CONFORMED COPY

                          COMMON STOCK PURCHASE WARRANT

                                                               Warrant No. M - 3

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION
SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

        Void after 5:00 p.m. Eastern Standard Time, on November 30, 2003.

                       WARRANT TO PURCHASE COMMON STOCK OF
                                 AUTOINFO, INC.

      FOR VALUE RECEIVED, AUTOINFO, INC., a Delaware corporation, (the
"Company"), hereby certifies that Credit Suisse First Boston Mortgage Capital,
LLC, or its permitted assigns, (the "Holder") is entitled to purchase from the
Company, at any time, or from time to time, commencing on the date hereof, and
prior to 5:00 p.m., Eastern Standard Time, on November 30, 2003, a total of
1,357,467 subject to adjustment as provided herein) fully paid and nonassessable
shares of the Common Stock, par value $.01 per share, of the Company for an
aggregate purchase price of $40,724.01 (based upon $0.03 per share).
(Hereinafter, (i) said Common Stock, together with any other equity securities
which may be issued by the Company with respect thereto or in substitution
therefor, is referred to as the "Common Stock", (ii) the shares of the Common
Stock purchasable hereunder are referred to as the "Warrant Shares", (iii) the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as the "Aggregate Warrant Price", (iv) the price payable hereunder for each of
the Warrant Shares is referred to as the "Per Share Warrant Price", (v) this
Warrant, and all warrants hereafter issued in exchange or substitution for this
Warrant, are referred to as the "Warrant" and (vi) the holder of this Warrant is
referred to as the "Holder"). The Per Share Warrant Price is subject to
adjustment as hereinafter provided. Except as otherwise provided in Section 3,
in the event of any such adjustment, the number of Warrant Shares shall be
adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price
in effect immediately after such adjustment.

      1. Exercise of Warrant. This Warrant may be exercised, in whole at any
time or in part from time to time, commencing on the date hereof (the
"Commencement Date") and prior to 5:00 p.m., Eastern Standard Time, on November
30, 2003, by the Holder of this Warrant by the surrender of this Warrant (with
the subscription form at the end hereof duly executed) at 
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the address set forth in Subsection 10 (a) hereof, together with proper payment
of the Aggregate Warrant Price, or the proportionate part thereof if this
Warrant is exercised in part. Payment for Warrant Shares shall be made (i) in
cash, by certified or official bank check or wire transfer payable to the order
of the Company, (ii) by Net-Issue Exercise (as hereinafter defined), or (iii) by
any combination of (i) or (ii) A "Net-Issue Exercise" meant a "cashless"
exercise by a holder by delivery of a subscription form instructing the Company
to retain, in payment of the Aggregate Warrant Price (or portion thereof), a
number of Warrant Shares (the "Payment Shares") equal to the quotient of the
Aggregate Per Share Warrant Price of the Warrant Shares issuable in respect of
Warrants then being exercised by Net-Issue Exercise divided by the Market Price
(as hereinafter defined) of such shares as of the date of exercise, and to
deduct the number of Payment Shares from the Warrant Shares to be delivered to
such holder. If this Warrant is exercised in part, this Warrant must be
exercised for a minimum of 1,000 shares of the Common Stock, and the Holder is
entitled to receive a new Warrant covering the number of Warrant Shares in
respect of which this Warrant has not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to such remaining
Warrant Shares. Upon such surrender of this Warrant, the Company will issue a
certificate or certificates in the name of the Holder for the largest number of
whole shares of the Common Stock to which the Holder shall be entitled and, (a)
in lieu of any fractional share of the Common Stock to which the Holder shall be
entitled, cash equal to the fair value of such fractional share (determined in
such reasonable manner as the Board of Directors of the Company shall
determine), or (b) deliver a new Warrant for the proportionate part thereof in
respect of which this Warrant has not been exercised, if this Warrant is
exercised in part, pursuant to the provisions of this Warrant.

      2. Reservation of Warrant Shares. The Company agrees that, prior to the
expiration of this Warrant, the Company will at all times have authorized and in
reserve, free from preemptive rights, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the shares of the Common
Stock as from time to time shall be receivable upon the exercise of the Warrant.
The Company covenants and agrees that all shares of Common Stock which are
issuable hereunder will, upon issuance, be duly authorized and issued, fully
paid and non-assessable.

      3. Anti-Dilution Provisions.

            (a) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock, including options
and other securities convertible into, or exchangeable for Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares or (iv) issue by reclassification of its Common Stock any
shares of capital stock of the Company, the Per Share Warrant Price in effect
immediately prior to such action shall be adjusted so that if the Holder
surrendered this Warrant for exercise immediately thereafter the Holder would be
entitled to receive the number of shares of Common Stock or other capital stock
of the Company which he would have owned immediately following such action had
such Warrant been exercised immediately prior thereto. An adjustment made
pursuant to this subsection (a) shall become effective immediately after 


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<PAGE>

the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant
to this subsection (a), the Holder of this Warrant shall become entitled to
receive shares of two or more classes of capital stock or shares of Common Stock
and other capital stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be described in a written notice to
the Holder of this Warrant promptly after such adjustment) shall in good faith
determine the allocation of the adjusted Per Share Warrant Price between or
among shares of such classes of capital stock or shares of Common Stock and
other capital stock; provided that the effect thereof does not materially
adversely affect the value of this Warrant.

            (b) In case of any reorganization, consolidation or merger to which
the Company is a party, other than a merger or consolidation in which the
Company is the continuing corporation, or in case of any sale or conveyance to
another entity of the property of the Company as an entirety or substantially as
an entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), the Holder shall have the right thereafter
to convert this Warrant into the kind and amount of securities, cash or other
property which he would have owned or have been entitled to receive immediately
after such reorganization, consolidation, merger, statutory exchange, sale or
conveyance had such Warrant been converted immediately prior to the effective
date of such reorganization, consolidation, merger, statutory exchange, sale or
conveyance and in any such case, if necessary, appropriate adjustment shall be
made in the application of the provisions set forth in this Section 3 with
respect to the rights and interests thereafter of the Holder to the end that the
provisions set forth in this Section 3 shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock
or other securities or property thereafter deliverable on the conversion of this
Warrant. The above provisions of this subsection (b) shall similarly apply to
successive reorganizations, consolidations, mergers, statutory exchanges, sales
or conveyances. Notice of any such reorganization, consolidation, merger,
statutory exchange, sale or conveyance and of said provisions so proposed to be
made, shall be mailed to the Holder not less than 20 days prior to such event. A
sale of all or substantially all of the assets of the Company for a
consideration consisting primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.

            (c) If the Company shall, at any time after the date hereof issue
any shares of Common Stock, other than Excluded Shares (as defined in subsection
(h) below), for a consideration per share less than the Market Price in effect
immediately prior to such issuance, then (i) the Per Share Warrant Price in
effect immediately prior to each such instance shall forthwith be adjusted to a
price equal to the Per Share Warrant Price then in effect multiplied by the
quotient obtained by dividing (a) an amount equal to the sum of (1) the total
number of shares of Common Stock outstanding immediately prior to such issuance
multiplied by the Market Price in effect immediately prior to such issuance,
plus (2) the consideration received by the Company upon such issuance, by (b)
the total number of shares of Common Stock outstanding immediately after such
issuance multiplied by the Market Price in effect immediately prior to such
issuance, and (ii) the number of shares of Common Stock then 


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<PAGE>

issuable upon the exercise of Warrant shares outstanding immediately prior to
each such issuance shall forthwith be adjusted by adding a number of shares of
Common Stock equal to the product of (a) the number of shares of Common Stock
issuable upon the exercise of Warrant Shares outstanding immediately prior to
such issuance, times (b) the quotient obtained by dividing (1) an amount equal
to the Per Share Warrant Price in effect immediately prior to such issuance less
the Per Share Warrant Price in effect immediately after such issuance, by (2)
the Per Share Warrant Price in effect immediately after such issuance.

            (d) For the purpose of any adjustment of the Per Share Warrant Price
and the number of shares of Common Stock issuable upon exercise of the Warrants
pursuant to the clause (c), the following provisions shall be applicable:

            (e) In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash received by the Company
therefor.

                  (i) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the "fair value" of such consideration as determined
in the good faith judgment of the Board of Directors of the Company.

                  (ii) In the case of the issuance of (x) options to purchase or
rights to subscribe for Common Stock, (y) securities by their terms convertible
into or exchangeable for Common Stock or (z) options to purchase or rights to
subscribe for such convertible or exchangeable securities:

                        (1) the aggregate maximum number of shares of Common
Stock deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the consideration
(determined in the manner provided in subdivisions (i) and (ii) above), if any,
received by the Company upon the issuance of such options or rights plus the
minimum purchase price provided in such options or rights for the Common Stock
covered thereby;

                        (2) the aggregate maximum number of shares of Common
Stock deliverable upon conversion of or in exchange for any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such securities were issued or such options or rights were issued and for a
consideration equal to the consideration received by the Company for any such
securities and related options or rights (excluding any cash received on account
of accrued interest or accrued dividends), plus the minimum amount of additional
consideration, if any, to be received by the Company upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
subdivisions (i) and (ii) above);


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<PAGE>

                        (3) on any change in the number of shares or exercise
price of Common Stock deliverable upon exercise of any such options or rights or
conversions of or exchange for such convertible or exchangeable securities,
other than a change resulting from the antidilution provisions thereof, the Per
Share Warrant Price and the number of shares of Common Stock issuable upon
exercise of the Warrants shall forthwith be readjusted to such Per Share Warrant
Price and to such number of shares as would have obtained had the adjustment
made at the time of the issuance of such options, rights or securities not
converted prior to such change been made upon the basis of such change; and

                        (4) on the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Per Share Warrant Price and the number of shares of Common Stock issuable upon
exercise of the Warrants shall forthwith be readjusted to such Per Share Warrant
Price and to such number of shares as would have obtained had such options,
rights, securities, or options or rights related to such securities (as have not
theretofore been converted, exchanged or exercised) not been issued.

            (f) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of the Holder of this
Warrant in accordance with this Section 3, the Company shall promptly prepare a
certificate of an officer of the Company, setting forth the Per Share Warrant
Price and the number of Warrant Shares after such adjustment or modification, a
brief statement of the facts requiring such adjustment or modification and the
manner of computing the same and cause a copy of such certificate to be mailed
to the Holder.

            (g) If the Board of Directors of the Company shall declare any
dividend or other distribution in cash or property (including securities other
than Common Stock) with respect to the Common Stock, the Company shall mail
notice thereof to the Holder not less than 15 days prior to the record date
fixed for determining shareholders entitled to participate in such dividend or
other distribution.

            (h) the Company will not, by amendment of its Certificate of
Incorporation or by-laws , or through any reorganization, transfer of assets,
reclassification, merger, dissolution, issue or sale of securities or otherwise,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by the Company hereunder but will at all times in good
faith assist in the carrying out of all the provisions hereof and in the taking
of all such actions as may be necessary or appropriate in order to protect the
rights of the holders of the Warrants against impairment.

            (i) For purposes of this Section 3, "Excluded Shares" shall mean (i)
all shares issued upon (a) exercise or conversion of any other warrants
outstanding on the date hereof, (b) exercise of any options outstanding on the
date hereof, and (c) the issuance of shares of Common Stock or options to
purchase such shares, to officers, employees or directors of the Company and its
subsidiaries pursuant to any bona fide equity incentive plan, or other incentive
arrangement.


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<PAGE>

            (j) Definition of Market Price. "Market Price" shall mean either:

                  (1) if shares of the Common Stock are listed or admitted to
trading on any exchange or quoted through NASDAQ or any similar organization,
the average of the daily closing prices per share of the Common Stock for the 20
consecutive trading days immediately preceding the date of public announcement
of the event giving rise to adjustment under this Section 3 or, if no such
public announcement is made with respect to such event, the average of the daily
closing prices per share of the Common Stock for the 20 consecutive trading days
immediately preceding the day as of which the "Market Price" is being
determined. The closing price of each day shall be the last sale price regular
way or, in case no such sale takes place on such day, the average of the closing
bid and asked prices regular way, in either case on the New York Stock Exchange,
or, if shares of the Common Stock are not listed or admitted to trading on the
New York Stock Exchange, on the principal national securities exchange or
national market on which the shares are listed or admitted to trading or quoted,
or if the shares are not so listed or admitted to trading or quoted, the average
of the highest reported bid and lowest reported asked prices as furnished by the
National Association of Securities Dealers, Inc. through NASDAQ or through a
similar organization if NASDAQ is no longer reporting such information; or

                  (2) if such shares of Common Stock are not listed or admitted
to trading on any exchange or quoted through NASDAQ or any similar organization,
such value shall be determined by the Board of Directors of the Company, in good
faith and in the exercise of reasonable business judgment, without taking into
consideration any premium for share representing control of the Company, any
discount for any minority interest therein or any restrictions on transfer under
Federal and applicable state securities laws or otherwise, which determination
shall be conclusive, and which determination of valuation shall be sent in
writing by the Board of Directors to the registered holders of Warrants
outstanding.

      4. Fully Paid Stock: Taxes. The Company agrees that the shares of the
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be duly and properly authorized, validly issued and outstanding, fully paid and
non-assessable, and not subject to preemptive rights, and the Company will take
all such actions as may be necessary to assure that the par value or stated
value, if any, per share of the Common Stock is at all times equal to or less
than the then Per Share Warrant Price. The Company further covenants and agrees
that it will pay, when due and payable, any and all Federal and state stamp or
similar taxes that may be payable in respect of the issue of any Warrant Share
or certificate therefor.

      5. Transfer.

            (a) Securities Laws. Neither this Warrant nor the Warrant Shares
issuable upon the exercise hereof have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under any state securities laws,
and unless so registered, may not be 


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<PAGE>

transferred, sold, pledged, hypothecated or otherwise disposed of unless an
exemption from such registration is available. In the event the Holder desires
to transfer this Warrant or any of the Warrant Shares issued, the Holder must
give the Company prior written notice of such proposed transfer including the
name and address of the proposed transferee. Such transfer may be made only (i)
upon receipt by the Company of an opinion of counsel reasonably satisfactory to
the Company to the effect that the proposed transfer will not violate the
provisions of the Securities Act, or the rules and regulations promulgated under
either such act; or (ii) if the Warrant or Warrant Shares to be sold or
transferred have been registered under the Securities Act and there is in effect
a current prospectus meeting the requirements of Subsection 10(a) of the
Securities Act, which is being or will be delivered to the purchaser or
transferee at or prior to the time of delivery of the certificates evidencing
the Warrant or Warrant Shares to be sold or transferred.

            (b) Conditions to Transfer. Prior to any such proposed transfer, and
as a condition thereto, if such transfer is not made pursuant to an effective
registration statement under the Securities Act, the Holder will, if requested
by the Company, deliver to the Company (i) an investment covenant signed by the
proposed transferee, (ii) an agreement by such transferee to the impression of
the restrictive investment legend set forth herein on the certificate or
certificates representing the securities acquire by such transferee and (iii) an
agreement by such transferee that the Company may place a "stop transfer order"
with its transfer agent or registrar..

            (c) Transfer. Except as restricted hereby, this Warrant and the
Warrant Shares issued may be transferred by the Holder in whole or in part at
any time or from time to time. Upon surrender of this Warrant to the Company or
at the office of its stock transfer agent, if any, with assignment documentation
duly executed and funds sufficient to pay any transfer tax, and upon compliance
with the foregoing provisions, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment, and this Warrant shall promptly be canceled. Any assignment,
transfer, pledge, hypothecation or other disposition of this Warrant attempted
contrary to the provisions of this Warrant, or any levy of execution, attachment
or other process attempted upon the Warrant, shall be null and void and without
effect.

            (d) Legend and Stop Transfer Orders. Unless the Warrant Shares have
been registered under the Securities Act, or the Company shall have received an
opinion of counsel satisfactory to the Company to the effect that it is not
required, upon exercise of any part of the Warrant and the issuance of any of
the shares of Warrant Shares, the Company shall instruct its transfer agent to
enter stop transfer orders with respect to such shares, and all certificates
representing Warrant Shares shall bear on the face thereof substantially the
following legend, insofar as is consistent with Delaware law:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
      TRANSFERRED, PLEDGED, 


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      HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A
      TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE HOLDER
      HEREOF IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COUNSEL
      TO THE COMPANY, IS EXEMPT FROM REGISTRATION UNDER THE ACT AND
      ANY APPLICABLE STATE SECURITIES LAWS."

      6. Listing of Common Stock. The Company covenants and agrees for the
benefit of the Holders and each other holder of any Common Stock issued upon
exercise of the Warrants, that at the time of and in connection with the listing
of Common Stock on any national securities exchange, it will, at its expense,
use its best efforts to cause the shares of Common Stock issuable from time to
time upon exercise of the Warrants to be approved for listing, subject to notice
of issuance, and will provide prompt notice to each such exchange of the
issuance thereof from time to time.

      7. Registration Rights. The Holder is hereby granted the registration
rights with respect to the Common Stock underlying this Warrant as more fully
described in that certain Registration Rights Agreement made as of December 10,
1996 by and between the Company and CS First Boston Mortgage Capital Corp.

      8. Loss, etc., of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.

      9. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.

      10. Communication. No notice or other communication under this Warrant
shall be effective unless the same is in writing and is mailed by first-class
mail, postage prepaid, addressed to:

            (a) the Company at One Paragon Drive, Suite 255, Montvale, New
Jersey, Attn.: President, or such other address as the Company has designated in
writing to the Holder, or

            (b) the Holder at 11 Madison Avenue, New York, NY 10010, Attn.:
Michael A. Commaroto, or such other address as the Holder has designated in
writing to the Company.


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<PAGE>

      11. Headings. The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.

      12. Applicable Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
principles of conflicts of law thereof.

      13. Gender and Number. As used in this Warrant, the masculine, feminine or
neuter gender and the singular or plural number shall be deemed to include the
others whenever the context so indicates or requires.

      IN WITNESS WHEREOF, AUTOINFO, INC., has caused this Warrant to be signed
by its President and its corporate seal to be hereunto affixed and attested by
its Assistant Secretary this 10th day of December, 1998.

ATTEST:                                 AUTOINFO, INC.


/s/ Kenneth S. Rose                     By:  /s/ Scott Zecher,
---------------------------------          -------------------------------------
Kenneth S. Rose,                            Scott Zecher,
Assistant Secretary                         President


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<PAGE>

                                  SUBSCRIPTION

      The undersigned, ________________________, pursuant to the provisions of
the foregoing Warrant agrees to subscribe for the purchase of
____________________ shares of the Common Stock of AUTOINFO, INC. covered by
said Warrant, and makes payment therefor in full at the price per share provided
by said Warrant.


Dated:  _____________________           Signature:______________________________

                                        Address: _______________________________

                                   ASSIGNMENT

      FOR VALUE RECEIVED ___________________________, hereby sells, assigns and
transfers unto ___________________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
______________________________, attorney, to transfer said Warrant on the books
of AUTOINFO, INC.


Dated:  _____________________           Signature:______________________________

                                        Address: _______________________________

                               PARTIAL ASSIGNMENT

      FOR VALUE RECEIVED _________________________ hereby assigns and transfers
unto _____________________ the right to purchase ________________ shares of the
Common Stock of AUTOINFO, INC. by the foregoing Warrant, and a proportionate
part of said Warrant and the rights evidenced hereby, and does irrevocably
constitute and appoint ___________________________ attorney, to transfer that
part of said Warrant on the books of AUTOINFO , INC.


Dated:  _____________________           Signature:______________________________

                                        Address: _______________________________
                                        ________________________________________