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                                                                  EXHIBIT 10.110


                           SUPERSOLUTIONS CORPORATION
             DAYBREAK - THE BIG PICTURE(TM) SERVICE LEVEL AGREEMENT

        THIS AGREEMENT (the "Agreement") is made as of this twenty second day of
December, 1999 by and between SuperSolutions Corporation, a Minnesota
corporation (the "Company"), and Onyx Acceptance Corporation, a Delaware
corporation ("Customer").

                                   WITNESSETH

        WHEREAS, Customer has entered into a Daybreak - The Big Picture(TM)
Master License Agreement (the "License Agreement") with the Company pursuant to
which the Company has granted Customer a license to the proprietary software
product DAYBREAK - THE BIG PICTURE(TM) (hereinafter referred to as "Daybreak")
as more fully set forth in the License Agreement; and

        WHEREAS, pursuant to the License Agreement, the parties hereto have
agreed to enter into this Agreement to provide for certain services to be
performed by the Company for the benefit of Customer, including without
limitation maintenance services, in connection with Daybreak; and

        WHEREAS, the parties hereto wish to outline the terms and conditions of
those services related to Daybreak to be provided by the Company; and

        WHEREAS, this Agreement will only become effective if Customer accepts
(or is deemed to have accepted) Daybreak pursuant to the License Agreement and
shall be effective on such date;

        NOW, THEREFORE, in consideration of the foregoing, and other valuable
consideration hereinafter set forth, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

        1. Term. This Agreement shall be effective the date Customer accepts (or
is deemed to have accepted) Daybreak pursuant to the License Agreement and shall
terminate on the one year anniversary of the effective date. Notwithstanding the
foregoing, this Agreement shall automatically renew for consecutive one year
terms unless either party notifies the other party of its intent to terminate at
least 90 days prior to the end of the then current term.

        2. Service Fees. Customer shall pay the Company an annual fee for the
services to be performed under this Agreement in an amount set forth in SCHEDULE
A. Such amount shall be paid in advance in equal quarterly installments
beginning on the effective date of this Agreement.

        3. Production Releases. The Company schedules releases of updated
Daybreak versions (each as a "Production Release") in intervals of approximately
six (6) months, which Production Release schedule is subject to change without
notice. Customer shall be entitled to receive from the Company each Production
Release that is generally made available to all customers of the Company at
Customer's service level who have entered into a Daybreak Master License
Agreement. All Production Releases shall be baseline functionality, and the
Company shall support up to current (n) less two (n-2) versions. The Company
shall include in each Production Release delivered to Customer documentation, if
any, outlining installation, configuration and administration instructions for
such Production Release. Customer shall install each Production Release within
sixty (60) days after receipt. Customer shall be responsible for upgrading all
customized code in connection with each Production Release and shall upgrade
such customized code by either (i) performing the work internally, or (ii)
engaging the Company to upgrade such customized code on a billable basis. The
Company agrees to keep Daybreak compatible with the then current version of
Oracle database, within a twelve (12) month time period of the general
production release date from Oracle.

        4. Issues. For purposes of this Agreement, an "issue" shall mean any
Bug-Fix, Modification, Enhancement or Customization (each as hereinafter
defined). All Issues shall be categorized as follows:



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                (a) "Bug-Fixes" shall mean alterations made by the Company to an
        existing Daybreak program, package or other executable code, which
        alterations are intended to permanently remedy a persistent failure,
        malfunction or defect of Daybreak (such defect shall hereinafter be
        referred to as a "Bug") which prevents Daybreak from performing
        substantially in accordance with documentation provided to Customer by
        the Company at the time of installation; provided however, that any such
        failure, malfunction or defect of Daybreak shall not be deemed an
        "Issue" and shall not be the responsibility of the Company to the extent
        that it is caused by (A) Customer's hardware or other software, (B)
        Customer's improper use of Daybreak or (C) Customer's modification to
        Daybreak without prior written approval by SuperSolutions;

                (b) "Modifications" shall mean alterations made by the Company
        to an existing Daybreak program, package or other executable code, which
        alterations are initiated by the Company and which the Company intends
        will become part of Daybreak;

                (c) "Enhancements" shall mean alterations made by the Company to
        an existing Daybreak program, package or other executable code, which
        alterations are initiated by Customer, accepted by the Company and which
        are intended by the Company to add functionality to Daybreak and to
        become part of baseline Daybreak (to the extent an "Enhancement" is not
        accepted by the Company, it shall be deemed a "Customization"); and

                (d) "Customizations" shall mean alterations made by the Company
        to an existing Daybreak program, package, or other executable code,
        which alterations are initiated by Customer and designed to meet the
        business requirements of Customer which may or may not become a part of
        Daybreak in the Company's sole discretion.

        5. Notification of Issues.

                (a) Bug-Fixes.

                        (i) As soon as possible after Customer discovers a Bug,
                Customer shall notify the Company via telephone, email or
                facsimile of such Bug. Such notification (a "Customer
                Notification") shall include (i) Customer's in-house issue
                number, (ii) the priority level of the Issue (as determined
                pursuant to Section 6 hereof), (iii) a detailed description of
                the Bug, and (iv) any other information which Customer should
                reasonably believe will be necessary or helpful in addressing
                the Bug.

                        (ii) In the event that Customer manages access to its
                system, Customer shall provide the Company with ready access to
                such system when the Company responds to a reported Bug. By way
                of illustration only, such provision of access to Customer's
                system may include, but is not limited to, ensuring that user
                ID's and passwords are enabled when the Company responds to a
                reported Bug.

                        (iii) In the event the Company becomes aware of a Bug
                (whether such Bug is discovered by the Company or by a customer
                of the Company other than Customer), the Company shall notify
                Customer of such discovery via telephone; email or facsimile as
                soon as practicable after the Company learns of the Bug. Such
                notice shall describe the Bug in detail.

                        (iv) The priority of the Bug-Fix (as determined pursuant
                to Section 6 below) shall determine the time schedule pursuant
                to which the Company shall complete the Bug-Fix to remedy the
                Bug and deliver the same to Customer. The Company shall deliver
                such Bug-Fix to Customer pursuant to a Patch (as hereinafter
                defined) pursuant to Section 6 hereof.

                (b) Modifications. If the Company intends to incorporate a
        Modification into Daybreak



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        other than through a Production Release, the Company shall use
        reasonable efforts to notify Customer of such intention to the extent
        practical under the circumstances. Customer may provide feedback to the
        Company if it so desires. The priority of the Modification (as
        determined pursuant to Section 6 below) shall determine the time
        schedule pursuant to which the Company shall complete the Modification.

                (c) Enhancements. Customer shall initiate an Enhancement by
         notifying the Company of Customer's desire for such Enhancement. If the
         Company decides to add such Enhancement to its baseline Daybreak
         software, then it shall be deemed an "Enhancement," otherwise it shall
         be deemed a "Customization." The priority of the Enhancement (as
         determined pursuant to Section 6 below) shall determine the time
         schedule pursuant to which the Company shall complete the Enhancement.

                (d) Customizations. Customer shall initiate a Customization by
        notifying the Company of Customer's desire for such Customization and
        delivering to the Company a written description of Customer's business
        requirements necessitating the Customization. The Company shall review
        the business requirements provided by Customer and provide feedback to
        Customer regarding the Customization request. Unless otherwise consented
        to by Customer in writing, all information provided by Customer to the
        Company in connection with Customer's request for Customization (but
        excluding the actual Customization) shall be considered Confidential
        Information (as hereinafter defined) for the purposes of Section 10
        hereof. The priority of the Customization (as determined pursuant to
        Section 6 below) shall determine the time schedule pursuant to which the
        Company shall complete the Customization. Notwithstanding the priority
        of any Customization, no Customization shall be undertaken by the
        Company until the Company, and Customer have executed a Task Order
        Agreement in the form attached as EXHIBIT A. All such task orders shall
        be deemed a part of and shall be subject to this Agreement and the
        License Agreement and each Task Order Agreement hereto hereby
        incorporates all of the terms and conditions of this Agreement and the
        License Agreement.

        6. Issue Priority. The priority of an Issue shall determine the time
schedule pursuant to which the Company shall resolve the Issue. All Issues shall
be prioritized as follows:

                (a) An Issue is "Critical" in priority (a "Critical Priority
        Issue") if Customer's Daybreak system is down or business critical
        processes incorporating Daybreak have been materially impaired. When
        Customer Notification is received by the Company, the Company shall
        begin addressing (the addressing of Issues shall hereinafter be referred
        to as "Customer Support") Critical Priority Issues within fifteen (15)
        minutes of the Initial Response (as defined below). The Company shall
        use reasonable commercial efforts to resolve all Critical Priority
        Issues as soon as possible following the commencement of Customer
        Support.

                (b) An Issue is "High" in priority (a "High Priority Issue") if
        it is functional in nature and affects Customer's Daybreak system
        processes, but is not business critical. When Customer Notification is
        received by the Company during Business Hours (as defined below), the
        Company shall begin Customer Support of High Priority Issues within one
        (1) hour of the Initial Response. When Customer Notification is received
        by the Company outside of Business Hours, the Company shall commence
        Customer Support of High Priority Issues within one (1) hour of the
        beginning of Business Hours on the day following the Company's Initial
        Response. The Company shall use reasonable commercial efforts to resolve
        all High Priority Issues within fifteen (15) days after the commencement
        of Customer Support.

                (c) An Issue is "Medium" in priority (a "Medium Priority Issue"
        if it is functional in nature and affects Customer's Daybreak system
        processes, but for which reasonable alternative options are available to
        Customer to overcome the Issue. When Customer Notification is received
        by the Company during Business Hours, the Company shall begin Customer
        Support of Medium Priority



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        Issues within one (1) hour of the Initial Response. When the Customer
        Notification is received by the Company outside of Business Hours, the
        Company shall begin Customer Support of Medium Priority Issues within
        one (1) hour of the commencement of Business Hours on the day following
        the Company's Initial Response. The Company shall use reasonable
        commercial efforts to resolve all Medium Priority Issues within thirty
        (30) days after the commencement of Customer Support.

                (d) An Issue is "Low" in priority (a "Low Priority Issue") if it
        is cosmetic in nature or consists of grammatical errors. When Customer
        Notification is received by the Company during Business Hours, the
        Company shall begin Customer Support of Low Priority Issues within one
        (1) day of the Initial Response. When the Customer Notification is
        received by the Company outside of Business Hours, the Company shall
        begin Customer Support of Low Priority Issues within one (1) day of the
        commencement of Business Hours on the day following the Company's
        Initial Response. The Company shall use reasonable commercial efforts to
        resolve all Low Priority Issues prior to the time of its next Production
        Release.

        Final determination of the priority of all Issues shall be made by the
Company in its reasonable discretion. In the event the Company fails to begin
Customer Support within the priority-based response time frames described above,
the Company shall escalate the priority of the Issue according to the Company's
predefined "escalation procedures". Delivery of a "Patch" (as defined in Section
7(b)) shall complete the Company's obligation hereunder for Customer Support.
The Company shall give Customer notice of any changes to the escalation
procedures, which notice shall be sufficient to allow Customer to take any and
all appropriate precautionary measures. For purposes of this Section 6,
"Business Hours" means daily from 6:00 a.m. through 8:00 p.m. CST.

        7. Customer Support.

                (a) Customer hereby acknowledges that the Company's
        responsibilities to other customers may prevent the Company from
        responding to all Customer Notifications directly. Nonetheless, the
        Company shall use reasonable commercial efforts to respond to all
        Customer Notifications in a timely manner. After receipt of a Customer
        Notification, the Company shall immediately determine the priority of
        the Issue pursuant to the priority criteria listed in Section 6 hereof
        (the "Initial Response"). Issue priority will determine the turnaround
        time for resolving the Issue.

                (b) Unless the Company in its sole discretion determines that it
        is necessary or desirable to perform Customer Support at Customer's
        place of business, the Company shall develop a solution remotely to
        correct the Issue (such remote solution is hereinafter referred to as a
        "Patch") and shall deliver the Patch to Customer upon the Company's
        completion of the Patch. The Company shall deliver the Patch and
        Customer shall apply the Patch, each pursuant to the provisions of
        Section 8 hereof.

                (c) The Company shall document any actions, including any
        corrections, additions, deletions or modifications, taken as a part of
        the Customer Support. Such documentation shall include a description of
        the change and the date and time the action was taken. In the event the
        Company requests that Customer take action, then Customer (and not the
        Company) shall have the responsibility to log the action so taken.

        8. Maintenance Patches.

                (a) Delivery of Patch. Each Patch will be delivered to the
        Customer independently from other Patches. A single Patch may address
        several Issues. Along with each Patch provided to Customer, the Company
        shall provide information which information shall (i) identify the Date
        such Patch was delivered by the Company to Customer, (ii) identify the
        Patch Identification Number, (iii) identify the Daybreak modules
        addressed by the Patch, (iv) identify the Company's Issue Reference



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        Number, if any, (v) identify the Customer Reference Number (which is
        provided when the Issue is communicated to the Company), (vi) describe
        the Issue addressed by the Patch, (vii) describe the Patch in detail,
        which description shall include instructions for applying and testing
        the Patch, indicate the reversibility of the Patch, and disclose the
        potential hazards associated with Customer's partial installment of the
        Patch. If the production program delivered in the Patch is a replacement
        for an existing production program, the Company shall describe all
        modifications, deletions and additions to such production program. If
        the production program delivered in the Patch is to be used to affect
        modifications, deletions or additions, the Company shall describe all
        modifications, deletions or additions affected through the program's
        use. All documentation provided by the Company to Customer pursuant to
        this Section 8 shall be sufficient to allow Customer to apply the Patch
        without the Company's assistance.

                (b) Patch Application Schedule. The Company recommends that
        Customer apply any Patch delivered to Customer by the Company in a
        manner consistent with the following schedule:

                        (i) Customer shall complete the application of any Patch
                addressing Critical Priority Issues immediately upon receipt of
                such Patch;

                        (ii) Customer shall complete the application of any
                Patch addressing High Priority Issues within Seventy-two (72)
                hours of Customer's receipt of such Patch;

                        (iii) Customer shall complete the application of any
                Patch addressing Medium Priority Issues within Thirty (30) days
                of Customer's receipt of such Patch; and

                        (iv) The completion of Customer's application of any
                Patch addressing Low Priority Issues shall be at Customer's
                discretion.

                Customer shall use its best efforts to complete its application
        of Patches provided by the Company within the suggested time periods
        referenced above. Customer shall apply all Patches completely and in the
        order provided by the Company. Customer hereby acknowledges that the
        partial application of Patches or the application of Patches in an order
        other than that in which such Patches are provided by the Company may
        have results that require the Company to provide additional Customer
        Support, which additional support may be considered Outside Customer
        Support (as such term is defined in Section 9 below).

                (c) Customer Notification of Patch Application. As soon as
        practicable after Customer completes the application of a Patch,
        Customer shall notify the Company of such completion. The Company shall
        record and maintain such Patch application information.

        9. Support Agreement Limitations.

                (a) Outside Customer Support. Any Customer Support provided by
        the Company shall be governed under this Agreement; provided however,
        that such Customer Support shall not be governed by this Agreement if:

                        (i) the Issue affecting Customer's system is the result
                of a change, modification, or alteration to Daybreak without the
                written approval of a Company employee in a position at or
                superior to a Daybreak development team leader;

                        (ii) the Issue resides within a "program" (which term
                shall include, without limitation, processes, reports, forms and
                triggers) that Customer has modified without the written
                approval of a Company employee in a position at or superior to a
                Daybreak development team leader;



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                        (iii) unless otherwise approved by the Company in
                writing, the Issue results from an application of a Patch made
                by Customer in a manner inconsistent with the instructions for
                such application provided by the Company; or

                        (iv) the "issue" is not an Issue as defined in this
                Agreement.

                Customer Support not governed under this Agreement shall
        hereinafter be referred to as "Outside Customer Support." Customer
        hereby acknowledges that the hourly billable rate for Outside Customer
        Support shall be determined by the market rates for such services at the
        time such Outside Customer Support is performed. Customer acknowledges
        that the Company's current billable rate for providing Outside Customer
        Support is Two Hundred Dollars ($200) per hour of Outside Customer
        Support, which rate is subject to change without notice to Customer.

                (b) Customization. Customer acknowledges that the Company shall
        charge Customer an hourly billable rate for all Customer Support
        performed by the Company in connection with Customizations, which rate
        shall be equal to the Company's billable rate, set forth in Schedule A
        hereto.

        10. Confidentiality.

                (a) Except as otherwise required in order to perform the
        services contemplated by this Agreement, the Company shall hold all
        Confidential Information (as defined below) in the strictest of
        confidence and never use, disclose or publish any Confidential
        Information without the prior written express permission of Customer.
        Except as otherwise authorized in writing by Customer, the Company
        agrees to maintain control over any Confidential Information obtained
        and restrict access thereto to those employees of the Company who are
        members of the Daybreak development teams.

                (b) For the purposes of this Section 10, Confidential
        Information means information or data relating to Customer's processes,
        business, customers and products, including information relating to
        research, development, manufacturing, know-how, formulas, product ideas,
        inventions, trade secrets, patents, patent applications, systems,
        products, programs and techniques and any secret, proprietary or
        confidential information, knowledge or data of Customer. All information
        and data, disclosed to the Company, or to which the Company obtains
        access, whether originated by the Company or by others, which is treated
        by Customer as Confidential Information, or which the Company has
        reasonable basis to believe is Confidential Information, will be
        presumed to be Confidential Information. The term Confidential
        Information will not apply to information or data which (i) the Company
        can establish by documentation is known to the Company prior to receipt
        by the Company from Customer; (ii) is lawfully disclosed to the Company
        by a third party not deriving the same from Customer, (iii) is
        independently developed by the Company or (iv) is presently in the
        public domain or becomes a part of the public domain through no fault of
        the Company or anyone related to the Company. The Patch to resolve any
        Issue under this Agreement shall not be deemed to be Confidential
        Information of Customer and may be made available to all of the
        Company's customers in the Company's sole discretion.

        11. Non-Performance. In the event the Company fails to perform its
material obligations under this Agreement in any material respect, Customer
shall provide the Company written notice explaining in detail the alleged
failure of the Company. If the Company does not remedy such alleged failure
within ten business days of receipt of such written notice from Customer,
Customer may terminate this Agreement, with no further liability hereunder,
within two business days of the expiration of the foregoing ten day period. Upon
such termination, if any, to the extent the Company has materially breached a
material obligation under this Agreement, Customer shall be entitled to a refund
of the pro rata unused amount paid to the Company under this Agreement for the
quarter of termination. THE REMEDY PROVIDED BY THIS SECTION 11 SHALL BE
CUSTOMER'S SOLE REMEDY UNDER THIS AGREEMENT, AT LAW AND IN EQUITY, AND IN NO
EVENT



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SHALL THE COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, EACH OF
WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HERETO HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

        12. General.

                (a) No Assignment. Neither party hereto may assign their
        interest under this Agreement to any third party without the prior
        written consent of the other party hereto.

                (b) No Third Party Beneficiaries. Nothing herein expressed or
        implied is intended or shall be construed as conferring upon or giving
        to any person, firm or corporation other than the parties hereto any
        rights or benefits under or by reason of this Agreement, other than MBIA
        Insurance Corporation or another financial insurer of Customer.

                (c) Severability. If any provision of this Agreement shall be
        held by any court of competent jurisdiction to be illegal, invalid or
        unenforceable, such provision shall be construed and enforced as if it
        had been more narrowly drawn so as not to be illegal, invalid or
        unenforceable, and such illegality, invalidity or unenforceability shall
        have no effect upon and shall not impair the enforceability of any other
        provision of this Agreement.

                (d) Amendment. The Company retains the right to amend this
        agreement; provided however, that the Company shall obtain the prior
        written consent of Customer if any such amendment materially and
        adversely affects the rights granted to Customer under this Agreement.

                (e) Entire Agreement. The obligations of the Company and
        Customer under this Agreement and the License Agreement are cumulative.
        In the event that this Agreement and the License Agreement conflict as
        to the level of service required to be provided by the Company to
        Customer, then with respect to such conflicting provisions, this
        Agreement shall control.

                (f) Counterparts. This Agreement may be executed in any number
        of counterparts, each of which shall be deemed an original, but all of
        which shall constitute but one and the same agreement.

                (g) Governing Law. This Agreement shall be interpreted and
        enforced in accordance with the laws of the State of Minnesota, without
        giving effect to conflict of law principles contained therein. Customer
        hereby (i) agrees that any litigation, action or proceeding arising out
        of or relating to this Agreement shall be instituted in any state or
        federal court only in Minneapolis, Minnesota, (ii) waives any objection
        which it might have now or hereafter to the venue of any such
        litigation, action or proceeding, (iii) irrevocably submits to the
        jurisdiction of any such court in any such litigation, action or
        proceeding, and (iv) waives any claim or defense of inconvenient forum.
        Customer hereby consents to service of process by registered mail,
        return receipt requested, at Customer's address.

                (h) Waiver . Any terms or conditions of this Agreement may be
        waived in writing at any time by the party that is entitled to the
        benefits thereof. No waiver of any provision of this Agreement shall be
        deemed to or shall constitute a waiver of any other provisions hereof.

                (i) In any legal or other proceedings arising from or related to
        this Agreement, the prevailing party shall be awarded its reasonable
        attorney fees and costs incurred.



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        IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first written above.

                                       SUPERSOLUTIONS CORPORATION

                                       By: /s/  [SIGNATURE ILLEGIBLE]
                                          --------------------------------------
                                       Its: PRESIDENT 12/23/99
                                           -------------------------------------

                                       ONYX ACCEPTANCE CORPORATION

                                       By:  /s/  TODD A. PIERSON
                                          --------------------------------------
                                       Its: SVP, CIO 12/30/99
                                           -------------------------------------



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