Master Loan and Security Agreement - Motor Vehicles

MASTER LOAN AND SECURITY AGREEMENT ("Agreement") dated as of
_____________________ ______, 2005 between NEW WORLD LEASE FUNDING, LLC
(together with its successors and assigns, "NEW WORLD"), with offices at 1979
Marcus Avenue, Suite 232, Lake Success, New York 11042 and Sparta Commercial
Services, Inc. ("Borrower"), incorporated under the laws of the State of New
York.

                             W I T N E S S E T H:

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, NEW WORLD and Borrower hereby agree as follows:

1. Advances:

Borrower intends but is not obligated to request NEW WORLD to lend to Borrower
on a full recourse basis, in NEW WORLD's sole and absolute discretion, all or
part of the cost of a motor vehicle purchased or to be purchased by Borrower for
lease to a lessee (herein called an "Advance"). Each Advance shall be evidenced
by a Promissory Note and Lease Assignment signed by Borrower specifying the
amount, terms of payment, the motor vehicle financed thereby and the assignment
and delivery of the original lease to NEW WORLD (collectively herein called an
"Instrument"). Each motor vehicle in respect of which NEW WORLD has made or in
the future shall make an Advance, and all accessions, accessories and additions
thereto, replacements and substitutions therefor is herein called a "Motor
Vehicle". The lease of each Motor Vehicle, together with any option granted to
the Lessee to purchase the leased Motor Vehicle, is herein called a "Lease" and
the lessee under a Lease is herein called a "Lessee". All Advances and all other
liabilities of every nature at any time owing by Borrower to NEW WORLD, now
existing or hereafter incurred, direct or indirect, actual or contingent, due or
not due, of every type and description including, without limitation, all
principal, monthly installments, balloon payments, interest, prepayment fees and

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other fees and expenses under this Agreement and each Instrument, now or
hereafter existing or created, direct or indirect, actual or contingent, whether
independent, joint or several, liquidated or unliquidated, no matter how arising
or acquired, whether from Borrower, Lessees or others, or by assignment or
otherwise, and all extensions and renewals, shall be obligations of the Borrower
hereunder (each herein called a "Liability" and all collectively herein called
"Liabilities").

2. Security:

As security for the prompt payment of all Advances and all Liabilities, Borrower
hereby pledges and assigns to NEW WORLD, and grants to NEW WORLD: (a) a first
priority purchase money security interest in all Motor Vehicles and Leases in
respect of which NEW WORLD shall make an Advance, whether now owned or existing
or hereafter acquired or entered into, together with all sums due or payable
under all Leases and all claims of every nature relating thereto including,
without limitation, monthly rental or other payments, any related purchase or
renewal options and agreements, all security deposits, cash collateral and
advance rental payments relating thereto, all fees, all late charges, or
collection fees due under Leases, all taxes, all insurance on such Motor
Vehicles, the Reserve (as hereinafter defined) and all income, payments and
proceeds from the foregoing in whatever form including, without limitation,
cash, accounts and chattel paper; and (b) a security interest in, general lien
upon, and full right of set-off as to all other personal property and fixtures
of Borrower, whether now owned or existing or hereafter acquired, created or
entered into, of every kind and description and wherever located including,
without limitation, the interest of Borrower in all other motor vehicles and
leases, whether financed by NEW WORLD or others, the balance of all accounts and
credits of Borrower held by NEW WORLD, the Books and Records (as hereinafter
defined) and all monies, securities and other property of Borrower delivered


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into the possession of NEW WORLD, and all other money, goods, inventory,
equipment, instruments, securities, chattel paper, accounts receivable, contract
rights, general intangibles, claims and credits, whether or not at any time in
the possession of NEW WORLD, with full right of set-off; all income, payments,
proceeds, products, and accessions of all of the foregoing; and all of the
foregoing shall be collateral hereunder (collectively herein called the
"Collateral").

3. Representations and Warranties:

Borrower warrants and represents that:

(a) Borrower's only place(s) of business is at the address(es) specified below
and at all times during the last five years, Borrower has been organized under
the laws of the state indicated on the cover page hereof using the identical
name set forth on the signature page of this Agreement, and has been operating
as a vehicle leasing or finance company;

(b) Borrower and each person, partnership, corporation, limited liability
company or other business entity that provides a written guaranty agreement
(each herein called a "Guaranty" and all collectively herein called
"Guaranties") of the Liabilities of Borrower to NEW WORLD (each herein called a
"Guarantor" and all collectively herein called "Guarantors"), other than an
individual person, is duly organized, validly existing and in good standing
under the laws of its state of organization, has the power and authority to
carry on its business as now conducted and is qualified, licensed or registered
to transact business and is in good standing in every jurisdiction where the
nature of its business so requires;

(c) the execution, delivery and performance by Borrower of this Agreement and
each Instrument to which Borrower will become a party and the execution,
delivery and performance of each Guaranty by each Guarantor, has been duly


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authorized by all necessary organizational action, requires no action or
approval by any governmental authority, does not violate or contravene any
provision of any federal, state or local law, rule or regulation (herein called
"Applicable Law") or the organizational documents of the Borrower or any
Guarantor, and does not violate, contravene or result in or constitute a default
under any instrument, agreement or other obligation, judgment, order, writ,
injunction, decree or consent of any court or judicial authority binding upon
the Borrower or a Guarantor and will not result in the creation or imposition of
any lien, charge, claim or encumbrance of any nature upon the property of NEW
WORLD, the Borrower or a Guarantor, the Liabilities or the Collateral, except as
specifically provided by this Agreement, an Instrument or a Guaranty;

(d) there is no civil or criminal action, suit, investigation or proceeding
pending or to the knowledge of Borrower, threatened or contemplated at law, in
equity, in arbitration or by or before any other authority, governmental or
otherwise, involving or affecting the Borrower or any Guarantor, the
Liabilities, any of the Collateral, or any of the transactions contemplated in
this Agreement, the Instruments, any Lease or any Guaranty;

(e) the business, operations, assets and properties of Borrower and each
Guarantor are in compliance with Applicable Law;

(f) each Lease conforms with Applicable Law and Borrower has made all related
disclosures required by Applicable Law;

(g) all required tax returns and payments have been filed and delivered to the
appropriate taxing authorities with respect to the income, operations, assets
and properties of Borrower including, without limitation, with respect to the


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Motor Vehicles and Leases, sales taxes, use taxes and their equivalent (herein
called "Sales Taxes") and Borrower and each Guarantor is current in its payment
of all material debts and the performance of all material obligations, except to
the extent payment or performance is not yet required;

(h) Borrower is the holder and legal beneficial owner of, and has good title to
all of the Collateral including, without limitation, each Lease and Motor
Vehicle, and Borrower has full power and authority and the unconditional right
to grant to NEW WORLD the security interests with respect to the Collateral as
provided in this Agreement and each Instrument;

(i) Borrower is the sole and absolute owner of each Motor Vehicle and Lease,
free of all claims, liens, charges and security interests of every nature,
except for NEW WORLD's first priority purchase money security interest and the
subordinate right of each Lessee;

(j) the original of each manufacturer's statement of origin (herein called an
"MSO") as to each new Motor Vehicle, purchased by Borrower with an Advance, has
been endorsed for transfer to the Borrower, as the owner, specifying the
Custodian (as hereinafter defined) as the first lienholder, and simultaneously
the Borrower has made or caused the dealer to make an application for a
certificate of title (herein called the "Title") to the applicable state
department of motor vehicles (herein called the "DMV") in accordance with
Applicable Law, requiring that the Borrower be specified as the owner and the
Custodian be specified as the first lienholder on the Title in accordance with
this Section 3(j) and Section 5(d) and that the notice of recorded lien, or its
equivalent, and the new original Title be delivered directly to NEW WORLD, if
permitted under the Applicable Law in such state (if under Applicable Law, the
state requires that the original Title be forwarded to the owner designated on
the Title, then upon receipt of the original Title, the Borrower shall forthwith
deliver the Title to NEW WORLD); with respect to each used Motor Vehicle
purchased by Borrower with an Advance including, without limitation, any
Off-Lease Vehicle (as hereinafter defined), the Borrower has endorsed the
existing Title specifying the Borrower as the owner and specifying the Custodian
as the first lienholder in accordance with this Section 3(j) and Section 5(d)


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and simultaneously the Borrower has made or caused the dealer to make
application for a new Title to the applicable DMV in accordance with Applicable
Law, requiring that the Borrower be specified as the owner and the Custodian be
specified as the first lienholder on the Title in accordance with this Section
3(j) and Section 5(d) and that the notice of recorded lien, or its equivalent,
and the original new Title be forwarded directly to NEW WORLD if permitted under
Applicable Law in such state (if under Applicable Law the state requires that
the new original Title be delivered to the owner designated on the Title, then
upon receipt of the original Title, the Borrower shall forthwith deliver the
Title to NEW WORLD);

(k) Borrower has paid in full the purchase price for each Motor Vehicle and has
received a true and complete copy of the duly executed bill of sale with respect
to each Motor Vehicle;

(l) each Motor Vehicle has been purchased directly from a dealer, or
manufacturer or was purchased at an auction or through a private sale from an
unaffiliated party, or was a trade-in or was previously an Off-Lease Vehicle and
has been delivered to and accepted by the Lessee specified in the Lease without
any conditions or exceptions, and the delivery receipt therefor shall be
delivered to NEW WORLD forthwith;

(m) all Leases and Instruments are valid, binding, unconditional and absolute
obligations, not subject to rescission, and are enforceable in accordance with
their terms (except as enforcement of such terms may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the rights of creditors
generally and by equitable principles (regardless of whether such enforceability


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is in a proceeding in equity or at law)); all sums payable thereunder are
payable in the amounts and at the times stated therein without defense (whether
actual or alleged), offset or counterclaim or right of rescission against
Borrower or NEW WORLD, and no part thereof has been prepaid, released, modified,
encumbered or disposed of by Borrower;

(n) the operation of the terms of any Lease or the exercise of any right
thereunder will not render such Lease unenforceable in whole or in part or
subject such Lease to any right of rescission, offset, defense or counterclaim;

(o) Borrower regularly provides, at the request of NEW WORLD, collection
services with respect to any Lease that is delinquent and any Off-Lease Vehicle;

(p) All Instruments are valid, binding and enforceable in accordance with their
terms and all sums payable thereunder are payable in the amounts and at the
times stated therein without defense, offset or counterclaim against NEW WORLD;

(q) no part of the rentals or other fees, charges, expenses or amounts paid or
to be paid under a Lease has been or will be loaned or advanced, directly or
indirectly, to any Lessee by Borrower, or to Borrower's knowledge, anyone else;

(r) any security for or guaranty of a Lease has been disclosed to NEW WORLD, in
writing, and the same has been assigned and delivered to NEW WORLD;

(s) each Lease assigned and delivered to NEW WORLD is the only original Lease,
duly executed, for the Motor Vehicle specified therein, for commercial, business
or agricultural use or personal, family or household purposes as disclosed by
Borrower to NEW WORLD in the related Instrument, by a bona fide, legally


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competent Lessee about whom Borrower has no adverse credit information (except
as disclosed to NEW WORLD in the related Instrument), is the entire agreement
with the Lessee relating to the Motor Vehicle covered thereby, has not been
modified, cancelled or waived in any respect and none of Borrower's rights or
obligations thereunder have been released, modified, encumbered or disposed of,
and no oral representations or modifications have been made to a Lessee with
respect to any Lease or Motor Vehicle;

(t) each guaranty of a Lease assigned and delivered to NEW WORLD is the only
original guaranty of the Lease, duly executed by a bona fide, legally competent
guarantor of the Lease, about whom Borrower has no adverse credit information
(except as disclosed to NEW WORLD in the related Instrument), is valid, binding
and enforceable in accordance with its terms, is the entire agreement of
guaranty with the guarantor of the Lease, and the guaranty of the Lease, by its
terms, is irrevocable during the Lease term and is for full payment and due
performance of the obligations of the Lessee under the Lease;

(u) if a Lease shall be construed as a security agreement, Borrower has
perfected its security interest in the Motor Vehicle covered thereby in
accordance with Applicable Law including, without limitation, upon the Title
and, if necessary, by due filing of UCC financing statements, acknowledgement
copies of which have been delivered to NEW WORLD;

(v) all financial and credit information that Borrower may at any time furnish
to NEW WORLD, whether relating to Borrower, a Guarantor, a Lessee or guarantor
of a Lease, is and will, to the best of Borrower's knowledge, be true, complete,
accurate and not misleading;

(w) the Highlight Letter (as hereinafter defined) has been duly executed by the
Lessee and has been delivered to NEW WORLD simultaneously with the delivery of
the original Lease;


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(x) the Borrower is solvent and has not filed for bankruptcy;

(y) no Lessee has notified the Borrower that (A) the Borrower or the Lessee is
in breach of or default under any obligations under any Lease, (B) any Vehicle
is not functioning properly, (C) the Lessee intends to default under such Lease
or (D) any setoff, right of rescission, counterclaim or defense has been
asserted against Borrower with respect to such Lessee's duties under any Lease;

(z) there is no payment under any Lease which is now past due pursuant to the
terms of such Lease, nor have there been any payments made in advance under any
Lease, and to the best of Borrower's knowledge, no Lessee is in default under
any of its obligations under the applicable Lease;

(aa) no amount funded by a Lessor under any Lease in respect of a Vehicle
exceeds the dealer's or manufacturer's (as applicable) actual sales price of
such Vehicle less the minimum down payment made by the lessee under such Lease;

(bb) no Lease has a term in excess of sixty (60) months in length; and

(cc) At the time of the initial Advance, Borrower has received no notice that
any Lessee or Guarantor under any Lease has filed for bankruptcy.

These warranties and representations shall be deemed repeated at the time of and
shall survive each Advance.

4. Covenants:

Borrower further agrees at its own cost and expense:


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(a) to promptly and fully perform all of Borrower's obligations under Leases;

(b) to promptly and fully perform all of Borrower's obligations under this
Agreement;

(c) prior to the date that is one year and one day after the later of (A) the
date of the payment in full of the Liabilities or (B) the date of the payment in
full of all indebtedness of NEW WORLD to its creditors, that it will not
institute against, or join any other Person in instituting against, NEW WORLD or
any affiliate thereof, any bankruptcy, reorganization, receivership,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under any federal or state bankruptcy or similar law. This non-petition covenant
shall survive the termination of this Agreement to the extent the period
specified in the immediately preceding sentence survives the termination of this
Agreement;

(d) to pay each Instrument and all of Borrower's Liabilities when due;

(e) to deliver to NEW WORLD the duly executed Guaranties required by NEW WORLD
with respect to full payment and due performance of all of the terms and
provisions of this Agreement;

(f) to deliver prompt written notice to NEW WORLD of any default of a Lessee
under a Lease or of any event of loss or damage to a vehicle of which it has
actual knowledge and, in the event of the failure of a Lessee to make any
payment when due under a Lease, Borrower shall use its best efforts to cause the
Lessee to make all payments due and to deliver the same to NEW WORLD;

(g) to use the proceeds of each Advance solely for the purchase of the Motor
Vehicle to be leased to the Lessee under the specified Lease, applicable Sales


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Taxes and for such other items, if any, as authorized with the prior written
consent of NEW WORLD in its sole and absolute discretion;

(h) to furnish to NEW WORLD an original dealer's invoice for each Motor Vehicle
against which NEW WORLD intends to make an Advance, showing the true and correct
invoice price thereof (herein called the "Invoice Price");

(i) that no Lease shall be altered, amended, modified, abandoned, discharged or
terminated and no provision of a Lease shall be waived including, without
limitation, with respect to a payment thereunder, without the prior written
consent of NEW WORLD in its sole and absolute discretion;

(j) that it shall not permit a Lessee to whom a Motor Vehicle is registered in
one state, to remove the Motor Vehicle to another state beyond the time required
under Applicable Law for the Motor Vehicle to be re-registered in the state to
which it has been removed without the prior written consent of NEW WORLD, which
consent shall not be unreasonably withheld, and Borrower shall promptly notify
NEW WORLD upon receiving any information that a Motor Vehicle has been removed
to another state;

(k) to maintain or cause each Lessee to maintain in full force and effect at all
times during the entire term of each Lease and so long as the Motor Vehicle has
been delivered into the possession of a Lessee and until there has been a final
disposition of the Motor Vehicle as provided in the Lease and as authorized and
permitted under this Agreement, an insurance policy (herein called the "Policy")
conforming to Applicable Law, providing for the following minimum coverages and
maximum deductible, insuring the Borrower (as owner) and its assignees, Lessee,
all Motor Vehicle operators and the Motor Vehicle, as follows: (i) Public
Liability for bodily injury or death to any one person for $100,000 and for any
one accident for $300,000, (ii) Property damage liability for $50,000; (iii)
Collision for the value of the Motor Vehicle with a deductible of $500 (or such


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greater amount as is approved by NEW WORLD in its sole discretion, on a case by
case basis) payable in cash and not by a replacement vehicle; and (iv)
Comprehensive, including fire and theft, for the value of the Motor Vehicle with
a deductible of $500 (or such greater amount as is approved by NEW WORLD in its
sole discretion, on a case by case basis) payable in cash and not by a
replacement vehicle; the Policy shall provide the Borrower (as owner) and its
assignees with primary coverage as additional insured and loss payee on all
coverages and NEW WORLD shall be specified as the loss payee with respect to the
Collision and Comprehensive coverages; the Policy shall be with an insurer
acceptable to NEW WORLD; the Policy cannot contain excluded driver provisions
and it must provide that Borrower and NEW WORLD shall be given 10 days advance
notice of any cancellation, reduction, or other material change in coverage; and
if NEW WORLD so requests, the Borrower will deliver to NEW WORLD the Policy or a
certificate of insurance with evidence of premium payments and copies of all
notices relating to such insurance;

(l) to give NEW WORLD prompt notice of any dispute or claim relating to any of
the Collateral;

(m) to keep proper records and books of account regarding the Collateral, mark
such books and records including all copies of Leases to show NEW WORLD's
security interest specified as "First Lienholder - U.S. Bank, National
Association, as Custodian" in accordance with Section 3(j) and Section 5(d) and
make same available for NEW WORLD's inspection and copying at reasonable times;


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(n) to deliver to NEW WORLD, within 120 days after the end of the respective
fiscal years of Borrower and Guarantor, their financial statements and tax
returns;

(o) to timely file and deliver all required tax returns to the appropriate
taxing authorities, in accordance with Applicable Law, with respect to the
income, operations, assets and properties of Borrower including, without
limitation, with respect to the Motor Vehicles and Leases, Sales Taxes and to
pay all material debts and to perform all material obligations of Borrower,
except to the extent payment or performance is not yet required;

(p) simultaneously with the delivery of each executed original Lease to NEW
WORLD, to deliver to NEW WORLD a letter addressed to and duly executed by the
Lessee (on a form provided by NEW WORLD), in which the Lessee has confirmed the
substantive terms of the Lease and the obligation of the Lessee to make all
payments due under the Lease directly to NEW WORLD ("Highlight Letter"), and the
Borrower agrees that the making of each Advance is expressly conditioned upon
Borrower delivering the duly executed Highlight Letter to NEW WORLD;

(q) to periodically furnish such information regarding the Collateral and the
financial condition or operations of Borrower, a Guarantor, a Lessee or a
guarantor of a Lease as NEW WORLD may reasonably request;

(r) to execute and deliver such further documents and information as NEW WORLD
may reasonably require with respect to any term or provision of this Agreement,
the Instruments, a Lease, any of the Collateral or to further confirm any of the
foregoing;


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(s) that the original of each Lease which constitutes "chattel paper" as defined
under the Uniform Commercial Code ("UCC"), shall be delivered to NEW WORLD
immediately after execution thereof and prior to the Advance to purchase the
related Motor Vehicle;

(t) promptly upon receipt of notice thereof, to pay or cause to be paid all
charges, taxes and assessments levied or assessed against Borrower, if the
failure to pay such taxes could result in the imposition of any lien against the
Collateral or any payments made or to be made by lessee in respect thereof,
other than liens for taxes not yet due;

(u) to deliver to the Lender all information, including, but not limited to, the
organizational number (if any) assigned to the Borrower by the state indicated
on the cover page hereof, necessary to permit the Lender to file effective
financing statements under the Uniform Commercial Code or other Applicable Law;

(v) the original of each MSO as to each new Motor Vehicle, purchased by Borrower
with an Advance, shall be endorsed for transfer to the Borrower, as the owner,
specifying the Custodian as the first lienholder in accordance with Section 3(j)
and Section 5(d), and simultaneously the Borrower shall make or cause the dealer
to make application for a Title to the applicable DMV in accordance with
Applicable Law, requiring that the Borrower be specified as the owner and the
Custodian be specified as the first lienholder on the Title in accordance with
Section 3(j) and Section 5(d) and that the notice of recorded lien, or its
equivalent, and the new original Title be delivered directly to NEW WORLD, if
permitted under the Applicable Law in such state (if under Applicable Law, the
state requires that the original Title be forwarded to the owner designated on
the Title, then upon receipt of the original Title, the Borrower shall forthwith
deliver the Title to NEW WORLD); with respect to each used Motor Vehicle
purchased by Borrower with an Advance including, without limitation, any
Off-Lease Vehicle, the Borrower shall endorse the existing Title specifying the
Borrower as the owner and specifying the Custodian as the first lienholder on
the Title in accordance with Section 3(j) and Section 5(d) and simultaneously


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the Borrower shall make or cause the dealer to make application for a new Title
to the applicable DMV in accordance with Applicable Law, requiring that the
Borrower be specified as the owner and the Custodian be specified as the first
lienholder on the Title in accordance with Section 3(j) and Section 5(d) and
that the notice of recorded lien, or its equivalent, and the original new Title
be delivered directly to NEW WORLD if permitted under Applicable Law in such
state (if under Applicable Law the state requires that the new original Title be
forwarded to the owner designated on the Title, then upon receipt of the
original Title, the Borrower shall forthwith deliver the Title to NEW WORLD); if
provided, however, that if NEW WORLD has not received the Title, within ninety
(90) days of the date of the Advance made by NEW WORLD with respect to the
related Motor Vehicle, Borrower shall on such ninetieth (90th) day pay to NEW
WORLD the Defaulted Lease Payment (as hereinafter defined) and after receipt of
such payment, NEW WORLD or the Custodian shall release the lien on the related
Lease and Motor Vehicle;

(w) that Borrower shall maintain each Motor Vehicle and Lease, free of all
claims, liens, charges and security interests of every nature, except for the
NEW WORLD first priority purchase money security interest, subject only to the
rights of the Lessee under the Lease;

(x) Borrower shall immediately deliver to NEW WORLD any other original documents
relating to any Lease or Motor Vehicle not previously delivered to NEW WORLD;


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(y) Borrower shall deliver to NEW WORLD any security deposit and cash collateral
paid to it by a Lessee under a Lease, with such security deposit and cash
collateral to be maintained in a segregated account to the extent required by
Applicable Law;

(z) that Borrower shall not reincorporate, reorganize in another jurisdiction,
dissolve or otherwise terminate its existence or change its fiscal year;

(aa) to be qualified, licensed and registered to transact business, in good
standing in every jurisdiction where the nature of its business so requires
under Applicable Law and so that NEW WORLD may enforce its rights under this
Agreement and each Lease;

(bb) to give NEW WORLD at least thirty (30) days prior written notice of any
change in the location of its jurisdiction of organization, its principal place
of business, its chief executive office and every other place it maintains a
business location including, without limitation, storage or garage facilities
and Borrower shall not change its legal name without the prior written consent
of NEW WORLD in its sole and absolute discretion;

(cc) that all late charges under Leases shall be paid to and retained by NEW
WORLD;

(dd) that no part of the rentals or other fees, charges or expenses paid or to
be paid under a Lease shall be loaned or otherwise advanced, directly or
indirectly, to any Lessee;

(ee) that no Motor Vehicle or interest in a Motor Vehicle shall be sold or
otherwise disposed of by Borrower in any manner or at any time without the prior
written consent of NEW WORLD in its sole and absolute discretion;


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(ff) that no Lease or interest in a Lease shall be sold or otherwise disposed of
by Borrower in any manner or at any time without the prior written consent of
NEW WORLD in its sole and absolute discretion;

(gg) that Borrower shall not mortgage, encumber or otherwise place a lien on any
Motor Vehicle or Lease or interest in a Motor Vehicle or Lease, except in favor
of NEW WORLD and specified in the manner provided in this Agreement;

(hh) that each Motor Vehicle purchased with an Advance shall not be commingled
with the inventory of Borrower and shall be deemed held in trust by the Borrower
for the benefit of NEW WORLD until delivered to the Lessee specified in the
Lease;

(ii) that each Off-Lease Vehicle shall be taken into the possession of Borrower
and thereafter shall not be commingled with the inventory of Borrower and shall
be held in trust by the Borrower for the benefit of NEW WORLD at the business
location(s) of the Borrower specified in this Agreement (herein called the
"Premises") or, an other location with notice to New World, for the purpose of
transport, reconditioning, or auction. Until Borrower has fully paid the
Promissory Note for the Advance related to the Motor Vehicle or, if an Event of
Default (as hereinafter defined) has occurred, until NEW WORLD takes physical
possession of the Off-Lease Vehicle from the Premises or such other place as NEW
WORLD is able to repossess the Off-Lease Vehicle; NEW WORLD may, but shall not
be obligated to, take physical possession of any Off-Lease Vehicle at any time,
or from any place, whether before or after an Event of Default and thereafter
may sell the Off-Lease Vehicle, and shall have no liability for exercising, or
refraining from exercising, or the manner of exercising, such authority;


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(jj) that as soon as practicable after an Off-Lease Vehicle coming into the
possession or the control of the Borrower, the Borrower shall apply the sticker
furnished by NEW WORLD to the lower front part of the driver's side rear window
(on an Off-Lease Vehicle which does not have a left rear window, the sticker
shall be applied to the lower rear part of the driver's side window) specifying
that the Off-Lease Vehicle is the Collateral of NEW WORLD and cannot be sold,
liened or otherwise disposed of without the prior written consent of NEW WORLD
in its sole and absolute discretion (herein called the "Sticker"). At the time
NEW WORLD performs its periodic Motor Vehicle checks it may apply the Sticker to
the Off-Lease Vehicles in Borrower's possession; Borrower shall not remove the
Sticker until the Liabilities related to such Off-Lease Vehicle are paid in full
to NEW WORLD;

(kk) that any payment made by a Lessee under a Lease including, without
limitation, a monthly rental payment, an advance rental payment, a security
deposit, a cash collateral payment, a capitalized cost reduction payment, a
payment for the purchase of a Motor Vehicle, a payment for taxes, a payment for
late charges or any other payment which comes into the possession of the
Borrower, a Guarantor, or any officer, director, shareholder, member, managing
member, partner or authorized signatory of a Borrower or Guarantor, before or
after a Lease is delivered to NEW WORLD, is a trust fund and shall be and remain
segregated and apart from the funds of Borrower and shall not be commingled with
the Borrower's funds and shall be held in trust by the Borrower or Guarantor for
the benefit of NEW WORLD and shall forthwith be paid and remitted to NEW WORLD
in the same form as when received, whether by check, draft or other written
instrument calling for the payment of money, duly endorsed for transfer and
payment to NEW WORLD;


                                       18
<PAGE>

(ll) that it will forthwith notify NEW WORLD: when it has delivered a Motor
Vehicle to the Lessee and will provide New World with a copy of the delivery
receipt specifying that the Motor Vehicle has been delivered to and accepted by
the Lessee specified in the Lease without conditions or exceptions; when it has
taken possession of an Off-Lease Vehicle; or when it has received any payment
under a Lease after the Lease has been delivered to NEW WORLD;

(mm) to keep and maintain all Collateral at the Premises (except for (A) the
original Leases, Titles, notices of recorded liens, or their equivalent, which
have been delivered to NEW WORLD pursuant to this Agreement and Motor Vehicles
in the possession of Lessees under Leases, and (B) such other leases,
certificates of title, notices of recorded liens, or their equivalent which have
been delivered to a lender other than NEW WORLD in accordance with such lender's
agreements with Borrower and the motor vehicles in the possession of lessees
under such leases); and that none of such Collateral shall be removed from the
Premises without the prior written consent of NEW WORLD in its sole and absolute
discretion, and NEW WORLD shall be permitted to inspect the Collateral and the
books and records maintained by Borrower with respect to the Collateral at any
reasonable time;

(nn) to keep and maintain proper records and books of account including, without
limitation, in hard copy, electronic and computer formats concerning the
business and operations of the Borrower and as required by Applicable Law
(herein called "Books and Records") and NEW WORLD shall be permitted to inspect
the Books and Records at any reasonable time;

(oo) that Borrower shall comply with Applicable Law relating to its business and
operations including, without limitation, with respect to each Lease, Motor
Vehicle, disclosure statement, credit application, motor vehicle registration,
Title, warranty (with respect to any sale of a Motor Vehicle or otherwise),
Policy, and notice (such as non-payment of insurance, GAP insurance, etc.) and
in furtherance of Borrower's obligations to be in compliance with Applicable
Law, as aforesaid, Borrower shall have full and sole responsibility for
determining that each Lease and all of the terms and provisions thereof conform
to Applicable Law in the state in which the Lease is used, that all disclosures
and notices have been provided to the Lessee and others including, without
limitation, as and when required by Regulation M under the federal
Truth-In-Lending Act, as amended, and Regulation B under the federal Equal
Credit Opportunity Act, as amended, any comparable state law or regulation, and
any other present or future Applicable Law on the same or any subject relating
to the business and operations of Borrower, and it is expressly understood and
agreed that only Borrower shall be liable for a breach or failure in connection
with any of the foregoing and NEW WORLD shall not be responsible or liable in
connection with any of the foregoing including, without limitation, to determine
whether a Lease conforms to Applicable Law, or that a disclosure or notice is
required or proper, or as a result of Borrower's failure to make any disclosure
or give any notices, or for the incorrectness or incompleteness of any
disclosure or notice Borrower may make or give; and


                                       19
<PAGE>

(pp) to permit NEW WORLD to service the Collateral.

5. Custodian:

(a) Pursuant to the Custodial Agreement, NEW WORLD has designated U.S. Bank,
National Association, as the custodian of NEW WORLD for purposes of (i) holding
certain Collateral and maintaining file documents with respect to Advances
including, without limitation, Instruments, Leases, Titles, notices of recorded
liens, or their equivalents, acknowledgement copies of UCC financing statements
and other documents relating to the foregoing or otherwise provided by Borrower
to NEW WORLD under this Agreement, and (ii) serving as the first lienholder on
the Titles as herein described.

(b) As contemplated by Section 14(c) hereof, periodically, NEW WORLD may sell an
Instrument, including the related Promissory Note, related to a particular
Advance to NEW WORLD FUNDING, LLC (herein called "FUNDING") as may be determined
by NEW WORLD, in its sole and absolute discretion, and in connection with such
sale, NEW WORLD will assign to FUNDING its security interest in the related
Lease, Motor Vehicle, Reserve and other related Collateral, together with such
portion of its rights under this Agreement as are attributable to such
Promissory Note and Instrument and its security interest in the related Lease,
Motor Vehicle, Reserve and other related Collateral (herein called a "Note
Purchase"); FUNDING, in its sole discretion, may finance each Note Purchase with
a lender (herein called "Lender") and in connection with such financing will
collaterally assign to the Lender its interest in such Promissory Note and
Instrument and its security interest in the related Lease, Motor Vehicle,
Reserve and other related Collateral, together with such portion of its rights
under this Agreement as are attributable to such Promissory Note and Instrument
and its security interest in the related Lease, Motor Vehicle, Reserve and other
related Collateral, as collateral security for the loan related to such Note
Purchase (herein called the "Note Purchase Financing"). Borrower agrees that
FUNDING, the Lender and any other purchaser, successor, assignee or transferee
of FUNDING's rights to the Promissory Note and Instrument and the security
interest in the related Lease, Motor Vehicle, Reserve and other related


                                       20
<PAGE>

Collateral, together with such portion of NEW WORLD's rights under this
Agreement as are attributable to such Promissory Note and Instrument and its
security interests in the related Lease, Motor Vehicle, Reserve and other
related Collateral, will have all of the rights of NEW WORLD under this
Agreement with respect to such Promissory Note and Instrument and its security
interest in the related Lease, Motor Vehicle, Reserve and other related
Collateral. Upon each Note Purchase and any related Note Purchase Financing, the
Custodian will serve as the agent for FUNDING and the Lender as described in
Section 5(a) hereof.

(c) Notwithstanding any Note Purchase or Note Purchase Financing, Borrower shall
remain fully liable for all of its obligations and Liabilities under this
Agreement including, without limitation, with respect to all Promissory Notes
and each Promissory Note in connection with a Note Purchase and a Note Purchase
Financing, all in accordance with their terms and the related Liabilities.
Notwithstanding any Note Purchase or Note Purchase Financing, each Guarantor
shall remain fully liable under the terms of its Guaranty including, without
limitation, with respect to all of the obligations and Liabilities of the
Borrower to NEW WORLD under this Agreement and, in addition, with respect to all
of the obligations and Liabilities of the Borrower to FUNDING, Lender and any
successor or assignee with respect to each Promissory Note, whether or not the
subject of a Note Purchase or a Note Purchase Financing.

(d) In order to effectuate the role of the Custodian in connection with the
processing of each MSO, Title and notice of recorded lien, or its equivalent,
the Borrower and/or the dealer from whom the Motor Vehicle is purchased with an
Advance shall specify on each MSO, Title, notice of recorded lien, or its
equivalent and all applications therefor, the following: "First Lienholder -
U.S. Bank, National Association as Custodian".

6. Defaulted Leases and Off-Lease Vehicles:

If any of the following events occur: any Lease is in default for any reason
whatsoever for more than sixty (60) days; or if Borrower does not give NEW
WORLD, promptly after written request therefor, the location of a Lessee or of a
Motor Vehicle; or if a Motor Vehicle is returned to Borrower or is repossessed
by Borrower, or ceases to be held by a Lessee for any reason; or if a Lessee
fails to confirm delivery of a Motor Vehicle (each of the foregoing events is
herein called a "Trigger Event"); then upon the occurrence of a Trigger Event,
Borrower shall forthwith notify NEW WORLD of the Trigger Event and shall


                                       21
<PAGE>

immediately pay to NEW WORLD, as the Servicer of the Lease, the full amount of
the Liability related to such Lease and Motor Vehicle, in accordance with the
applicable Promissory Note plus all accrued and unpaid late charges (herein
called the "Defaulted Lease Payment"), less (with respect to remaining monthly
installments) NEW WORLD's unearned interest for periods after such payment. Each
Motor Vehicle that comes into the possession of the Borrower, or under the
control of the Borrower, after the Motor Vehicle has been delivered to the
Lessee under the Lease, whether as a result of a Trigger Event or otherwise, is
herein called an "Off-Lease Vehicle". Borrower expressly acknowledges that each
Off-Lease Vehicle remains the Collateral of NEW WORLD and that NEW WORLD shall
continue to have a perfected first priority purchase money security interest in
each Off-Lease Vehicle. Borrower expressly agrees that it will hold and continue
to hold each Off-Lease Vehicle in trust for the benefit of NEW WORLD, which
Off-Lease Vehicle shall not be commingled with the inventory of Borrower until
Borrower has fully paid the Defaulted Lease Payment or, if an Event of Default
has occurred, until Borrower has paid all Liabilities under this Agreement.
Until payment is made, as aforesaid, no Off-Lease Vehicle shall be sold without
the prior written consent of NEW WORLD in its sole and absolute discretion.
Notwithstanding that NEW WORLD may consent to such sale, Borrower expressly
acknowledges that NEW WORLD has a perfected first priority security interest in
the proceeds obtained upon the sale of the Off-Lease Vehicle. Borrower expressly
agrees that it will hold the entire proceeds obtained upon the sale of any
Off-Lease Vehicle in trust for the benefit of NEW WORLD, which proceeds shall be
and remain apart from the funds of Borrower and shall not be commingled with the
Borrower's funds and the proceeds shall be paid and remitted forthwith to NEW
WORLD in the same form as when received, whether by check, draft or other
written instrument calling for the payment of money, duly endorsed for transfer
and payment to NEW WORLD. Upon receipt of the Defaulted Lease Payment, and
provided an Event of Default does not then exist, NEW WORLD will release its
security interest in the Off-Lease Vehicle and the related Lease. Until Borrower
has fully complied with all of the foregoing, NEW WORLD will have no obligation
to provide Borrower with the Title to the Off-Lease Vehicle. If a Trigger Event
occurs and Borrower fails to make the payment as provided herein, Borrower shall
forthwith deliver each Off-Lease Vehicle to NEW WORLD or its designee which is


                                       22
<PAGE>

in the possession or under the control of Borrower.

7. Interest on Late Payments:

If any amount payable on any of Borrower's Liabilities is not paid in full when
due, including, without limitation, any payment to be made under a Lease which
causes payment under the related Promissory Note to be delinquent and provided
that the late charges due under the related Lease remain unpaid at the time that
the related Promissory Note is paid in full, whether at its scheduled or earlier
termination by acceleration or otherwise, and provided an Event of Default has
not occurred, Borrower will pay interest on such delinquent payment, from its
due date until it is paid in full, at the same rate as then payable on the
latest Advance made to Borrower hereunder prior to such delinquency or at such
rate as is otherwise agreed to by NEW WORLD in writing, but in no event more
than the highest amount permitted by Applicable Law. If an Event of Default has
occurred, then the other provisions of this Agreement relating to the payment of
interest shall be applicable.

8.    Collections:

(a)   Borrower irrevocably authorizes NEW WORLD, to enforce the Leases and
      claims against Lessees and others, adjust and settle insurance claims, and
      collect all sums due and to become due in respect of the foregoing, at
      such times, by such means and on such terms and conditions as NEW WORLD
      may in its sole and absolute discretion deem advisable, endorse Borrower's
      name on and collect checks and other instruments representing payments,
      and receive and open mail relating to Motor Vehicles and Leases. NEW WORLD
      shall not be obligated to exercise all or any of the foregoing authority,
      and shall have no liability for exercising, or refraining from exercising,
      or for the manner of exercising, any such authority.


                                       23
<PAGE>

(b)   All sums collected by NEW WORLD, after deducting NEW WORLD's collection
      expenses (including reasonable attorneys' fees and expenses), may be
      applied by NEW WORLD at such times and in such amounts as NEW WORLD may
      determine, as follows:

(i)   to the payment of the Liabilities (including, without limitation, all late
      charges and other charges) relating to the Motor Vehicle or Lease in
      respect of which such sums were received, due at the time or becoming due
      (whether by acceleration or otherwise) in the month in which such sums are
      received by NEW WORLD; and

(ii)  the balance, if any, remaining at the end of each month may be remitted to
      the Borrower, as cash flow on or about the 10th day of the following
      month.

Until such sums are so applied or remitted they shall be retained by NEW WORLD,
without interest, as part of the Collateral. It is agreed that if an Event of
Default occurs and is continuing, no sums will be released to Borrower except in
the sole and absolute discretion of NEW WORLD and any release of such sums after
an Event of Default has occurred shall not constitute a waiver of any other
rights or remedies provided under this Agreement including, without limitation,
the right to withhold the further release of any sums. Upon payment in full of
all Liabilities, the balance, if any, then held by NEW WORLD shall be remitted
to Borrower.

9. NEW WORLD Payments to Borrower as Trust Funds:

NEW WORLD may, from time to time, provide sums to Borrower (by wire transfer,
check, draft or other instrument for the payment of money) which sums shall be
trust funds held by Borrower for disbursement, as follows: (i) proceeds of
Advances shall be disbursed in full only to the person, partnership,
corporation, limited liability company or other business entity from which
Borrower purchases the Motor Vehicle in respect of which the Advance is made in
an amount not exceeding the actual purchase price paid by Borrower for such
Motor Vehicle; (ii) taxes shall be disbursed, in full, only to the appropriate
federal, state or local taxing authority at the time and in the manner required


                                       24
<PAGE>

by Applicable Law; and (iii) any other sums which NEW WORLD provides to
Borrower, which sums are specified by NEW WORLD to be used for payment to a
named person, partnership, corporation, limited liability company or other
business entity, or agency of any federal, state or local government, shall be
disbursed only in accordance with NEW WORLD's prior written instructions. All
sums provided by NEW WORLD to Borrower as aforesaid shall be and remain
segregated and apart from Borrower's funds on the Books and Records of Borrower
and Borrower shall not commingle its funds with any of the aforesaid trust
funds.
10. Events of Default and Remedies:

(a) The happening of any of the following events and the continuance thereof
unremedied for the grace period specified, if any, is referred to herein as an
"Event of Default": (i) default in payment of any of Borrower's Liabilities for
ten (10) days after payment is due; (ii) the making of any misrepresentation or
the breach of any covenant, warranty or other agreement by Borrower or any
Guarantor that is contained in this Agreement or in any Instrument, Guaranty or
other document delivered to NEW WORLD at any time; (iii) if the insurance on any
Motor Vehicle is cancelled or expires and is not reinstated or replaced before
the effective date of cancellation or expiration; (iv) if Borrower or any
Guarantor makes an assignment for the benefit of creditors, or a receiver or a
similar officer is appointed for Borrower or any Guarantor or for any property
of the Borrower or any Guarantor and is not removed within thirty (30) days or
if a proceeding under any bankruptcy, reorganization or insolvency statute is
commenced by or against Borrower or any Guarantor and is not discontinued within
thirty (30) days; (v) if Borrower or any Guarantor suspends, discontinues or
changes the nature of its business to a material extent, or dissolves, or
disposes of all or a substantial part of its assets or business; (vi) if any
judgment is entered against Borrower or any Guarantor and is not satisfied
within thirty (30) days, or any levy, attachment or execution is made against
any property of Borrower or any Guarantor, or if any proceeding supplementary to
a judgment against Borrower or any Guarantor is commenced; (vii) if Borrower or
any Guarantor fails to withhold, collect or remit when asserted or due any tax
applicable to the business or operations of the Borrower or any Guarantor in
accordance with Applicable Law including, without limitation, any income tax,
withholding tax, Sales Tax, use tax or other tax assessment or other sum due
with respect to any Motor Vehicle or for any other Collateral held for any of
the Liabilities; (viii) if any Guarantor dissolves or dies; (ix) if any material
change of ownership, control or management of Borrower or any Guarantor shall
occur; (x) if (in the sole opinion of NEW WORLD) any material adverse change
shall occur in the condition, financial or otherwise, of Borrower or any
Guarantor or if any of the Collateral is (in the sole opinion of NEW WORLD)
unsafe or at any risk; (xi) if a filing or issuance of a notice of lien or levy
for taxes occurs against the Borrower or any Guarantor; (xii) if there is a sale
of the securities, business or assets of the Borrower or any Guarantor, without
the prior written consent of NEW WORLD in its sole and absolute discretion,
except in the ordinary course of business; (xiii) the suspension by any
regulatory agency or government or any securities exchange of any material
activities of the Borrower or any Guarantor; and (xiv) if any of the foregoing
shall occur as to, by, or against any maker, endorser, guarantor, surety,
accommodation party or other person liable upon or for any of the Instruments,
Liabilities, Leases or other Collateral. If an Event of Default occurs as a


                                       25
<PAGE>

result of the provisions in subsection (xiv) of this Section being applicable to
a Lessee or a guarantor of a Lessee, such Event of Default shall be deemed a
Trigger Event under the provisions of Section 6, and provided the Borrower
forthwith notifies NEW WORLD of such Trigger Event and immediately makes the
payment in the manner and as required under Section 6, such Trigger Event shall
not constitute an Event of Default, provided further, that no other Event of
Default has occurred and is continuing.

(b) Upon the occurrence of an Event of Default, all of the Liabilities
(including, without limitation, all amounts arising from the resulting mandatory
prepayment of the Liabilities) shall become forthwith due and payable without
further notice or demand, and without limiting any rights, remedies or authority
NEW WORLD may have before an Event of Default, Borrower shall pay NEW WORLD the
then unpaid balance of all of the Liabilities together with interest thereon at
the highest rate permitted by Applicable Law from the date of such Event of
Default. NEW WORLD shall also have and may exercise, at such time or times and
in such order or priority as NEW WORLD may determine in its sole and absolute
discretion, against Borrower and others and with respect to any Collateral, all
the rights and remedies granted under the UCC and the Uniform Vehicle
Certificate of Title Act (whether or not either is in effect in the jurisdiction
where the rights and remedies are asserted), and such other rights and remedies
as are provided under any other Applicable Law, hereunder, by any other
Instrument or Guaranty or document executed at any time, or by law, and in
addition but without limitation and without impairing Borrower's obligations, in
NEW WORLD's sole and absolute discretion, NEW WORLD may but need not (i)
enforce, compromise, extend, modify or discharge any Lease and any claim
relating to a Lease or Motor Vehicle, collect all sums payable with respect
thereto and grant any indulgence or allowance to a Lessee or other party as NEW
WORLD may deem advisable, (ii) exercise any right granted under a Lease
including, without limitation, the right of termination upon a default by the
Lessee, and sell, or enter into a new lease for, the Motor Vehicle covered by
such Lease, (iii) cure any Event of Default arising under clause (i) of Section
10(a) hereof, at the option of NEW WORLD in its sole and absolute discretion, by
increasing one or more of the Liabilities by an amount equal to the cost of such
cure, (iv) repossess without notice, and after or without repossession sell or
otherwise dispose of all or any Motor Vehicles, Leases or other Collateral at
one or more public or private sales or other dispositions, on at least ten (10)
days notice to Borrower, of any public sale or of the time after which a private
sale or other disposition may be made (which notice Borrower acknowledges is
reasonable), at such times and places, at wholesale or retail, for cash or on
credit, on such terms and for such consideration as NEW WORLD may deem
advisable, and (v) take possession of the Books and Records of Borrower. At any
public sale, NEW WORLD may be the purchaser, free of any equity of Borrower's
which Borrower hereby waives. NEW WORLD may require Borrower to assemble
Collateral and make it available at a place designated by NEW WORLD, reasonably
convenient to NEW WORLD. The net proceeds realized from any such sale, lease or
other disposition or the exercise of any other remedy, after deducting all
expenses relating thereto including, without limitation, the costs of
repossessing, storing and repairing Motor Vehicles, commissions payable in
connection with any new lease or sale, and the reasonable attorneys' fees and
expenses incurred by or on behalf of NEW WORLD, shall be applied toward payment
of Borrower's Liabilities, in such order and amounts as NEW WORLD may determine
in its sole and absolute discretion, and Borrower shall remain liable for any
deficiency and shall be entitled to any surplus.


                                       26
<PAGE>

(c) Notwithstanding the foregoing, upon the occurrence of an Event of Default,
NEW WORLD may at any time, in its sole and absolute discretion, pursue any one
or more of the foregoing remedies, any combination thereof, and any other remedy
or remedies available at law or in equity. NEW WORLD shall not be required to
take any steps necessary to preserve the Collateral or any rights against prior
parties to any Collateral, nor shall it be required to proceed against
Collateral prior to proceeding against Borrower, or any Guarantor. After an
Event of Default, if NEW WORLD shall elect to first proceed as against any
Collateral, it shall, nonetheless, have the right to thereafter proceed against
Borrower and/or any Guarantor and by exercising such election, neither Borrower
nor any Guarantor shall be released from any Instrument or Liability.

11. Reserve:

(a) From each Advance that NEW WORLD makes to Borrower there shall be deducted,
or at the time of the Advance, Borrower shall deliver and pledge to NEW WORLD,
such amount constituting cash collateral as may be mutually agreed which, with
all similar deductions or cash collateral delivered in connection with other
Advances, shall constitute a single "Reserve" that shall be retained by NEW
WORLD as part of the Collateral securing all Borrower's Liabilities, now
existing or hereafter arising. The Reserve will be deposited in an interest
bearing account at a federally insured bank. If any of the Liabilities is not
paid in full when due, whether before or after any Trigger Event or an Event of
Default, NEW WORLD may, in its sole and absolute discretion, but need not,
charge the amount thereof against the Reserve, without notice to Borrower and
whether or not NEW WORLD shall have taken any action with respect to any other
Collateral or otherwise. Borrower shall continue to be liable for any
deficiency. Charges against the Reserve shall be applied against the earliest
amounts of cash collateral received by NEW WORLD.

(b) Within a reasonable time after payment in full of all of Borrower's
Liabilities, and provided an Event of Default does not then exist, NEW WORLD
will release and pay to Borrower the balance of the Reserve, less any part of
the Reserve that may have theretofore been applied by NEW WORLD toward the
payment of any of Borrower's Liabilities, together with interest thereon
calculated from the date the remaining amounts of cash collateral of the Reserve
were first received by New World.

12. Prepayment:

Provided no Event of Default has occurred and is continuing, Borrower shall have
prepayment rights limited as follows:

(a) The Borrower shall only have the right to prepay a specific Promissory Note
and the Liabilities related only to such Promissory Note, provided that the
Lessee under the specific Lease related to such Promissory Note (i) elects to
terminate the Lease pursuant to a specific provision under Applicable Law
permitting such termination, or (ii) elects to terminate the Lease pursuant to a
specific term or provision of the Lease, or (iii) any Trigger Event has occurred
under the related Lease, as specified in Section 6 hereof. Upon the date of such
termination or Trigger Event, the Borrower shall be required to pay the full
amount of the Liability related to the Lease and Motor Vehicle, in accordance
with the applicable instruments including, without limitation, the principal


                                       27
<PAGE>

balance of the Promissory Note or Promissory Notes prepaid (together with all
interest accrued and unpaid thereon and any other amounts then due or payable
including late charges). Except as specifically permitted herein, the Borrower
shall have no right to prepay any other Promissory Notes, Instruments or
Liabilities.

(b) Borrower may at any time voluntarily prepay all of the Liabilities by paying
the full amount of such Liabilities in accordance with the terms and conditions
of the applicable instruments including, without limitation, the principal
balance of the Promissory Note or Promissory Notes prepaid (together with all
interest accrued and unpaid thereon and any other amounts then due or payable
including late charges) plus the Make-Whole Payment. "Make-Whole Payment" shall
be defined as the excess of (i) the sum of the present values of each remaining
scheduled loan payment discounted, from the date such scheduled loan payment is
due to the date of such prepayment, at the Treasury Rate, compounded with the
same frequency as the occurrence of the scheduled payment dates, over (ii) the
sum of the present values of each remaining scheduled loan payment discounted,
from the date such scheduled loan payment is due to the date of such prepayment,
at an interest rate equal to the interest rate provided for in the Promissory
Note. "Treasury Rate" shall mean the then prevailing yield on U. S. Treasury
Constant Maturities, as quoted in the Federal Reserve Statistical Release H.15
(519) on the date of such prepayment for an obligation with a maturity date
closest to the remaining term of the Note. The Make-Whole Payment shall be paid
to NEW WORLD as compensation for the costs incurred by NEW WORLD in making funds
available under this Agreement and for the loss of the bargain agreed upon by
the parties.

13. Consent to Relief from Stay:

The Borrower hereby covenants and agrees that in the event the Borrower (by its
own action, or the action of any other persons) shall, on or before the date NEW
WORLD is paid in full for the Liabilities in accordance with the provisions of
this Agreement and under the Instruments and related documents, (a) file with a
bankruptcy court of competent jurisdiction or be the subject of any petition for
relief under Title 11 of the U.S. Code (the "Bankruptcy Code"), as amended, or
any otherwise Applicable Law of any jurisdiction, (b) be the subject of an order
for relief issued under the Bankruptcy Code, (c) file or be the subject of any
petition seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any present or future federal
or state act or law relating to bankruptcy, insolvency, or other relief for
debtors, (d) have sought or consented to or acquiesced in the appointment of any
trustee, receiver, or liquidator, (e) be the subject of any order, judgment or
decree entered by any court of competent jurisdiction approving a petition filed
against such party for any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any present or
future federal or state act or law relating to bankruptcy, insolvency, or relief
for debtors, NEW WORLD shall thereupon be entitled to relief from any automatic
stay imposed by Section 362 of the Bankruptcy Code, or otherwise, on or against
the exercise of the rights and remedies otherwise available to NEW WORLD as
provided in this Agreement, the Instruments and related documents, and as
otherwise provided by Applicable Law including, without limitation, its right to
foreclose upon and repossess the Collateral, and the Borrower hereby waives the
benefits of such automatic stay and consents and agrees to raise no objection to
any request made by NEW WORLD for such relief.


                                       28
<PAGE>

14. Miscellaneous:

(a) If Borrower fails to comply with any term, covenant or provision of this
Agreement including, without limitation, any warranty or representation
hereunder, or fails to perform its obligations under any Lease, then in addition
to any other right that NEW WORLD may have, it may, in its sole and absolute
discretion, perform on behalf of Borrower and, in that event, Borrower shall pay
NEW WORLD, on demand, all costs and expenses incurred by NEW WORLD in connection
therewith, with interest thereon at a rate equal to four percent (4%) above the
rate charged by NEW WORLD to Borrower on the last Promissory Note evidencing NEW
WORLD's last Advance to Borrower, but in no event more than the highest interest
rate permitted by Applicable Law. Such costs, expenses and interest shall be
Liabilities hereunder. After an Event of Default has occurred, if any amount
payable on any Instrument or Liability is not paid in full when due, Borrower
shall pay interest on such delinquent payment, from its due date until it is
paid in full, at the highest interest rate permitted by law.

(b) As used in this Agreement, NEW WORLD includes within its meaning the
successors and assigns of NEW WORLD and their successors and assigns.

(c) Notwithstanding any provision to the contrary contained in this Agreement,
as determined by NEW WORLD in its sole and absolute discretion, Borrower hereby
agrees that NEW WORLD may sell each Promissory Note related to an Advance and in
connection with such sale assign its security interest in the related Lease,
Motor Vehicle, Reserve and other Collateral, together with such portion of its
rights under this Agreement as are attributable to such Promissory Note and its
security interest in the related Lease, Motor Vehicle, Reserve and other
Collateral, and/or it may sell all Promissory Notes related to all Advances and
in connection with such sale transfer this Agreement and its security interest
in the Collateral; and/or it may collaterally assign its interest in each
Promissory Note related to an Advance and assign its security interest in the
related Lease, Motor Vehicle, Reserve and other Collateral together with such
portion of its rights under this Agreement as are attributable to such
Promissory Note and its security interest in the related Lease, Motor Vehicle,
Reserve and other Collateral, and/or it may collaterally assign its interest in
all Promissory Notes related to all Advances, together with this Agreement,
and/or it may do all or any part of the foregoing without notice to Borrower.
Any purchaser, successor, assignee or transferee with respect to any of the
foregoing shall have the same rights, powers and authorities as are granted to
NEW WORLD hereunder and upon a sale, assignment or transfer, NEW WORLD shall be
fully discharged from all claims with respect to Collateral so sold, assigned or
transferred, but NEW WORLD shall retain all rights, powers and authorities with
respect to any Collateral not so sold, assigned or transferred. Borrower waives
any and all right to assert against a purchaser, successor, assignee or
transferee of NEW WORLD, or any subsequent purchaser, successor, assignee or
transferee, any defense, claim, counterclaim or setoff that Borrower may have
against NEW WORLD or which Borrower could assert against NEW WORLD in an action
brought by New World against Borrower under this Agreement. Borrower shall not
sell, assign or transfer this Agreement or any of its rights or obligations
hereunder or any interest in any Collateral without the prior written consent of
NEW WORLD in its sole and absolute discretion.

(d) No delay on the part of NEW WORLD or any purchaser, successor, assignee or
transferee in exercising any right, power or authority under this Agreement or
any Promissory Note, Instrument or related document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
authority preclude other or further exercising thereof, or the exercise of any
other right, power or authority. The rights, powers and authorities granted
hereunder to NEW WORLD, its purchasers, successors, assigns or transferees, are


                                       29
<PAGE>

irrevocable, cumulative and not exclusive, and shall be deemed in addition to,
any rights, power or authorities that NEW WORLD or its purchasers, successors,
assigns or transferees may or would otherwise have. The provisions of this
Agreement are in addition to the provisions of any Promissory Note, Instrument,
assignment or other document heretofore, contemporaneously herewith or hereafter
executed by Borrower and shall apply to all future as well as to all existing
Advances, Promissory Notes, Instruments and Liabilities and shall be binding
upon the successors and assigns of Borrower. The latter clause with respect to
the successors and assigns of Borrower shall not be construed to modify the
prohibition against a sale, assignment or transfer of Borrower's rights or
obligations hereunder or with respect to any interest in any Collateral as set
forth in Section 14(c) hereof.

(e) The execution of this Agreement by NEW WORLD shall not in any way be
construed, either now or in the future, as imposing upon NEW WORLD the
obligation to make any Advance to Borrower whatsoever, or as an assumption by
NEW WORLD of any liability or responsibility to any Lessee under a Lease or to
any third party or with respect to any Motor Vehicle, whether by reason of any
term or provision of this Agreement or any Lease, Motor Vehicle, Collateral,
Liabilities, Instruments, assignment, or other instrument or document executed
or delivered by NEW WORLD or Borrower in connection with this Agreement or
otherwise. Nothing contained herein or in any other document and no action taken
by or omission of NEW WORLD shall be deemed an assumption by NEW WORLD of any
obligation under any Lease or with respect to any Motor Vehicle. NEW WORLD shall
have absolutely no obligation at any time to repair, insure, title, register or
license any Motor Vehicle.

(f) In the case of any conflict between the provisions of this Agreement or any
other document, the provisions of this Agreement shall control.

(g) In the event any term or provision of this Agreement shall be declared
invalid by a court of competent jurisdiction, such invalidity shall be limited
solely to the specific term or provision invalidated by such court and,
nonetheless, the remainder of this Agreement shall remain in full force and
effect according to its terms.

(h) Borrower shall, at its own expense, execute such other documents and take
such other actions as NEW WORLD may reasonably require in order to confirm or
give effect to any term or provision of this Agreement or any Promissory Note,
Instrument or document delivered to NEW WORLD.

(i) Borrower hereby indemnifies and holds NEW WORLD harmless from all claims,
suits, damages or losses (including, without limitation, reasonable attorneys'
fees and expenses) sustained by NEW WORLD and arising directly or indirectly
from or relating to: (i) any breach of any representation, warranty or covenant
contained in this Agreement, any Promissory Note, Instrument, Lease or related
document; (ii) the enforcement of any right or remedy under this Agreement, any
Promissory Note, Instrument, Lease or related document; or (iii) any Collateral
including, without limitation, any Lease, the breach of any Lease by Borrower or
any Lessee, or arising directly or indirectly from the use or operation of any
Motor Vehicle including, without limitation, the design, manufacture, purchase,
installation, delivery, repair, replacement or condition of any Motor Vehicle
and irrespective of whether any defects claimed are latent or discoverable by
Borrower or Lessee, any and all loss or damage to a Motor Vehicle, any failure
by Borrower or Lessee to comply in any respect with any Applicable Law to a
Motor Vehicle or Lease or the violation by Borrower or Lessee of any Applicable
Law.


                                       30
<PAGE>

(j) If any term or provision of this Agreement requires the written consent or
written instructions of NEW WORLD, such written consent or written instructions
shall not be deemed given unless the applicable document is executed by an
executive officer of NEW WORLD.

(k) Upon the occurrence of an Event of Default, and at any time thereafter, NEW
WORLD shall have and may exercise, without further notice, a right of set-off
and lien against and in respect of any of the Collateral including, without
limitation, the Reserve. Any right of set-off exercised by NEW WORLD shall be
deemed to have been exercised immediately on the occurrence of an Event of
Default, even though such set-off is made or entered on the books of NEW WORLD
subsequent thereto.

(l) Borrower hereby irrevocably appoints NEW WORLD, and all persons and entities
designated by NEW WORLD for that purpose, with full power of substitution, as
Borrower's true and lawful representative and attorney-in-fact to make, execute,
sign, endorse, acknowledge, file and deliver in Borrower's name, place and
stead, in NEW WORLD's sole and absolute discretion, as follows: to execute,
acknowledge and deliver such certificates and other evidences of title, notices
of recorded lien, or their equivalents, registrations, UCC financing statements,
amendments, assignments and/or terminations, and/or such other documents and
instruments in writing of whatever kind and nature, and to do all acts and
things, as may be necessary or appropriate to: (i) vest in NEW WORLD all of NEW
WORLD's rights and benefits as provided under this Agreement including, without
limitation, endorsing the name of Borrower upon any Lease, certificate of title,
financing statement, document, instrument, or similar document or agreement
evidencing or relating to the Collateral or any lien on the Collateral; (ii)
perfect NEW WORLD's security interest in any of the Collateral; and/or (iii)
release and discharge, and/or assign to NEW WORLD, Borrower's security interest,
if any, in the Collateral. Borrower hereby ratifies, approves and confirms all
lawful acts that NEW WORLD, and its respective designees or substitutes, shall
lawfully do or cause to be done by virtue of this power. This power, being
coupled with an interest, is irrevocable for all purposes with respect to the
foregoing matters, but neither NEW WORLD nor its designees shall have any
obligation to do any of the foregoing or to perfect, renew or preserve the
Collateral or NEW WORLD's security interest. Borrower hereby agrees to reimburse
NEW WORLD for all expenses incurred by NEW WORLD in perfecting or maintaining
perfection of NEW WORLD's security interest in any Collateral, and such expenses
shall constitute Liabilities hereunder.

(m) All notices, requests, approvals, demands and consents provided for herein
shall be in writing and deemed effectively given or made when sent by either:
(i) registered or certified first class mail, return receipt requested, postage
prepaid or (ii) a nationally recognized overnight courier, to the parties at
their addresses as set forth first above or in each case, at such other address
as a party may from time to time designate as its address in writing to the


                                       31
<PAGE>

other party to this Agreement with notice as provided in this paragraph.
Borrower waives demand, protest and notice of default and dishonor with respect
to the Promissory Notes, Leases, and collections. No provision hereof and no
right or remedy of NEW WORLD may be waived except in writing signed by an
executive officer of NEW WORLD. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE
EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE COURT LOCATED WITHIN THE COUNTY OF
NASSAU IN THE STATE OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF NEW YORK REGARDING ANY ACTION OR PROCEEDING ARISING OUT OF
ANY DISPUTE BETWEEN BORROWER AND NEW WORLD AND ANY SUCH ACTION OR PROCEEDING
SHALL BE BROUGHT ONLY IN THE COURTS AT SUCH LOCATION, AND BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
BY ANY OF THE METHODS OF PROVIDING NOTICE DESCRIBED IN THIS SECTION 14(m) TO
BORROWER AT ITS ADDRESS AS PROVIDED HEREIN. THIS AGREEMENT AND ALL INSTRUMENTS
SHALL BE CONSTRUED AND GOVERNED BY THE LAWS OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW (EXCEPT FOR NEW YORK GENERAL
OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO INTERPOSE ANY COUNTERCLAIM OR OFFSET OF ANY
NATURE AND ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY LITIGATION ARISING,
DIRECTLY OR INDIRECTLY, OUT OF THIS AGREEMENT OR ANY INSTRUMENT OR LEASE OR ANY
OTHER DEALINGS BETWEEN BORROWER AND NEW WORLD RELATING TO THE SUBJECT MATTER
HEREOF OR THEREOF, WHETHER WITH RESPECT TO ANY CONTRACT CLAIMS, TORT CLAIMS OR
OTHERWISE. BORROWER HEREBY AGREES THAT IN ALL ACTIONS AND PROCEEDINGS ARISING,
DIRECTLY OR INDIRECTLY, FROM THIS AGREEMENT OR ANY OTHER OBLIGATION OF BORROWER
TO NEW WORLD, IF NEW WORLD SHALL BE SUCCESSFUL, IT SHALL BE ENTITLED TO RECOVER
ITS REASONABLE ATTORNEYS' FEES AND THE EXPENSES OF SUCH LITIGATION. BORROWER
FURTHER AGREES THAT IT WILL PAY ALL REASONABLE ATTORNEYS' FEES AND EXPENSES AND
THE REASONABLE EXPENSES OF NEW WORLD INCURRED BY OR ON BEHALF OF NEW WORLD (A)
IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT OR ANY AMENDMENTS,
NOTIFICATIONS OR WAIVERS REQUESTED BY THE BORROWER OF THE PROVISIONS HEREOF
(WHETHER OR NOT THE TRANSACTIONS HEREBY OR THEREBY SHALL BE CONSUMMATED) OR (B)
DURING (i) THE CONTINUANCE OF ANY EVENT OF DEFAULT IN CONNECTION WITH THE
ENFORCEMENT OF NEW WORLD'S RIGHTS UNDER THIS AGREEMENT OR (ii) ANY WORKOUT OR
RESTRUCTURING OF THE LIABILITIES HEREUNDER. THE PROVISIONS OF THIS SECTION 14(m)
SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF THE ADVANCES OR THE
TERMINATION OF THIS AGREEMENT OR ANY PROVISION HEREOF.

(n) This Agreement may not be altered, waived, amended, modified, abandoned or
discharged, except pursuant to an agreement in writing entered into by NEW WORLD
and Borrower with the same formality as this Agreement, shall be binding upon
and inure to each party hereto and their respective successors and assigns, and
shall not be deemed for the benefit of any other third party, except to the
extent provided herein with respect to the purchasers, successors, assigns and
transferees of NEW WORLD including, without limitation, FUNDING and its
successors, assigns and transferees.


                                       32
<PAGE>

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered as of the date first set forth above.



SPARTA COMMERCIAL SERVICES, INC.          BORROWER'S PRINCIPAL PLACE OF
                                          BUSINESS AND CHIEF EXECUTIVE:
                                          OFFICE:


By:  /s/ A. L. Havens                     462 Seventh Ave., 20th Floor
     ----------------------------         ------------------------------
     Anthony L. Havens, C.E.O             Address

                                          New York, NY    10018
                                          ---------------------
                                          City, State  Zip Code


NEW WORLD LEASE FUNDING, LLC
                                          BORROWER'S ADDITIONAL PLACE
OF BUSINESS:
By: /s/ Francis X. McCaughey
    -------------------------------
    Francis X. McCaughey, President
                                          ------------------------------
                                          Address

                                          ------------------------------
                                          City State Zip Code


                                       33
<PAGE>

                       USE FOR A CORPORATE BORROWER ONLY:

STATE OF NEW YORK)
COUNTY OF NEW YORK) ss.:

      On the _____ day of _____________ in the year 2005 before me personally
came Anthony L. Havens to me known, who, being by me duly sworn, did depose and
say that he resides at 167 E. 87th Street, Apt 2FW, New York, NY 10128; that he
is the C.E.O of Sparta Commercial Services, Inc. (Borrower), the corporation
described in and which executed the above instrument; and that he signed his
name thereto by authority of the board of directors of said corporation.


      Notary Public




                                       34