person through whom the insurance is
to be obtained. If such insurance is to be obtained through Seller, the cost
for a term of _______ months will be $_______.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
                OTHERS IS NOT INCLUDED IN THIS CONTRACT

CREDIT INSURANCE IS NOT REQUIRED BY SELLER NOR IS IT A FACTOR IN APPROVAL OF
THE EXTENSION OF CREDIT. No credit insurance is to be provided unless the
Buyer signs the appropriate authorization below. Group Credit Insurance is
available for the term of the credit upon acceptance by insurer at the
following costs:

     Credit Life Insurance $___________  Credit Disability Insurance $__________

I desire Credit Life and Disability Insurance.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I desire Credit Life Insurance only.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I DO NOT want Credit Life or Disability Insurance

------------------------------------------------------------
(Signature)

------------------------------------------------------------
(Signature)

SEE REVERSE HEREOF FOR INFORMATION ON POSSIBLE REFUND OF CREDIT LIFE OR
DISABILITY INSURANCE PREMIUM.

             NOTICE OF PROPOSED GROUP CREDIT LIFE INSURANCE

If a charge is made above for credit life insurance and if such insurance is
to be procured by assignee, the undersigned takes notice that the decreasing
term insurance written under a Group Credit Life Insurance Policy is to be
purchased on the life of the Buyer or Buyers who signed above requesting it,
subject to acceptance by the insurer and issuance of a certificate by

---------------------------------------------------------------------------
          (Insurer)                      (Home Office Address)

The amount of premium is shown above. The term of insurance will commence on
the date of this contract and expire on the originally scheduled maturity
date of the indebtedness. The initial amount of insurance will be equal to
the initial indebtedness and will decrease as any payment is made on the
indebtedness in an amount computed by multiplying the amount of the payment
by the ratio of initial insurance over the initial indebtedness. The proceeds
of any insurance paid will be applied to reduce or extinguish the
indebtedness. If insurance is terminated prior to the scheduled maturity date
of the indebtedness, any premium refund will be paid or credited promptly to
the person entitled thereto. Refund formula is on file with the Director of
Insurance and with creditor. All of the foregoing is subject to the
provisions of the certificate of insurance to be issued.

BUYER AGREES THAT THE PROVISIONS ON THE REVERSE SIDE HEREOF SHALL CONSTITUTE
A PART OF THIS RETAIL INSTALLMENT CONTRACT AND BE INCORPORATED HEREIN.

IF THIS CONTRACT EVIDENCES THE SALE OF A USED MOTOR VEHICLE (1) BUYER
ACKNOWLEDGES RECEIPT OF THE ORIGINAL OR A TRUE COPY OF THE "BUYER'S GUIDE"
FORM DISPLAYED BY SELLER ON THE SIDE WINDOW OF THE USED VEHICLE; AND (2) THE
INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS USED VEHICLE IS A PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
PROVISIONS IN THE CONTRACT OF SALE.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE
IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS
AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. A DOCUMENTARY FEE MAY
NOT EXCEED $40.00 AND SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO
THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE
INDEX. THIS NOTICE IS REQUIRED BY LAW.

NOTICE TO THE BUYER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE
AGREEMENT YOU SIGN; 3. UNDER THE LAW YOU HAVE THE RIGHT, AMONG OTHERS, TO PAY
IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN UNDER CERTAIN CONDITIONS A
PARTIAL REFUND OF THE FINANCE CHARGE. BUYER ACKNOWLEDGES RECEIPT OF A FULLY
COMPLETED COPY OF THIS CONTRACT EXECUTED BY BOTH SELLER AND BUYER. GUARANTOR,
IF ANY, ACKNOWLEDGES RECEIPT OF COMPLETED COPIES OF THIS CONTRACT AND OF
EXPLANATION OF GUARANTOR'S OBLIGATION.


Dated: ____________________  19___         RETAIL INSTALLMENT CONTRACT
Seller: __________________________
By: ______________________________      Buyer _____________________________
                           Title
Guarantor ________________________      Buyer _____________________________
I, hereby guarantee the collection            Instruction  If parent or spouse
of the above described amount upon            is a co-buyer, sign above Co-
failure of the seller named herein            signers other than parent or
to collect said amount from the               spouse co-buyer, sign on
buyer named herein.                           Guarantor line below.

COPYRIGHT 1989   ILLIANA FINANCIAL, INC. HICKORY HILLS, IL AND ILLINOIS
BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

Form No. 0266850 IL MV (6/95)

<Page>

<Table>
<S><C>
(Check)
         / / Air Conditioner  / / Power Brakes  / / Power Windows  / / AM Radio / / Bucket Seats / / __________

         / / Cruise Control   / / Diesel        / / T-Top          / / Sunroof  / / Accessory Group No. _______

</Table>

SECURITY INTEREST: Seller is granted a purchase-money security interest in
the motor vehicle described above and all accessions under the Illinois
Uniform Commercial Code until the Amount Financed, together with the Finance
Charge, other charges due hereunder, and all future indebtedness for taxes,
liens, repairs and insurance premiums advanced by holder hereunder are paid
in full. Buyer grants assignee the right of set-off or lien on any moneys,
credits or other property of Buyer in the possession of the Assignee, on
deposit or otherwise, excepting IRA or similar deposits.

Buyer promises to pay to Seller at the offices of:
LONG BEACH ACCEPTANCE CORPORATION   (Assignee) located in                  ,
the Amount Financed shown above together with a Finance Charge on the
principal balance of the Amount Financed from time to time unpaid at the
rate of ______% per annum from date until maturity in _______ installments of
$________ each and a final installment of $___________, beginning on
_______________, 19__ and continuing on the same day of each successive month
thereafter until fully paid. All payments shall be applied first to accrued
Finance Charge and the balance to principal. The actual amount of my final
payment may be more or less than the scheduled payment, depending on my
record of payments. Guarantor, if any, guarantees collection of all amounts
due under this contract upon failure of the Seller to collect from the Buyer
named herein.

ACCELERATION: Buyer agrees that (1) if Buyer shall default in the payment of
any installment or any other indebtedness due hereon; or (2) Buyer shall fail
to perform any agreement or warranty made by Buyer herein; or (3) if the
motor vehicle shall be lost, stolen, substantially damaged, destroyed, sold,
encumbered, removed, concealed, attached or levied upon; or (4) if the motor
vehicle shall be seized or forfeited for violation of any law or ordinance,
State, Federal or Municipal; or (5) a proceeding under any bankruptcy or
insolvency statute shall be instituted by or against Buyer or Buyer's
business or property, or Buyer shall make an assignment for the benefit of
creditors; or (6) if Buyer shall die or be adjudged incompetent; or (7) if
Buyer shall fail to keep the motor vehicle fully insured for the entire term
of this contract, the holder may declare all unpaid installments of the
Amount Financed, together with the accrued Finance Charge, and all other
indebtedness secured hereby immediately due and payable, without notice or
demand.

PREPAYMENT: THE BUYER MAY PREPAY IN FULL OR IN PART THE UNPAID BALANCE OF THE
CONTRACT AT ANY TIME WITHOUT PENALTY.

DELINQUENCY CHARGE If any payment is ten (10) days late, you will be charged:
i) 5% of the installment if the installment is in excess of $200.00; or ii)
$10.00 if the installment is for $200.00 or less. In addition, Buyer agrees
to pay reasonable attorneys' fees, costs and expenses incurred in the
collection or enforcement of the debt or in realizing on the collateral.
Buyer agrees to pay Finance Charges after maturity of the final installment,
or after acceleration upon default, at the Annual Percentage Rate stated
herein so long as there exists any uncured default hereunder, all without
relief from valuation or appraisement laws.

INSURANCE AGREEMENT. Automobile Physical Damage or Loss insurance is required
by Seller. Buyer may choose the person through whom the insurance is to be
obtained. If such insurance is to be obtained through Seller, the cost for a
term of _______ months will be $________.

 LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
                     OTHERS IS NOT INCLUDED IN THIS CONTRACT

CREDIT INSURANCE IS NOT REQUIRED BY SELLER NOR IS IT A FACTOR IN APPROVAL OF
THE EXTENSION OF CREDIT. No credit insurance is to be provided unless the
Buyer signs the appropriate authorization below. Group Credit Insurance is
available for the term of the credit upon acceptance by insurer at the
following costs:

Credit Life Insurance $_______________   Credit Disability Insurance $_________

<Table>
<S>                                           <C>                                          <C>
I desire Credit Life and                        I desire Credit Life                         I DO NOT want Credit Life or
  Disability Insurance                             Insurance only                                Disability Insurance


----------------   -----------------------    ----------------   -----------------------  --------------------------------------
(Age of insured)   (Signature)                (Age of insured)   (Signature)              (Signature)


----------------   -----------------------    ----------------   -----------------------  --------------------------------------
(Age of insured)   (Signature)                (Age of insured)   (Signature)              (Signature)

</Table>

SEE REVERSE HEREOF FOR INFORMATION ON POSSIBLE REFUND OF CREDIT LIFE OR
DISABILITY INSURANCE PREMIUM.


--------------------------------------------------------------------------------

                   NOTICE OF PROPOSED GROUP CREDIT LIFE INSURANCE

If a charge is made above for credit life insurance and if such insurance is
to be procured by assignee, the undersigned takes notice that the decreasing
term insurance written under a Group Credit Life Insurance Policy is to be
purchased on the life of the Buyer or Buyers who signed above requesting it,
subject to acceptance by the insurer and issuance of a certificate by

-------------------------------------------------------------------------------
        (Insurer)                         (Home Office Address)

The amount of premium is shown above. The term of insurance will commence on
the date of this contract and expire on the originally scheduled maturity
date of the indebtedness. The initial amount of insurance will be equal to
the initial indebtedness and will decrease as any payment is made on the
indebtedness in an amount computed by multiplying the amount of the payment
by the ratio of initial insurance over the initial indebtedness. The proceeds
of any insurance paid will be applied to reduce or extinguish the
indebtedness. If insurance is terminated prior to the scheduled maturity date
of the indebtedness, any premium refund will be paid or credited promptly to
the person entitled thereto. Refund formula is on file with the Director of
Insurance and with creditor. All of the foregoing is subject to the
provisions of the certificate of insurance to be issued.
--------------------------------------------------------------------------------

BUYER AGREES THAT THE PROVISIONS ON THE REVERSE SIDE HEREOF SHALL CONSTITUTE
A PART OF THIS RETAIL INSTALLMENT CONTRACT AND BE INCORPORATED HEREIN.

IF THIS CONTRACT EVIDENCES THE SALE OF A USED MOTOR VEHICLE (1) BUYER
ACKNOWLEDGES RECEIPT OF THE ORIGINAL OR A TRUE COPY OF THE "BUYERS GUIDE"
FORM DISPLAYED BY SELLER ON THE SIDE WINDOW OF THE USED VEHICLE; AND (2) THE
INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS USED VEHICLE IS A PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
PROVISIONS IN THE CONTRACT OF SALE.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE
IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS
AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. A DOCUMENTARY FEE MAY
NOT EXCEED $40.00 AND SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO
THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE
INDEX. THIS NOTICE IS REQUIRED BY LAW.

NOTICE TO THE BUYER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF
IT CONTAINS ANY BLANK SPACES; 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE
AGREEMENT YOU SIGN; 3. UNDER THE LAW YOU HAVE THE RIGHT, AMONG OTHERS, TO PAY
IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN UNDER CERTAIN CONDITIONS A
PARTIAL REFUND OF THE FINANCE CHARGE. BUYER ACKNOWLEDGES RECEIPT OF A FULLY
COMPLETED COPY OF THIS CONTRACT EXECUTED BY BOTH SELLER AND BUYER. GUARANTOR,
IF ANY, ACKNOWLEDGES RECEIPT OF COMPLETED COPIES OF THIS CONTRACT AND OF
EXPLANATION OF GUARANTOR'S OBLIGATION.

Dated:__________________________ 19__
                                              RETAIL INSTALLMENT CONTRACT
Seller:______________________________

By:__________________________________  Buyer__________________________________
                              Title

Guarantor____________________________  Buyer__________________________________
I hereby guarantee the collection of   Instruction: If parent or spouse is a
the above described amount upon        co-buyer, sign above. Co-signers
failure of the seller named herein to  other than parent or spouse co-buyer,
collect said amount from the buyer     sign on Guarantor line below.
named herein.

Copyright 1989, ILLIANA FINANCIAL, INC., Hickory Hills, IL and ILLINOIS
BANKERS ASSOCIATION, Chicago, IL (All Rights Reserved)
                                                               Form No. 0266850

<Page>

                         ADDITIONAL AGREEMENTS OF BUYER

    1. Waiver of any default in the payment of any installment when due
shall not operate as a waiver of any subsequent default. No extension of the
time of payment or any other modification of the terms of this contract shall be
binding on holder unless written consent thereto is given by an executive
officer of holder. This contract shall be binding upon and inure to the
benefit of the parties, their heirs, personal representatives, successor and
assigns.

    2. Buyer agrees to keep said motor vehicle fully insured against loss by
fire, theft and collision for the entire term of this contract in companies
acceptable to holder. Holder is authorized to purchase all insurance included
in this contract. Insurance coverages, other than required insurance, have
been voluntarily contracted for by Buyer. Buyer may elect to purchase any
required insurance from an insurance company, agent or broker of his own
choice. If Buyer so elects, he shall furnish Seller with a policy or binder
issued by a company acceptable to Seller on or before taking possession of
the motor vehicle, and inclusion of Buyer's premiums in this contract is
optional with Seller. All policies procured by Buyer shall provide that loss,
if any, shall be payable to Buyer and to the holder of this contract, as
their respective interest may appear and a clause requiring insurer to give
the holder 10 days written notice of cancellation. In the event of the
failure of Buyer to insure said motor vehicle or to deliver a fully paid
policy to holder at the times and in the manner herein provided, or in the
event of cancellation or expiration of any policy during the term of this
contract without replacement by Buyer within 10 days, such failure shall
constitute an event of default hereunder. Holder shall have the option, but
shall not be required, to procure such insurance for Buyer and to advance the
premium therefor. Buyer hereby promises to pay any such premium with finance
charge thereon at the annual percentage rate stated on the reverse side
hereof as an additional indebtedness due hereunder. Buyer hereby assigns to
holder the proceeds of all insurance on said motor vehicle including
unearned premium refunds. In the event of default by Buyer hereunder, holder
is authorized to cancel such insurance, receive and receipt for unearned
premiums and to endorse any check or draft therefor made payable to Buyer.
Any unearned premium received by the holder shall be applied first to accrued
finance charges and then to principal, except to the extent applied toward
payment for similar insurance protecting the interest of Buyer and the
holder, or either of them.

    3. Buyer shall not use or permit said motor vehicle to be used in
violation of any law or ordinance, State, Federal, or Municipal. Buyer shall
not sell, lease, encumber or place said motor vehicle in any other person's
possession or remove it from the State of Illinois without the written
consent of the holder of this contract. Buyer shall not use said motor
vehicle for hire or as a taxi. Buyer shall keep said motor vehicle free from
all mechanic's liens, tax liens and all other liens.

    4. Upon the occurrence of any event of default, the holder of this
contract shall have the rights and remedies provided by Article 9 of the
Illinois Uniform Commercial Code including, but not by way of limitation, the
rights of the holder (a) to take immediate possession of the motor vehicle,
with or without judicial process, and for such purpose, to enter upon the
premises where it may be located, and (b) to give Buyer reasonable notice of
the time and place of any public sale thereof or of the time after which any
private sale or other intended disposition thereof is to be made, and (c) to
dispose of the motor vehicle at public to private sale in accordance with
said notice to Buyer and to buy at a public sale; and (d) to apply the
proceeds of sale first to the reasonable expenses of retaking, holding,
preparing for sale and selling and to reasonable attorneys' fees and legal
expenses incurred by holder, and second, to satisfaction of Buyer's
indebtedness hereon, and third, to satisfaction  of any subordinate security
interest in the motor vehicle if demand therefor is received by holder before
disposition of the proceeds, and to account to Buyer for any surplus
remaining Buyer shall be liable for any deficiency unless Buyer at the time
of his default has paid 60% or more of the deferred payment price and unless
Buyer, at the request of holder and without legal proceedings, surrenders the
motor vehicle to the holder in ordinary condition and free from malicious
damage. In the event of such voluntary surrender after Buyer has paid 50% or
more of the deferred payment price, holder shall, within 5 days from receipt
of the motor vehicle at his place of business, elect either (1) to retain the
motor vehicle and release buyer from further obligation under this contract
or, (2) to return the motor vehicle to Buyer at holder's expense and be
limited to an action to recover the balance of Buyer's indebtedness. If the
Buyer has paid an amount equal to 30% or more of the deferred payment price
at the time of repossession, the Buyer may, within 15 days, redeem the
collateral from the holder by tendering (a) the total of all unpaid amounts,
including any unpaid delinquency or deferral charges due at the time of
tender, without acceleration, and (b) performance necessary to cure any
default other than nonpayment of the amounts due, and (c) any reasonable cost
or fees incurred by the holder in the retaking of the goods. Tender of
payment and performance in this manner restores to the Buyer his rights under
the contract as though no default had occurred. The Buyer has a right to
redeem the collateral from the holder only once in this manner. At any time
before disposition of the motor vehicle as provided herein, Buyer may redeem
it by paying holder all indebtedness secured hereby as well as expenses
reasonably incurred by holder in retaking, holding, preparing the motor
vehicle for sale, arranging for the sale and reasonable attorneys' fees and
legal expenses. It is expressly agreed by Buyer that the requirements of
reasonable notice shall be met if notice is mailed to Buyer at the address of
Buyer shown herein not less than 10 days prior to the sale or other
disposition. All rights and remedies of the holder, whether provided for in
this contract or conferred by law, are cumulative.

    5. Holder is authorized to apply any payment made by Buyer hereon to any
other indebtedness of Buyer to holder, whether arising under the contract or
otherwise.

    6. Buyer agrees that holder, in retaking said motor vehicle as herein
provided, may take possession of personal effects and property found therein
and hold the same for delivery to Buyer.

    7. Buyer agrees that if delivery of the motor vehicle is not made at the
time of execution of this contract, the identifying number of marks and the
due date of the first installment may be inserted by Seller in Seller's
counterpart of the contract after is has been signed by Buyer.

    8. If any provision of this contract is held invalid, the invalidity
shall not affect the remaining provisions thereof.

 "NOTICE OF POSSIBLE REFUND OF CREDIT LIFE OR DISABILITY INSURANCE PREMIUM."

IF YOU HAVE PURCHASED EITHER CREDIT LIFE OR CREDIT DISABILITY INSURANCE, OR
BOTH, TO GUARANTEE PAYMENTS BEING MADE IN CASE OF YOUR DEATH OR DISABILITY,
ON YOUR VEHICLE PURCHASED UNDER AN INSTALLMENT SALES CONTRACT, YOU MAY BE
ENTITLED TO A PARTIAL REFUND OF YOUR PREMIUM IF YOU PAY OFF YOUR INSTALLMENT
LOAN EARLY. IN CASE OF EARLY COMPLETE PAYMENT OF YOUR LOAN, YOU SHOULD
CONTACT THE SELLER OF YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE TO SEE
IF A REFUND IS DUE. IF YOUR VEHICLE DEALER FINANCED YOUR LOAN, THE SELLER OF
YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE IS YOUR VEHICLE DEALER.

===============================================================================

                                  ASSIGNMENT

FOR VALUE RECEIVED, Seller hereby sells, assigns and transfers to

--------------------------------------------------------------------------------
          (Name of Assignee)                    (Address of Assignee)

ASSIGNEE, its successors and assigns, all of Seller's right, title and
interest in and to the within contract and the motor vehicle described
therein. To induce Assignee to purchase said contract, Seller represents and
warrants to Assignee (1) that the within contract is valid and genuine and
correctly states the terms of the retail installment transaction between
Seller and Buyer; (2) that the motor vehicle described has been delivered to
and accepted by the Buyer; (3) that the down payment was paid in full, in
cash or in trade, and that no part was loaned to Buyer by Seller; (4) that
Seller had good title to and the right to sell said motor vehicle to Buyer
and that the motor vehicle is free of all liens, claims and encumbrances; (5)
that no notice of any defense or right of action has been received by Seller
from Buyer nor has Seller any knowledge of any fact that would impair the
validity of the contract; (6) that Seller has the right to sell and assign
this contract to Assignee; (7) that all buyers have legal capacity to
contract; (8) that on the date of the contract Seller executed and delivered
to each Buyer a completed copy of the contract and to the Guarantor a
completed copy of the contract and Explanation of Guarantor's Obligation; (9)
Seller has complied with all requirements of the Federal Truth in Lending
Act, Regulation Z, the Federal Equal Credit Opportunity Act and the Illinois
Motor Vehicle Retail Installment Sales Act and the regulations of all
government agencies; (10) that on the date of the contract, Seller assigned
to Buyer the Manufacturer's Statement of Origin or the existing Certificate
of Title, as the case may be, issued covering said motor vehicle, procured
from Buyer a signed application for a new certificate of title to be issued
to Buyer and mailed to Assignee showing correctly the date of the within
contract, the name and address of Assignee as holder of the first lien on the
motor vehicle and the amount of said lien and caused to be delivered to the
Secretary of State of Illinois all of the documents described with the
prescribed fee; (11) that the motor vehicle has not been used as a taxi or for
hire or for commercial transportation or by law enforcement agencies; (12)
that the sale was made at Seller's place of business and was not a
door-to-door sale within the definition of the Federal Trade commission Trade
Regulation Rule or the Illinois Consumer Fraud Act; and (13) that the Seller
believes the Buyer to be of good moral character and that Buyer will not use
or permit said vehicle  to be used for unlawful purposes. If any of the
foregoing representations and warranties is breached, Seller agrees to
repurchase the within contract for the unpaid balance and all other
indebtedness then due from Buyer thereon, together with reasonable attorneys'
fees, costs and expenses incurred by Assignee.

Dated:___________________________ 19__  _______________________________________
                                                        Seller

                                        By: ___________________________________
                                            Authorized Signature         Title

-------------------------------------------------------------------------------

                  REPURCHASE AGREEMENT (Execute Assignment Also)

In addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event a claim or defense is asserted against Assignee by the
Buyer at any time, Seller shall, on demand, repurchase the within contract
for cash at a price equal to the net amount remaining unpaid on said contract
and accrued finance charges; and Seller shall indemnify and

<Page>

Major Vehicle Retail Installment Contract--Illinois--with T-I-L Disclosure
Simple Interest - Fixed Rate

Stock Form No. IFI-26 (Rev. 11/97)
Copyright 1989, ILLIANA FINANCIAL, INC. HICKORY HILLS, IL, AND
ILLINOIS BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

              Reorder from ILLIANA FINANCIAL, INC., PO BOX 1227
                 HICKORY HILLS, IL 60455-0227, (708) 598-9000
                            THIS FORM APPROVED BY
                      THE ILLINOIS BANKERS ASSOCIATION

         RETAIL INSTALLMENT CONTRACT--MOTOR VEHICLE--SIMPLE INTEREST

                FEDERAL TRUTH-IN-LENDING DISCLOSURE STATEMENT

<Table>
<Caption>

ANNUAL       FINANCE      AMOUNT       TOTAL OF       TOTAL SALE PRICE
PERCENTAGE   CHARGE       FINANCED     PAYMENTS       The total cost of
RATE         The dollar   The amount   The amount     your purchase on
The cost of  amount the   of credit    you will have  credit, including
your credit  credit will  provided to  paid after     your downpayment of
as a yearly  cost you.    you or on    you have made
rate.                     your behalf  all payments
                                       as scheduled.
<S>          <C>          <C>          <C>            <C>
                                                      $
                                                       -------------------
        %    $            $            $              $
--------------------------------------------------------------------------

YOUR PAYMENT SCHEDULE WILL BE:

Number of    Amount of    When Payments Are Due
Payments     Payments
             $            monthly beginning
             $

</Table>

SECURITY: You are giving a security interest in the goods being purchased and
in any moneys, credits or other property of yours in the possession of the
Assignee, on deposit or otherwise.

LATE CHARGE: If any payment is ten (10) days late, you will be charged: i) 5%
of the installment if the installment is in excess of $200.00; or ii) $10.00
if the installment is for $200.00 or less.

PREPAYMENT: You have the right to prepay the unpaid balance in full or in part
at anytime without penalty. See your contract terms below and on the reverse
side for any additional information about nonpayment, default, any required
repayment in full before the scheduled date, prepayment refunds and penalties
and further information about security interests.

<Table>
<Caption>

<S>                                                 <C>
No. _________________________________________
           ITEMIZATION OF AMOUNT FINANCED

Cash Price                                          $
                                                     -------------
Less Cash Down Payment                              $
                                                     -------------
Less Trade-in                                       $
                                                     -------------
            AMOUNTS PAID ON YOUR ACCOUNT

Unpaid Balance of Cash Price                        $
                                                     -------------
           AMOUNTS PAID TO OTHERS FOR YOU

   WE MAY BE RETAINING A PORTION OF THIS AMOUNT.

Unpaid Balance Due on Trade-in                      $
                                                     -------------
(Paid to)
           -------------------------------------------------------
Insurance Companies                                 $
                                                     -------------
Public Officials                                    $
(License, Title & Taxes)                             -------------


To                                                  $
   --------------------                              -------------
To                                                  $
   --------------------                              -------------
To                                                  $
   --------------------                              -------------

</Table>

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Seller
      --------------------------------------------------------------------------
      (Corporate Firm or Trade Name)  (Business Address)  (City)  (State)  (Zip)

Seller hereby sells and Buyer or Buyers, jointly and severally, hereby
purchase the following motor vehicle with accessories and equipment thereon
for the deferred payment price and on the terms set forth in this contract.
Buyer acknowledges delivery and acceptance of said motor vehicle in good
condition.

<Table>
<Caption>

---------------------------------------------------------------------------------------------------------------------------------
New or Used    Year     Make of Vehicle     Model     Body Style     No.Cyl.  Serial Number     Body Color    Top Color   Key No.
---------------------------------------------------------------------------------------------------------------------------------
<S><C>
---------------------------------------------------------------------------------------------------------------------------------

</Table>

Extra Equipment (Check)

/ / Automatic Trans.
/ / Air Conditioner
/ / Cruise Control
/ / Power Steering
/ / Power Brakes
/ / Diesel
/ / Power Seat
/ / Power Windows
/ / T-Top
/ / AM-FM Stereo
/ / AM Radio
/ / Sunroof
/ / Tape Deck
/ / Bucket Seats
/ / Accessory Group No. ________________
/ / 4 Speed Trans.
/ / _____________________

SECURITY INTERESTS: Seller is granted a purchase-money security interest in
the motor vehicle described above and all accessions under the Illinois
Uniform Commercial Code until the Total of Payments and all future
indebtedness for taxes, liens, repairs and insurance premiums advanced by
holder hereunder are paid in full. Buyer grants assignee the right of set-off
or lien on any moneys, credits or other property of Buyer in the possession
of the Assignee, on deposit or otherwise, excepting IRA or similar deposits.

Buyer promises to pay to the order of Seller at the offices of:

_________________________(Assignee) Located in _________________, Illinois
the Amount Financed shown above together with a Finance Charge on the
principal balance of the Amount Financed from time to time unpaid at the
rate of ____% per annum from date until maturity in ______ installments of
$_______ each and a final installment of $______, beginning on ____________,
19___ and continuing on the same day of each successive month thereafter
until fully paid. All payments shall be applied first to accrued Finance
Charge and the balance to principal. The Finance Charge has been computed on
the scheduled unpaid balances of the Amount Financed on the assumption that
all scheduled installments will be paid when due. Guarantor, if any,
guarantees collection of all amounts due under this contract upon failure of
the Seller to collect from the Buyer named herein.

ACCELERATION: Buyer agrees that (1) if Buyer shall default in the payment of
any installment of the Total of Payments or any other indebtedness due
hereon; or (2) Buyer shall fail to perform any agreement or warranty made by
Buyer herein; or (3) if the motor vehicle shall be lost, stolen,
substantially damaged, destroyed, sold, encumbered, removed, concealed,
attached or levied upon; or (4) if the motor vehicle shall be seized or
forfeited for violation of any law or ordinance, State, Federal or Municipal;
or (5) a proceeding under any bankruptcy or insolvency statute shall be
instituted by or against Buyer or Buyer's business or property, or Buyer
shall make an assignment for benefit of creditors; or (6) if Buyer shall die
or be adjudged incompetent; or (7) if holder shall, for reasonable cause,
deem itself insecure; or (8) if Buyer shall fail to keep the motor vehicle
fully insured for the entire term of this contract, the holder may declare
all unpaid installments of the Total of Payments and all other indebtedness
secured hereby immediately due and payable, without notice or demand.

PREPAYMENT: THE BUYER MAY PREPAY IN FULL OR IN PART THE UNPAID BALANCE OF THE
CONTRACT AT ANY TIME WITHOUT PENALTY

DELINQUENCY CHARGE: If any payment is ten (10) days late, you will be
charged: i) 5% of the installment if the installment is in excess of $200.00;
or ii) $10.00 if the installment is for $200.00 or less. In addition, Buyer
agrees to pay reasonable attorneys' fees, costs and expenses incurred in the
collection or enforcement of the debt or in realizing on the collateral.
Buyer agrees to pay Finance Charges after maturity of the final installment, or
after acceleration upon default, at the Annual Percentage Rate stated herein
so long as there exists any uncured default hereunder, all without relief
from valuation or appraisement laws.

INSURANCE AGREEMENT: Automobile Physical Damage or Loss insurance is
required by Seller. Buyer may choose the person through whom the insurance is
to be obtained. If such insurance is to be obtained through Seller, the cost
for a term of _______ months will be $_______.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
                OTHERS IS NOT INCLUDED IN THIS CONTRACT

Credit insurance is not required by Seller nor is it a factor in approval of
the extension of credit. No credit insurance is to be provided unless the
Buyer signs the appropriate authorization below. Group Credit Insurance is
available for the term of the credit upon acceptance by insurer at the
following costs:

Credit Life Insurance $___________  Credit Disability Insurance $_____________

I desire Credit Life and Disability Insurance.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I desire Credit Life Insurance only.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I DO NOT want Credit Life or Disability Insurance

------------------------------------------------------------
(Signature)

------------------------------------------------------------
(Signature)

SEE REVERSE HEREOF FOR INFORMATION ON POSSIBLE REFUND OF CREDIT LIFE OR
DISABILITY INSURANCE PREMIUM.

             NOTICE OF PROPOSED GROUP CREDIT LIFE INSURANCE

If a charge is made above for credit life insurance and if such insurance is
to be procured by assignee, the undersigned takes notice that the decreasing
term insurance written under a Group Credit Life Insurance Policy is to be
purchased on the life of the Buyer or Buyers who signed above requesting it,
subject to acceptance by the insurer and issuance of a certificate by

---------------------------------------------------------------------------
          (Insurer)                      (Home Office Address)

The amount of premium is shown above. The term of insurance will commence on
the date of this contract and expire on the originally scheduled maturity
date of the indebtedness. The initial amount of insurance will be equal to
the initial indebtedness and will decrease as any payment is made on the
indebtedness in an amount computed by multiplying the amount of the payment
by the ratio of initial insurance over the initial indebtedness. The proceeds
of any insurance paid will be applied to reduce or extinguish the
indebtedness. If insurance is terminated prior to the scheduled maturity date
of the indebtedness, any premium refund will be paid or credited promptly to
the person entitled thereto. Refund formula is on file with the Director of
Insurance and with creditor. All of the foregoing is subject to the
provisions of the certificate of insurance to be issued.

BUYER AGREES THAT THE PROVISIONS ON THE REVERSE SIDE HEREOF SHALL CONSTITUTE
A PART OF THIS RETAIL INSTALLMENT CONTRACT AND BE INCORPORATED HEREIN.

IF THIS CONTRACT EVIDENCES THE SALE OF A USED MOTOR VEHICLE (1) BUYER
ACKNOWLEDGES RECEIPT OF THE ORIGINAL OR A TRUE COPY OF THE "BUYERS GUIDE"
FORM DISPLAYED BY SELLER ON THE SIDE WINDOW OF THE USED VEHICLE; AND (2) THE
INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS USED VEHICLE IS A PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
PROVISIONS IN THE CONTRACT OF SALE.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

DOCUMENTARY FEE: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE
IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS
AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. A DOCUMENTARY FEE MAY
NOT EXCEED $40.00 AND SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO
THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE
INDEX. THIS NOTICE IS REQUIRED BY LAW.

NOTICE TO BUYER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE
AGREEMENT YOU SIGN; 3. UNDER THE LAW YOU HAVE THE RIGHT, AMONG OTHERS, TO PAY
IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN UNDER CERTAIN CONDITIONS A
PARTIAL REFUND OF THE FINANCE CHARGE.

BUYER ACKNOWLEDGES RECEIPT OF A FULLY COMPLETED COPY OF THIS CONTRACT
EXECUTED BY BOTH SELLER AND BUYER. GUARANTOR, IF ANY, ACKNOWLEDGES RECEIPT OF
COMPLETED COPIES OF THIS CONTRACT AND OF EXPLANATION OF GUARANTOR'S
OBLIGATION.


Dated: ____________________  19___         RETAIL INSTALLMENT CONTRACT
Seller: __________________________
By: ______________________________      Buyer _____________________________
                           Title
Guarantor ________________________      Buyer _____________________________
I, hereby guarantee the collection            Instruction: If parent or spouse
of the above described amount upon            is a co-buyer, sign above Co-
failure of the seller named herein            signers other than parent or
to collect said amount from the               spouse co-buyer, sign on Guarantor
buyer named herein.                           line below.

COPYRIGHT 1989   ILLIANA FINANCIAL, INC. HICKORY HILLS, IL AND ILLINOIS
BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

Form IFI-26 (Rev. 1/94)

<Page>

                         ADDITIONAL AGREEMENTS OF BUYER

     1.  Waiver of any default in the payment of any installment of the total
of payments when due shall not operate as a waiver of any subsequent default.
No extension of the time of payment or any other modification of the terms of
this contract shall be binding on holder unless written consent thereto is
given by an executive officer of holder. This contract shall be binding upon
and inure to the benefit of the parties, their heirs, personal
representatives, successor and assigns.

     2.  Buyer agrees to keep said motor vehicle fully insured against loss
by fire, theft and collision for the entire term of this contract in
companies acceptable to holder. Holder is authorized to purchase all
insurance included in this contract. Insurance coverages, other than required
insurance, have been voluntarily contracted for by Buyer. Buyer may elect to
purchase any required insurance  from an insurance company, agent or broker
of his own choice. If Buyer so elects, he shall furnish Seller with a policy
or binder issued by a company acceptable to Seller on or before taking
possession of the motor vehicle, and inclusion of Buyer's premiums in this
contract is optional with Seller. All policies procured by Buyer shall
provide that loss, if any, shall be payable to Buyer and to the holder of
this contract, as their respective interest may appear and a clause requiring
insurer to give the holder 10 days written notice of cancellation. In the
event of the failure of Buyer to insure said motor vehicle or to deliver a
fully paid policy to holder at the times and in the manner herein provided,
or in the event of cancellation or expiration of any policy during the term
of this contract without replacement by Buyer within 10 days, such failure
shall constitute an event of default hereunder. Holder shall have the option,
but shall not be required, to procure such insurance for Buyer and to advance
the premium therefor. Buyer hereby promises to pay any such premium with
finance charge thereon at the annual percentage rate stated on the reverse
side hereof as an additional indebtedness due hereunder. Buyer hereby assigns
to holder the proceeds of all insurance on said motor vehicle including
unearned premium refunds. In the event of default by Buyer hereunder, holder is
authorized to cancel such insurance, receive and receipt for unearned
premiums and to endorse any check or draft therefor made payable to Buyer.
Any unearned premium received by the holder shall be credited to the final
maturing installments of this contract except to the extent applied toward
payment of similar insurance protecting the interest of Buyer and the holder,
or either of them.

     3.  Buyer shall not use or permit said motor vehicle to be used in
violation of any law or ordinance, State, Federal, or Municipal. Buyer shall
not sell, lease, encumber or place said motor vehicle in any other person's
possession or remove it from the State of Illinois without the written
consent of the holder of this contract. Buyer shall not use said motor
vehicle for hire or as a taxi. Buyer shall keep said motor vehicle free from
all mechanic's liens, tax liens and all other liens.

     4.  Upon the occurrence of any event of default, the holder of this
contract shall have the rights and remedies provided by Article 9 of the
Illinois Uniform Commercial Code including, but not by way of limitation, the
rights of the holder (a) to take immediate possession of the motor vehicle,
with or without judicial process, and for such purpose, to enter upon the
premises where it may be located; and (b) to give Buyer reasonable notice of
the time and place of any public sale thereof or of the time after which any
private sale or other intended disposition thereof is to be made; and (c) to
dispose of the motor vehicle at a public or private sale in accordance with
said notice to Buyer and to buy at a public sale, and (d) to apply the
process of sale first to the reasonable expenses of retaking, holding,
preparing for sale and selling and to reasonable attorneys' fees and legal
expenses incurred by holder, and second, to satisfaction of Buyer's
indebtedness hereon, and third, to satisfaction of any subordinate security
interest in the motor vehicle if demand therefor is received by holder before
disposition of the proceeds, and to account to Buyer for any surplus
remaining. Buyer shall be liable for any deficiency unless Buyer at the time
of his default has paid 60% or more of the deferred payment price and unless
Buyer, at the request of holder and without legal proceedings, surrenders the
motor vehicle to the holder in ordinary condition and free from malicious
damage. In the event of such voluntary surrender after Buyer has paid 60% or
more of the deferred payment price, holder shall, within 5 days from receipt
of the motor vehicle at his place of business, elect either (1) to retain the
motor vehicle and release buyer from further obligation under this contract
or, (2) to return the motor vehicle to Buyer at holder's expense and be
limited to an action to recover the balance of Buyer's indebtedness. If the
Buyer has paid an amount equal to 30% or more of the deferred payment price
at the time of repossession, the Buyer may, within 15 days, redeem the
collateral from the holder by tendering (a) the total of all unpaid amounts,
including any unpaid delinquency or deferral charges due at the time of
tender, without acceleration, and (b) performance necessary to cure any
default other than nonpayment of the amounts due; and (c) any reasonable
cost or fees incurred by the holder in the retaking of the goods. Tender of
payment and performance in this manner restores to the Buyer his rights under
the contract as though no default had occurred. The Buyer has a right to
redeem the collateral from the holder only once in this manner. At any time
before disposition of the motor vehicle as provided herein, Buyer may redeem
it by paying holder all indebtedness secured hereby as well as expenses
reasonably incurred by holder in retaking, holding, preparing the motor
vehicle for sale, arranging for the sale and reasonable attorneys' fees and
legal expenses. It is expressly agreed by Buyer that the requirements of
reasonable notice shall be met if notice is mailed to Buyer at the address of
Buyer shown herein not less than 10 days prior to the sale or other
disposition. All rights and remedies of the holder, whether provided for in
this contract or conferred by law, are cumulative.

     5. Holder is authorized to apply any payment made by Buyer hereon to any
other indebtedness of Buyer to holder, whether arising under the contract or
otherwise.

     6.  Buyer agrees that holder, in retaking said motor vehicle as herein
provided, may take possession of personal effects and property found therein
and hold the same for delivery to Buyer.

     7.  Buyer agrees that if delivery of the motor vehicle is not made at
the time of execution of this contract, the identifying number or marks and
the due date of the first installment may be inserted by Seller in Seller's
counterpart of the contract after it has been signed by Buyer.

     8.  If any provision of this contract is held invalid, the invalidity
shall not affect the remaining provisions thereof.

 "NOTICE OF POSSIBLE REFUND OF CREDIT LIFE OR DISABILITY INSURANCE PREMIUM."
IF YOU HAVE PURCHASED EITHER CREDIT LIFE OR CREDIT DISABILITY INSURANCE, OR
BOTH, TO GUARANTEE PAYMENTS BEING MADE IN CASE OF YOUR DEATH OR DISABILITY,
ON YOUR VEHICLE PURCHASED UNDER AN INSTALLMENT SALES CONTRACT, YOU MAY BE
ENTITLED TO A PARTIAL REFUND OF YOUR PREMIUM IF YOU PAY OFF YOUR INSTALLMENT
LOAN EARLY. IN CASE OF EARLY COMPLETE PAYMENT OF YOUR LOAN, YOU SHOULD
CONTACT THE SELLER OF YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE TO SEE
IF A REFUND IS DUE. IF YOUR VEHICLE DEALER FINANCED YOUR LOAN, THE SELLER OF
YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE IS YOUR VEHICLE DEALER.

============================================================================
                                  ASSIGNMENT

FOR VALUE RECEIVED, Seller hereby sells, assigns and transfer to

----------------------------------------------------------------------------
              (Name of Assignee)             (Address of Assignee)

ASSIGNEE, its successors and assigns, all of Seller's right, title and
interest in and to the within contract and the motor vehicle described
herein. To induce Assignee to purchase said contract, Seller represents and
warrants to Assignee (1) that the within contract is valid and genuine and
correctly states the terms of the retail installment transaction between
Seller and Buyer, (2) that the motor vehicle described has been delivered to
and accepted by the Buyer; (3) that the down payment was paid in full, in
cash or in trade, and that no part was loaned to Buyer by Seller; (4) that
Seller had good title to and the right to sell said motor vehicle to Buyer
and that the motor vehicle is free of all liens, claims and encumbrances; (5)
that no notice of any defense or right of action has been received by Seller
from Buyer nor has Seller any knowledge of any fact that would impair the
validity of the contract; (6) that Seller has the right to sell and assign
this contract to Assignee; (7) that all buyers have legal capacity to
contract; (8) that on the date of the contract Seller executed and delivered
to each Buyer a completed copy of the contract and to the Guarantor a
completed copy of the contract and Explanation of Guarantor's Obligation; (9)
Seller has complied with all requirements of the Federal Truth in Lending
Act, Regulation Z; the Federal Equal Credit Opportunity Act and the Illinois
Motor Vehicle Retail Installment Sales Act and the regulations of all
governmental agencies; (10) that on the date of the contract, Seller assigned
to Buyer the Manufacturer's Statement of Origin or the existing Certificate
of Title, as the case may be, issued covering said motor vehicle, procured
from Buyer a signed application for a new certificate of title to be issued
to Buyer and mailed to Assignee showing correctly the date of the within
contract, the name and address of Assignee as holder of the first lien on the
motor vehicle and the amount of said lien and caused to be delivered to the
Secretary of State of Illinois all of the documents described with the
prescribed fee; (11) that the motor vehicle has not been used as a taxi or
for hire or for commercial transportation or by law enforcement agencies;
(12) that the sale was made at Seller's place of business and was not a
door-to-door sale within the definition of the Federal Trade Commission Trade
Regulation Rule or the Illinois Consumer Fraud Act; and (13) that the Seller
believes the Buyer to be of good moral character and that Buyer will not use
or permit said vehicle to be used for unlawful purposes. If any of the
foregoing representations and warranties is breached, Seller agrees to
repurchase the within contract for the unpaid balance and all other
indebtedness then due from Buyer thereon, together with reasonable
attorneys' fees, costs and expenses incurred by Assignee.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
                 REPURCHASE AGREEMENT (Execute Assignment Also)

In addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event a claim or defense is asserted against Assignee by the
Buyer at any time, Seller shall, on demand, repurchase the within contract
for cash at a price equal to the net amount remaining unpaid on said
contract; and Seller shall indemnify and hold Assignee harmless from any and
all liabilities that may result at any time from any claim asserted by Buyer
for recovery of amounts paid arising out of any promise, representation or
warranty made by Seller or the Manufacturer to Buyer.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
              FULL RECOURSE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations to set forth in the above assignment,
Seller unconditionally guarantees prompt and full payment by Buyer of the
Total of Payments and all other amounts due from Buyer under the within
contract. If Buyer shall fail to pay any installment when due, Seller agrees
to pay to Assignee, on demand, the full amount remaining unpaid on said
contract. Seller agrees that it shall not be necessary for Assignee to
proceed first against Buyer or to have recourse to the motor vehicle before
proceeding to enforce this agreement. Extension of the time of payment or
variation of terms effected by Assignee with Buyer shall not release Seller
from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
         LIMITED REPURCHASE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event that Assignee repossesses the motor vehicle described in
the within contract on account of default by Buyer and delivers the same to
Seller, Seller shall, on demand, repurchase said motor vehicle for cash at a
price equal to the amount remaining unpaid on said contract plus all costs
and expenses, including attorneys' fees, incurred by Assignee by reason of
Buyer's default or in connection with repossession and delivery of the motor
vehicle. This repurchase agreement shall remain in effect until Buyer has
paid __________ full installments of the Total of Payments. Extension of the
time of payment or variation of terms effected with the Buyer shall not
release Seller from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
               LIMITED GUARANTEE ASSIGNMENT (Execute Assignment Also)

In Addition to Seller's obligations set forth in the above assignment, Seller
unconditionally guarantees that, in the event of default by the Buyer in the
full payment of any installment of the within contract when due, Seller will
pay to Assignee, on demand, the unpaid balance then due on the contract up to
the limit of $_____________. This guarantee shall terminate after Buyer has
paid __________ full scheduled installments on the Total of Payments.
Extension of the times of payment or variation of terms effected by Assignee
with Buyer shall not release Seller from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

<Page>

Major Vehicle Retail Installment Contract--Illinois--with T-I-L Disclosure
Simple Interest - Fixed Rate

Stock Form No. IFI-26 (Rev. 1/97)
Copyright 1989, ILLIANA FINANCIAL, INC. HICKORY HILLS, IL AND
ILLINOIS BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

               Reorder from ILLIANA FINANCIAL, INC. PO BOX 1227
                 HICKORY HILLS, IL 60455-0227, (708) 598-9000
                            THIS FORM APPROVED BY
                      THE ILLINOIS BANKERS ASSOCIATION

         RETAIL INSTALLMENT CONTRACT--MOTOR VEHICLE--SIMPLE INTEREST

                FEDERAL TRUTH-IN-LENDING DISCLOSURE STATEMENT

<Table>
<Caption>

ANNUAL       FINANCE      AMOUNT       TOTAL OF       TOTAL SALE PRICE
PERCENTAGE   CHARGE       FINANCED     PAYMENTS       The total cost of
RATE         The dollar   The amount   The amount     your purchase on
The cost of  amount the   of credit    you will have  credit, including
your credit  credit will  provided to  paid after     your downpayment of
as a yearly  cost you.    you or on    you have made
rate                      your behalf  all payments
                                       as scheduled.
<S>          <C>          <C>          <C>            <C>
                                                      $
                                                       -------------------
        %    $            $            $              $
--------------------------------------------------------------------------

YOUR PAYMENT SCHEDULE WILL BE:

Number of    Amount of
Payments     Payments     When Payments Are Due
             $            monthly beginning
             $

</Table>

SECURITY: You are giving a security interest in the goods being purchased and
in any moneys, credits or other property of yours in the possession of the
Assignee, on deposit or otherwise.

LATE CHARGE: If any payment is ten (10) days late, you will be charged i) 5%
of the installment if the installment is in excess of $200.00; or ii) $10.00
if the installment is for $200.00 or less.

PREPAYMENT: You have the right to prepay the unpaid balance in full or in
part at anytime without penalty. See your contract terms below and on the
reverse side for any additional information about nonpayment, default, any
required repayment in full before the scheduled date, prepayment refunds and
penalties and further information about security interests.

DOCUMENTARY FEE: A documentary fee not exceeding $40.00 may be charged

<Table>
<Caption>

<S>                                                 <C>
No. _________________________________________
           ITEMIZATION OF AMOUNT FINANCED

Cash Price                                          $
                                                     -------------
Less Cash Down Payment                              $
                                                     -------------
Less Trade-in                                       $
                                                     -------------
            AMOUNTS PAID ON YOUR ACCOUNT

Unpaid Balance of Cash Price                        $
                                                     -------------
           AMOUNTS PAID TO OTHERS FOR YOU
   WE MAY BE RETAINING A PORTION OF THIS AMOUNT.

Unpaid Balance Due on Trade-in                      $
                                                     -------------
(Paid to)
          --------------------------------------------------------
Insurance Companies                                 $
                                                     -------------
Public Officials                                    $
(License, Title & Taxes)                             -------------

To                                                  $
   --------------------                              -------------
To                                                  $
   --------------------                              -------------
To                                                  $
   --------------------                              -------------

</Table>

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Seller
      --------------------------------------------------------------------------
      (Corporate Firm or Trade Name)  (Business Address)  (City)  (State)  (Zip)

Seller hereby sells and Buyer or Buyers, jointly and severally, hereby
purchase the following motor vehicle with accessories and equipment thereon
for the deferred payment price and on the terms set forth in this contract.
Buyer acknowledges delivery and acceptance of said motor vehicle in good
condition.

<Table>
<Caption>

---------------------------------------------------------------------------------------------------------------------------------
New or Used    Year     Make of Vehicle     Model     Body Style    No Cyl.   Serial Number     Body Color    Top Color   Key No.
---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>                 <C>       <C>           <C>       <C>               <C>           <C>         <C>

---------------------------------------------------------------------------------------------------------------------------------

</Table>

Extra Equipment (Check)

/ / Automatic Trans.
/ / Air Conditioner
/ / Cruise Control
/ / Power Steering
/ / Power Brakes
/ / Diesel
/ / Power Seat
/ / Power Windows
/ / T-Top
/ / AM-FM Stereo
/ / AM Radio
/ / Sunroof
/ / Tape Deck
/ / Bucket Seats
/ / Accessory Group No. ________________
/ / 4 Speed Trans.
/ / _____________________

SECURITY INTERESTS: Seller is granted a purchase-money security interest in
the motor vehicle described above and all accessions under the Illinois
Uniform Commercial Code until the Total of Payments and all future
indebtedness for taxes, liens, repairs and insurance premiums advanced by
holder hereunder are paid in full. Buyer grants assignee the right of set-off
or lien on any moneys, credits or other property of Buyer in the possession
of the Assignee, on deposit or otherwise, excepting IRA or similar deposits.

Buyer promises to pay to the order of Seller at the offices of:

_________________________(Assignee) located in _________________, Illinois
the Amount Financed shown above together with a Finance Charge on the
principal balance of the Amount Financed from time to time unpaid at the
rate of ____% per annum from date until maturity in ______ installments of
$_______ each and a final installment of $______, beginning on ____________,
19___ and continuing on the same day of each successive month thereafter
until fully paid. All payments shall be applied first to accrued Finance
Charge and the balance to principal. The Finance Charge has been computed on
the scheduled unpaid balances of the Amount Financed on the assumption that
all scheduled installments will be paid when due. Guarantor, if any,
guarantees collection of all amounts due under this contract upon failure of
the Seller to collect from the Buyer named herein.

ACCELERATION: Buyer agrees that (1) if Buyer shall default in the payment of
any installment of the Total of Payments or any other indebtedness due
hereon; or (2) Buyer shall fail to perform any agreement or warranty made by
Buyer herein; or (3) if the motor vehicle shall be lost, stolen,
substantially damaged, destroyed, sold, encumbered, removed, concealed,
attached or levied upon; or (4) if the motor vehicle shall be seized or
forfeited for violation of any law or ordinance, State, Federal or Municipal;
or (5) a proceeding under any bankruptcy or insolvency statute shall be
instituted by or against Buyer or Buyer's business or property, or Buyer
shall make an assignment from benefit of creditors; or (6) if Buyer shall die
or be adjudged incompetent; or (7) if holder shall, for reasonable cause,
deem itself insecure; or (8) if Buyer shall fail to keep the motor vehicle
fully insured for the entire term of this contract, the holder may declare
all unpaid installments of the Total of Payments and all other indebtedness
secured hereby immediately due and payable, without notice or demand.

PREPAYMENT: THE BUYER MAY PREPAY IN FULL OR IN PART THE UNPAID BALANCE OF THE
CONTRACT AT ANY TIME WITHOUT PENALTY.

DELINQUENCY CHARGE: If any payment is ten (10) days late, you will be
charged: i) 5% of the installment if the installment is in excess of $200.00;
or ii) $10.00 if the installment is for $200.00 or less. In addition, Buyer
agrees to pay reasonable attorneys' fees, costs and expenses incurred in the
collection or enforcement of the debt or in realizing on the collateral.
Buyer agrees to pay Finance Charges after maturity of the final installment,
or after acceleration upon default, at the Annual Percentage Rate stated
herein so long as there exists any uncured default hereunder, all without
relief from valuation or appraisement laws.

INSURANCE AGREEMENT: Automobile Physical Damage or Loss insurance is
required by Seller. Buyer may choose the person through whom the insurance is
to be obtained. If such insurance is to be obtained through Seller, the cost
for a term of _______ months will be $_______.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
                OTHERS IS NOT INCLUDED IN THIS CONTRACT

Credit insurance is not required by Seller nor is it a factor in approval of
the extension of credit. No credit insurance is to be provided unless the
Buyer signs the appropriate authorization below. Group Credit Insurance is
available for the term of the credit upon acceptance by insurer at the
following costs:

Credit Life Insurance $___________  Credit Disability Insurance $_____________

I desire Credit Life and Disability Insurance.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I desire Credit Life Insurance only.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I DO NOT want Credit Life or Disability Insurance

------------------------------------------------------------
(Signature)

------------------------------------------------------------
(Signature)

SEE REVERSE HEREOF FOR INFORMATION ON POSSIBLE REFUND OF CREDIT LIFE OR
DISABILITY INSURANCE PREMIUM.

             NOTICE OF PROPOSED GROUP CREDIT LIFE INSURANCE

If a charge is made above for credit life insurance and if such insurance is
to be procured by assignee, the undersigned takes notice that the decreasing
term insurance written under a Group Credit Life Insurance Policy is to be
purchased on the life of the Buyer or Buyers who signed above requesting it,
subject to acceptance by the insurer and issuance of a certificate by

---------------------------------------------------------------------------
          (Insurer)                      (Home Office Address)

The amount of premium is shown above. The term of insurance will commence on
the date of this contract and expire on the originally scheduled maturity
date of the indebtedness. The initial amount of insurance will be equal to
the initial indebtedness and will decrease as any payment is made on the
indebtedness in an amount computed by multiplying the amount of the payment
by the ratio of initial insurance over the initial indebtedness. The proceeds
of any insurance paid will be applied to reduce or extinguish the
indebtedness. If insurance is terminated prior to the scheduled maturity date
of the indebtedness, any premium refund will be paid or credited promptly to
the person entitled thereto. Refund formula is on file with the Director of
Insurance and with creditor. All of the foregoing is subject to the
provisions of the certificate of insurance to be issued.

BUYER AGREES THAT THE PROVISIONS ON THE REVERSE SIDE HEREOF SHALL CONSTITUTE
A PART OF THIS RETAIL INSTALLMENT CONTRACT AND BE INCORPORATED HEREIN.

IF THIS CONTRACT EVIDENCES THE SALE OF A USED MOTOR VEHICLE (1) BUYER
ACKNOWLEDGES RECEIPT OF THE ORIGINAL OR A TRUE COPY OF THE "BUYER'S GUIDE"
FORM DISPLAYED BY SELLER ON THE SIDE WINDOW OF THE USED VEHICLE; AND (2) THE
INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS USED VEHICLE IS A PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
PROVISIONS IN THE CONTRACT OF SALE.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

DOCUMENTARY FEE: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE
IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS
AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. A DOCUMENTARY FEE MAY
NOT EXCEED $40.00 AND SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO
THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE
INDEX. THIS NOTICE IS REQUIRED BY LAW.

NOTICE TO BUYER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE
AGREEMENT YOU SIGN; 3. UNDER THE LAW YOU HAVE THE RIGHT, AMONG OTHERS, TO PAY
IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN UNDER CERTAIN CONDITIONS A
PARTIAL REFUND OF THE FINANCE CHARGE.

BUYER ACKNOWLEDGES RECEIPT OF A FULLY COMPLETED COPY OF THIS CONTRACT
EXECUTED BY BOTH SELLER AND BUYER. GUARANTOR, IF ANY, ACKNOWLEDGES RECEIPT OF
COMPLETED COPIES OF THIS CONTRACT AND OF EXPLANATION OF GUARANTOR'S
OBLIGATION.

CO-BUYER -- A CO-BUYER IS A PERSON WHO AGREES TO BE PRIMARILY RESPONSIBLE FOR
PAYING THE ENTIRE DEBT AND WHO (1) ACTUALLY RECEIVES THE VEHICLE OR (2) IS A
PARENT OR SPOUSE OF THE BUYER, OR (3) WILL BE LISTED AS AN OWNER ON THE
VEHICLE'S TITLE. BY SIGNING BELOW, (1) I CONFIRM THAT I WILL ACTUALLY RECEIVE
POSSESSION OF THE VEHICLE OR WILL USE IT, OR THAT I AM A PARENT OR SPOUSE OF
THE BUYER, OR THAT I WILL BE LISTED AS AN OWNER ON THE VEHICLE'S TITLE; (2) I
AGREE TO BE PRIMARILY OBLIGATED UNDER THIS CONTRACT; AND (3) I CONSENT TO THE
CREDITOR HAVING A SECURITY INTEREST IN THE VEHICLE.

Dated: ____________________  19___         RETAIL INSTALLMENT CONTRACT
Seller: __________________________
By: ______________________________      Buyer _____________________________
                           Title
Guarantor ________________________      Buyer _____________________________
I, hereby guarantee the collection            INSTRUCTION: If parent, spouse,
of the above described amount upon            or other person who is or will
failure of the seller named herein            be listed as an owner on the
to collect said amount from the               vehicle's title is a co-buyer,
buyer named herein.                           sign above. Other co-signers,
                                              sign on the Guarantor line.

COPYRIGHT 1989,  ILLIANA FINANCIAL, INC. HICKORY HILLS, IL AND ILLINOIS
BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

Form IFI-26 (Rev. 1/97)

<Page>

                         ADDITIONAL AGREEMENTS OF BUYER

     1.  Waiver of any default in the payment of any installment of the total
of payments when due shall not operate as a waiver of any subsequent default.
No extension of the time of payment or any other modification of the terms of
this contract shall be binding on holder unless written consent thereto is
given by an executive officer of holder. This contract shall be binding upon
and inure to the benefit of the parties, their heirs, personal
representatives, successor and assigns.

     2.  Buyer agrees to keep said motor vehicle fully insured against loss
by fire, theft and collision for the entire term of this contract in
companies acceptable to holder. Holder is authorized to purchase all
insurance included in this contract. Insurance coverages, other than required
insurance, have been voluntarily contracted for by Buyer. Buyer may elect to
purchase any required insurance  from an insurance company, agent or broker
of his own choice. If Buyer so elects, he shall furnish Seller with a policy
or binder issued by a company acceptable to Seller on or before taking
possession of the motor vehicle, and inclusion of Buyer's premiums in this
contract is optional with Seller. All policies procured by Buyer shall
provide that loss, if any, shall be payable to Buyer and to the holder of
this contract, as their respective interest may appear and a clause requiring
insurer to give the holder 10 days written notice of cancellation. In the
event of the failure of Buyer to insure said motor vehicle or to deliver a
fully paid policy to holder at the times and in the manner herein provided,
or in the event of cancellation or expiration of any policy during the term
of this contract without replacement by Buyer within 10 days, such failure
shall constitute an event of default hereunder. Holder shall have the option,
but shall not be required, to procure such insurance for Buyer and to advance
the premium therefor. Buyer hereby promises to pay any such premium with
finance charge thereon at the annual percentage rate stated on the reverse
side hereof as an additional indebtedness due hereunder. Buyer hereby assigns
to holder the proceeds of all insurance on said motor vehicle including
unearned premium refunds. In the event of default by Buyer hereunder, holder
is authorized to cancel such insurance, receive and receipt for unearned
premiums and to endorse any check or draft therefor made payable to Buyer.
Any unearned premium received by the holder shall be credited to the final
maturing installments of this contract except to the extent applied toward
payment of similar insurance protecting the interest of Buyer and the holder,
or either of them.

     3.  Buyer shall not use or permit said motor vehicle to be used in
violation of any law or ordinance, State, Federal, or Municipal. Buyer shall
not sell, lease, encumber or place said motor vehicle in any other person's
possession or remove it from the State of Illinois without the written
consent of the holder of this contract. Buyer shall not use said motor
vehicle for hire or as a taxi. Buyer shall keep said motor vehicle free from
all mechanic's liens, tax liens and all other liens.

     4.  Upon the occurrence of any event of default, the holder of this
contract shall have the rights and remedies provided by Article 9 of the
Illinois Uniform Commercial Code including, but not by way of limitation, the
rights of the holder (a) to take immediate possession of the motor vehicle,
with or without judicial process, and for such purpose, to enter upon the
premises where it may be located, and (b) to give Buyer reasonable notice of
the time and place of any public sale thereof or of the time after which any
private sale or other intended disposition thereof is to be made; and (c) to
dispose of the motor vehicle at public or private sale in accordance with
said notice to Buyer and to buy at a public sale; and (d) to apply the
proceeds of sale first to the reasonable expenses of retaking, holding,
preparing for sale and selling and to reasonable attorneys' fees and legal
expenses incurred by holder, and second, to satisfaction of Buyer's
indebtedness hereon, and third, to satisfaction of any subordinate security
interest in the motor vehicle if demand therefor is received by holder before
disposition of the proceeds, and to account to Buyer for any surplus
remaining. Buyer shall be liable for any deficiency unless Buyer at the time
of his default has paid 60% or more of the deferred payment price and unless
Buyer, at the request of holder and without legal proceedings, surrenders the
motor vehicle to the holder in ordinary condition and free from malicious
damage. In the event of such voluntary surrender after Buyer has paid 60% or
more of the deferred payment price, holder shall, within 5 days from receipt
of the motor vehicle at his place of business, elect either (1) to retain the
motor vehicle and release buyer from further obligation under this contract
or, (2) to return the motor vehicle to Buyer at holder's expense and be
limited to an action to recover the balance of Buyer's indebtedness. If the
Buyer has paid an amount equal to 30% or more of the deferred payment price
at the time of repossession, the Buyer may, within 15 days, redeem the
collateral from the holder by tendering (a) the total of all unpaid amounts,
including any unpaid delinquency or deferral charges due at the time of
tender, without acceleration, and (b) performance necessary to cure any
default other than nonpayment of the amounts due; and (c) any reasonable cost
or fees incurred by the holder in the retaking of the goods. Tender of
payment and performance in this manner restores to the Buyer his rights under
the contract as though no default had occurred. The Buyer has a right to
redeem the collateral from the holder only once in this manner. At any time
before disposition of the motor vehicle as provided herein, Buyer may redeem
it by paying holder all indebtedness secured hereby as well as expenses
reasonably incurred by holder in retaking, holding, preparing the motor
vehicle for sale, arranging for the sale and reasonable attorneys' fees and
legal expenses. It is expressly agreed by Buyer that the requirements of
reasonable notice shall be met if notice is mailed to Buyer at the address of
Buyer shown herein not less than 10 days prior to the sale or other
disposition. All rights and remedies of the holder, whether provided for in
this contract or conferred by law, are cumulative.

     5. Holder is authorized to apply any payment made by Buyer hereon to any
other indebtedness of Buyer to holder, whether arising under the contract or
otherwise.

     6.  Buyer agrees that holder, in retaking said motor vehicle as herein
provided, may take possession of personal effects and property found therein
and hold the same for delivery to Buyer.

     7.  Buyer agrees that if delivery of the motor vehicle is not made at
the time of execution of this contract, the identifying number or marks and
the due date of the first installment may be inserted by Seller in Seller's
counterpart of the contract after it has been signed by Buyer.

     8.  If any provision of this contract is held invalid, the invalidity
shall not affect the remaining provisions thereof.

     "NOTICE OF POSSIBLE REFUND OF CREDIT LIFE OR DISABILITY INSURANCE
PREMIUM."  IF YOU HAVE PURCHASED EITHER CREDIT LIFE OR CREDIT DISABILITY
INSURANCE, OR BOTH, TO GUARANTEE PAYMENTS BEING MADE IN CASE OF YOUR DEATH OR
DISABILITY, ON YOUR VEHICLE PURCHASED UNDER AN INSTALLMENT SALES CONTRACT,
YOU MAY BE ENTITLED TO A PARTIAL REFUND OF YOUR PREMIUM IF YOU PAY OFF YOUR
INSTALLMENT LOAN EARLY. IN CASE OF EARLY COMPLETE PAYMENT OF YOUR LOAN, YOU
SHOULD CONTACT THE SELLER OF YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE
TO SEE IF A REFUND IS DUE. IF YOUR VEHICLE DEALER FINANCED YOUR LOAN, THE
SELLER OF YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE IS YOUR VEHICLE
DEALER.

============================================================================
                                  ASSIGNMENT

FOR VALUE RECEIVED, Seller hereby sells, assigns and transfers to

----------------------------------------------------------------------------
              (Name of Assignee)             (Address of Assignee)

ASSIGNEE, its successors and assigns, all of Seller's right, title and
interest in and to the within contract and the motor vehicle described
therein. To induce Assignee to purchase said contract, Seller represents and
warrants to Assignee (1) that the within contract is valid and genuine and
correctly states the terms of the retail installment transaction between
Seller and Buyer; (2) that the motor vehicle described has been delivered to
and accepted by the Buyer; (3) that the down payment was paid in full, in
cash or in trade, and that no part was loaned to Buyer by Seller; (4) that
Seller had good title to and the right to sell said motor vehicle to Buyer
and that the motor vehicle is free of all liens, claims and encumbrances; (5)
that no notice of any defense or right of action has been received by Seller
from Buyer nor has Seller any knowledge of any fact that would impair the
validity of the contract; (6) that Seller has the right to sell and assign
this contract to Assignee; (7) that all buyers have legal capacity to
contract; (8) that on the date of the contract Seller executed and delivered
to each Buyer a completed copy of the contract and to the Guarantor a
completed copy of the contract and Explanation of Guarantor's Obligation; (9)
Seller has complied with all requirements of the Federal Truth in Lending
Act, Regulation Z, the Federal Equal Credit Opportunity Act and the Illinois
Motor Vehicle Retail Installment Sales Act and the regulations of all
governmental agencies; (10) that on the date of the contract, Seller assigned
to Buyer the Manufacturer's Statement of Origin or the existing Certificate
of Title, as the case may be, issued covering said motor vehicle, procured
from Buyer a signed application for a new certificate of title to be issued
to Buyer and mailed to Assignee showing correctly the date of the within
contract, the name and address of Assignee as holder of the first lien on the
motor vehicle and the amount of said lien and caused to be delivered to the
Secretary of State of Illinois all of the documents described with the
prescribed fee; (11) that the motor vehicle has not been used as a taxi or
for hire or for commercial transportation or by law enforcement agencies;
(12) that the sale was made at Seller's place of business and was not a
door-to-door sale within the definition of the Federal Trade Commission Trade
Regulation Rule or the Illinois Consumer Fraud Act; and (13) that the Seller
believes the Buyer to be of good moral character and that Buyer will not use
or permit said vehicle to be used for unlawful purposes. If any of the
foregoing representations and warranties is breached, Seller agrees to
repurchase the within contract for the unpaid balance and all other
indebtedness then due from Buyer thereon, together with reasonable attorneys'
fees, costs and expenses incurred by Assignee.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
                 REPURCHASE AGREEMENT (Execute Assignment Also)

In addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event a claim or defense is asserted against Assignee by the
Buyer at any time, Seller shall, on demand, repurchase the within contract
for cash at a price equal to the net amount remaining unpaid on said
contract; and Seller shall indemnify and hold Assignee harmless from any and
all liabilities that may result at any time from any claim asserted by Buyer
for recovery of amounts paid arising out of any promise, representation or
warranty made by Seller or the Manufacturer to Buyer.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
              FULL RECOURSE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations to set forth in the above assignment,
Seller unconditionally guarantees prompt and full payment by Buyer of the
Total of Payments and all other amounts due from Buyer under the within
contract. If Buyer shall fail to pay any installment when due, Seller agrees
to pay to Assignee, on demand, the full amount remaining unpaid on said
contract. Seller agrees that it shall not be necessary for Assignee to
proceed first against Buyer or to have recourse to the motor vehicle before
proceeding to enforce this agreement. Extension of the time of payment or
variation of terms effected by Assignee with Buyer shall not release Seller
from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
         LIMITED REPURCHASE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event that Assignee repossesses the motor vehicle described in
the within contract on account of default by Buyer and delivers the same to
Seller, Seller shall, on demand, repurchase said motor vehicle for cash at a
price equal to the amount remaining unpaid on said contract plus all costs
and expenses, including attorneys' fees, incurred by Assignee by reason of
Buyer's default or in connection with repossession and delivery of the motor
vehicle. This repurchase agreement shall remain in effect until Buyer has
paid __________ full installments of the Total of Payments. Extension of the
time of payment or variation of terms effected with the Buyer shall not
release Seller from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
               LIMITED GUARANTEE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations set forth in the above assignment, Seller
unconditionally guarantees that, in the event of default by the Buyer in the
full payment of any installment of the within contract when due, Seller will
pay to Assignee, on demand, the unpaid balance then due on the contract up to
the limit of $_____________. This guarantee shall terminate after Buyer has
paid __________ full scheduled installments on the Total of Payments.
Extension of the times of payment or variation of terms effected by Assignee
with Buyer shall not release Seller from his obligation hereunder.

Dated __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

<Page>

Motor Vehicle Retail Installment Contract--Illinois--with T-I-L Disclosure
Simple Interest - Fixed Rate

Stock Form No. IFI-26 (Rev. 11/97)
Copyright 1989, ILLIANA FINANCIAL, INC. HICKORY HILLS, IL AND
ILLINOIS BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

               Reorder from ILLIANA FINANCIAL, INC. PO BOX 1227
                 HICKORY HILLS, IL 60455-0227, (708) 598-9000
                            THIS FORM APPROVED BY
                      THE ILLINOIS BANKERS ASSOCIATION

         RETAIL INSTALLMENT CONTRACT--MOTOR VEHICLE--SIMPLE INTEREST

                FEDERAL TRUTH-IN-LENDING DISCLOSURE STATEMENT

<Table>
<Caption>

ANNUAL       FINANCE      AMOUNT       TOTAL OF       TOTAL SALE PRICE
PERCENTAGE   CHARGE       FINANCED     PAYMENTS       The total cost of
RATE         The dollar   The amount   The amount     your purchase on
The cost of  amount the   of credit    you will have  credit, including
your credit  credit will  provided to  paid after     your downpayment of
as a yearly  cost you.    you or on    you have made
rate                      your behalf  all payments
                                       as scheduled.
<S>          <C>          <C>          <C>            <C>
                                                      $
                                                       -------------------
        %    $            $            $              $
--------------------------------------------------------------------------

YOUR PAYMENT SCHEDULE WILL BE.

Number of    Amount of    When Payments Are Due
Payments     Payments     monthly beginning
             $
             $

</Table>

SECURITY: You are giving a security interest in the goods being purchased and
in any moneys, credits or other property of yours in the possession of the
Assignee, on deposit or otherwise.

LATE CHARGE: If any payment is ten (10) days late, you will be charged i) 5%
of the installment if the installment is in excess of $200.00; or ii) $10.00
if the installment is for $200.00 or less.

PREPAYMENT: You have the right to prepay the unpaid balance in full or in part
at anytime without penalty.
See your contract terms below and on the reverse side for any additional
information about nonpayment, default, any required repayment in full before
the scheduled date, prepayment refunds and penalties and further information
about security interests.

<Table>
<Caption>

<S>                                                 <C>
No. _________________________________________
           ITEMIZATION OF AMOUNT FINANCED

Cash Price                                          $
                                                     -------------
Less Cash Down Payment                              $
                                                     -------------
Less Trade-in                                       $
                                                     -------------
            AMOUNTS PAID ON YOUR ACCOUNT

Unpaid Balance of Cash Price                        $
                                                     -------------
           AMOUNTS PAID TO OTHERS FOR YOU

*WE MAY BE RETAINING A PORTION OF THIS AMOUNT.

Unpaid Balance Due on Trade-in                      $
                                                     -------------
(Paid to)
          --------------------------------------------------------

*Insurance Companies                                $
                                                     -------------
Public Officials                                    $
                                                     -------------
(License, Title & Taxes)

*To                                                 $
   --------------------                              -------------
*To                                                 $
   --------------------                              -------------
 To                                                 $
   --------------------                              -------------

</Table>

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Buyer(s)
        ------------------------------------------------------------------------
        (Names)         (Residence Address)       (City)      (State)      (Zip)

Seller
      --------------------------------------------------------------------------
      (Corporate Firm or Trade Name)  (Business Address)  (City)  (State)  (Zip)

Seller hereby sells and Buyer or Buyers, jointly and severally, hereby
purchase the following motor vehicle with accessories and equipment thereon
for the deferred payment price and on the terms set forth in this contract.
Buyer acknowledges delivery and acceptance of said motor vehicle in good
condition.

<Table>
<Caption>

---------------------------------------------------------------------------------------------------------------------------------
New or Used    Year     Make of Vehicle     Model     Body Style     No Cyl   Serial Number     Body Color    Top Color   Key No.
---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>                 <C>       <C>            <C>      <C>               <C>           <C>         <C>

---------------------------------------------------------------------------------------------------------------------------------

</Table>

Extra Equipment (Check)

/ / Automatic Trans.
/ / Air Conditioner
/ / Cruise Control
/ / Power Steering
/ / Power Brakes
/ / Diesel
/ / Power Seat
/ / Power Windows
/ / T-Top
/ / AM-FM Stereo
/ / AM Radio
/ / Sunroof
/ / Tape Deck
/ / Bucket Seats
/ / Accessory Group No. ________________
/ / 4 Speed Trans.
/ / _____________________

SECURITY INTERESTS: Seller is granted a purchase-money security interest in
the motor vehicle described above and all accessions under the Illinois
Uniform Commercial Code until the Total of Payments and all future
indebtedness from taxes, liens, repairs and insurance premiums advanced by
holder hereunder are paid in full. Buyer grants assignee the right of set-off
or lien on any moneys, credits or other property of Buyer in the possession
of the Assignee, on deposit or otherwise, excepting IRA or similar deposits.

Buyer promises to pay to the order of Seller at the offices of:

_________________________(Assignee) located in _________________, Illinois
the Amount Financed shown above together with a Finance Charge on the
principal balance of the Amount Financed from time to time unpaid at the
rate of ____% per annum from date until maturity in ______installments of
$_______each and a final installment of $______, beginning on ____________,
19___ and continuing on the same day of each successive month thereafter
until fully paid. All payments shall be applied first to accrued Finance
Charge and the balance to principal. The Finance Charge has been computed on
the scheduled unpaid balances of the Amount Financed on the assumption that
all scheduled installments will be paid when due. Guarantor, if any,
guarantees collection of all amounts due under this contract upon failure of
the Seller to collect from the Buyer named herein.

ACCELERATION: Buyer agrees that (1) if Buyer shall default in the payment of
any installment of the Total of Payments or any other indebtedness due
hereon; or (2) Buyer shall fail to perform any agreement or warranty made by
Buyer herein, or (3) if the motor vehicle shall be lost, stolen,
substantially damaged, destroyed, sold, encumbered, removed, concealed,
attached or levied upon; or (4) if the motor vehicle shall be seized or
forfeited for violation of any law or ordinance, State, Federal or Municipal;
or (5) a proceeding under any bankruptcy or insolvency statute shall be
instituted by or against Buyer or Buyer's business or property, or Buyer
shall make an assignment from benefit of creditors; or (6) if Buyer shall die
or be adjudged incompetent, or (7) if holder shall, for reasonable cause,
deem itself insecure; or (8) if Buyer shall fail to keep the motor vehicle
fully insured for the entire term of this contract, the holder may declare
all unpaid installments of the Total of Payments and all other indebtedness
secured hereby immediately due and payable, without notice or demand.

PREPAYMENT: THE BUYER MAY PREPAY IN FULL OR IN PART THE UNPAID BALANCE OF THE
CONTRACT AT ANY TIME WITHOUT PENALTY.

DELINQUENCY CHARGE: If any payment is ten (10) days late, you will be
charged: i) 5% of the installment if the installment is in excess of $200.00;
or ii) $10.00 if the installment is for $200.00 or less. In addition, Buyer
agrees to pay reasonable attorneys' fees, costs and expenses incurred in the
collection or enforcement of the debt or in realizing on the collateral.
Buyer agrees to pay Finance Charges after maturity of the final installment,
or after acceleration upon default, at the Annual Percentage Rate stated
herein so long as there exists any uncured default hereunder, all without
relief from valuation or appraisement laws.

INSURANCE AGREEMENT: Automobile Physical Damage or Loss insurance is
required by Seller. Buyer may choose the person through whom the insurance is
to be obtained. If such insurance is to be obtained through Seller, the cost
for a term of _______ months will be $_______.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
                OTHERS IS NOT INCLUDED IN THIS CONTRACT

Credit insurance is not required by Seller nor is it a factor in approval of
the extension of credit. No credit insurance is to be provided unless the
Buyer signs the appropriate authorization below. Group Credit Insurance is
available for the term of the credit upon acceptance by insurer at the
following costs:

Credit Life Insurance $___________  Credit Disability Insurance $_____________

I desire Credit Life and Disability Insurance.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I desire Credit Life Insurance only.

---------------------  -------------------------------------
(Age of insured)       (Signature)

---------------------  -------------------------------------
(Age of insured)       (Signature)

I DO NOT want Credit Life or Disability Insurance

------------------------------------------------------------
(Signature)

------------------------------------------------------------
(Signature)

SEE REVERSE HEREOF FOR INFORMATION ON POSSIBLE REFUND OF CREDIT LIFE OR
DISABILITY INSURANCE PREMIUM.

             NOTICE OF PROPOSED GROUP CREDIT LIFE INSURANCE

If a charge is made above for credit life insurance and if such insurance is
to be procured by assignee, the undersigned takes notice that the decreasing
term insurance written under a Group Credit Life Insurance Policy is to be
purchased on the life of the Buyer or Buyers who signed above requesting it,
subject to acceptance by the insurer and issuance of a certificate by

          (Insurer)                      (Home Office Address)

---------------------------------------------------------------------------
The amount of premium is shown above. The term of insurance will commence on
the date of this contract and expire on the originally scheduled maturity
date of the indebtedness. The initial amount of insurance will be equal to
the initial indebtedness and will decrease as any payment is made on the
indebtedness in an amount computed by multiplying the amount of the payment
by the ratio of initial insurance over the initial indebtedness. The proceeds
of any insurance paid will be applied to reduce or extinguish the
indebtedness. If insurance is terminated prior to the scheduled maturity date
of the indebtedness, any premium refund will be paid or credited promptly to
the person entitled thereto. Refund formula is on file with the Director of
Insurance and with creditor. All of the foregoing is subject to the
provisions of the certificate of insurance to be issued.

BUYER AGREES THAT THE PROVISIONS ON THE REVERSE SIDE HEREOF SHALL CONSTITUTE
A PART OF THIS RETAIL INSTALLMENT CONTRACT AND BE INCORPORATED HEREIN. IF
THIS CONTRACT EVIDENCES THE SALE OF A USED MOTOR VEHICLE (1) BUYER
ACKNOWLEDGES RECEIPT OF THE ORIGINAL OR A TRUE COPY OF THE "BUYER'S GUIDE"
FORM DISPLAYED BY SELLER ON THE SIDE WINDOW OF THE USED VEHICLE; AND (2) THE
INFORMATION YOU SEE ON THE WINDOW FORM FOR THIS USED VEHICLE IS A PART OF
THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY
PROVISIONS IN THE CONTRACT OF SALE.
NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS
AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.
DOCUMENTARY FEE: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE
IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS
AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. THE BASE DOCUMENTARY
FEE BEGINNING JANUARY 1, 1992, WAS $40. THE MAXIMUM AMOUNT THAT MAY BE
CHARGED FOR A DOCUMENTARY FEE IS THE BASE DOCUMENTARY FEE OF $40 WHICH SHALL
BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO THE PERCENTAGE OF CHANGE IN
THE BUREAU OF LABOR STATISTICS CONSUMER PRICE INDEX. THIS NOTICE IS REQUIRED
BY LAW.
NOTICE TO BUYER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE
AGREEMENT YOU SIGN; 3. UNDER THE LAW YOU HAVE THE RIGHT, AMONG OTHERS, TO PAY
IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN UNDER CERTAIN CONDITIONS A
PARTIAL REFUND OF THE FINANCE CHARGE. BUYER ACKNOWLEDGED RECEIPT OF A FULLY
COMPLETED COPY OF THIS CONTRACT EXECUTED BY BOTH SELLER AND BUYER. GUARANTOR,
IF ANY, ACKNOWLEDGED RECEIPT OF COMPLETED COPIES OF THIS CONTRACT AND OF
EXPLANATION OF GUARANTOR'S OBLIGATION.
CO-BUYER: A CO-BUYER IS A PERSON WHO AGREES TO BE PRIMARILY RESPONSIBLE FOR
PAYING THE ENTIRE DEBT AND WHO (1) ACTUALLY RECEIVES THE VEHICLE OR (2) IS A
PARENT OR SPOUSE OF THE BUYER, OR (3) WILL BE LISTED AS AN OWNER ON THE
VEHICLE'S TITLE. BY SIGNING BELOW, (1) I CONFIRM THAT I WILL ACTUALLY RECEIVE
POSSESSION OF THE VEHICLE OR WILL USE IT, OR THAT I AM A PARENT OR SPOUSE OF
THE BUYER, OR THAT I WILL BE LISTED AS AN OWNER ON THE VEHICLE'S TITLE; (2) I
AGREE TO BE PRIMARILY OBLIGATED UNDER THIS CONTRACT; AND (3) I CONSENT TO THE
CREDITOR HAVING A SECURITY INTEREST IN THE VEHICLE.

Dated: ____________________  19___         RETAIL INSTALLMENT CONTRACT
Seller: __________________________
By: ______________________________      Buyer _____________________________
                           Title
Guarantor ________________________      Buyer _____________________________
I, hereby guarantee the collection            INSTRUCTION: If parent, spouse,
of the above described amount upon            or other person who is or will
failure of the seller named herein            be listed as an owner on the
to collect said amount from the               vehicle's title is a co-buyer,
buyer named herein.                           sign above. Other co-signers,
                                              sign on the Guarantor line.

COPYRIGHT 1997   ILLIANA FINANCIAL, INC. HICKORY HILLS, IL AND ILLINOIS
BANKERS ASSOCIATION, CHICAGO, IL (ALL RIGHTS RESERVED)

Form IFI-26 (Rev. 11/97)

<Page>

                         ADDITIONAL AGREEMENTS OF BUYER

     1.  Waiver of any default in the payment of any installment of the total
of payments when due shall not operate as a waiver of any subsequent default.
No extension of the time of payment or any other modification of the terms of
this contract shall be binding on holder unless written consent thereto is
given by an executive officer of holder. This contract shall be binding upon
and inure to the benefit of the parties, their heirs, personal
representatives, successor and assigns.

     2.  Buyer agrees to keep said motor vehicle fully insured against loss
by fire, theft and collision for the entire term of this contract in
companies acceptable to holder. Holder is authorized to purchase all
insurance included in this contract. Insurance coverages, other than required
insurance, have been voluntarily contracted for by Buyer. Buyer may elect to
purchase any required insurance  from an insurance company, agent or broker
of his own choice. If Buyer so elects, he shall furnish Seller with a policy
or binder issued by a company acceptable to Seller on or before taking
possession of the motor vehicle, and inclusion of Buyer's premiums in this
contract is optional with Seller. All policies procured by Buyer shall
provide that loss, if any, shall be payable to Buyer and to the holder of
this contract, as their respective interest may appear and a clause requiring
insurer to give the holder 10 days written notice of cancellation. In the
event of the failure of Buyer to insure said motor vehicle or to deliver a
fully paid policy to holder at the times and in the manner herein provided,
or in the event of cancellation or expiration of any policy during the term
of this contract without replacement by Buyer within 10 days, such failure
shall constitute an event of default hereunder. Holder shall have the option,
but shall not be required, to procure such insurance for Buyer and to advance
the premium therefor. Buyer hereby promises to pay any such premium with
finance charge thereon at the annual percentage rate stated on the reverse
side hereof as an additional indebtedness due hereunder. Buyer hereby assigns
to holder the proceeds of all insurance on said motor vehicle including
unearned premium refunds. In the event of default by Buyer hereunder, holder
is authorized to cancel such insurance, receive and receipt for unearned
premiums and to endorse any check or draft therefor made payable to Buyer.
Any unearned premium received by the holder shall be credited to the final
maturing installments of this contract except to the extent applied toward
payment for similar insurance protecting the interest of Buyer and the
holder, or either of them.

     3.  COLLATERAL PROTECTION INSURANCE. Unless you provide us with evidence
of the insurance coverage required by your agreement with us, we may purchase
insurance at your expense to protect our interests in your collateral. This
insurance may, but need not, protect your interests. The coverage that we
purchase may not pay any claim that you make or any claim that is made
against you in connection with the collateral. You may later cancel any
insurance purchased by us, but only after providing us with evidence that you
have obtained insurance as required by our agreement. If we purchase
insurance for the collateral, you will be responsible for the costs of that
insurance, including interest and any other charges we may impose in
connection with the placement of the insurance, until the effective date of
the cancellation or expiration of the insurance. The costs of the insurance
may be added to your total outstanding balance or obligation. The costs of
the insurance may be more than the cost of insurance you may be able to
obtain on your own.

     4.  Buyer shall not use or permit said motor vehicle to be used in
violation of any law or ordinance, State, Federal, or Municipal. Buyer shall
not sell, lease, encumber or place said motor vehicle in any other person's
possession or remove it from the State of Illinois without the written
consent of the holder of this contract. Buyer shall not use said motor
vehicle for hire or as a taxi. Buyer shall keep said motor vehicle free from
all mechanic's liens, tax liens and all other liens.

     5.  Upon the occurrence of any event of default, the holder of this
contract shall have the rights and remedies provided by Article 9 of the
Illinois Uniform Commercial Code including, but not by way of limitation, the
rights of the holder (a) to take immediate possession of the motor vehicle,
with or without judicial process, and for such purpose, to enter upon the
premises where it may be located, and (b) to give Buyer reasonable notice of
the time and place of any public sale thereof or of the time after which any
private sale or other intended disposition thereof is to be made; and (c) to
dispose of the motor vehicle at public or private sale in accordance with
said notice to Buyer and to buy at a public sale; and (d) to apply the
proceeds of sale first to the reasonable expenses of retaking, holding,
preparing for sale and selling and to reasonable attorneys' fees and legal
expenses incurred by holder, and second, to satisfaction of Buyer's
indebtedness hereon, and third, to satisfaction of any subordinate security
interest in the motor vehicle if demand therefor is received by holder before
disposition of the proceeds, and to account to Buyer for any surplus
remaining. Buyer shall be liable for any deficiency unless Buyer at the time
of his default has paid 60% or more of the deferred payment price and unless
Buyer, at the request of holder and without legal proceedings, surrenders the
motor vehicle to the holder in ordinary condition and free from malicious
damage. In the event of such voluntary surrender after Buyer has paid 60% or
more of the deferred payment price, holder shall, within 5 days from receipt
of the motor vehicle at his place of business, elect either (1) to retain the
motor vehicle and release buyer from further obligation under this contract
or, (2) to return the motor vehicle to Buyer at holder's expense and be
limited to an action to recover the balance of Buyer's indebtedness. If the
Buyer has paid an amount equal to 30% or more of the deferred payment price
at the time of repossession, the Buyer may, within 15 days, redeem the
collateral from the holder by tendering (a) the total of all unpaid amounts,
including any unpaid delinquency or deferral charges due at the time of
tender, without acceleration, and (b) performance necessary to cure any
default other than nonpayment of the amounts due; and (c) any reasonable
cost or fees incurred by the holder in the retaking of the goods. Tender of
payment and performance in this manner restores to the Buyer his rights under
the contract as though no default had occurred. The Buyer has a right to
redeem the collateral from the holder only once in this manner. At any time
before disposition of the motor vehicle as provided herein, Buyer may redeem
it by paying holder all indebtedness secured hereby as well as expenses
reasonably incurred by holder in retaking, holding, preparing the motor
vehicle for sale, arranging for the sale and reasonable attorneys' fees and
legal expenses. It is expressly agreed by Buyer that the requirements of
reasonable notice shall be met if notice is mailed to Buyer at the address of
Buyer shown herein not less than 10 days prior to the sale or other
disposition. All rights and remedies of the holder, whether provided for in
this contract or conferred by law, are cumulative.

     6. Holder is authorized to apply any payment made by Buyer hereon to any
other indebtedness of Buyer to holder, whether arising under the contract or
otherwise.

     7.  Buyer agrees that holder, in retaking said motor vehicle as herein
provided, may take possession of personal effects and property found therein
and hold the same for delivery to Buyer.

     8.  Buyer agrees that if delivery of the motor vehicle is not made at
the time of execution of this contract, the identifying number or marks and
the due date of the first installment may be inserted by Seller in Seller's
counterpart of the contract after it has been signed by Buyer.

     9.  If any provision of this contract is held invalid, the invalidity
shall not affect the remaining provisions thereof.

   "NOTICE OF POSSIBLE REFUND OF CREDIT LIFE OR DISABILITY INSURANCE PREMIUM."
IF YOU HAVE PURCHASED EITHER CREDIT LIFE OR CREDIT DISABILITY
INSURANCE, OR BOTH, TO GUARANTEE PAYMENTS BEING MADE IN CASE OF YOUR DEATH OR
DISABILITY, ON YOUR VEHICLE PURCHASED UNDER AN INSTALLMENT SALES CONTRACT,
YOU MAY BE ENTITLED TO A PARTIAL REFUND OF YOUR PREMIUM IF YOU PAY OFF YOUR
INSTALLMENT LOAN EARLY. IN CASE OF EARLY COMPLETE PAYMENT OF YOUR LOAN, YOU
SHOULD CONTACT THE SELLER OF YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE
TO SEE IF A REFUND IS DUE. IF YOUR VEHICLE DEALER FINANCED YOUR LOAN, THE
SELLER OF YOUR CREDIT LIFE OR CREDIT DISABILITY INSURANCE IS YOUR VEHICLE
DEALER.

============================================================================
                                  ASSIGNMENT

FOR VALUE RECEIVED, Seller hereby sells, assigns and transfers to

----------------------------------------------------------------------------
              (Name of Assignee)             (Address of Assignee)

ASSIGNEE, its successors and assigns, all of Seller's right, title and
interest in and to the within contract and the motor vehicle described
therein. To induce Assignee to purchase said contract, Seller represents and
warrants to Assignee (1) that the within contract is valid and genuine and
correctly states the terms of the retail installment transaction between
Seller and Buyer; (2) that the motor vehicle described has been delivered to
and accepted by the Buyer; (3) that the down payment was paid in full, in
cash or in trade, and that no part was loaned to Buyer by Seller; (4) that
Seller had good title to and the right to sell said motor vehicle to Buyer
and that the motor vehicle is free of all liens, claims and encumbrances; (5)
that no notice of any defense or right of action has been received by Seller
from Buyer nor has Seller any knowledge of any fact that would impair the
validity of the contract; (6) that Seller has the right to sell and assign
this contract to Assignee; (7) that all buyers have legal capacity to
contract; (8) that on the date of the contract Seller executed and delivered
to each Buyer a completed copy of the contract and to the Guarantor a
completed copy of the contract and Explanation of Guarantor's Obligation; (9)
Seller has complied with all requirements of the Federal Truth in Lending
Act, Regulation Z, the Federal Equal Credit Opportunity Act and the Illinois
Motor Vehicle Retail Installment Sales Act and the regulations of all
governmental agencies; (10) that on the date of the contract, Seller assigned
to Buyer the Manufacturer's Statement of Origin or the existing Certificate
of Title, as the case may be, issued covering said motor vehicle, procured
from Buyer a signed application for a new certificate of title to be issued
to Buyer and mailed to Assignee showing correctly the date of the within
contract, the name and address of Assignee as holder of the first lien on the
motor vehicle and the amount of said lien and caused to be delivered to the
Secretary of State of Illinois all of the documents described with the
prescribed fee; (11) that the motor vehicle has not been used as a taxi or
for hire or for commercial transportation or by law enforcement agencies;
(12) that the sale was made at Seller's place of business and was not a
door-to-door sale within the definition of the Federal Trade Commission Trade
Regulation Rule or the Illinois Consumer Fraud Act; and (13) that the Seller
believes the Buyer to be of good moral character and that Buyer will not use
or permit said vehicle to be used for unlawful purposes. If any of the
foregoing representations and warranties is breached, Seller agrees to
repurchase the within contract for the unpaid balance and all other
indebtedness then due from Buyer thereon, together with reasonable
attorneys' fees, costs and expenses incurred by Assignee.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
                 REPURCHASE AGREEMENT (Execute Assignment Also)

In addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event a claim or defense is asserted against Assignee by the
Buyer at any time, Seller shall, on demand, repurchase the within contract
for cash at a price equal to the net amount remaining unpaid on said
contract; and Seller shall indemnify and hold Assignee harmless from any and
all liabilities that may result at any time from any claim asserted by Buyer
for recovery of amounts paid arising out of any promise, representation or
warranty made by Seller or the Manufacturer to Buyer.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
              FULL RECOURSE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations to set forth in the above assignment,
Seller unconditionally guarantees prompt and full payment by Buyer of the
Total of Payments and all other amounts due from Buyer under the within
contract. If Buyer shall fail to pay any installment when due, Seller agrees
to pay to Assignee, on demand, the full amount remaining unpaid on said
contract. Seller agrees that it shall not be necessary for Assignee to
proceed first against Buyer or to have recourse to the motor vehicle before
proceeding to enforce this agreement. Extension of the time of payment or
variation of terms effected by Assignee with Buyer shall not release Seller
from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
         LIMITED REPURCHASE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations set forth in the above assignment, Seller
agrees, in the event that Assignee repossesses the motor vehicle described in
the within contract on account of default by Buyer and delivers the same to
Seller, Seller shall, on demand, repurchase said motor vehicle for cash at a
price equal to the amount remaining unpaid on said contract plus all costs
and expenses, including attorneys' fees, incurred by Assignee by reason of
Buyer's default or in connection with repossession and delivery of the motor
vehicle. This repurchase agreement shall remain in effect until Buyer has
paid __________ full installments of the Total of Payments. Extension of the
time of payment or variation of terms effected with the Buyer shall not
release Seller from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

------------------------------------------------------------------------------
               LIMITED GUARANTEE AGREEMENT (Execute Assignment Also)

In Addition to Seller's obligations set forth in the above assignment, Seller
unconditionally guarantees that, in the event of default by the Buyer in the
full payment of any installment of the within contract when due, Seller will
pay to Assignee, on demand, the unpaid balance then due on the contract up to
the limit of $_____________. This guarantee shall terminate after Buyer has
paid __________ full scheduled installments on the Total of Payments.
Extension of the times of payment or variation of terms effected by Assignee
with Buyer shall not release Seller from his obligation hereunder.

Dated: __________________________ 19 __  _____________________________________
                                                    Seller

                                         By: _________________________________
                                             Authorized Signature       Title

<Page>

                                                                       EXHIBIT G

                         PAYMENT APPLICATION PROCEDURES

The following procedures will be followed when funds in excess of the Scheduled
Payment have been received:

- At the Lockbox--
Regardless of loan type, funds received at the Lockbox will be applied to
accounts as normal monthly installments, paying interest and principal and,
when 95% of a full payment has been received, advancing the date next due.
However, if funds received at the Lockbox are in excess of three monthly
installments, the Lockbox will forward the item to Borrower for In-House
processing.

- In-House--
Regardless of loan type, funds received directly at Borrower from the customer
or forwarded from the Lockbox, which are less than $1,000.00, will be processed
as monthly installments, paying interest and principal and, when 95% of a full
payment has been received, advancing the date next due.

Funds which total $1,000.00 or more will require further information before
processing. Procedures will vary according to loan type.

- Daily Simple Interest--
Funds received which total $1,000.00 or more for this loan type will be handled
in the following manner:

Funds will first be applied to outstanding installments in order to bring the
loan current, then to late charges and miscellaneous fees. Any remaining excess
funds will be applied to reduce the outstanding principal amount without
advancing the date next due.

Any refunded portion of extended warranty protection plan costs or of physical
damage, credit life or disability insurance premiums in the Amount Financed
(otherwise referred to as Rebates), will be applied to the customer accounts as
a principal reduction without advancing the due date.

All funds, including principal, interest, late charges, miscellaneous fees and
Rebates which have been applied to the customer accounts, will be passed through
to the appropriate account(s) within 48 hours of posting. Those same funds,
including funds which have advanced the due date beyond the current month, will
be passed through to the Investor(s) with their monthly distribution for the
current collection period.


                                       G-1
<Page>


- Precomputed Actuarial and Rule of 78s--
Funds received which total $1,000.00 or more for these loan types will be
handled in the following manner:

Funds will first be applied to outstanding installments in order to bring the
loan current, then to late charges and miscellaneous fees. Any remaining excess
funds will be categorized as follows:

Payahead Funds: Funds which have advanced the date next due and will be passed
through to the Investor(s) when they become Scheduled Payments due.

Payable Funds: Funds which have not advanced the date next due as these funds
were not intended to be used as Scheduled Payments (for example, Rebates).

All funds received will be passed through to the appropriate account(s) within
48 hours of posting. On the distribution date, all actually collected Scheduled
Payments due will be passed through to the Investor(s) for the current
collection period.

Excess funds received from or on behalf of the obligor will be held in the
Collection Account or the Payahead Account until such time that they become
due.

- All customers, regardless of loan type--
Monthly, customers will receive statements showing the effect of the excess
funds to their loan balances. The statements will reflect $0.00 due for the
current monthly installment if their date next due was advanced until such time
that a current monthly installment is due.

- Precomputed Actuarial and Rule of 78s--
Borrower will, upon request, supply the investor with an analysis of funds
paid in advance.

                                      G-2
<Page>


                                                                       EXHIBIT H

                            PAYMENT DEFERMENT POLICY

-        Borrower may grant a payment deferment provided that the deferment does
         not exceed 1 month (2 months if 12 or more payments have been made and
         if the deferment is granted in writing by the President, an Executive
         Vice President or the California Regional Manager).

-        Not more than 1 deferment may be granted during any 12-month period.

-        The aggregate of all deferment periods during the term of a Contract
         may not exceed the lesser of 8 months or 50% of the weighted average
         life of the original term of the Contract.

-        At least 6 payments must be made before a deferment may be granted.

-        A request for a deferment must be made in writing, stating the reason
         for the request.

-        The deferment must bring the account current, so that after the
         deferment is processed no payment is then due.

-        Except as otherwise set forth in this policy, deferments must be
         granted in writing by the Collection Manager or someone of equal or
         higher rank.

-        A deferment fee will be collected for each deferment if allowed by
         applicable law and may be waived only by the President, an Executive
         Vice President or the California Regional Manager; provided, however,
         that no deferment will be granted unless the Borrower believes in good
         faith that the account probably would default in the reasonably
         foreseeable future if a deferment is not approved.

-        Deferments which do not meet the above criteria may be granted in
         writing on an exception basis (e.g. when required by law) by the
         President, an Executive Vice President or the California Regional
         Manager.

-        Not more than 8 payment deferments may be granted with respect to any
         Contract over the life of such Contract (including both before and
         after the related Cut-Off Date).

-        As of January 1, 1998 and each month thereafter, the aggregate number
         of


                                      H-1
<Page>


         Contracts the terms of which have been extended during the preceding
         3-month period shall not exceed 3% of the number of Contracts at the
         beginning of the preceding 3-month period.


-        No deferment may extend the date for final payment of a Contract beyond
         the last day of the record Collection Period preceding the Final
         Scheduled Distribution Date.

                             DUE DATE CHANGE POLICY

-        Borrower may grant a due date change provided that the new due date is
         within twenty-nine (29) days of the current due date.

-        Not more than two (2) due date changes may be granted over the term of
         a Contract.

-        If two (2) due date changes are granted, the total number of days by
         which the maturity date is extended may not exceed twenty-nine (29).

-        A request for a due date change must be made in writing, stating the
         reason for the request.

-        The account must be current at the time the request is received.

-        Due date changes must be granted in writing by the Collection Manager
         or someone of equal or higher rank.

-        No due date change may be granted if the aggregate of all delinquent
         periods and the requested due date change would exceed the lesser of
         eight (8) months or 50% of the original term of the Contract.


                                       H-2
<Page>


                                                                       EXHIBIT I

                             [FORM OF SALE NOTICE]
                                                                          [Date]

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Attention:

Ladies and Gentlemen:

The undersigned, Long Beach Acceptance Corp., refers to the Warehouse Lending
Agreement, dated as of January 30, 1998 (as amended, supplemented or otherwise
modified from time to time, the "Agreement," the terms defined therein being
used herein as therein defined), between the undersigned and you.

     The undersigned hereby delivers this Sale Notice to you pursuant to Section
3.03(c) of the Agreement.

I. SALE.

(a) TYPE: ________________________________________

(b) PARTIES: _____________________________________

(c) CLOSING DATE: ________________________________

(d) ANTICIPATED GROSS PROCEEDS: __________________

(e) ANTICIPATED NET PROCEEDS: ____________________

II. AFFECTED CONTRACTS. Attached hereto as SCHEDULE 1 is a list of all Contracts
which are the subject of the Sale described in I above, setting forth for each
such Contract as of the later of the end of the calendar month for which the
most recent Borrowing Base Certificate has been delivered to you pursuant to
Section 6.14 of the Agreement and Borrowing Date applicable to such Contract the
following: loan number, balance, delinquency status and Borrowing Date.

III. MANDATORY PREPAYMENT OF LOANS. In accordance with the provisions of Section
3.03(c) of the Agreement, on the closing date for the Sale specified in I(c)
above, the undersigned shall prepay the Total Outstandings in the amount of
$____________, which amount represents the


                                      I-1
<Page>


product of the balance of each Contract as set forth on SCHEDULE 1 hereto
multiplied by the Borrowing Base calculation or Advance Rate applicable to such
Contract, as the case may be. Such payment shall be accompanied by the payment
of all accrued and unpaid interest due and owing on the principal amount so
prepaid.

Pursuant to the terms of Section 12(b) of the Security Agreement, the
undersigned hereby requests that each of the Contracts set forth on SCHEDULE 1
hereto be released from the Lien under the Security Agreement upon payment in
full of the amount set forth in III above to you.

The undersigned hereby represents and warrants to you that all of the
information set forth in this Sale Notice and in the Schedule attached hereto is
true, accurate and complete in all respects.

                                Very truly yours,

                                LONG BEACH ACCEPTANCE CORP



                                By: ______________________________
                                Title: (1) ___________________


________________________
(1) TO BE SIGNED BY A RESPONSIBLE OFFICER.


                                       I-2
<Page>
                                                                       EXHIBIT J



                           LONG BEACH ACCEPTANCE CORP.

                               PROGRAM GUIDELINES





                                      J-1
<Page>
                    LBAC NATIONAL PROGRAMS (Investor Matrix)

                               THE M.A.C. PROGRAM(SM)

                           Matrix of Automobile Credit
<Table>
<Caption>
LBAC PROGRAMS                             CLASS I         CLASS IIA          CLASS IIB           CLASS III      LIMITED CREDIT
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>            <C>                       <C>            <C>
ACQUISITION FEE                                                           Refer to State Matrix
VSI FEE                                                                   Refer to State matrix
DISCOUNT FEE                                                              Refer to State Matrix

LOAN AMOUNTS
     Minimum                               $5,000           $5,000              $5,000              $3,000              $3,000
     Maximum                              $50,000          $40,000             $35,000             $25,000             $17,500
MAXIMUM ADVANCE PROGRAM                     140%             140%                140%                140%                125%
     Invoice/NADA/KELLEY                    120%             115%                115%                115%                100%
     Plus TT&L                              YES              YES                 YES                 YES               INCLUDES
     Plus Warranty                         $1,500           $1,500              $1,500              $1,500              $1,500
     4X4/Highline/Premium
       Warranty                            $2,000           $2,000              $2,000              $2,000              $2,000
     Plus Alarm                           UP TO 350        UP TO 350           UP TO 350          UP TO 350            UP TO 350
     Plus Credit Life and
       Disability                         State Cap        State Cap           State Cap          State Cap            State Cap
PROGRAM DESCRIPTION
     Minimum Down Payment
       Required                              10%              10%                 10%                10%                  15%
     Residence and Employment
       Stability                           2-2 YR           2-2 YR             1-1 YR               1-1 YR              2-1 YR
     Qualifying Monthly
       Income Gross (Individual)                                          Refer to State Matrix
     Qualifying Monthly
       Income Gross (Joint)                                               Refer to State Matrix
     Military (Individual)
       Living on post
     Military (Joint) Living
       on post
     Military (Individual)
       Living off post
     Military (Joint)
       Living off post
                                          w/Income         w/Income            w/Income            w/Income
                                         LESS THAN         LESS THAN           LESS THAN           LESS THAN
                                         $2000-50%         $2000-50%          $2000-50%           $2000-50%
Debt Ratio: Gross                        w/Income           w/Income           w/Income            w/Income
                                        GREATER THAN     GREATER THAN        GREATER THAN        GREATER THAN            50%
                                          $2000-55%        $2000-55%          $2000-55%           $2000-55%

                                                                                                  LESS THAN           LESS THAN
                                                                                                    2000=18            2000=18
                                                                                                 GREATER THAN        GREATER THAN
Max Car Payment to Gross
  Income                                    25%               25%                25%               2000=20             2000=20
Rent Factor                                                               Refer to State Matrix
Insurance Factor                           $100              $100               $100                $100                $100
                                     2Y 2 Rev & 1 Ins
                                        with high          1 Y 2 Rev      1Y 2 Rev or 1 Ins      6 Mon 2 Rev or
Minimum Credit History                credit of $3000      or 1 ins     w/high credit of $1500      1 Ins                N/A
Repossessions                              NONE              2YR                 1YR                 1YR                 N/A
Bankruptcies                               NONE           2YR-DISCH           1YR-DISCH             DISCH                N/A
Tax Liens                               None (open)           5%                 5%                  5%                  N/A
                                         AGGREGATE        AGGREGATE           AGGREGATE           AGGREGATE
Derogs:Judgement, Collection
  and/or Charge Offs                      $500               $4000              $5,000             $10,000               N/A
                                         CUR-MAX            CURRENT            CURRENT            30 DAY MAX
Installment                             PREV 3X30         MAX PREV 60       MAX PREV N/A*          PREV N/A              N/A
                                                                                                  30 DAY MAX
                                         CUR-MAX            CURRENT            CURRENT             IF TRADE
Auto                                    PREV 3X30         MAX PREV 60       MAX PREV N/A*          PREV N/A*             N/A
                                         CUR-MAX            CURRENT            CURRENT            30 DAY MAX
Mortgage                                PREV 0X30         MAX PREV 6O       MAX PREV N/A*          PREV N/A              N/A
                                         CUR-MAX            CURRENT           30 DAY MAX          60 DAY MAX
Revolving: Minor/Major                  PREV 1X6         MAX PREV 60-90      PREV N/A              PREV N/A              N/A
References                                  1                  3                5                     5                   5
</Table>

- Cars in excess of 90,000 miles can only be advanced up to 100% including TT&L
(except CA)
- Max rebatable is $2000 on limited credit
- Or NADA or KELLEY value whichever is less (CA $500)
- Factory rebate may be applied towards total down payment
- Up to 50% of factory rebate may be applied toward total down payment
- 3yr history or residence & employment to be listed on application
- Previous auto history is required (except CA)
- For purpose of debt ratio use 3% payment factor on balances greater than $500
and less than 2 years old (in states where garnishments are allowed.)
- Special consideration will be given to borrowers with stability in both
residence and employment, compensating factors, medical judgments, and non
credit judgments.

* Except in Mid-west region.

TERM EXTENSIONS
No term extensions without LBAC prior approval
No term extensions on cars with excess mileage
Maximum extension on Class III - 6 months -
Max term on Class III
and Limited Credit is 60 months
Max term 66 Mos. on new cars (including extension)
No term extensions on vehicles in excess of 85,000 miles
No 72 month term available.
No term extension on Limited Credit.


<Page>


                                                                       EXHIBIT K

                        [FORM OF REMITTANCE CERTIFICATE]

                                                                          [Date]

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Attention:

Ladies and Gentlemen:

The undersigned, Long Beach Acceptance Corp., refers to the Warehouse Lending
Agreement, dated as of January 30, 1998 (as amended, supplemented or otherwise
modified from time to time, the "Agreement," the terms defined therein being
used herein as therein defined), between the undersigned and you.

     The undersigned hereby delivers this Remittance Certificate to you pursuant
to Section 6.15 of the Agreement and hereby certifies to you as follows as of
___________, 199__:(1)

                                    [TO COME]

The undersigned hereby represents and warrants to you that all of the
information set forth in this Remittance Certificate is true, accurate and
complete in all respects.

                                           Very truly yours,

                                           LONG BEACH ACCEPTANCE CORP.


                                           By: ______________________________
                                           Title: (2) ________________

______________________________
(1) Date should be the last day of the immediately preceding calendar month.
(2) To be signed by a Responsible Officer.


                                       K-1
<Page>


                                                                       EXHIBIT L

                          [FORM OF SECURITY AGREEMENT]

     SECURITY AGREEMENT, dated as of January 30, 1998, made by LONG BEACH
ACCEPTANCE CORP., a Delaware corporation (the "PLEDGOR"), in favor of GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (the "PLEDGEE").

                                  WITNESSETH:

     WHEREAS, pursuant to the Warehouse Lending Agreement, dated as of January
30, 1998, between the Pledgor and the Pledgee (as may be amended, supplemented
or otherwise modified from time to time in accordance with its terms, the
"WAREHOUSE LENDING AGREEMENT"), the Pledgee has agreed to make Loans (as defined
therein) to the Pledgor;

     WHEREAS, it is a condition precedent to the obligation of the Pledgee to
enter into the Warehouse Lending Agreement and to make the Loans to the Pledgor
thereunder that the Pledgor shall have executed and delivered this Agreement to
the Pledgor;

     WHEREAS, pursuant to the Residual Financing Agreements (as defined herein),
the Pledgee has agreed to make "Loans" (as defined therein) to Long Beach
Acceptance Receivables Corp. ("RECEIVABLES CORP."), a wholly owned Subsidiary of
the Pledgor;

     WHEREAS, pursuant to the Guarantees under and as defined in the Residual
Financing Agreements, the Pledgor has guaranteed the obligations of Receivables
Corp. under the Residual Financing Agreements as provided therein;

     NOW, THEREFORE, in consideration of the premises and to induce the Pledgee
to enter into the Warehouse Lending Agreement and to make the Loans to the
Pledgor thereunder, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Pledgor hereby agrees with
the Pledgee as follows:

     Section 1. DEFINED TERMS. (a) Unless otherwise defined herein, capitalized
terms which are defined in the Warehouse Lending Agreement and used herein shall
have the meanings given to them in the Warehouse Lending Agreement.

     (b) The following terms shall have the following meanings:

     "AGREEMENT" shall mean this Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.


                                       L-1
<Page>


     "CODE" means the Uniform Commercial Code as from time to time in effect in
the State of New York (or other applicable jurisdiction).

     "COLLATERAL" has the meaning set forth in Section 2 hereof.

     "COMPUTER TAPE" means a computer tape generated by the Borrower which
provides information relating to the Contracts as more particularly described in
the Custody Agreement.

     "PROCEEDS" has the meaning assigned to it under the Code and, in any event,
shall include, but not be limited to, any and all amounts from time to time paid
or payable under or in connection with any of the Collateral.

     "RECORDS" means, with respect to any Contract, all documents, books,
records and other information (including, without limitation, computer programs,
tapes, discs, punch cards, data processing software and related property and
rights) relating to such Contract.

     "RELATED Assets" means (i) the Pledgor's security interest in Financed
Vehicles, (ii) the Pledgor's rights, remedies, powers and privileges under the
Contracts, including any personal guaranty thereof, (iii) the Pledgor's rights,
remedies, powers and privileges under the Custody Agreement, (iv) the Pledgor's
rights, remedies, powers and privileges under the Dealer Agreements, including
but not limited to Dealer Recourse and any holdback amounts, (v) insurance
proceeds under Insurance Policies, and (vi) all Proceeds of the foregoing, in
each case, only to the extent such items relate to the Contracts.

     "RESIDUAL FINANCING OBLIGATIONS" means all obligations and liabilities of
every nature of Borrower or Receivables Corp. from time to time owing to Lender,
in each case whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), to the extent such obligations and liabilities
arise under, out of, or in connection with, any Residual Financing Agreement,
any guarantee related thereto or any other document made, delivered or given in
connection with any of the foregoing, in each case whether on account of
principal, premium, if any, interest, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all reasonable fees and disbursements
of counsel to Lender).

     "RF EVENT OF DEFAULT" means the occurrence of any Event of Default under
and as defined in any Residual Financing Agreement (after giving effect to any
grace or cure period applicable thereto).

     "SECURED OBLIGATIONS" means, collectively, the Obligations under the
Warehouse Lending Agreement and the Residual Financing Obligations.


                                       L-2
<Page>


     (c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.

     (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     Section 2. GRANT OF SECURITY INTEREST. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor
hereby pledges, assigns and transfers to the Pledgee and its successors,
endorsees, transferees and assigns and hereby grants to the Pledgee and its
successors, endorsees, transferees and assigns a continuing security interest in
all of the Debtor's right, title and interest in, to and under all of the
following property whether now owned or existing or at any time hereafter
acquired or arising by the Pledgor or in which the Pledgor now has or at any
time in the future may acquire any right, title or interest (collectively, the
"COLLATERAL"):

                (a) all Contracts;

                (b) all Records;

                (c) all Related Assets;

                (d) the Collection Account;

                (e) all books and records pertaining to the Collateral; and

                (f) the Lockbox Account, insofar as amounts on deposit therein
relate to the Contracts; and

                (g) to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing.

     Section 3. RIGHTS OF PLEDGEE; LIMITATIONS ON PLEDGEE'S AND OBLIGATIONS.

     (a) NO LIABILITY OF PLEDGEE UNDER CONTRACTS. The Pledgee shall have no
obligation or liability under any Contract or any Related Asset by reason of or
arising out of this Agreement or the receipt by the Pledgee of any payment
relating to such Contract or any Related Asset pursuant hereto, nor shall the
Pledgee be obligated in any manner to perform any of the obligations of the
Pledgor under or pursuant to any Contract or any Related Asset or any other
Collateral, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any Contract or any Related Asset, to present or
file any claim, to take any action to enforce any


                                      L-3
<Page>

performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

     (b) NOTICE TO OBLIGORS. Upon the request of the Pledgee at any time after
the occurrence and during the continuance of an Event of Default or RF Event of
Default, the Pledgor shall notify the parties to any Contract upon request from
the Pledgee that such Contract has been assigned to the Pledgee and that
payments in respect thereof shall be made directly to the Pledgee. At any time
and from time to time after the occurrence and during the continuance of an
Event of Default or an RF Event of Default, the Pledgee may in its own name or
in the name of others communicate with the parties to any Contract to verify
with them to its satisfaction the existence, amount and terms of such Contract.

     Section 4. REPRESENTATIONS AND WARRANTIES. The Pledgor hereby represents
and warrants to the Pledgee that:

     (a) POWER AND AUTHORITY. The Pledgor has the corporate power and
authority, and the legal right, to make, deliver and perform its obligations
under, and to grant the security interest in the Collateral to the extent
provided in, and pursuant to, this Agreement and has taken all necessary
corporate action to authorize the execution, delivery and performance of, and
grant of the security interest in the Collateral to the extent provided in, and
pursuant to, this Agreement.

     (b) TITLE: NO OTHER LIENS. The Pledgor owns each item of the Collateral
free and clear of any and all Liens other than (i) tax liens and mechanics'
liens arising after the related Cut-off Date and (ii) the lien of CBT under the
CBT Warehouse Agreement and the lien of Lender under the Bridge Facility and/or
the Receivables Purchase Facility, which in each case under this clause (ii)
shall be released immediately prior to the pledge hereunder. Except as set forth
on SCHEDULE 2 hereto, no security agreement, financing statement or other public
notice similar in effect with respect to all or any part of the Collateral is on
file or of record in any public office, except such as have been filed in favor
of the Pledgee pursuant to this Agreement.

     (c) PERFECTED FIRST PRIORITY LIENS. (i) This Agreement is effective to
create, as collateral security for the Secured Obligations, valid and
enforceable Liens on the Collateral in favor of the Pledgee.

               (ii) Upon filing of the financing statements delivered to the
         Pledgee by the Pledgor on the Closing Date in the jurisdictions listed
         in SCHEDULE 3 hereto (which financing statements are in proper form for
         filing in such jurisdictions) and the delivery to, and continuing
         possession by, the Pledgee or its nominee of all the Contracts, the
         Liens created pursuant to this Agreement will constitute a first
         priority perfected security interest in the Collateral in favor of the
         Pledgee, which Liens will be prior to all other Liens of all other
         Persons and which Liens are enforceable as such as against all other
         Persons.

     (d) CONSENTS. Except as set forth on SCHEDULE 4 hereto, no consent or


                                       L-4
<Page>

authorization of, filing with or other act by or in respect of any Governmental
Authority or any other Person is required in connection with the execution,
delivery, performance, validity or enforceability of any Collateral by the
Pledgor or (to the knowledge of the Pledgor) any other party thereto other than
those which have been duly obtained, made or performed and are in full force and
effect.

     (e) CHIEF EXECUTIVE OFFICE. The Pledgor's chief executive office and chief
place of business and the place where it maintains its books and records is
located at as set forth in Section 5.12 of the Warehouse Lending Agreement or
such other location of which the Pledgor shall have provided written notice to
the Pledgee pursuant to Section 5(h) hereof.

     (f) TRADE NAMES. Any and all trade names or prior names under which the
Pledgor transacts, intends to transact (or has transacted within the five (5)
years preceding the Closing Date) any part of its business are those which are
set forth on SCHEDULE 5 hereto.

     Section 5. COVENANTS. The Pledgor covenants and agrees with the Pledgee
that, from and after the date of this Agreement until the termination of this
Agreement in accordance with Section 12(a):

         (a) FURTHER DOCUMENTATION; DELIVERY OF INSTRUMENTS. At any time and
         from time to time, upon the written request of the Pledgee and at the
         sole expense of the Pledgor, the Pledgor will promptly and duly execute
         and deliver such further instruments and documents and take such
         further action as the Pledgee may reasonably request for the purpose of
         obtaining or preserving the full benefits of this Agreement and of the
         rights and powers herein granted, including, without limitation, the
         filing of any financing or continuation statements under the Uniform
         Commercial Code in effect in any jurisdiction with respect to the Liens
         created hereby. The Pledgor also hereby authorizes the Pledgee to file
         any such financing or continuation statement without the signature of
         the Pledgor to the extent permitted by applicable law. A carbon,
         photographic or other reproduction of this Agreement shall be
         sufficient as a financing statement for filing in any jurisdiction.

         (b) INDEMNIFICATION. The Pledgor agrees to pay, and to save the Pledgee
         and its agents, officers, directors and successors harmless from, any
         and all liabilities and reasonable costs and expenses (including,
         without limitation, reasonable legal fees and expenses) (i) with
         respect to, or resulting from, any delay by the Pledgor in paying any
         and all excise, sales or other similar taxes which may be payable or
         determined to be payable with respect to any of the Collateral, (ii)
         with respect to, or resulting from, any delay by the Pledgor in
         complying with any Requirement of Law applicable to any of the
         Collateral or (iii) in connection with any of the transactions
         contemplated by this Agreement, provided that such indemnity shall not,
         as to the Pledgee or any of its agents, officers, directors and
         successors, be available to the extent that such liabilities, costs and
         expenses resulted from the gross negligence or willful misconduct of
         any of the same. In any suit, proceeding or action brought by the
         Pledgee under any Contract or any other Collateral for any sum owing
         thereunder, or to enforce any provisions of any Contract or


                                       L-5
<Page>

         any other Collateral, the Pledgor will save, indemnify and keep the
         Pledgee and its agents, officers, directors and successors harmless
         from and against all expense, loss or damage suffered by reason of any
         defense, set-off, counterclaim, recoupment or reduction or liability
         whatsoever of the obligor thereunder, arising out of any obligation
         thereunder or arising out of any other agreement, indebtedness or
         liability at any time owing to or in favor of such account debtor, such
         obligor or any of their respective successors from the Pledgor.

         (c) MAINTENANCE OF RECORDS. The Pledgor will keep and maintain at its
         own cost and expense reasonably satisfactory and complete records of
         the Collateral, including, without limitation, a record of all payments
         received and all credits granted with respect to the Collateral, and
         shall mark such records to evidence this Agreement and the Liens and
         the security interests created hereby. For the Pledgee's further
         security, the Pledgee, shall have a security interest in all of the
         Pledgor's books and records pertaining to the Collateral, and the
         Pledgor shall permit the Pledgee or its representatives to review such
         books and records at the location where such books and records are kept
         and at the reasonable request of the Pledgee.

         (d) LIMITATION ON LIENS ON COLLATERAL. The Pledgor will not create,
         incur or permit to exist, will defend the Collateral against, and will
         take such other action as is reasonably necessary to remove, any Lien
         or adverse claim on or to any of the Collateral and will defend the
         right, title and interest of the Pledgee in and to any of the
         Collateral against the claims and demands of all Persons whomsoever.

         (e) LIMITATIONS ON DISPOSITIONS OF COLLATERAL. Without the prior
         written consent of the Pledgee, the Pledgor will not sell, assign,
         transfer, exchange or otherwise dispose of, or grant any option with
         respect to, the Collateral, or attempt, offer or contract to do so,
         except as otherwise permitted by the Warehouse Lending Agreement.

         (f) FURTHER IDENTIFICATION OF COLLATERAL. The Pledgor will furnish to
         the Pledgee from time to time such statements and schedules further
         identifying and describing the Collateral, and such other reports in
         connection with the Collateral, as the Pledgee may reasonably request,
         all in reasonable detail.

         (g) NOTICES. The Pledgor will advise the Pledgee promptly, in
         reasonable detail, at its address set forth in Section 10.11 of the
         Warehouse Lending Agreement, (i) of any Lien or material adverse claim
         asserted against, any of the Collateral and (ii) of the occurrence of
         any other event which could reasonably be expected in the aggregate to
         have a material adverse effect on the aggregate value of the Collateral
         or the Liens created hereunder.

         (h) CHANGES IN LOCATIONS, NAME, ETC. The Pledgor will not (i) change
         the location of its chief executive office/chief place of business from
         that specified in Section 4(e) hereof or remove its books and records
         from the location specified in Section 4(e)


                                      L-6
<Page>


         hereof, or (ii) change its name, identity or corporate structure to
         such an extent that any financing statement filed in connection with
         this Agreement would become seriously misleading, unless, in each case,
         the Pledgor (x) shall have given the Pledgee at least 30 days' prior
         written notice thereof and (y) prior to effecting any such change,
         shall have taken such actions as may be necessary or, upon the
         reasonable request of the Pledgee, advisable to continue the perfection
         and priority of the Liens granted pursuant hereto.

     Section 6. PLEDGEE'S APPOINTMENT AS ATTORNEY-IN-FACT.

     (a) POWERS. The Pledgor hereby irrevocably constitutes and appoints the
Pledgee and any officer or agent of the Pledgee, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Pledgor and in the name of
the Pledgor or in its own name, from time to time in the Pledgee's
discretion, for the purpose of carrying out the terms of this Agreement, to
take any and all appropriate action and to execute any and all documents and
instruments which may be reasonably necessary or desirable to accomplish the
purposes of this Agreement to the extent permitted by law, and, without
limiting the generality of the foregoing, the Pledgor hereby gives the
Pledgee the power and right, on behalf of the Pledgor, without notice to or
assent by the Pledgor, to do, at any time when an Event of Default or an RF
Event of Default has occurred and is continuing, the following to the extent
permitted by law:

               (A) in the name of the Pledgor or its own name, or otherwise, to
         take possession of and indorse (without recourse) and collect any
         checks, drafts, notes, acceptances or other instruments for the payment
         of moneys due under any Collateral and to file any claim or to take any
         other action or institute any proceeding in any court of law or equity
         or otherwise deemed appropriate by the Pledgee for the purpose of
         collecting any and all such moneys due under such Collateral whenever
         payable;

               (B) to pay or discharge taxes and Liens levied or placed on the
         Collateral, to effect any repairs or any insurance called for by the
         terms of this Agreement and to pay all or any part of the premiums
         therefor and the costs thereof; and

               (C) (A) to direct any party liable for any payment under any of
         the Collateral to make payment of any and all moneys due or to become
         due thereunder directly to the Pledgee or as the Pledgee shall direct;
         (B) to ask for, or demand, collect, receive payment of and receipt for,
         any and all moneys, claims and other amounts due or to become due at
         any time in respect of or arising out of any Collateral; (C) to sign
         and indorse any invoices, freight or express bills, bills of lading,
         storage or warehouse receipts, drafts against debtors, assignments,
         verifications, notices and other documents in connection with any of
         the Collateral; (D) to commence and prosecute any suits, actions or
         proceedings at law or in equity in any court of competent jurisdiction
         to collect the Collateral or any


                                       L-7
<Page>


         thereof and to enforce any other right in respect of any Collateral;
         and (E) generally, at any time, or from time to time, to take all other
         actions in the exercise of any right or remedy available to a secure
         party under the Uniform Commercial Code of each applicable
         jurisdiction, any Loan Document, or otherwise by law or agreement.

The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until the payment in full of the Secured
Obligations and the and the termination of the Warehouse Lending Agreement.

     (b) OTHER POWERS. The Pledgor also authorizes the Pledgee, from time to
time if an Event of Default or RF Event of Default shall have occurred and be
continuing, to execute and/or file and record, in connection with any sale
provided for in Section 9 hereof, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral.

     (c) NO DUTY ON THE PART OF THE PLEDGEE. The powers conferred on the Pledgee
and hereunder are solely to protect the Pledgee's interests in the Collateral
and shall not impose any duty upon the Pledgee to exercise any such powers. The
Pledgee shall be accountable only for amounts that they actually receive as a
result of the exercise of such powers, and neither it nor any of its officers,
directors, employees, affiliates, agents or successors shall be responsible to
the Pledgor for any act or failure to act hereunder, except for their gross
negligence or willful misconduct.

     Section 7. PERFORMANCE BY PLEDGEE OF PLEDGOR'S OBLIGATIONS. If the Pledgor
fails to perform or comply with any of its agreements contained herein and the
Pledgee, as provided for by the terms of this Agreement, shall perform or
comply, or otherwise cause performance or compliance, with such agreements, the
reasonable expenses of the Pledgee incurred in connection with such performance
or compliance, together with interest thereon at a rate per annum equal to the
default rate applicable to the Loans as set forth in the Warehouse Lending
Agreement, shall be payable by the Pledgor to the Pledgee on demand, and the
Pledgor's obligations to make such payments shall constitute Secured Obligations
secured hereby.

     Section 8. REMEDIES. (a) If an Event of Default or an RF Event of
Default shall occur and be continuing, the Pledgee may exercise all rights
and remedies of a secured party under the Code, and, to the extent permitted
by law, all other rights and remedies granted to the Pledgee in this
Agreement, and the other Loan Documents and in any other instrument or
agreement securing, evidencing or relating to the Secured Obligations.
Without limiting the generality of the foregoing, the Pledgee, without demand
of performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or upon
the Pledgor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances, to
the extent permitted by law, forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof,

                                       L-8
<Page>


and/or may forthwith sell, lease, assign, give option or options to purchase,
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker's board or office of the
Pledgee or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Pledgee shall have the
right, to the extent permitted by law, upon any such sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right
or equity of redemption in the Pledgor, which right or equity is hereby
waived and released. The Pledgor further agrees, at the Pledgee's request, to
assemble the Collateral and make it available to the Pledgee at places which
the Pledgee shall reasonably select, whether at the Pledgor's premises or
elsewhere. The Pledgee shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or incidental to
the care or safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Pledgee, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment and performance
in whole or in part of the Secured Obligations then due and owing, in the
order of priority specified in Section 8 hereof, and only after such
application and after the payment by the Pledgee of any other amount required
by any provision of law, including, without limitation, Section 9-504(1)(c)
of the Code, need the Pledgee account for the surplus, if any, to the
Pledgor. To the extent permitted by applicable law, (a) the Pledgor waives
all claims, damages and demands it may acquire against the Pledgee arising
out of the repossession, retention or sale of the Collateral, other than any
such claims, damages and demands that may arise from the gross negligence or
willful misconduct of any of: them, and (b) if any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such
sale or other disposition. The Pledgor shall remain liable for any deficiency
if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay in full all Secured Obligations, including, without
limitation, the reasonable fees and disbursements of any attorneys employed
by the Pledgee to collect such deficiency, as provided in the Warehouse
Lending Agreement or any Residual Financing Agreement, as the case may be.

     (b) SERVICING RIGHTS. Any sale or other disposition by the Pledgee of
all or any part of the Collateral shall be made free and clear of any and of
the Pledgee's rights pursuant to Article IX of the Warehouse Lending
Agreement, and each and every right of the Pledgee with respect thereto shall
terminate as to such Collateral as of the date of such sale or other
disposition.

     Section 9. LIMITATION ON DUTIES REGARDING PRESERVATION OF COLLATERAL. The
Pledgee's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the Pledgee
deals with similar property for its own account. Neither the Pledgee nor any of
its respective directors, officers, employees, affiliates or agents shall be
liable for failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or any
other Person.


                                       L-9
<Page>


     Section 10. POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are powers coupled with
an interest and are irrevocable until the termination of this Agreement in
accordance with Section 11 a) hereof.

     Section 11. RELEASE OF COLLATERAL AND TERMINATION. (a) This Agreement
shall remain in full force and effect and be binding in accordance with and
to the extent of its terms and the security interest created by this
Agreement shall not be released until the payment in full of the Secured
Obligations shall have occurred, the Commitment shall have been terminated,
the Warehouse Lending Agreement shall have terminated pursuant to its terms
and each Residual Financing Agreement shall have been terminated pursuant to
its terms, at which time the Collateral shall be released from the Liens
created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Pledgee and the Pledgor
hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Pledgor, provided that if any payment, or any part thereof, of
any of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Pledgee upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Pledgor or any other Person, or upon or
as a result of the appointment of a receiver, intervenor or conservator of,
or a trustee or similar officer for, the Pledgor or any other Person or any
substantial part of its property, or otherwise, this Agreement, all rights
hereunder and the Liens created hereby shall continue to be effective, or be
reinstated, as though such payments had not been made. Upon request of the
Pledgor following any such termination, the Pledgee shall deliver (at the
sole cost and expense of the Pledgor) to the Pledgor any Collateral held by
the Pledgee hereunder, and execute and deliver (at the sole cost and expense
of the Pledgor) to the Pledgor such documents as the Pledgor shall reasonably
request to evidence such termination.

         (b) (i) In connection with a Sale of Contracts as provided in the
Warehouse Lending Agreement, after (or contemporaneously with) receipt by
Lender of any prepayment required in connection therewith pursuant to Section
3.03 of the Warehouse Lending Agreement, Pledgee agrees to execute and
deliver to the Pledgor (at the sole cost and expense of the Pledgor) all
releases or other documents reasonably necessary or desirable for the release
of the Liens created hereby on such Collateral.

     (ii) Provided that no Borrowing Base Deficiency then exists, upon written
request by Pledgor to release the Liens created hereby on one or more Ineligible
Contracts, Pledgee agrees to execute and deliver to the Pledgor (at the sole
cost and expense of the Pledgor) all releases or other documents reasonably
necessary or desirable for the release of the Liens created hereby on such
Ineligible Contracts.

     (iii) If, as of any Business Day, the aggregate principal amount of (A)
Class 1 Eligible Contracts which are delinquent thirty consecutive days or
more (but not delinquent more than one hundred and nineteen (119) consecutive
days) (in each case calculated on the basis of a 360 day year of twelve
30-day months) as of the last day of the Collection Period immediately
preceding such Business Day (or for the first Collection Period, as of the
initial Cut-Off Date) and/or (B)

                                      L-10
<Page>


Class 2 Eligible Contracts exceeds the aggregate principal amounts thereof
permitted to be included in the Borrowing Base calculation (after giving effect
to the application of the applicable Advance Rate(s) with respect thereto) as
provided in the proviso of the definition of Borrowing Base in the Warehouse
Lending Agreement (after giving effect to any and all releases hereunder on such
day (other than pursuant to this clause (iii))), then Pledgor may, by written
notice to Pledgee, release the Lien created hereunder on an aggregate principal
amount of such Class 1 Eligible Contracts and Class 2 Eligible Contracts (after
giving effect to the application of the applicable Advance Rates with respect
thereto) up to the amount of such excess; PROVIDED that Pledgor must give its
prior written consent (which consent shall not be unreasonably withheld) as to
specifically which such Eligible Contracts are so released before such release
becomes effective hereunder. In connection with any such release pursuant to the
preceding sentence, Pledgee agrees to execute and deliver to the Pledgor (at the
sole cost and expense of the Pledgor) all releases or other documents reasonably
necessary or desirable for such release.

     (iv) If as of any Business Day, the amount of the Borrowing Base (after
giving effect to any and all releases hereunder on such day (other than pursuant
to this clause (iv))) exceeds the Total Outstandings (after giving effect to all
transactions on such day under the Warehouse Lending Agreement), then Pledgor
may, by prior written notice to Pledgee, release the Lien created hereunder on
an aggregate principal amount of Eligible Contracts (after giving effect to the
application of the applicable Advance Rate(s) with respect thereto) up to the
amount of such excess; PROVIDED that Pledgor must give its prior written consent
(which consent shall not be unreasonably withheld) as to specifically which such
Contracts are so released before such release becomes effective hereunder. In
connection with any such release pursuant to the preceding sentence, Pledgee
agrees to execute and deliver to the Pledgor (at the sole cost and expense of
the Pledgor) all releases or other documents reasonably necessary or desirable
for such release.

     Section 12. INTERPRETATION. In the event of a conflict between any term of
this Agreement and the terms of any of the Warehouse Lending Agreement, the
terms of the Warehouse Lending Agreement shall control.

     Section 13. NOTICES. All notices, requests and demands under this Agreement
shall be given in accordance with Section 10.11 of the Warehouse Lending
Agreement. Each of the Pledgor and the Pledgee may change their respective
addresses and transmission numbers for notices by notice in the manner provided
in this Section 14.

     Section 14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, and all of
which shall together constitute one and the same agreement.

     Section 15. AMENDMENTS, WAIVERS, ETC. Neither this Agreement nor any
terms hereof may be amended, modified or otherwise supplemented except in
writing signed by the parties hereto. In the case of any waiver of an Event
of Default or RF Event of Default, any such Event of Default or RF Event of
Default, as the case may be, waived shall be deemed to be cured and

                                      L-11
<Page>


not continuing; but no such waiver shall extend to any subsequent or other Event
of Default or RF Event of Default, or impair any right consequent thereon.

         Section 16. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of the Pledgee in exercising any right, remedy, power or privilege
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of, or any abandonment or
discontinuance of steps to enforce any right, remedy, power or privilege
hereunder or under any other Loan Document preclude any other or further
exercise thereof or the exercise of any other rights, remedies, powers or
privileges hereunder or thereunder. The rights, remedies, powers and
privileges provided herein and in the other Loan Documents are cumulative and
may be exercised singularly or concurrently and are not exclusive of any
other rights, remedies, powers or privileges provided by law.

     Section 17. BENEFITS OF AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of the Pledgor and the Pledgee and their respective
successors and assigns, except that the Pledgor may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Pledgee.

     Section 18. HEADINGS DESCRIPTIVE. The headings of the sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provisions of this Agreement.

     Section 19. SEVERABILITY. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or thereof or affecting the validity, enforceability or
legality of such provisions in any other jurisdiction.

     SECTION 20. GOVERNING LAW, ETC., WAIVER OF TRIAL BY JURY. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF EITHER PARTY HERETO TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE OTHER PARTY IN ANY OTHER JURISDICTION. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


                                      L-12
<Page>


     (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     (c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS PERSONALLY
DELIVERED OR TRANSMITTED BY REGISTERED MAIL TO THE ADDRESS SET FORTH FOR NOTICES
IN SECTION 10.11 OF THE WAREHOUSE LENDING AGREEMENT; PROVIDED THAT UPON ANY SUCH
SERVICE BY REGISTERED MAIL THE SENDING PARTY SHALL, SIMULTANEOUSLY THEREWITH,
SEND NOTICE OF SUCH SERVICE TO THE OTHER PARTY VIA FACSIMILE TRANSMISSION.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


                                      L-13
<Page>


     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                          LONG BEACH ACCEPTANCE CORP.



                                          By: ____________________________
                                             Name: _______________________
                                             Title: ______________________

ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:

GREENWICH CAPITAL FINANCIAL
  PRODUCTS, INC., as Pledgee



By: ____________________________
  Name: ________________________
  Title: _______________________


<Page>


                                                                       EXHIBIT M


                      CBT WIRE TRANSFER INSTRUCTIONS

                      CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
                      HOUSTON, TEXAS, ABA #1130000609
                      CREDIT 7001163827800, ATTN: BILLIE
                      HANKEY,
                      MORTGAGE WAREHOUSE (713) 775-5471,
                      FURTHER CREDIT TO LONG BEACH
                      ACCEPTANCE CORP.
                      #00100916130



                                      M-1

<Page>


                                                                       EXHIBIT N

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE

January 30, 1998

Amount: U.S. $150,000,000

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE CORP. (the "Borrower")
unconditionally promises to pay on the Termination Date (as defined in the
Agreement referred to below) to the order of Greenwich Capital Financial
Products, Inc. (the "Lender") in Federal or other immediately available funds in
lawful money of the United States the principal sum of ONE HUNDRED FIFTY MILLION
DOLLARS (U.S. $150,000.000) or, if less, the aggregate unpaid principal amount
of the Loans made by Lender to Borrower pursuant to the Agreement, and to pay
interest thereon from the date hereof until this Note is repaid in like money at
the rates per annum and in the manner set forth in the Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the Agreement.

         This Note is issued pursuant to the terms of the Warehouse Lending
Agreement dated as of January 30, 1998, between Lender and Long Beach
Acceptance Corp. (as amended from time to time, the "Agreement"), and is
subject to the terms thereof and is entitled to the benefits therein provided.

         Upon the occurrence of an Event of Default (as defined in the
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the Agreement,
without presentment, demand, protest or notice of any kind, each of which is
hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                        LONG BEACH ACCEPTANCE CORP.


                        By: ____________________________
                            Name:
                            Title:


                                       N-1
<Page>


                                                                       EXHIBIT 0

                              NOTICE OF BORROWING

[Date]

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

         In accordance with Section 2.03 of that certain Warehouse Lending
Agreement, dated as of January 30, 1998 (as amended, modified or otherwise
supplemented from time to time, the "Agreement"; the terms defined therein
being used herein as defined therein), between Greenwich Capital Financial
Products, Inc., as Lender, and the undersigned, as Borrower, the undersigned
hereby requests a Loan in an aggregate principal amount equal to $___________,
to be disbursed in the manner provided in the Agreement. Attached is a schedule
setting forth all Contracts to be pledged in connection with the Borrowing
requested hereby, together with all other information required pursuant to
Article IV of the Agreement.

         The undersigned hereby certifies that the following statements are true
on the date hereof:

         (A) the representations and warranties contained in Article V of the
Agreement are true and correct; and

         (B) no Default or Event of Default has occurred and is continuing.

                                  Very truly yours,

                                  Long Beach Acceptance
                                  Corp., Borrower

                                  By: _____________________________
                                      Name:
                                      Title:


                                       O-1
<Page>


                                                                       EXHIBIT P

                [FORM OF OPINION OF COUNSEL TO BORROWER AND AMC]

                                January 30, 1998

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

     Re:      Warehouse Lending Agreement, dated as of January 30, 1998, by and
              between Greenwich Capital Financial Products, Inc., as Lender, and
              LONG BEACH ACCEPTANCE CORP., AS BORROWER

Ladies and Gentlemen:

         We have acted as special counsel to Long Beach Acceptance Corp., a
Delaware corporation ("Borrower") and Ameriquest Mortgage Company, a Delaware
corporation ("AMC") in connection with the preparation, execution and delivery
of:

         (a)      the Warehouse Lending Agreement, dated as of January 30, 1998
                  (the "Loan Agreement"), by and among Greenwich Capital
                  Financial Products, Inc. (the "Lender"), and Borrower;

         (b)      the Security Agreement, dated as of January 30, 1998 (the
                  "Security Agreement"), by and among Borrower, as pledgor, and
                  Lender, as pledgee;

         (c)      the Note (as defined in the Loan Agreement); and

         (d)      the Guarantee, dated January 30, 1998 (the "AMC Guarantee"),
                  made by AMC in favor of Lender;

(the documents referred to in clauses (a) through (d), collectively, the
"DELIVERED DOCUMENTS")

         This opinion is being furnished to Lender at the request of Borrower
and AMC.

         In rendering the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Delivered Documents, (ii) the articles of
incorporation and by-laws of each of Borrower and AMC, each as in effect on
the date hereof, (iii) resolutions of the boards of directors of each of
Borrower and AMC relating to each of the Delivered Documents adopted on or
prior to the date hereof, and (iv) such certificates of public officials and
such other certificates, documents, records, and

                                       P-1
<Page>


statements of officers and other representatives of Borrower and AMC and
public officials as we have deemed appropriate or necessary as the basis for
the opinions set forth below. As to certain facts material to the opinions
expressed herein, we have relied upon, and assumed the accuracy of, (i) the
representations and warranties contained in the Delivered Documents, and (ii)
the certificates and other documents, records and statements referred to in
the immediately preceding sentence. We have assumed the genuineness of all
signatures (other than those of Borrower and AMC), the legal capacity of all
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals
of such copies. We have also assumed the due execution and delivery, pursuant
to due authorization, by Lender of the Loan Agreement and the Security
Agreement.

         We are admitted to the bar in the State of New York and we express
no opinion as to the laws of any jurisdiction other than the laws of the
State of New York, the State of Delaware and the Federal securities laws of
the United States.

         Based upon the foregoing, and subject to the qualifications and
exceptions stated herein, we are of the opinion that:

         1. Each of Borrower and AMC (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
(b) has the corporate power and authority to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified as a foreign corporation and
in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification, except, with respect to the preceding clause (c), to the
extent that the failure to be so qualified and in good standing would not, in
the aggregate, reasonably be expected to have a material adverse effect on
the business, operations, property or condition (financial or otherwise) or
prospects of Borrower or AMC (a "MATERIAL ADVERSE EFFECT").

         2. Borrower has the corporate power and authority to execute,
deliver and perform each of the Loan Agreement, the Security Agreement and
the Note, to borrow under the Loan Agreement and the Note, and to grant liens
pursuant to the Security Agreement, and has taken all necessary corporate
action to authorize such borrowing, the granting of such liens on the terms
and subject to the conditions of the Security Agreement, and the execution,
delivery and performance of each of the Loan Agreement, the Note and the
Security Agreement. AMC has the corporate power and authority to execute,
deliver and perform the AMC Guarantee, and has taken all necessary corporate
action to authorize the execution, delivery and performance of the AMC
Guarantee.

         3. No consent or authorization of, filing with or other act by or in
respect of any governmental authority of or within the State of New York, the
State of California or the State of Delaware is required in connection with
the borrowing under the Loan Agreement and the Note or with the execution,
delivery, performance, validity or enforceability of the Delivered

                                       P-2
<Page>


Documents, except for consents, authorizations and filings which have been
obtained or made, as the case may be, and are in full force and effect.

         4. Each of the Loan Agreement, the Note and the Security Agreement has
been duly executed and delivered on behalf of Borrower and constitutes a legal,
valid and binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, subject to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or transfer of other similar
laws relating to or affecting the rights of creditors and (ii) the application
of general principles of equity (regardless of whether enforceability is
considered in proceedings at law or in equity). The AMC Guarantee has been duly
executed and delivered on behalf of AMC and constitutes a legal, valid and
binding obligation of AMC, enforceable against AMC in accordance with its terms,
subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or transfer or other similar laws relating to or affecting
the rights of creditors and (ii) the application of general principles of equity
(regardless of whether enforceability is considered in proceedings at law or in
equity). In addition, we express no opinion as to the enforceability of any
provision in any of the Delivered Documents purporting to provide
indemnification or contribution relating to matters under Federal or state
securities laws.

         5. The execution, delivery and performance by each of Borrower and AMC
of the Delivered Documents to which it is a party, the borrowing by Borrower
under the Loan Agreement and the use of the proceeds thereof, and the granting
of liens by Borrower pursuant to the Loan Documents, will not violate any
Requirement of Law of the State of New York, the State of California or in
respect of the General Corporation Law of the State of Delaware or Regulation G
of the Board of Governors of the Federal Reserve System, or, to the best of our
knowledge, any of the material terms or provisions of, or constitute a default
under, any contracts or agreements listed on Schedule I or Schedule II attached
hereto, with respect to which an officer of LBAC and an officer AMC,
respectively, have represented are all the material contracts and agreements,
other than the Delivered Documents, to which LBAC and AMC, respectively, is a
party or by which Borrower or AMC is bound (collectively, the "SPECIFIED
AGREEMENTS"), and will not result in, or require, the creation or imposition of
any lien on any of either of their respective properties or revenues pursuant to
any such Requirement of Law or Specified Agreement. As used herein "REQUIREMENT
OF LAW" means the governing documents of Borrower or AMC, or any law, treaty,
rule or regulation or determination of an arbitrator or a court or other
governmental authority, in each case applicable to or binding upon, Borrower or
AMC or any of their respective properties or to which Borrower or AMC or any of
their respective properties is subject.

         6. No litigation or proceeding of or before any arbitrator or
governmental authority is pending or, to the best of our knowledge, threatened
by or against Borrower, AMC or any of their respective subsidiaries or against
any of their respective properties or revenues (a) with respect to any of the
Delivered Documents or any of the transactions contemplated thereby, or (b)
which would reasonably be expected to have a Material Adverse Effect.


                                      P-3
<Page>


         7. Borrower is not (a) an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended or (b) a "holding company" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

         8. The provisions of the Security Agreement are effective to create, in
favor of Lender, a legal, valid and enforceable security interest as defined in
the UCC in all right, title and interest of Borrower in the "Collateral"
described therein.

         9. Upon (i) delivery to Lender or its nominee of the Collateral
required to be delivered to it pursuant to the Delivery Documents, and (ii) the
filing of financing statements in the form of Annex A as filed with the
Secretary of State of New Jersey, the security interests created under the
Security Agreement will constitute fully perfected first priority security
interests in all right, title and interest of Borrower in the "Collateral"
described therein which can be perfected by filing a financing statement under
Article 9 of the Uniform Commercial Code as in effect in the State of New York.

         10. The issuance of the Note and the AMC Guarantee to Lender pursuant
to the Loan Agreement are not transactions requiring the registration of the
Note or the AMC Guarantee under the Securities Act of 1933, as amended.

                                     * * *

         This opinion is rendered only to Lender is solely for its benefit in
connection with the above transactions and may not be relied upon by Lender for
any other purpose, relied upon by any other person, firm or corporation for any
purpose without our prior written consent.

                               Very truly yours,


                                      P-4
<Page>


                                                                       EXHIBIT Q

                           LONG BEACH ACCEPTANCE CORP.
                        QUARTERLY COMPLIANCE CERTIFICATE

I,              Senior Vice President - Finance of Long Beach Acceptance
Corp. hereby certify that the representations and warranties contained in
Article V of the Warehouse Lending Agreement (the "Agreement") dated as of
January 30, 1998, between Long Beach Acceptance Corp. and Greenwich Capital
Financial Products, Inc. are true and correct, that Long Beach Acceptance
Corp. is in compliance with the covenants set forth in Articles VI and VII of
the Agreement and that no Default or Event of Default (each as defined in the
Agreement), and no event which with notice or lapse of time or both would
become an Event of Default, has occurred and is continuing.

Dated:                             By: __________________________
                                   Name:


                                      Q-1
<Page>



              ==================================================

                                 AMENDMENT NO. 1

                         Dated as of November 25, 1998

                                       to

                          WAREHOUSE LENDING AGREEMENT

                         Dated as of January 30, 1998

                                    between

                         LONG BEACH ACCEPTANCE CORP.,
                                  as Borrower

                                      and

                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                   as Lender

              ==================================================

<Page>

    AMENDMENT NO. 1, dated as of November 25, 1998 (the "AMENDMENT"), to the
Warehouse Lending Agreement, dated as of January 30, 1998 (the "WAREHOUSE
AGREEMENT"), between Long Beach Acceptance Corp., a Delaware corporation, as
borrower (the "BORROWER"), and Greenwich Capital Financial Products, Inc., as
lender (the "LENDER").

                              W I T N E S S E T H

    WHEREAS, the Borrower and the Lender have entered into the Warehouse
Agreement for the purpose of the financing by the Lender of the purchase
and/or origination by the Borrower of certain motor vehicle retail
installment sale contracts;

    WHEREAS, the Borrower and the Lender desire to amend certain provisions
of the Warehouse Agreement as set forth in this Amendment; and

    WHEREAS, Section 10.02 of the Warehouse Agreement permits the amendment
thereof by the Borrower and the Lender.

    NOW, THEREFORE, in consideration of the recitals set forth above, and for
other good and valuable consideration, the adequacy, receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto
agree as follows:

    SECTION 1.  DEFINED TERMS.

    For purposes of this Amendment, unless the context clearly requires
otherwise, all capitalized terms which are used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Warehouse Agreement.

    SECTION 2.  THE AMENDMENT.

        (a)  The definition of "Lockbox Account" is hereby amended and
    restated in its entirety to read as follows:

             "LOCKBOX ACCOUNT" means the account or accounts designated as
        such, established and maintained pursuant to Section 3.10(b).

        (b)  The first and second sentences of Section 3.10(b) are hereby
    amended and restated in their entireties to read as follows:

        Borrower has established (i) an Eligible Deposit Account at CBT
        entitled "Long Beach Acceptance Corp., Chase Bank of Texas Agent
        Account -- Auto Loan Programs," account number 00100916395, and
        (ii) an Eligible Deposit Account at Bank of America National Trust
        and Savings Association entitled "Long Beach Acceptance Corp.,
        Chase Bank of Texas Agent Account --

<Page>

        Auto Loan Programs," account number 14572-02900, and may
        from time to time, with Lender's prior written consent, establish
        additional or substitute Eligible deposit Accounts to be reflected
        on a revised Schedule D to be prepared by Borrower and delivered
        to Lender (all such accounts, collectively, the "Lockbox
        Account"), into which all Scheduled Payments actually collected
        and other amounts received from Obligors or other sources on or in
        respect of the Contracts shall be deposited and cleared.  The
        Lockbox Account has been established and maintained in
        accordance with the Lockbox Agreement and shall at all times
        consist of one or more Eligible Deposit Accounts.

        (c)     Schedule D is hereby amended and restated in its entirety to
read as follows:



                                        2
<Page>

                                                                     SCHEDULE D

                                LOCKBOX SCHEDULE

CBT LOCKBOX

CBT Lockbox Number 910373
Long Beach Acceptance Corp.

Lockbox Address: P.O. Box 910373
                 Dallas, Texas 75391-0373

Lockbox Account#: 0010-091-6395
ABA#: 113-000-609

BANK OF AMERICA LOCKBOX

Bank of America Lockbox Number: 60570
Long Beach Acceptance Corp.

Lockbox Address: P.O. Box 60570
                 Los Angeles, California 90060-0570

Lockbox Account#: 14572-02900
ABA#: 121-000-358

ADDITIONAL LOCKBOX(ES)

To Be Updated By Lender and Borrower



                                        3
<Page>

         SECTION 3. EFFECT OF AMENDMENT.

         This Amendment to the Warehouse Agreement shall be effective and the
Warehouse Agreement shall be deemed to be modified and amended in accordance
herewith upon the execution and delivery of this Amendment on behalf of each
of the parties hereto. This Amendment, once effective, shall be effective as
of the date first set forth above. The respective rights, limitations,
obligations, duties, liabilities and immunities of the Borrower and the
Lender shall hereafter be determined, exercised and enforced subject in all
respects to such modifications and amendments, and all the terms and
conditions of this Amendment shall be and be deemed to be part of the terms
and conditions of the Warehouse Agreement for any and all purposes. The
Warehouse Agreement, as amended hereby, is hereby ratified and confirmed in
all respects.

         SECTION 4. GOVERNING LAW.

         THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (EXCEPT WITH REGARD TO THE UCC).

         SECTION 5. SEVERABILITY OF PROVISIONS.

         If any one or more of the covenants, agreements, provisions or terms
of this Amendment shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
of this Amendment.

         SECTION 6. BINDING EFFECT.

         The provisions of this Amendment shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto.

         SECTION 7. THIRD PARTY BENEFICIARIES.

         The parties to this amendment hereby manifest their intent that no
third party shall be deemed to be a third party beneficiary of this Amendment.

         SECTION 8. SECTION HEADINGS.

         The section headings herein are for convenience of reference only,
and shall not limit or otherwise affect the meaning hereof.

                                          4

<Page>

         SECTION 9. COUNTERPARTS.

         This Amendment may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.







                                         5

<Page>

     IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.

                                        LONG BEACH ACCEPTANCE CORP.,
                                        as Borrower


                                        By: /s/ George S. Ginsberg
                                           --------------------------------
                                        Name:  George S. Ginsberg
                                        Title: Executive Vice President



                                        GREENWICH CAPITAL FINANCIAL
                                        PRODUCTS, INC., as Lender


                                        By:
                                           --------------------------------
                                        Name:
                                        Title:





<Page>

     IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.


                                        LONG BEACH ACCEPTANCE CORP.,
                                        as Borrower


                                        By:
                                           --------------------------------
                                        Name:
                                        Title:



                                        GREENWICH CAPITAL FINANCIAL
                                        PRODUCTS, INC., as Lender


                                        By: /s/ Jere P. Dieck
                                           --------------------------------
                                        Name:  Jere P. Dieck
                                        Title: Vice President

<Page>

                                AMENDMENT NO. 2

                         Dated as of December 16, 1998

                                       to

                          WAREHOUSE LENDING AGREEMENT

                          Dated as of January 30, 1998

                                    between

                          LONG BEACH ACCEPTANCE CORP.,
                                  as Borrower

                                      and

                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                   as Lender

<Page>

     AMENDMENT NO. 2, dated as of December 16, 1998 (the "AMENDMENT"), to the
Warehouse Lending Agreement, dated as of January 30, 1998 (as amended as of the
date hereof, the "WAREHOUSE AGREEMENT"), between Long Beach Acceptance Corp., a
Delaware corporation, as borrower (the "BORROWER"), and Greenwich Capital
Financial Products, Inc., as lender (the "LENDER").

                              W I T N E S S E T H

     WHEREAS, the Borrower and the Lender have entered into the Warehouse
Agreement for the purpose of the financing by the Lender of the purchase and/or
origination by the Borrower of certain motor vehicle retail installment sale
contracts;

     WHEREAS, the Borrower and the Lender desire to amend certain provisions of
the Warehouse Agreement as set forth in this Amendment; and

     WHEREAS, Section 10.02 of the Warehouse Agreement permits the amendment
thereof by the Borrower and the Lender.

     NOW, THEREFORE, in consideration of the recitals set forth above, and for
other good and valuable consideration, the adequacy, receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:

     SECTION 1. DEFINED TERMS.

     For purposes of this Amendment, unless the context clearly requires
otherwise, all capitalized terms which are used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Warehouse Agreement.

     SECTION 2. THE AMENDMENT.

     (a)  The following definition of "Deficient Liquidated Contract" is hereby
added following the definition of "Default":

          "DEFICIENT LIQUIDATED CONTRACT" means a Liquidated Contract with
     respect to which Borrower has repossessed and disposed of the related
     Financed Vehicle, or with respect to which the Financed Vehicle has
     suffered a total loss through casualty, confiscation or other cause, and
     following the application of the Recoveries received by Borrower as a
     result of the repossession and disposition or other loss of such Financed
     Vehicle, the Principal Balance of such Liquidated Contract remains in
     excess of zero.

     (b)  The third sentence of Section 9.02 is hereby amended and restated
in its entirety:

<Page>

     Borrower may grant extensions, rebates or adjustments on a Contract in
     accordance with the customary servicing procedures it follows with respect
     to all comparable automotive receivables that it services for itself and
     others, but shall not modify the original due dates of the Scheduled
     Payments on any Contract other than (i) in accordance with the Payment
     Deferment and Due Date Change Policies, (ii) with respect to a Deficient
     Liquidated Contract and (iii) with the prior written consent of Lender,
     with respect to any other Liquidated Contract.

     (c)  The fifth sentence of Section 9.02 is hereby amended and restated
in its entirety:

     Borrower shall not agree to any alteration of the interest rate on any
     Contract except (i) where obligated by law (e.g., the Soldiers' and
     Sailors' Civil Relief Act of 1940, as amended), (ii) as permitted by the
     Payment Deferment and Due Date Change Policies, (iii) with respect to a
     Deficient Liquidated Contract or (iv) with the prior written consent of
     Lender, with respect to any other Liquidated Contract.

     (d)  Section 9.06(a) is hereby amended and restated in its entirety:

     Borrower shall not release the Financed Vehicle securing any Contract from
     the Security Interest granted by such Contract in whole or in part except
     in the event of payment in full by the Obligor thereunder or repossession
     or other liquidation of such Financed Vehicle, nor shall Borrower impair
     the rights of Lender in such Contract, nor shall Borrower increase the
     number of scheduled payments due under a Contract except (i) in conformity
     with the Payment Deferment and Due Date Change Policies, (ii) with respect
     to a Deficient Liquidated Contract, (iii) with the prior written consent of
     Lender, with respect to any other Liquidated Contract, or (iv) as otherwise
     required by law.

     (e)  Paragraph (xiii) of Schedule B is hereby amended and restated in
its entirety to read as follows:

     INSURANCE. Borrower, in accordance with its customary procedures,
     determined at acquisition thereof that the Obligor has obtained physical
     damage insurance covering the Financed Vehicle and under the terms of the
     Contract the obligor is required to maintain such insurance and Borrower
     obtained a vendor's single interest damage insurance policy as required by
     the Underwriting Guidelines and such policy is in full force and effect,
     unless the

                                       2
<Page>

     Lender has given its prior written consent to Borrower allowing Borrower to
     no longer obtain or maintain any such policy.

     (f)  Paragraph (xxi) of Schedule B is hereby amended and restated in its
entirety to read as follows:

     LOCATION OF CONTRACT FILES. The Contract Files are maintained either in
     hard copy or in an electronic format at one or more of the locations listed
     in Schedule C.

     (g)  The eleventh item listed in Exhibit H under the heading "Payment
Deferment Policy" is hereby amended and restated in its entirety to read as
follows:

     As of January 1, 1999 and the first day of each calendar quarter
     thereafter, the aggregate number of Contracts the terms of which have been
     extended during the preceding calendar quarter shall not exceed 4% of the
     number of Contracts at the beginning of such preceding calendar quarter.

     SECTION 3. EFFECT OF AMENDMENT.

     This Amendment to the Warehouse Agreement shall be effective and the
Warehouse Agreement shall be deemed to be modified and amended in accordance
herewith upon the execution and delivery of this Amendment on behalf of each of
the parties hereto. This Amendment, once effective, shall be effective as of the
date first set forth above. The respective rights, limitations, obligations,
duties, liabilities and immunities of the Borrower and the Lender shall
hereafter be determined, exercised and enforced subject in all respects to such
modifications and amendments, and all the terms and conditions of this Amendment
shall be and be deemed to be part of the terms and conditions of the Warehouse
Agreement for any and all purposes. The Warehouse Agreement, as amended hereby,
is hereby ratified and confirmed in all respects.

     SECTION 4. GOVERNING LAW.

     THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS
AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES (EXCEPT WITH REGARD TO THE UCC).

     SECTION 5. SEVERABILITY OF PROVISIONS.

     If any one or more of the covenants, agreements, provisions or terms of
this Amendment shall be for any reason whatsoever held invalid, then such
covenants,

                                       3
<Page>

agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Amendment and shall in no way
affect the validity or enforceability of the other provisions of this Amendment.

     SECTION 6. BINDING EFFECT.

     The provisions of this Amendment shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.

     SECTION 7. THIRD PARTY BENEFICIARIES.

     The parties to this Amendment hereby manifest their intent that no third
party shall be deemed to be a third party beneficiary of this Amendment.

     SECTION 8. SECTION HEADINGS.

     The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.

     SECTION 9. COUNTERPARTS.

     This Amendment may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

                                       4
<Page>

     IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.


                                        LONG BEACH ACCEPTANCE CORP.,
                                        as Borrower

                                        By: /s/ Michael J. Pankey
                                           -----------------------------
                                        Name: Michael J. Pankey
                                        Title: Vice President-Finance




                                        GREENWICH CAPITAL FINANCIAL
                                        PRODUCTS, INC., as Lender


                                        By:
                                           -----------------------------
                                        Name:
                                        Title:



Agreed and Accepted:

AMERIQUEST MORTGAGE COMPANY


By:
   -----------------------------
Name:
Title:

<Page>

                       ==================================


                                AMENDMENT NO. 3

                        Dated as of September 1, 1999

                                      to

                         WAREHOUSE LENDING AGREEMENT

                         Dated as of January 30, 1998

                                   between

                         LONG BEACH ACCEPTANCE CORP.,
                                 as Borrower

                                      and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                   as Lender


                       ==================================

<Page>

     AMENDMENT NO. 3, dated as of September 1, 1999 (the "AMENDMENT"), to the
Warehouse Lending Agreement, dated as of January 30, 1998 (as amended as of
the date hereof, the "WAREHOUSE AGREEMENT"), between Long Beach Acceptance
Corp., a Delaware corporation, as borrower (the "BORROWER"), and Greenwich
Capital Financial Products, Inc., as lender (the "Lender").

                               W I T N E S S E T H

     WHEREAS, the Borrower and the Lender have entered into the Warehouse
Agreement for the purpose of the financing by the Lender of the purchase
and/or origination by the Borrower of certain motor vehicle retail
installment sale contracts;

     WHEREAS, the Borrower and the Lender desire to amend certain provisions
of the Warehouse Agreement as set forth in this Amendment; and

     WHEREAS, Section 10.02 of the Warehouse Agreement permits the amendment
thereof by the Borrower and the Lender.

     NOW, THEREFORE, in consideration of the recitals set forth above, and
for other good and valuable consideration, the adequacy, receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto hereby agree as follows:

     SECTION 1.  DEFINED TERMS.

     For purposes of this Amendment, unless the context clearly requires
otherwise, all capitalized terms which are used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Warehouse Agreement.

     SECTION 2. THE AMENDMENT.

         (a)  The first sentence of Section 3.15 is hereby amended and
     restated in its entirety to read as follows:

         On each Payment Determination Date, Borrower shall (i) transfer or
         cause to be transferred from the Payahead Account to the Collection
         Account the Payahead Balance, if any, with respect to Contracts
         which became Ineligible Contracts during the related Collection
         Period and (ii) deposit or cause to be deposited in the Collection
         Account the aggregate remaining amounts required to be paid to
         Lender with respect to each such Ineligible Contracts (after taking
         into account any such Payahead Balance transfer).

         (b)  Exhibit G is hereby amended and restated in its entirety to
     read as follows:

<Page>

                          PAYMENT APPLICATION PROCEDURES

LOCKBOX

Regardless of loan type, negotiable, unrestricted and identifiable
remittances received at the Lockbox are applied first to outstanding
delinquent installments, paying interest and principal. If after application
to outstanding delinquent installments at least 95% of a full payment
remains, the excess is applied to future installments, advancing the next due
date. If after application to outstanding delinquent installments less than
95% of a full payment remains, the excess is applied to unpaid late charges
and miscellaneous fees. If after application to unpaid late charges and
miscellaneous fees any excess remains, the excess is applied to future
installments.

Single remittances, totaling three times the regular monthly installment or
$2,500, whichever is less, are considered exception payments and referred to
the Borrower for review and manual application in-house.

Non-negotiable or restricted remittances of any amount are referred to the
Borrower for review and manual application in-house.

Unidentified remittances of less than $2,500 are deposited as unapplied
suspense and photocopies of the remittance are forwarded to the Borrower for
further research and manual application in-house.

WESTERN UNION

Regardless of loan type, Western Union electronic direct-deposit Quick
Collect payments are applied first to outstanding delinquent installments,
paying interest and principal. If after application to outstanding delinquent
installments at least 95% of a full payment remains, the excess is applied to
future installments, advancing the next due date. If after application to
outstanding delinquent installments less than 95% of a full payment remains,
the excess is applied to unpaid late charges and miscellaneous fees. If after
application to unpaid late charges and miscellaneous fees any excess remains,
the excess is applied to future installments.

IN-HOUSE

Regardless of loan type, funds received directly at the Borrower from the
customer or forwarded from the Lockbox will be applied first to outstanding
delinquent installments, paying interest and principal, unless indicated
otherwise by an authorized servicing representative of the Borrower. If after
application to outstanding delinquent installments at least 95% of a full
payment remains, the excess is applied to future installments, advancing the
next due date. If after application to outstanding delinquent installments
less than 95% of a full payment remains, the excess is applied to unpaid late
charges and miscellaneous fees. If after application to unpaid late charges
and miscellaneous fees any excess remains, the excess is applied to future
installments.

                                       2

<Page>

If so indicated by an authorized servicing representative of the Borrower,
funds received directly at the Borrower from the customer may from time to
time be applied to the customer accounts as fees collected in the course of
servicing as permitted by the Payment Deferment and Due Date Change Policies.

Any refunded portion of extended warranty protection plan costs or of
physical damage, credit life or disability insurance premiums included in the
Amount Financed (otherwise referred to as Rebates), will be applied to the
customer accounts as a principal reduction without advancing the due date.

Any settlement proceeds received as the result of an insured total loss claim
will be applied to the customer accounts as a principal reduction without
advancing the due date, or in the event that such settlement proceeds are
sufficient to fully satisfy the outstanding receivable balance, such proceeds
will be applied as a payoff to the customer accounts.

DAILY SIMPLE INTEREST LOAN TYPES

All funds, including principal, interest, late charges, miscellaneous fees,
Rebates and proceeds which have been applied to the customer accounts, will
be passed through to the appropriate collection account(s) within 48 hours
of posting. Those same funds, including funds which have advanced the due
date beyond the current month, will be passed through to the Lender with
their monthly distribution for the current collection period.

PRECOMPUTED ACTUARIAL AND RULE OF 78s LOAN TYPES

All funds, including principal, interest, late charges, miscellaneous fees,
Rebates and proceeds which have been applied to the customer accounts, will
be passed through to the appropriate collection account(s) within 48 hours of
posting. After application to Scheduled Payments due, late charges and
miscellaneous fees, any remaining excess funds will be categorized as follows:

Payahead Funds: Funds applied to the customer accounts that have advanced the
date next due and that will be passed through to the Lender when they become
Scheduled Payments due.

Payable Funds: Funds applied to the customer accounts that have not advanced
the date next due, such as Rebates or proceeds, which were not intended to be
applied as Scheduled Payments due.

Payahead and Payable Funds received from or on behalf of the obligor will be
held in the Collection Account or the Payahead Account until such time that
they become due.

On the distribution date, all actually collected Scheduled Payments due and
any Payahead or Payable Funds applied to customer accounts that have been
closed or charged off in

                                       3

<Page>

the current month will be passed through to the Lender for the current
collection period. The Borrower will, upon request, supply the Lender with an
analysis of funds paid in advance.

INVOICING

All customers, regardless of loan type, will receive monthly statements
showing the effect of the excess funds to the scheduled payments due. The
statements will reflect $0.00 due for the current monthly installment if the
date next due was advanced, until such time that a current monthly
installment is due.

         (c)  Exhibit H is here by amended and restated in its entirety to
     read as follows:

                           PAYMENT DEFERMENT POLICY

-    Borrower may grant a payment deferment provided that the deferment
     period does not exceed 1 month (2 months if 12 or more payments have
     been made and if the deferment is granted in writing by the President,
     or an Executive Vice President, or the National Collections Manager, or
     a Regional Manager).

-    Not more than 1 deferment event (which may consist of a 2 month
     deferment according to the exceptions included in the policy) may be
     granted during any 12-month period.

-    The aggregate of all deferment periods during the term of a Contract may
     not exceed the lesser of 8 months or 50% of the weighted average life of
     the original term of the Contract (including deferments granted both
     before and after the related Cut-Off Date).

-    At least 6 payments must be made before a deferment may be granted.

-    A request for a deferment must be made in writing.

-    The deferment must bring the account current, so that after the
     deferment is processed no payment is then due.

-    Except as otherwise set forth in this policy, deferments must be granted
     in writing by the Collection Manager or someone of equal or higher rank.

-    A deferment fee will be collected for each deferment if allowed by
     applicable law and may be waived or deferred only by the President, or
     an Executive Vice President, or the National Collections Manager, or a
     Regional Manager; PROVIDED, HOWEVER, that no deferment will be granted
     unless the Borrower believes in good faith that the account probably
     would default in the reasonably foreseeable future if a deferment is not
     approved.

                                       4


<Page>

                    GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE

January 26, 2000

Amount:  U.S. $165,000,000

         FOR VALUED RECEIVED, LONG BEACH ACCEPTANCE CORP. (the "Borrower")
unconditionally promises to pay on the Termination Date (as defined in the
Warehouse Lending Agreement referred to below) to the order of Greenwich
Capital Financial Products, Inc. (the "Lender") in Federal or other
immediately available funds in lawful money of the United States the
principal sum of ONE HUNDRED SIXTY FIVE MILLION DOLLARS (U.S. $165,000,000)
or, if less, the aggregate unpaid principal amount of the Loans made by
Lender to Borrower pursuant to the Warehouse Lending Agreement, and to pay
interest thereon from January 30, 1998 until this Note is repaid in like
money at the rates per annum and in the manner set forth in the Warehouse
Lending Agreement.

         The principal of and interest on this Note shall be payable in
immediately available fund without set-off or counterclaim in the manner set
forth in the Warehouse Lending Agreement.

         This Note is issued pursuant to the terms of the Warehouse Lending
Agreement dated as of January 30, 1998, Between Lender and Borrower (as
amended by Amendment No. 1 thereto dated as of November 25, 1998, Amendment
No. 2 thereto dated as of December 16, 1998 and the Renewal and Amendment
Agreement dated as of January 29, 1999, and as otherwise amended,
supplemented or modified prior to the date hereof, the "Loan Agreement"), as
further amended and renewed by the Renewal and Amendment Agreement No. 2
dated as of January 26, 2000 (the "Second Renewal Agreement") between Lender
and Borrower (the Loan Agreement, as amended and renewed by the Second
Renewal Agreement, is referred to herein as the "Warehouse Lending
Agreement"), and is subject to the terms of the Warehouse Lending Agreement
and is entitled to the benefits therein provided.

         Upon the occurrence of an Event of Default (as defined in the
Warehouse Lending Agreement), the principal of and accrued interest on this
Note may be declared due and payable in the manner and with the effect
provided in the Warehouse Lending Agreement, without presentment, demand,
protest or notice of any kind, each of which is hereby expressly waived by
Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                       LONG BEACH ACCEPTANCE CORP.


                                       By:  /s/ George S. Ginsberg
                                           -------------------------
                                           Name:   George S. Ginsberg
                                           Title:  Executive Vice President

<Page>

                     GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


February 2, 2001

Amount: U.S. $200,000,000.00

FOR VALUED RECEIVED, LONG BEACH ACCEPTANCE CORP. (the "Borrower")
unconditionally promises to pay on the Termination Date (as defined in the
Warehouse Lending Agreement referred to below) to the order of Greenwich
Capital Financial Products, Inc. (the "Lender") in Federal or other
immediately available funds in lawful money of the United States the
principal sum of TWO HUNDRED MILLION DOLLARS (U.S. $200,000,000.00) or, if
less, the aggregate unpaid principal amount of the Loans made by Lender to
Borrower pursuant to the Warehouse Lending Agreement and to pay interest
thereon from January 30, 1998 until this Note is repaid in like money at the
rates per annum and in the manner set forth in the Warehouse Lending
Agreement.

The principal of and interest on this Note shall be payable in immediately
available funds without set-off or counterclaim, in the manner set forth in
the Warehouse Lending Agreement.

This Note is issued pursuant to the terms of the Warehouse Lending Agreement
dated as of January 30, 1998, between Lender and Borrower (as amended by
Amendment No. 1 thereto dated as of November 25, 1998, Amendment No. 2
thereto dated as of December 16, 1998, the Renewal and Amendment Agreement
dated as of January 29, 1999, Amendment No. 3 to Warehouse Lending Agreement
dated as of September 1, 1999, the Renewal and Amendment Agreement No. 2
dated as of January 26, 2000 and the Lender Agreement dated January 25, 2001,
and as otherwise amended, supplemented or modified prior to the date hereof,
the "Loan Agreement"), as further amended and renewed by the Renewal and
Amendment Agreement No. 3 dated as of February 2, 2001 (the "Third Renewal
Agreement") between Lender and Borrower (the Loan Agreement, as amended and
renewed by the Third Renewal Agreement and as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, is referred to herein as the "Warehouse Lending Agreement"),
and is subject to the terms of the Warehouse Lending Agreement and is
entitled to the benefits therein provided.

Upon the occurrence of an Event of Default (as defined in the Warehouse
Lending Agreement), the principal of and accrued interest on this Note may be
declared due and payable in the manner and with the effect provided in the
Warehouse Lending Agreement, without presentment, demand, protest or notice
of any kind, each of which is hereby expressly waived by Borrower.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

                                       LONG BEACH ACCEPTANCE CORP.


                                       By:  /s/ Michael J. Pankey
                                           -------------------------
                                           Name:   Michael J. Pankey
                                           Title:  Chief Financial Officer

<Page>


                                                                  EXECUTION COPY



                            AMENDMENT AGREEMENT NO. 4

     This AMENDMENT AGREEMENT NO. 4, dated as of September 30, 2001 (this
"FOURTH AMENDMENT AGREEMENT"), is made by and between Greenwich Capital
Financial Products, Inc., a Delaware corporation ("LENDER"), and Long Beach
Acceptance Corp., a Delaware corporation ("BORROWER").

                                   WITNESSETH:

     WHEREAS, Borrower and Lender are parties to that certain Warehouse Lending
Agreement dated as of January 30, 1998 (as amended by Amendment No. 1 thereto
dated as of November 25, 1998, Amendment No. 2 thereto dated as of December 16,
1998, the Renewal and Amendment Agreement dated as of January 29, 1999,
Amendment No. 3 to Warehouse Lending Agreement dated as of September 1, 1999,
the Renewal and Amendment Agreement No. 2 dated as of January 26, 2000, the
Letter Agreement dated January 25, 2001, and the Renewal and Amendment Agreement
No. 3 dated as of February 2, 2001, and as otherwise amended, supplemented or
modified prior to the date hereof, the "LOAN AGREEMENT"), whereby Lender has
agreed to make certain loans to Borrower, which loans are secured by, among
other things, certain automobile retail installment contracts owned by Borrower,
as provided in the Loan Agreement and the other agreements entered into in
connection with the Loan Agreement (collectively, the "LOAN FACILITY"); and

     WHEREAS, Lender and Borrower wish to amend certain provisions of the Loan
Facility.

     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.   DEFINITIONS. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Loan Agreement, including by way of
reference to any other documents or agreements.

2.   AMENDMENTS.

     (a) Section 1.01. DEFINITIONS.

     The following definition of "Advance Rate" is hereby amended and restated
in its entirety to read as follows:


<Page>

         `"Advance Rate" means (i) with respect to Class 1 Eligible Contracts,
         initially ninety seven percent (97%), (ii) with respect to Class 2
         Eligible Contracts, fifty percent (50%), and (iii) with respect to any
         Ineligible Contract, zero percent (0%); PROVIDED, HOWEVER, with respect
         to Class 1 Eligible Contracts, if at any date of determination (a) the
         then applicable Advance Rate is greater than or less than (b) the
         anticipated Net Securitization Proceeds Percentage, then the Advance
         Rate with respect to Class 1 Eligible Contracts shall be modified, as
         provided in Section 3.03(e), to such anticipated Net Securitization
         Proceeds Percentage; PROVIDED, FURTHER, that the Advance Rate with
         respect to Class 1 Eligible Contracts shall not exceed 97%';

     (b) Section 2.01(a) is hereby amended and restated in its entirety to read
as follows:

         "(a) Lender agrees, upon the terms and subject to the conditions and
         relying upon the representations and warranties set forth in the Loan
         Agreement, to make one or more loans (each, a "Committed Loan" and,
         together, the "Committed Loans") to Borrower up to a maximum principal
         amount at any one time outstanding of ONE HUNDRED SEVENTY FIVE MILLION
         DOLLARS (U.S. $175,000,000) (the "Commitment") during the Commitment
         Period. Lender may in its sole and absolute discretion, but shall not
         be obligated to, and upon the terms and subject to the conditions and
         relying upon the representations and warranties set forth in the Loan
         Agreement, make one or more additional loans to Borrower on an
         uncommitted basis (each, an "Uncommitted Loan" and, together, the
         "Uncommitted Loans") up to a maximum principal amount at any one time
         outstanding of TWENTY FIVE MILLION DOLLARS (U.S. $25,000,000) (the
         "Uncommitted Amount") during any Uncommitted Loan Availability Period.
         For the avoidance of doubt, Lender shall have no obligation whatsoever
         to make any Uncommitted Loan to Borrower unless Lender, in its sole and
         absolute discretion, decides to make such Uncommitted Loan. As used
         herein, each Committed Loan or Uncommitted Loan is referred to as a
         "Loan" and all Committed Loans and Uncommitted Loans are referred to
         collectively as the "Loans."

3.   EXPENSES. Borrower shall pay to Lender, on demand, any and all fees, costs
and expenses (including reasonable fees and expenses of counsel) incurred by
Lender in connection with the preparation, execution, delivery and performance
of this Fourth Amendment Agreement and the Loan Agreement.

4.   CONFIRMATION OF LOAN AGREEMENT AND SECURITY AGREEMENT; BORROWER
REPRESENTATIONS.

     (a) Except as expressly amended hereby, all of the terms of the Loan
Agreement and the Note shall remain in full force and effect and are hereby
ratified and confirmed in all respects;

     (b) All of the terms of the Security Agreement shall remain in full force
and effect and are hereby ratified and confirmed in all respects;


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<Page>

     (c) All presently outstanding and new Loans made under the Loan Agreement
including, without limitation, all presently outstanding Loans made under the
Loan Agreement (in each case together with accrued interest thereon pursuant to
the terms of the Loan Agreement) shall constitute "Obligations" under the Loan
Agreement; and all "Obligations" under the Loan Agreement shall constitute
"Secured Obligations" under the Security Agreement;

     (d) Borrower hereby represents and warrants to Lender that (i) Borrower has
the requisite power and authority, and legal right, to execute and deliver this
Fourth Amendment Agreement and to perform its obligations under this Fourth
Amendment Agreement, the Loan Agreement and the Note, (ii) Borrower has taken
all necessary corporate and legal action to duly authorize the execution and
delivery of this Forth Amendment Agreement and the performance of its
obligations under this Fourth Amendment Agreement, the Loan Agreement and the
Note, (iii) this Fourth Amendment Agreement has been duly executed and delivered
by Borrower, (iv) each of this Fourth Amendment Agreement, the Loan Agreement
and the Note constitutes a legal, valid and binding obligation of Borrower
enforceable against Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law), and (v), after giving effect to this Fourth
Amendment Agreement, no Default or Event of Default has occurred and is
continuing;

     (e) Each representation and warranty contained in the Loan Agreement (as
modified by this Fourth Amendment Agreement, if applicable) is true and correct
and is hereby restated and affirmed; and

     (f) Each covenant contained in the Loan Agreement (as modified by this
Fourth Amendment Agreement, if applicable) is hereby restated and affirmed.

5.   FURTHER ASSURANCES. The parties hereto hereby agree to execute and deliver
such additional documents, instruments or agreements as may be reasonably
necessary and appropriate to effectuate the purposes of this Fourth Amendment
Agreement, the Loan Agreement and the Note.

6.   CONFLICTS. In the event of a conflict of any provision hereof with any
provision or definition set forth in the Loan Agreement, the provisions and
definitions of this Fourth Amendment Agreement shall control.

7.   GOVERNING LAW. THIS FOURTH AMENDMENT AGREEMENT AND THE LOAN AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

8.   SEVERABILITY. Any provision of this Fourth Amendment Agreement, the Loan
Agreement or any other Loan Document which is prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or


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<Page>

thereof or affecting the validity, enforceability or legality of such provisions
in any other jurisdiction.

9.   ENTIRE AGREEMENT. This Fourth Amendment Agreement, the Loan Agreement and
the other Loan Documents constitute the entire agreement among the parties
relative to the subject matter hereof. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by this Fourth Amendment
Agreement, the Loan Agreement and the other Loan Documents. Nothing in this
Fourth Amendment Agreement, the Loan Agreement or in the other Loan Documents,
expressed or implied, is intended to confer upon any party other than the
parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Fourth Amendment Agreement, the Loan Agreement or the
other Loan Documents.

10.   BINDING EFFECT. This Fourth Amendment Agreement, the Loan Agreement and
the other Loan Documents shall be binding upon and shall be enforceable by
Borrower and Lender and their respective successors and permitted assigns.

11.   COUNTERPARTS. This Fourth Amendment Agreement may be signed in any number
of counterparts which, taken together, shall constitute a full and original
agreement for all purposes.







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<Page>


     IN WITNESS WHEREOF, Lender and Borrower have caused this Fourth Amendment
Agreement to be duly executed and delivered by their respective authorized
officers as of the date first above written.

                                                LONG BEACH ACCEPTANCE CORP.,
                                                  as Borrower

                                                By:_____________________________
                                                   Name:
                                                   Title:

                                                GREENWICH CAPITAL FINANCIAL
                                                PRODUCTS, INC.,
                                                  as Lender

                                                By:_____________________________
                                                   Name:
                                                   Title:


AGREED AND ACCEPTED

AMERIQUEST MORTGAGE COMPANY



By:________________________________
   Name:
   Title:






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