SUBORDINATED PROMISSORY NOTE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF AT ANY TIME
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF OR THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (B) TO AN INSTITUTION THAT IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT), (C) TO THE
COMPANY, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO AN EXEMPTION FROM
REGISTRATION AS CONFIRMED IN DOCUMENTATION (WHICH AT THE COMPANY'S DISCRETION
SHALL INCLUDE AN OPINION OF COUNSEL (WHICH MAY BE IN-HOUSE COUNSEL)) IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY (PROVIDED, HOWEVER, THAT IN THE
CASE OF CLAUSE (B) EITHER THE TRANSFEREE OR A U.S. REGISTERED BROKER-DEALER ON
ITS BEHALF HAS DELIVERED TO THE COMPANY A TRANSFEREE CERTIFICATE IN THE FORM
ATTACHED TO THIS SECURITY). WITH RESPECT TO TRANSFERS PURSUANT TO CLAUSES (A)
AND (B) ABOVE, THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES, FOR THE BENEFIT OF THE COMPANY, THAT IT IS (I) A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A OR (II) AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS HOLDING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT.
<PAGE>

                                                                  Number RSP ___

                          SUBORDINATED PROMISSORY NOTE

$_______                                                      Norfolk, Virginia
                                                              October 26, 1998

      FOR VALUE RECEIVED, the undersigned, AUTOINFO, INC. (the "Company")
promises to pay to the order of ______________________________ the principal sum
of __________________________________ ($__________) Dollars with interest at the
rate of ten percent (10%) per annum commencing January 1, 1999. Interest shall
be payable quarterly in arrears commencing on March 31, 1999. Interest will be
computed on the basis of a 360-day year of 12 full 30-day months. The principal
amount hereof shall be payable in full on December 31, 2007, unless extended as
set forth herein.

      At the sole discretion of the Company, any interest payment required to be
made pursuant to this Subordinated Promissory Note may be made in cash or in
shares of common stock, par value $.01 per share, of the Company (hereinafter
referred to as "Common Stock"). In the event the Company elects to make an
interest payment in Common Stock, the Company shall deliver to the Holder of
this Note the number of shares of Common Stock as shall be equal to the amount
of interest payment then due divided by the "value per share" (calculated in
accordance with the formula set forth below), multiplied by 1.2 and rounded
upward to the nearest whole share.

      The value per share shall be equal to the greater of the average closing
bid price of the Common Stock on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. or such other market as from time to
time shall be the primary market on which the stock is then traded for the first
ten of the last thirteen trading days preceding an interest payment date or
twenty-five cents ($0.25). In the event that the outstanding shares of the
Common Stock of the Company are changed into or exchanged for a different number
or kind of shares of the Company or other securities of the Company by reason of
merger, consolidation, recapitalization, reclassification, stock split, stock
dividend, subdivision, distribution or combination of shares, the Company shall
make an appropriate and equitable adjustment to the "value per share", to the
end that after such event the Holder's proportionate interest shall be
maintained as before the occurrence of such event. Any such adjustment made by
the Company or its Board of Directors (the "Board") shall, in the absence of
manifest error, be final and binding upon the Holder, the Company and all other
interested persons. Nothing in this Agreement shall entitle the Holder to
pre-emptive or similar rights with respect to 


                                       2
<PAGE>

any issuance of Common Stock or other securities for such consideration as the
Board may determine; provided, however that if the Company issues any shares or
securities convertible into shares at a price or providing for an exercise price
less than eighty-five (85%) percent of the Market Price on the date of issuance
within six (6) months prior to the payment of interest in shares of Common Stock
, then the value set forth in subsection (b) above (ie. the twenty-five ($0.25)
cent per share value) shall, if applicable, thereafter be adjusted downward by
multiplying it by a fraction, the numerator of which is the issuance or exercise
price and the denominator of which is the Market Price.

      Any shares of common stock delivered to the Holder pursuant to the terms
of this Note in satisfaction of an interest payment will not be registered under
the Securities Act of 1933, as amended (the "Act") or the securities laws of any
state or other jurisdiction and, therefore, all such shares of Common Stock may
not be sold by the Holder, except pursuant to a registration statement which has
been declared effective under the Act or pursuant to an exemption from the
registration requirements of the Act. Therefore, all such shares of common stock
will bear a legend substantially in the following form:

            "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
            (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
            PLEDGED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION
            STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME
            EFFECTIVE UNDER THE SECURITIES ACT, OR THE CORPORATION HAS
            BEEN FURNISHED WITH AN OPINION OF COUNSEL THAT SUCH
            REGISTRATION IS NOT REQUIRED."

      The Company shall pay (i) a late charge of five percent (5%) of any
installment of principal or interest due hereunder for failure to make payment
within ten (10) days of the due date thereof, and (ii) all costs of collection,
including a reasonable attorney's fee, if incurred.

      Prepayment. This Note may be prepaid, in whole or in part, without premium
or penalty, upon thirty (30) days prior written notice of the date of prepayment
of this Note.

      Events of Default and Acceleration. In the event:


                                       3
<PAGE>

      (a) any payment of any sum due hereunder is not made when due; or

      (b) of default in the performance of or compliance with any of the
      provisions in this Note; or

      (c) the Company or any Guarantor, pursuant to or within the meaning of any
      federal or state bankruptcy law (i) commences a voluntary case or
      proceeding, (ii) consents to the entry of an order for relief against it
      in any involuntary case or proceeding, (iii) consents to the appointment
      of a Custodian of it or for all or substantially all of its property, (iv)
      makes a general assignment for the benefit of creditors; or

      (d) a court of competent jurisdiction enters an order or decree under any
      bankruptcy law that grants relief against the Company or any Guarantor in
      any involuntary case or proceeding, appoints a Custodian of the Company or
      any Guarantor for all or substantially all of its properties, or orders
      the liquidation of the Company or any Guarantor, and in each case the
      order or decree remains unstayed and in effect for 120 days; provided,
      however, that if the entry of such order or decree is appealed and
      dismissed on appeal, then the default hereunder by reason of the entry of
      such order or decree shall be deemed to have been cured; or

      (e) the Company or any Guarantor defaults on any indebtedness having an
      outstanding principal amount of more than $1,000,000 (other than the
      Company's current default on its senior warehouse loan facility with
      Credit Suisse First Boston Mortgage Capital, LLC), whether such
      indebtedness now exists or shall be created hereafter, and such default
      relates to the obligation to pay the principal of any such indebtedness at
      final maturity; or

      (f) the Company merges with another corporation in a transaction in which
      the survivor of the merger does not succeed to substantially all of the
      assets of the Company;

      (g) the Company sells or otherwise disposes of all or substantially all of
      its assets in a transaction or series of transactions, other than in
      connection with the sale of the Company's automobile finance receivables
      business; or

      (h) the Company prepays any of the Junior Subordinated Notes issued by the
      Company as of October 26, 1998.

and such default in the case as specified above in clause (a) is not cured
within fifteen (15) days', or, in the case as specified above in clauses (b) and
(e), such default is not cured within thirty (30) days of the Company's receipt
of notification by the Holder, 


                                       4
<PAGE>

then in such event, the entire balance of principal of the Note with all
interest then accrued shall, at the option of the Holder hereof, become
immediately due and payable.

      For purposes of this Note, the term "Custodian" means any receiver,
trustee, assignee, liquidator, sequestrator or similar official charged with
maintaining possession or control over property for one or more creditors, and
the term "Guarantor" means any guarantor of the payments due to the Holder under
this Note.

      Subordination. This Note and the indebtedness evidenced hereby, including
the principal and interest and any renewals or extensions thereof, shall at all
times be wholly subordinate and junior in right of payment to the prior payment
in full of all Superior Indebtedness, whether outstanding on the date hereof or
hereafter created, all in the manner and with the force and effect hereinafter
set forth. No payment of principal or interest (other than payments of interest
in shares of Common Stock) shall be made hereunder until all indebtedness of the
Company whether absolute or contingent, direct or indirect, for principal,
premium, if any, and interest (including any interest accruing subsequent to the
commencement of bankruptcy, insolvency or similar proceedings, whether or not
such interest is an allowable claim in any such proceedings) outstanding at any
time payable to Credit Suisse First Boston Mortgage Capital LLC, its successors
and assigns (the "CSFB Indebtedness")is satisfied in full.

For the purposes hereof, "Superior Holders" shall mean any holders of the
"Superior Indebtedness,"and "Superior Indebtedness" shall mean all indebtedness
of the Company whether absolute or contingent, direct or indirect, for
principal, premium, if any, and interest (including any interest accruing
subsequent to the commencement of bankruptcy, insolvency or similar proceedings,
whether or not such interest is an allowable claim in any such proceedings)
outstanding at any time, payable to (a) Credit Suisse First Boston Mortgage
Capital LLC, its successors and assigns ("CSFB") or (b) any other bank,
financial institution or other institutional investor in each case not
affiliated with the Company.

      Upon any payment or distribution of assets of the Company of any kind or
character, whether in cash, securities or other property to creditors upon any
dissolution or winding up or total or partial liquidation or reorganization or
readjustment of the Company, whether voluntary or involuntary, in bankruptcy,
insolvency, receivership or other cases or proceedings, all principal of,
premium, if any, and interest due or to become due upon all Superior
Indebtedness shall first be paid in full before the Holder shall be entitled to
receive any assets so paid or distributed; and upon any such dissolution or
winding up or liquidation or reorganization or readjustment, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities to which the Holder would be entitled except for the
provisions of this paragraph, including any such payment or distribution which
may be payable or deliverable by reason of the payment 


                                       5
<PAGE>

of any other indebtedness of the Company being subordinated to the payment of
this Note, shall be paid or distributed by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution directly to the Superior Holders (pro rata to each such
Superior Holder on the basis of the respective amounts of Superior Indebtedness
held by such Superior Holder) or their representatives, to the extent necessary
to pay all Superior Indebtedness in full, after giving effect to any concurrent
payment or distribution to or for the Superior Holders, before any payment or
distribution in respect to this Note (for principal, premium, if any, or
interest) is made to the Holder.

      If any payment or distribution of any character, whether in cash, property
or securities including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of this Note, shall be received by the Holder
in contravention of any of the terms of this Note and before all the Superior
Indebtedness shall have been paid in full, such payment or distribution shall be
paid held in trust by the Holder for the benefit of the Superior Holders and
shall forthwith be paid over or delivered and transferred to the Superior
Holders (pro rata to each such Superior Holder on the basis of the respective
amounts of Superior Indebtedness held by such Superior Holder) or their
representatives, to the extent necessary to pay all Superior Indebtedness in
full, after giving effect to any concurrent payment or distribution to or for
the Superior Holders.

      The foregoing subordination shall apply, notwithstanding the availability
of any collateral to the Superior Holders or the actual date and time of
execution, delivery, recordation, filing or perfection of the Superior Holders'
interest in collateral, or the lien or priority of payment thereof, and
notwithstanding the fact that any monies owed to the Superior Holders or any
claim for the Superior Indebtedness is declared to be fraudulent or
preferential, subordinated, avoided, set aside or disallowed, in whole or in
part, pursuant to Title 11 of the United States Code (the "Bankruptcy Code") or
other applicable federal or state law. In the event of a proceeding, whether
voluntary or involuntary, for insolvency, liquidation, reorganization,
dissolution, bankruptcy or other similar proceeding pursuant to the Bankruptcy
Code or other applicable federal or state law, the Superior Indebtedness shall
include all fees and interest accrued on the Superior Indebtedness in accordance
with and at the rates specified in the documents underlying and evidencing the
Superior Indebtedness, both for periods before and for periods after the
commencement of any of such proceedings, even if the claims for such fees or
interest are not allowed pursuant to applicable law.

      In any case commenced by or against the Company or an affiliate of the
Company under any chapter of the Bankruptcy Code or any similar federal or state
statute while CSFB remains a Superior Holder, (i) the Holder shall not vote
affirmatively in favor of any plan of reorganization or liquidation proposed by
or for the Company or any affiliate of the Company unless Superior Holder grants
its prior written permission thereto or votes to accept such plan, (ii) the
Holder shall file a 


                                       6
<PAGE>

proof of claim against the Company for its claims under this Note at least five
(5) business days before the last day for filing proofs of claims and shall send
to CSFB a copy of such proof of claim with evidence of filing with the
appropriate court and authority, and (iii) if the Holder fails to timely file
sufficient proofs of claim, CSFB may file proofs of claim on behalf of the
Holder. The Holder hereby authorizes CSFB to intervene and fully participate in
any objection to such proofs of claim, if CSFB chooses to do so in its sole
discretion.

      Standstill. The Holder of this Note agrees, for so long as CSFB is a
Superior Holder and for 91 days thereafter, that:

            (a) it shall simultaneously send to CSFB due notice of any and all
      defaults under this Note as well as copies of all notices required to be
      delivered to or by the Company pursuant to this Note; and

            (b) it shall not, without the prior written consent of CSFB, which
      consent may be withheld in CSFB's sole discretion, (i) declare a default,
      monetary or non-monetary, under this Note, (ii) accelerate the
      indebtedness evidenced by this Note, (iii) commence any enforcement or
      collection proceeding on this Note including, but not limited to, signing
      or filing an involuntary petition against the Company or any of its
      affiliates under the Bankruptcy Code or other applicable federal or state
      law, (iv) obtain any receiver or other custodian of the assets of the
      Company or any affiliate of the Company, (v) accept any security interest
      in collateral of the Company or any affiliate of the Company, or (vi)
      exercise any bankers lien or rights of set-off or recoupment.

      This Standstill provision shall remain in full force and effect and shall
bind the Holder of this Note until the later of (i) 91 days after the final
repayment and full satisfaction of the CSFB Indebtedness, including any amounts
outstanding as a result of any refinancing or restructuring of the CSFB
Indebtedness or (ii) March 31, 1999.

      The Holder acknowledges and agrees that the Superior Holders have relied
upon and, to the extent applicable, will continue to rely upon the Subordination
and Standstill provisions contained herein in extending credit to the Company
and amending the terms of such credit extension. The Holder acknowledges and
agrees that the Superior Holders may enforce by any lawful means the
Subordination and Standstill provisions contained herein. The Holder waives
notice of or proof of reliance hereon and protest, demand for payment and notice
of default.

      The Superior Holders shall not be prejudiced in their rights to enforce
the Subordination and Standstill provisions contained herein in accordance with
their terms by any act or failure to act on the part of the Company.


                                       7
<PAGE>

      The Subordination and Standstill provisions contained herein are (i) for
the benefit of the Superior Holders and may not be rescinded, canceled, amended
or modified in any way without the prior written consent thereto of the Superior
Holders and (ii) solely for the purpose of defining the relative rights of the
Superior Holders on the one hand, and the Holder on the other hand, and nothing
herein shall impair, as between the Company and the Holder, the obligation of
the Company to pay the principal and interest on this Note in accordance with
its terms, nor shall anything herein prevent the Holder from exercising all
remedies otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the Superior Holders as herein provided.

      Parity of Notes. This Note and several other notes in the aggregate
principal amount of $5,586,000.00 (the "Notes") have been issued as of October
26, 1998 by the Company in exchange for $4,900,000 of 12% Subordinated
Promissory Notes of the Company in a like aggregate principal amount (the
"Exchange"). In the event the Company elects to prepay any amounts under the
Notes issued in the Exchange, the Company shall make such prepayment to all
Holders of Notes in proportion to the principal amount of such Notes. In the
event any Holder of Notes issued in the Exchange elects to accelerate Notes held
by such Holder as a result of an event of default, the Company shall notify the
Holder of this Note of such event. In the event of a default under this Note or
any other Notes issued in the Exchange, all Holders of Notes issued in
connection with the Exchange shall be deemed to have equal parity.

      Waivers. The Company (i) waives presentment, demand and protest of every
kind respecting this Note, and (ii) agrees that the Holder hereof, at any time
or times, without notice to or the consent of the Company, may grant extensions
of time, without limit as to the number or the aggregate of such extensions, for
the payment of any principal or interest due hereon. No delay or omission by the
Holder in the exercise of any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise thereof or the exercise of any other
right or remedy.

      In the event any payment by or on behalf of the Company to the Holder is
held to constitute a preference under the bankruptcy laws, or any other
applicable federal or state bankruptcy, insolvency or other similar law, and by
reason thereof the Holder is required to refund such payment or pay the amount
thereof to any party, such payment by or on behalf of the Company to the Holder
shall not constitute a release of the Company from any liability hereunder to
the extent of such payment, but the Company agrees to pay the amount of such
payment, together with the interest thereon, to the Holder upon demand.

      Governing Law. This Note shall be deemed to have been delivered by the
Company in Norfolk, Virginia, and shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.


                                       8
<PAGE>

      Jurisdiction. The Company irrevocably submits to the jurisdiction of any
court of the Commonwealth of Virginia or any federal court located in the
Commonwealth of Virginia in any suit, action or proceeding arising out of or
related to this Note. The Company irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in such a court
has been brought in an inconvenient forum. The Company agrees that a final
non-appealable judgment in any such suit, action or proceeding shall be
conclusive and binding upon the Company. The Company consents to process being
served in any suit, action or proceeding of the nature referred to herein by
mailing a copy thereof by registered or certified mail, postage prepaid, return
receipt requested, to the address of the Company last known to the Holder. The
Company irrevocably waives, to the fullest extent permitted by law, all claim or
error by reason of any such service (but does not waive any right to assert lack
of subject matter jurisdiction), and the Company agrees that such service (a)
shall be deemed in every respect effective service of process upon the Company
in any such suit, action or proceeding and (b) shall, to the fullest extent
permitted by law, be taken and held to be valid personal service upon and
personal delivery to the Company. Nothing in this Agreement shall affect the
right of the Holder to serve process in any manner permitted by law or limit the
right of the Holder to bring proceeding against the Company in the courts of any
jurisdiction or jurisdictions.

      Waiver of Jury Trial. The Company waives trial by jury in any action or
proceeding to which the Company and the Holder may be parties arising out of, in
connection with, or in any way pertaining to this Note. It is agreed and
understood that this waiver constitutes a waiver by trial by jury of all claims
against all parties to such actions or proceedings. This waiver is knowingly,
willingly and voluntarily made by the Company, and the Company hereby represents
that no representations of fact or opinion have been made by any individual to
induce this waiver of trial by jury or to in any way modify or nullify its
effect. The Company further represents and warrants that it has been represented
in the signing of this document and in the making of this waiver by independent
legal counsel, or has had the opportunity to be represented by independent legal
counsel selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

      Registration or Transfer. This Note is registered on the books of the
Company and is transferable only by surrender thereof at the principal office of
the Company duly endorsed or accompanied by a written instrument of transfer
duly executed by the registered Holder or his, her or its attorney duly
authorized in writing. The Holder hereby agrees to notify the Company prior to
any transfer of the Note and to comply with the legend on the face of this Note.


                                       9
<PAGE>

      Notices. Any notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by certified mail, return receipt
requested or by telecopier, followed by certified mail, return receipt
requested, or by overnight service guaranteeing next day delivery, and providing
proof of delivery, addressed as set forth below or at such other address as may
be designated by the Company in a notice given hereunder to the Holder

        (a)    If to the Company:   AutoInfo, Inc.
                                    One Paragon Drive
                                    Suite 255
                                    Montvale, New Jersey 07645
                                    Attn:  Mr. Scott Zecher
                                    Telecopier No. 201-930-0022

               With a copy to:      Morse, Zelnick, Rose & Lander, LLP
                                    450 Park Avenue
                                    New York, New York 10022
                                    Attn:  Kenneth S. Rose, Esq.
                                    Telecopier No.: 212-838-9190

        (b)    If to CSFB:          Credit Suisse First Boston 
                                      Mortgage Capital LLC
                                    11 Madison Avenue, 7th floor
                                    New York, NY 10010
                                    Attn:  Principal Transactions Group
                                    Telecopier No.:  (212) 325-9964

               With a copy to:      Thacher Proffitt & Wood
                                    Two World Trade Center
                                    New York, New York 10048
                                    Attn:  Jeffrey Murphy, Esq.
                                    Telecopier No.: 212-912-7751

      (c) If to the Holder, at the address and telecopier number set forth on
the books of the Company.

      No Recourse Against Others. A director, officer, employee, stockholder,
trustee or beneficiary, as such, of the Company shall not have any liability for
any obligations of the Company under this Note or for any claim based on, in
respect of, or by reason of any such obligations or their creation, absent such
individuals actual fraud. The Holder, by accepting this Note, waives and
releases all such liability.

      Severability. In case any provision in this Note shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall 


                                       10
<PAGE>

not in any way be affected or impaired thereby, and a Holder shall have no claim
therefor against any party hereto.

WITNESS the following signature(s) and seal(s).

                                        AUTOINFO, INC.


                                        By:
                                           -------------------------------------
                                           Scott Zecher, Chief Executive Officer

The Holder hereby agrees to and accepts
the terms and conditions set forth
herein.

--------------------------------------
              Holder


                                       11
<PAGE>

                         FORM OF TRANSFEREE CERTIFICATE

                     [Letterhead of Prospective Purchaser or
                         U.S. Registered Broker-Dealer]

                                                          Date:
AutoInfo, Inc.
One Paragon Drive
Suite 255
Montvale, New Jersey 07645
Attn:  Mr. Scott Zecher

Dear Sirs:

I. We hereby request that $_________ aggregate principal amount of ten percent
(10%) Subordinated Notes (the "Notes"), of AUTOINFO, INC., a Delaware
corporation, be registered in the name set forth below and confirm that the new
beneficial owner is an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) that is
acquiring the notes for investment purposes and not for distribution (within the
meaning of the Securities Act); it has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment in the Notes, and it and any accounts for which it is
acting are each able to bear the economic risk of its investment; it is
acquiring the Notes purchased by it for its own account or for one or more
accounts as to each of which it exercises sole investment discretion.

      If this letter is being filled out by a prospective purchaser, the
undersigned purchaser confirms that the Notes will only be transferred in
accordance with the legend on the Notes, and further, that it understands that
in connection with any such transfer, the Company may request, and if so
requested the undersigned purchaser will furnish, such certificates and other
information as may reasonably be required to confirm that any such transfer
complies with the restrictions set forth therein.

II. For Qualified Institutional Buyers:

      |_| The Notes are being transferred to a "Qualified Institutional Buyer"
(as defined in Rule 144A under the Securities Act), which person has been
advised that the Notes have been sold or transferred to it in reliance upon Rule
144A.

III. The Notes should be registered as follows (unless the box under II above is
checked):


                                       12
<PAGE>

Name:

Address:

Tax Identification Number:

Physical Location of Notes (including address):

Address:

Contact:

IV. If this letter is being completed by a U.S. registered broker-dealer on
behalf of the transferee, the undersigned broker-dealer confirms that (a) it has
delivered to the transferee a notice regarding the restrictions on transfer of
the Notes by such transferee as set forth in the legend on the Notes and (b) to
the best of its knowledge, the information provided herein about the transferee
is true and correct.

      We represent that we have read the Notes and understand that they are
subordinate to all Superior Indebtedness (as defined in the Notes).

      You are entitled to rely upon this letter and you are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,
                                        [Name of Prospective Purchaser or U.S.
                                        Registered Broker-Dealer]


                                        By:
                                           -------------------------------------
                                           Title:


                                       13