REFERRAL AGREEMENT

         This Referral Agreement ("Agreement") is made as of February 26, 1998,
by and between U.S. Bank, N.A., a national banking association ("Bank") and Auto
Credit Clearinghouse ("ACCH"), a division of National Auto Finance Company,
Inc., a Delaware corporation ("NAFI").


                                   WITNESSETH:

A.       WHEREAS, ACCH engages in the business of purchasing, securitizing and
         servicing non-prime motor vehicle retail installment sale contracts
         originated by automobile dealers and/or banks;

B.       WHEREAS, Bank receives credit applications of borrowers from automobile
         dealers and finances motor vehicle retail installment sale contracts to
         approved borrowers but generally does not finance non-prime motor
         vehicle retail installment sale contracts;

B.       WHEREAS, Bank desires to introduce ACCH to those Dealers in its trading
         area for whom Bank provides consumer financing in exchange for a fee
         based on the number of contracts made by ACCH with respect to the
         credit applications referred to ACCH by Dealers that Bank refers or
         introduces to ACCH; and

D.       WHEREAS, ACCH desires to receive such referrals and introductions and
         to pay such fee, all on the terms and conditions provided herein.


         NOW THEREFORE, in consideration of the foregoing premises and the
mutual agreements and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending legally to be bound, hereby agree as follows:


SECTION 1.        DEFINITIONS.
                  -----------

         Each of the following capitalized terms shall have the meaning set
forth below for purposes of this Agreement:

                     (a) "ACCH Program" means the program of ACCH by which ACCH
                  or any of its Affiliates solicits and evaluates Applications
                  and provides (or causes to be provided) financing,
                  constituting Referrals hereunder, to Dealers and their
                  customers for the purchase of Motor Vehicles, and the
                  marketing, training and other activities described herein
                  related to such financing, as such program may be modified
                  from time to time by ACCH.

<PAGE>


                     (b) "Affiliate" of a specified Person means any other
                  Person who (i) directly or indirectly controls, is controlled
                  by, or is under common control with, such specified Person;
                  (ii) owns or controls either ten percent (10%) or more of the
                  outstanding voting stock or other voting equity or beneficial
                  interests of such specified Person or twenty percent (20%) or
                  more of the value of the total outstanding stock or other
                  equity securities of such specified Person determined on a
                  fully-diluted basis; (iii) is an officer, director, general
                  partner, trustee, manager, administrator, representative or
                  agent or owns or controls ten percent (10%) or more of the
                  outstanding voting interest of such other Person described in
                  clause (i), (ii) or (iii) of this sentence, except that
                  neither Bank (or any of its Affiliates) nor ACCH (or any of
                  its Affiliates) shall be considered an Affiliate of such other
                  party (or the Affiliates of such other party). For purposes of
                  the preceding sentence, "control" of a Person means
                  possession, directly or indirectly (through one or more
                  intermediaries), of the power to direct or cause the direction
                  of management and policies of such Person through ownership of
                  voting securities (or other ownership interest), contract,
                  voting trust or otherwise.

                     (c) "Application" means a credit application by a potential
                  purchaser of a Motor Vehicle that is submitted directly to
                  ACCH by a Dealer for financing of such Motor Vehicle.

                     (d) "Business Day" means any day other than Saturday,
                  Sunday or any other day on which national banking associations
                  in the State of Florida generally are closed for commercial
                  banking business.

                     (e) "Contract" means any non-prime Motor Vehicle retail
                  installment sale contract originated by a Dealer.

                     (f) "Dealer" means any Motor Vehicle dealer (1) from whom
                  Bank now or hereafter purchases Contracts or now or hereafter
                  receives Applications, (2) which has entered, or hereafter
                  enters, into a Dealer Agreement with Bank and such Dealer
                  Agreement has not been canceled, expired by its terms, or
                  otherwise terminated and (3) which is approved by ACCH as
                  constituting a "Dealer" under this Agreement and which has
                  signed a Dealer Agreement with ACCH.

                     (g) "Dealer Agreement" means a legally valid and binding
                  written agreement by and between Bank and a Dealer which,
                  among other things, grants to Bank the right to purchase
                  Contracts from such Dealer.

                     (h) "Governmental Authority" means any foreign, federal,
                  state or local government, political subdivision or
                  governmental or regulatory authority, agency, board,
                  commission, instrumentality or court or quasi-governmental
                  authority.

                     (i) "Law" or "Laws" means any or all federal, state or
                  local statutes, laws, codes, ordinances, judicial decisions,
                  proclamations, interpretive releases, regulations, published
                  requirements, orders, judgments, decrees and rules of any
                  Governmental Authority, in each case as amended and in effect
                  from time to time.

<PAGE>
                     (j) "Licenses" means all material licenses, permits and
                  other authorizations issued by any Governmental Authority to
                  NAFI or ACCH which are used or useful in, or required for
                  implementation of, the ACCH Program.

                     (k) "Material Adverse Effect" means, with respect to a
                  particular Person, a material adverse change, effect or
                  development (or any change, effect or development that could
                  reasonably have a material adverse effect) on the assets,
                  business, revenues, expenses, operations, condition (financial
                  or otherwise), or prospects or ability to perform under or
                  with respect to the material contracts (including, for the
                  parties hereto, this Agreement) of the specified Person.

                     (l) "Motor Vehicle" means any automobile, sport utility
                  vehicle or light duty truck.

                     (m) " Non-Prime Applications" means those Applications that
                  satisfy, or reasonably appear to satisfy in the good faith
                  determination of a Dealer, the written credit criteria of ACCH
                  which is delivered by ACCH to a Dealer pursuant to this
                  Agreement, as such written credit criteria of ACCH may be
                  modified by ACCH from time to time in accordance with this
                  Agreement.

                     (n) "Person" means an individual, corporation, association,
                  partnership, joint venture, trust, estate, limited liability
                  company, limited liability partnership, Governmental Authority
                  or other entity or organization.

                     (o) "Referral" means any Contract which is actually funded
                  by ACCH with respect to which an Application was referred to
                  ACCH by a Dealer for such Contract.


SECTION 2.        REFERRALS.
                  ---------

         Subject to the terms and conditions set forth in this Agreement, (i)
Bank shall encourage its Dealers to refer to ACCH all Non-Prime Applications, as
soon as possible after such applications are received by such Dealers, and (ii)
ACCH shall pay to Bank the amounts set forth in the attached Referral Fees
Payment Schedule, attached hereto as Schedule 1 for each Referral made which is
actually closed and funded by ACCH.

         Notwithstanding anything to the contrary set forth in this Agreement,
ACCH may in its sole and absolute discretion choose to reject or not accept any
particular Application or Referral, and nothing in this Agreement shall be
construed to impose any funding requirement on ACCH with respect to any
Application or Referral.


SECTION 3.        PURCHASE OF CONTRACTS.
                  ---------------------

         The parties hereto intend that all Contracts purchased with respect to
a Referral shall be made by ACCH and purchased directly by ACCH from the Dealers
or the Dealers' customers, as the case may be, and shall not be refinanced or
purchased from Bank or any of its Affiliates, or in any way be characterized as
being refinanced or purchased from Bank or any of its Affiliates, unless
otherwise authorized by ACCH.


<PAGE>

SECTION 4.        NO RECOURSE.
                  -----------

         All Referrals and any Contracts purchased by ACCH or any of its
Affiliates shall be without recourse to Bank or any of its Affiliates, and Bank
and its Affiliates shall not have any obligation or liability that is in any way
related to such Contracts; provided, however, that the parties hereto shall be
liable to each other for breach of their respective representations, warranties,
covenants and indemnities under the terms of this Agreement; provided, further,
that the obligations of Bank under this Agreement shall not constitute recourse
to Bank for the credit risk of any Contract purchased by ACCH or any Affiliate
of ACCH.


SECTION 5.        REPRESENTATIONS AND WARRANTIES OF ACCH.
                  --------------------------------------

         ACCH represents and warrants to Bank as follows:

                      (a) Organization and Standing. ACCH is a division of
                  National Auto Finance Company, Inc., a publicly held company
                  duly organized, validly existing and in good standing under
                  the laws of the State of Delaware, and duly qualified in each
                  jurisdiction where the conduct of the ACCH Program requires
                  such qualification.

                     (b) Authorization and Binding Obligation. ACCH has the full
                  power and authority to execute and deliver this Agreement and
                  to perform and comply with all terms, covenants and conditions
                  to be performed and complied with by ACCH hereunder. The
                  execution, delivery and performance of this Agreement by ACCH
                  has been duly and validly authorized by all necessary action
                  on the part of ACCH. This Agreement has been duly and validly
                  executed and delivered by ACCH and constitutes a legal, valid
                  and binding agreement of ACCH enforceable against ACCH in
                  accordance with its respective terms, except as the same may
                  be limited by bankruptcy, insolvency, reorganization,
                  moratorium and other similar laws and related court decisions
                  of general applicability relating to or affecting creditors'
                  rights generally and by the application of general principles
                  of equity.

                     (c)   Consents and Approvals; No Violation.

                           There is no requirement applicable to ACCH (that has
                  not been previously satisfied) to make any material filing
                  with, or to obtain any material permit, authorization, consent
                  or approval of, any Governmental Authority or other Person in
                  connection with the ACCH Program.

                           The execution, delivery and performance of this
                  Agreement by ACCH will not (i) violate, conflict with or
                  result in any breach of any provision of the organizational
                  documents of ACCH, (ii) violate, conflict with or result in a
                  breach or default (or give rise to any right of termination,
                  cancellation or acceleration) under any of the terms,
                  conditions or provisions of any note, bond, mortgage, deed of
                  trust, agreement, indenture, lease or other instrument or
                  obligation to which ACCH is a party or by which any of its
                  assets may be bound, or (iii) violate or conflict with, in any
                  material respect, any Law, order, writ, injunction, rule or
                  decree applicable to ACCH or any of its assets.

<PAGE>
                     (d) Governmental Authorizations. All authorizations,
                  consents, orders and approvals of, or other action by, any
                  Governmental Authority that are required to be obtained by
                  ACCH, and all notices to and filing with any Governmental
                  Authority that are required to be made by ACCH, including in
                  the case of each of the foregoing those pertaining to the ACCH
                  Program and the execution of this Agreement, have been
                  obtained or made and are in full force and effect, except
                  where the failure to obtain or to make any such authorization,
                  consent order, approval, notice or filing, individually or in
                  the aggregate for all such failures, would not have a Material
                  Adverse Effect on ACCH. ACCH, as a division of National Auto
                  Finance Company, Inc., operates under the authority of the
                  Licenses, none of which is subject to any restriction or
                  condition which could materially adversely affect the ACCH
                  Program. The Licenses are valid for the full term thereof, are
                  in good standing and full force and effect and are not subject
                  to any liens, encumbrances, charges or other claims.

                     (e) Compliance with Laws. The operations of the ACCH
                  Program are in compliance in all respects with all Licenses
                  and all applicable Laws, except to the extent that any such
                  non- compliance, individually or in the aggregate, would not
                  have a Material Adverse Effect on ACCH or the ACCH Program.

                     (f) Litigation. Except in the ordinary course of the
                  recovery of obligations of third parties to ACCH, no action,
                  suit, litigation, arbitration, dispute, proceeding,
                  governmental investigation or governmental audit is pending
                  against, or to the knowledge of ACCH is threatened against,
                  ACCH or any of its assets or businesses that is reasonably
                  likely to have a Material Adverse Effect on the obligations of
                  ACCH contemplated by this Agreement.


SECTION 6.        REPRESENTATIONS AND WARRANTIES OF BANK.
                  --------------------------------------

         Bank represents and warrants to ACCH as follows:

                     (a) Organization and Standing. Bank is a national banking
                  association duly organized, validly existing and in good
                  standing under the laws of the United States.

                     (b) Authorization and Binding Obligation. Bank has full
                  corporate power and authority to execute and deliver this
                  Agreement and to perform and comply with all terms, covenants
                  and conditions to be performed and complied with by it
                  hereunder. The execution, delivery and performance of this
                  Agreement by Bank have been duly and validly authorized by all
                  necessary corporate action on the part of Bank. This Agreement
                  has been duly and validly executed and delivered by Bank and
                  constitutes a legal, valid and binding agreement of Bank,
                  enforceable against Bank in accordance with its terms, except
                  as the same may be limited by bankruptcy, insolvency,
                  reorganization, moratorium and other similar laws and related
                  court decisions of general applicability relating to or
                  affecting creditors' rights generally and by the application
                  of general principles of equity.

<PAGE>

                     (c)   Consents and Approvals; No Violation.

                           There is no requirement applicable to Bank (that has
                  not been previously satisfied) to make any material filing
                  with, or to obtain any material permit, authorization, consent
                  or approval of, any Governmental Authority or other Person in
                  connection with the performance of the Bank's obligations set
                  forth in this Agreement.

                           The execution, delivery and performance of this
                  Agreement by Bank will not (i) violate, conflict with or
                  result in any breach of any provision of the organizational
                  documents of Bank, (ii) violate, conflict with or result in a
                  breach or default (or give rise to any right of termination,
                  cancellation or acceleration) under any of the terms,
                  conditions or provisions of any note, bond, mortgage, deed of
                  trust, agreement, indenture, lease or other instrument or
                  obligation to which Bank is a party or by which any of its
                  assets may be bound, or (iii) violate or conflict with, in any
                  material respect, any Law, order, writ, injunction, rule or
                  decree applicable to Bank or any of its assets.

                     (d) Governmental Authorizations. All authorizations,
                  consents, orders and approvals of, or other action by, any
                  Governmental Authority that are required to be obtained by
                  Bank, and all notices to and filing with any Governmental
                  Authority that are required to be made by Bank, including in
                  the case of each of the foregoing those pertaining to the
                  execution, delivery and performance of this Agreement, have
                  been obtained or made and are in full force and effect, except
                  where the failure to obtain or to make any such authorization,
                  consent order, approval, notice or filing, individually or in
                  the aggregate for all such failures, would not have a Material
                  Adverse Effect on Bank.

                     (e) Compliance with Laws. The execution and delivery of
                  this Agreement and the performance by Bank of its obligations
                  under this Agreement do not violate in any respects any
                  applicable Laws, except to the extent that any such violation,
                  individually or in the aggregate, would not have a Material
                  Adverse Effect on Bank.

                     (f) Litigation. No action, suit, litigation, arbitration,
                  dispute, proceeding, governmental investigation or
                  governmental audit is pending against, or to the knowledge of
                  Bank is threatened against, Bank or any of its assets or
                  businesses that is reasonably likely to have a Material
                  Adverse Effect on the obligations of Bank contemplated by this
                  Agreement.

                     (g) Dealers and Dealer Agreements. The receipt by Bank from
                  ACCH of a referral fee pursuant to the terms of this Agreement
                  with respect to each Referral constitutes, and shall
                  constitute, an express representation and warranty by Bank to
                  ACCH that the Dealer relating to such Referral satisfies each
                  of the conditions of a "Dealer" (as such conditions are set
                  forth in the definition of such term in this Agreement) as of
                  the date such Referral actually closed and was funded by ACCH.


SECTION 7.        COVENANTS OF ACCH.
                  -----------------

<PAGE>
         So long as this Agreement remains in effect, ACCH shall perform and
comply with the covenants contained in this Section.

                     (a) Payment of Referral Fees. On or before the twentieth
                  (20th) day of each calendar month for the preceding calendar
                  month during the term of this Agreement, ACCH shall pay to
                  Bank the referral fees payable to the Bank for the previous
                  calendar month in accordance with the terms of this Agreement
                  and the Referral Fees Payment Schedule set forth on Schedule 1
                  attached hereto.

                     (b) Credit Criteria. ACCH shall deliver to Bank and to
                  Dealers the written credit criteria of ACCH which Dealers
                  shall utilize in determining whether a particular application
                  constitutes a Non-Prime Application. ACCH reserves the right
                  to modify and amend, from time to time, the written credit
                  criteria of ACCH by giving written notice to Bank and to
                  Dealers, which modified written credit criteria shall be
                  effective one Business Day after receipt by Bank and a
                  particular Dealer.

                     (c) Reports. ACCH shall maintain true and complete books
                  and records of account and shall comply with the following
                  delivery and notice requirements:

                                        (i) ACCH shall maintain and implement,
                           or cause to be maintained and implemented,
                           administrative and operating procedures (including
                           records evidencing its Contracts and all Applications
                           reviewed by it) and shall keep and maintain, or cause
                           to be kept and maintained, all documents, books,
                           records, and other information which, in the
                           reasonable determination of Bank, are necessary or
                           advisable to monitor the results of the ACCH Program.

                                        (ii)Each calendar month, ACCH shall
                           furnish to Bank, for each Dealer Bank refers to ACCH,
                           (a) the number of Applications delivered to ACCH for
                           the previous calendar month , (b) the disposition of
                           the Applications for the previous calendar month, (c)
                           details of funded Contracts, including dollars
                           booked, and (d) the number of Referrals occurring in
                           the previous calendar month.

                     (d) Inspection. At all reasonable times after written
                  notice within normal business hours, ACCH shall permit any
                  authorized representatives designated by Bank to visit and
                  inspect, conduct accounting reviews of, any of the properties
                  of ACCH and their books and records solely relating to the
                  ACCH Program, and to take abstracts therefrom and make copies
                  thereof, and to discuss ACCH's business, financial condition
                  and operations with the management and independent accountants
                  of ACCH, at Bank's sole cost and expense; provided, however,
                  that neither Bank nor any of its representatives shall conduct
                  any such inspection more than semi- annually.


                     (e) Compliance with Laws. ACCH shall comply in all respect
                  with all Licenses and all applicable Laws (including, without
                  limitation, all applicable commercial/consumer Laws), except
                  to the extent that any such non-compliance, individually or in
                  the aggregate, would not have a Material Adverse Effect on
                  ACCH or the ACCH Program.

<PAGE>

SECTION 8.        COVENANTS OF BANK.
                  -----------------

         So long as this Agreement remains in effect, Bank shall perform and
comply with the covenants contained in this Section.

                     (a) Referral of Applications. Bank shall request that its
                  Dealers promptly refer to ACCH all Applications as soon as
                  possible after such Applications are received by such Dealer.

                     (b) Marketing. Bank shall use commercially reasonable
                  efforts to market the ACCH Program as part of, and in
                  connection with, the Bank's general marketing efforts to
                  Dealers and in connection with the marketing efforts of ACCH.
                  Without limiting the foregoing, the Bank shall cause its sales
                  representatives to introduce ACCH and the ACCH Program to each
                  of the Dealers in good standing with the Bank on or before 180
                  days after the date of this Agreement.

                     (c) Records and Reports. Bank shall furnish to ACCH such
                  information concerning Dealer financial and business affairs
                  (including without limitation sufficient information to verify
                  the representation and warranty of Bank set forth in Section
                  6(g) of this Agreement) as ACCH may request.

                     (d) Inspection. At all reasonable times after written
                  notice, the Bank shall permit any authorized representatives
                  designated by ACCH to visit and inspect, conduct accounting
                  reviews of, any of the properties of the Bank and its books
                  and records with respect to the Bank's obligations and
                  representations under this Agreement and to take abstracts
                  therefrom and make copies thereof, and to discuss Bank
                  affairs, finances and accounts with the management, employees
                  and independent accountants of Bank, at ACCH's sole cost and
                  expense; provided, however, that neither ACCH nor any of its
                  representatives shall conduct any such inspection more than
                  semi-annually.

                     (e) Compliance with Laws. Bank shall comply in all respect
                  with all applicable Laws (including, without limitation, all
                  applicable commercial/consumer Laws) with respect to the
                  performance of Bank's obligations under this Agreement, except
                  to the extent that any such non-compliance, individually or in
                  the aggregate, would not have a Material Adverse Effect on
                  Bank.



<PAGE>


SECTION 9.        JOINT COVENANTS OF BANK AND ACCH.
                  --------------------------------

         So long as this Agreement remains in effect, Bank and ACCH shall each
use commercially reasonable efforts to cooperate in performing and complying
with the covenants contained in this Section.

                     (a) Plan. Bank and ACCH shall determine a plan for phased
                  implementation of the ACCH Program to Dealers in good standing
                  with Bank on or before 180 days of the date of this Agreement.

                     (b) Priority Order of Dealers. Bank and ACCH shall
                  determine the order of priority of Dealers to whom Bank sales
                  representatives should be introduced.

                     (c) Marketing. Bank and ACCH shall develop, market and
                  implement incentive programs, special promotions and related
                  sales and marketing devices, as appropriate, relating to the
                  ACCH Program.

                     (d) Confidentiality. The parties hereto acknowledge that
                  they have had, and may in the future have, access to certain
                  confidential and proprietary information of the other in
                  connection with or related to the ACCH Program or related to
                  the respective parties more generally, and such information
                  constitutes valuable, special and unique property of the
                  parties and shall be deemed to be confidential. This
                  information may only be used in the provision of services
                  under this Agreement. The parties hereto agree that they will
                  not, for any reason or purpose whatsoever, use or allow to be
                  used any such information or reveal or disclose any such
                  information to any Person other than the parties hereto and
                  those agents, employees and representatives thereof to the
                  extent that access to such information is necessary for a
                  particular agent, employee and representative to perform such
                  functions contemplated by this Agreement (who shall also agree
                  not to disclose such information except as permitted by this
                  Section 9(d), except (i) as expressly consented to by all of
                  the other parties, (ii) as required by Law, or (iii) is or
                  becomes generally available to the public under circumstances
                  which do not involve a breach of the terms hereof. Without
                  limiting the generality of the foregoing provisions of this
                  Section 9(d), except as required by Law, no party hereto shall
                  issue a press release or make other public (or private)
                  disclosure regarding the ACCH Program arising out of this
                  Agreement without the written consent of the other parties
                  hereto, which written consent shall not be unreasonably
                  withheld.


SECTION 10.       TERMINATION OF AGREEMENT.
                  ------------------------

                     (a) Termination. The term (the "Term") of this Agreement
                  shall be for an initial period of two (2) years from the date
                  hereof, automatically renewing for successive one-year terms
                  thereafter unless written notice of such non-renewal shall be
                  given by either party to the other at least sixty days prior
                  to the expiration of the then-current Term, except that this
                  Agreement shall be terminated prior thereto upon the happening
                  of any of the following events:

<PAGE>

                                        (i) at any time by mutual written 
                           consent of Bank and ACCH;

                                        (ii)at the Bank's election, if ACCH is
                           in default, breach or noncompliance in any respect of
                           its representations, warranties, covenants or
                           agreements under this Agreement and ACCH fails to
                           cure such default, breach or noncompliance after the
                           expiration of thirty (30) days after written notice
                           is received by ACCH from Bank;

                                        (iii) at ACCH's election, if Bank is in
                           default, breach or noncompliance in any respect of
                           its representations, warranties, covenants or
                           agreements under this Agreement and Bank fails to
                           cure such default, breach or noncompliance after the
                           expiration of thirty (30) days after written notice
                           is received by Bank from ACCH;

                                        (iv)after the expiration of 180 days
                           after the date of this Agreement, by either ACCH or
                           Bank by giving written notice to the other party,
                           provided that such termination shall not be effective
                           until the expiration of ninety (90) days after the
                           date of such written notice of termination; or

                                        (v) if either party makes an assignment
                           for the benefit of creditors or admits in writing its
                           inability pay its debts when due, or if any
                           liquidation, dissolution, bankruptcy, reorganization,
                           insolvency, or other proceeding for the relief of
                           financially distressed debtors is commenced by or
                           against such party, or a receiver, liquidator,
                           custodian or trustee is appointed for such party or a
                           substantial part of such party's assets (but if any
                           of the foregoing occurs involuntarily, dissolution
                           shall not occur unless the same is not dismissed,
                           stayed or discharged within ninety (90) days), or if
                           an offer for relief is entered against such party
                           under Title 11 of the United States Code.

                     (b) Procedure and Effect of Termination. In the event of
                  termination of this Agreement by either or both of Bank and/or
                  ACCH pursuant to this Section (except for termination as a
                  result of the expiration of the Term, in which case this
                  Agreement shall terminate without any further action), prompt
                  written notice thereof shall forthwith be given to the other
                  party and this Agreement shall terminate without further
                  action by either party hereto; provided, however, that the
                  obligations of ACCH to make payments for Referrals made during
                  the previous month as required by Section 7 and to make such
                  reports regarding the previous month as required by Section 7
                  shall survive. If this Agreement is terminated as provided in
                  this Section 10, all written information received by a party
                  hereto with respect to the business of the other party or its
                  Affiliates or divisions (other than information which is a
                  matter of public knowledge at the time of disclosure to the
                  other party or which has been disclosed to the general public
                  by mutual agreement of the parties or which is required to be
                  filed as public information with any Governmental Authority)
                  shall not at any time be used for the advantage of, or
                  disclosed to third parties by, such party for any reason
                  whatsoever.

                           Notwithstanding anything to the contrary in this
                  Agreement, if either party is in default, breach or
                  noncompliance in any material respect of its representations,
                  warranties, covenants or agreements under this Agreement (and

<PAGE>
                  such party fails to cure such default, breach or noncompliance
                  within the cure period set forth in this Section 10), then and
                  in that event, the other party shall have the right to seek
                  all remedies available to it as provided hereunder or at law
                  or equity.
                           In addition to such continuing obligations described
                  above in this Section 10(b), the termination of this Agreement
                  shall not discharge any party hereto from any obligation which
                  it owes to the other party immediately prior to or as a result
                  of such termination.


SECTION 11.       INDEMNIFICATION.
                  ---------------

                     (a) ACCH Indemnification of Bank. ACCH shall indemnify and
                  hold harmless Bank, each of its successors and all partners,
                  owners, officers, directors, shareholders, employees and
                  agents of Bank and their respective Affiliates from and
                  against any loss, liability, expense, claim, damage or injury
                  suffered or sustained by reason of any acts, omissions or
                  alleged acts or omissions of ACCH and its Affiliates pursuant
                  to this Agreement arising out of or based on the arrangement
                  created by this Agreement and the activities of any such
                  Persons taken pursuant thereto, including, without limitation,
                  actions against Bank related to the Contracts, fees charged in
                  connection with the Contracts, the Applications or any
                  policies or procedures related to the Contracts or
                  Applications, including any judgment, award, settlement,
                  reasonable attorneys' fees and other costs or expense incurred
                  in connection with the defense of any actual or threatened
                  action, proceeding or claim or if any party to a Referral of
                  an Application alleges any actual or threatened action,
                  proceeding or claim against Bank alleging that the execution
                  of this Agreement as of the date first above written is in
                  violation of any state or federal statutes, laws or
                  regulations affecting the validity of this Agreement;
                  provided, however, that no indemnification shall be required
                  under this Section 11 if such acts, omissions or alleged acts
                  or omissions constitute violations of Law (unless such
                  violations of Law arose from acts or omissions of ACCH),
                  fraud, gross negligence or willful misconduct by Bank or its
                  Affiliates; and provided, further, that no indemnification
                  shall be required for any liabilities, cost or expense of Bank
                  and its Affiliates with respect to any federal, state or local
                  income or franchise taxes (or any interest or penalties with
                  respect thereto) required to be paid by Bank or any of its
                  Affiliates in connection herewith to any taxing authority. Any
                  indemnification under this Section 11 shall survive the
                  termination of this Agreement.

                     (b) Bank Indemnification of ACCH. Bank shall indemnify and
                  hold harmless ACCH, each of its successors and all partners,
                  owners, officers, directors, shareholders, employees and
                  agents of ACCH and their respective Affiliates from and
                  against any loss, liability, expense, claim, damage or injury
                  suffered or sustained by reason of any acts, omissions or
                  alleged acts or omissions of Bank and its Affiliates pursuant
                  to this Agreement arising out of or based on the arrangement
                  created by this Agreement and the activities of any such
                  Persons taken pursuant thereto, including, without limitation,
                  actions against ACCH related to the Contracts, the
                  Applications or any policies or procedures related to the
                  Contracts or Applications, including any judgment, award,
                  settlement, reasonable attorneys' fees and other costs or
                  expense incurred in connection with the defense of any actual
                  or threatened action, proceeding or claim or if any party to a
                  Referral of an Application by Bank alleges that the execution
                  of this Agreement as of the date first above written is in
                  violation of any state or federal statutes, laws or
                  regulations affecting the validity of the Agreement; provided,
                  however, that no indemnification shall be required under this
                  Section 11 if such acts,

<PAGE>

                  omissions or alleged acts or omissions constitute violations
                  of Law, fraud, gross negligence or willful misconduct by
                  ACCH or its Affiliates; and provided, further, that no
                  indemnification shall be required for any liabilities, costs
                  or expense of ACCH and its Affiliates with respect to any
                  federal, state or local income or franchise taxes (or any
                  interest or penalties with respect thereto) required to be
                  paid by ACCH or any of its Affiliates in connection herewith
                  to any taxing authority. Any indemnification under this
                  Section 11 shall survive the termination of this Agreement.


SECTION 12.       ASSIGNMENT.
                  ----------

         This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either party without the
prior written consent of the other.


SECTION 13.       GENERAL.
                  -------

                     (a) Entire Agreement. This Agreement embodies the entire
                  agreement and understanding of the parties hereto in respect
                  of the subject matters hereof. This Agreement supersedes all
                  prior negotiations, agreements and understandings between the
                  parties with respect to the subject matters hereof and all
                  letters of intent and other writings relating to such
                  negotiations, agreements and understandings.

                     (b) Notices. Any notice, demand or request required or
                  permitted to be given under the provisions of this Agreement
                  shall be in writing and delivered personally, by facsimile,
                  reputable overnight courier service or by registered or
                  certified mail to the following addresses, or to such other
                  address as any party may request by notifying the other
                  parties hereto:

                         To Bank:

                         U.S. Bank, N.A.
                         Dealer Financial Services
                         Mail Stop MPFP 1403
                         601 Second Avenue South
                         Minneapolis, MN 55402-4302  Telephone: (612) 973-3481
                         Attention: David J.Herpers  Facsimile: (612) 973-4436

                         To ACCH:

                         Auto Credit Clearinghouse
                         621 N.W. 53rd Street, Suite 200
                         Boca Raton, Florida  33487  Telephone: (800) 999-7535
                         Attention:  David B. Hammer Facsimile: (800) 436-4178


<PAGE>

                     (c) Waiver. The failure of any party at any time to insist
                  upon strict performance of any promise, agreement, or
                  understanding set forth in this Agreement shall not be
                  construed as a waiver or relinquishment of the right to insist
                  upon strict performance of the same or any other promise,
                  agreement, or understanding at a future time.

                     (d) Rights of Third Parties. Nothing herein shall be
                  construed to be to the benefit of or enforceable by any Person
                  other than the parties hereto.

                     (e) Waiver of Trial by Jury. To the maximum extent
                  permitted by law, the parties hereby waive any right that they
                  may have to a trial by jury of any dispute (whether a claim in
                  tort, contract, equity or otherwise) arising under or relating
                  to this Agreement, and agree that any such dispute shall be
                  tried before a judge sitting without a jury.

                     (f) Damages. The extent of any liability to either party
                  under this Agreement shall not exceed the amount of the
                  consideration and referral fees received by the Bank under
                  this Agreement. Furthermore, incidental, consequential, and
                  punitive damages shall be prohibited.

                     (g) Legal Fees and Expenses. Should any of the parties
                  hereto institute any action or proceeding in court to enforce
                  any provision hereof or for damages by reason of any alleged
                  breach of any provision of this Agreement or for any other
                  judicial remedy, the prevailing party shall be entitled to
                  receive from the losing party all reasonable attorneys' fees
                  and all court costs in connection with said proceeding, except
                  that this Section 13(g) shall not apply in the context of an
                  indemnification under either Section 11 or 13(o). Except as
                  otherwise expressly provided in this Agreement, each party
                  will bear its respective expenses incurred in connection with
                  the preparation, execution, and performance thereby, including
                  all fees and expenses of agents, representatives, counsel and
                  accountants.

                     (h) Severability. If any provision of this Agreement or its
                  application to any party of circumstances shall be determined
                  by any court of competent jurisdiction to be invalid and
                  unenforceable to any extent, the remainder of this Agreement,
                  or the application of such provision to Persons or
                  circumstances other than those as to which it is so determined
                  invalid or unenforceable, shall not be affected thereby, and
                  each provision hereof shall be valid and shall be enforced to
                  the fullest extent permitted by law.

                     (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
                  LAWS OF THE STATE OF MINNESOTA (WITHOUT REGARD TO ITS LAWS
                  PERTAINING TO CONFLICTS OF LAW) AS TO ALL MATTERS, INCLUDING
                  BUT NOT LIMITED TO MATTERS OF VALIDITY, CONSTRUCTION, EFFECT,
                  PERFORMANCE AND REMEDIES.

                     (j) Amendment and Modification. This Agreement may be
                  amended, modified or supplemented only by written agreement of
                  Bank and ACCH and their respective successors or assigns,
                  provided that this Section 13(j) may not be amended in any
                  circumstance.

<PAGE>
                     (k) Headings. The headings are for convenience only and
                  shall not affect the meaning or construction of this
                  Agreement.

                     (l) No Partnership. The parties hereto do not intend by
                  this Agreement to create a joint venture, partnership or other
                  entity or any agency or representative relationship between or
                  among the parties, and no party hereto shall make any
                  representations (written or otherwise) that implies or
                  suggests that any such relationship exists.

                     (m) Arbitration. The term "disputes" includes, without
                  limitation, any disagreements between the parties pertaining
                  to this Agreement. If the parties hereto are unable to resolve
                  their disputes by negotiation, the parties hereto agree to
                  resolve their disputes by Arbitration. Either party may
                  commence Arbitration by sending a written Demand For
                  Arbitration to the American Arbitration Association ("AAA") by
                  registered or certified mail to the other party and to AAA, as
                  Arbitrator. The Demand For Arbitration must contain a
                  description of the dispute, the amount involved, and the
                  remedy sought. The Arbitrator must be an individual possessing
                  a current valid bar license and must be experienced in
                  automobile finance matters. The Arbitrator shall be selected
                  by agreement of the parties from lists supplied by AAA. If the
                  parties hereto are unable to agree, AAA will provide the names
                  of three (3) qualified Arbitrators, and each party shall
                  strike one (1) name. The remaining Arbitrator shall serve as
                  the Arbitrator in the Arbitration proceedings. The Arbitration
                  shall be conducted in a mutually agreeable location in
                  accordance with the Rules promulgated by AAA. The Arbitration
                  shall be conducted with the widest rights of discovery as
                  provided in applicable law by all parties, and each party
                  shall have the right to cross-examine the opposing party's
                  witnesses, either through legal counsel, expert witnesses or
                  both. As part of the Arbitrator's decision, the Arbitrator
                  shall allocate the costs of Arbitration, including fees of
                  attorneys and experts as he or she deems fair and equitable in
                  light of all relevant circumstances, including the costs of
                  in-house legal services provided on behalf of ACCH or Bank.
                  The decision of the Arbitrator shall be final, binding and
                  conclusive on all parties. The only ground for appeal shall be
                  that the Arbitrator committed an error or errors of law and
                  those grounds permitted for an appeal of a final arbitration
                  award under applicable law.

                     (n) Time of Essence. With regard to all dates and time
                  periods set forth or referred to in this Agreement, time is of
                  the essence.

                     (o) No Brokers. Each of ACCH and Bank hereby represent and
                  warrant to the other that it has not employed any agents,
                  finders, brokers or other such parties in connection with this
                  transaction. Each party hereby agrees to indemnify, defend and
                  hold the other harmless from and against any and all claims,
                  causes of action, losses, costs, expenses, damages or
                  liabilities, including reasonable attorneys' fees, court costs
                  and disbursements, which the other may sustain, incur or be
                  exposed to by reason of any claim or claims of all agents,
                  finders, brokers or other such parties claiming fees,

<PAGE>
                  commissions or other compensation arising out of the acts or
                  omissions of the indemnifying party or claiming by, through or
                  under such indemnifying party. This indemnification is in
                  addition to and not in lieu of the indemnification set forth
                  in Section 11.

                     (p) Further Assurances. The parties agree (i) to furnish
                  upon request to each other such further information, (ii) to
                  execute and deliver to each other such other documents
                  reasonable acceptable to such party, and (iii) to do such
                  other acts and things, all as the other party may reasonably
                  request for the purpose of carrying out the intent of this
                  Agreement and the documents referred to in each of such
                  agreements.

                     (q) Counterparts; Facsimile Signatures. This Agreement may
                  be executed in counterparts, each of which, when so executed,
                  shall be deemed an original, and all such counterparts
                  together shall constitute one and the same instrument. Both
                  parties agree to accept a facsimile signature on this
                  Agreement as an execution signature.


         IN WITNESS WHEREOF, the parties hereto have caused this Referral
Agreement to be signed by their duly authorized officers as of the date first
above written.


                  Auto Credit Clearinghouse, a division of

                  NATIONAL AUTO FINANCE COMPANY, INC.

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



                                U.S. BANK, N.A.

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



<PAGE>
                                   Schedule 1


                     PROPOSED REFERRAL FEES PAYMENT SCHEDULE
                                     between
             Auto Credit Clearinghouse, a Division of National Auto
                         Finance Company, Inc. ("ACCH")
                                       and
                                 U.S. Bank, N.A.


 C.      In any calendar month during the Term of the Referral Agreement, in the
         event that ACCH actually closes and funds less than 51 Referrals in
         such calendar month, then ACCH shall pay to Bank the sum of $175 per
         Referral in such calendar month, which payment shall be made as set
         forth in the Referral Agreement.

                      o In any calendar month during the Term of the Referral
                  Agreement, in the event that ACCH actually closes and funds
                  less than 51 Referrals with a funding ratio (contracts funded
                  to applications processed) of 10% or greater, ACCH shall pay
                  to Bank an additional sum of $25 per Referral, and if 20% or
                  greater, ACCH shall pay to Bank an additional sum of $25.


 D.      In any calendar month during the Term of the Referral Agreement, in the
         event that ACCH actually closes and funds greater than 50 and less than
         101 Referrals in such calendar month, then ACCH shall pay to Bank the
         sum of $200 per Referral in such calendar month, which payment shall be
         made as set forth in the Referral Agreement.

                      o In any calendar month during the Term of the Referral
                  Agreement, in the event that ACCH actually closes and funds
                  greater than 50 and less than 101 Referrals with a funding
                  ratio (contracts funded to applications processed) of 10% or
                  greater, ACCH shall pay to Bank an additional sum of $25 per
                  Referral, and if 20% or greater, ACCH shall pay to Bank an
                  additional sum of $25.


 E.      In any calendar month during the Term of the Referral Agreement, in the
         event that ACCH actually closes and funds greater than 100 and less
         than 151 Referrals in such calendar month, then ACCH shall pay to Bank
         the sum of $225 per Referral in such calendar month, which payment
         shall be made as set forth in the Referral Agreement.

                      o In any calendar month during the Term of the Referral
                  Agreement, in the event that ACCH actually closes and funds
                  greater than 100 and less than 151 Referrals with a funding
                  ratio (contracts funded to applications processed) of 10% or
                  greater, ACCH shall pay to Bank an additional sum of $25 per
                  Referral, and if 20% or greater, ACCH shall pay to Bank an
                  additional sum of $25.



<PAGE>



 F.      In any calendar month during the Term of the Referral Agreement, in the
         event that ACCH actually closes and funds greater than 150 Referrals in
         such calendar month, then ACCH shall pay to Bank the sum of $275 per
         Referral in such calendar month, which payment shall be made as set
         forth in the Referral Agreement.

                      o In any calendar month during the Term of the Referral
                  Agreement, in the event that ACCH actually closes and funds
                  greater than 150 Referrals with a funding ratio (contracts
                  funded to applications processed) of 10% or greater, ACCH
                  shall pay to Bank an additional sum of $50 per Referral, and
                  if 20% or greater, ACCH shall pay to Bank an additional sum of
                  $25.