SUN COAST CAPITAL CORP.
110 WALL STREET
NEW YORK, NEW YORK 10005

June 6, 1997

Bruce Bendell
Chairman of the Board
Fidelity Holdings Inc.
80-02 Kew Gardens Road
Suite 5000
Kew Gardens, New York 11415

Dear Mr. Bendell:

This letter has reference to discussions between Sun Coast Capital Corp.
("Underwriter") and Fidelity Holdings Inc. ("Company") concerning a proposed
public offering of the Company's common stock ("Common SOW).

We have made a preliminary analysis of the Company and will continue to
familiarize ourselves with its business, operations and financial condition. The
purpose of this letter ("Commitment Letter") is to state our present intention,
subject to market and other conditions prevailing at the time of the public
offering, to underwrite on a firm commitment basis the public offering by the
Company ("Offering") of the following securities ("Offered Securities"):
1,000,000 shares of Common Stock at a price between $6 and $8 per share
("Stock"). We may conduct the Offering ourselves or, if we deem it appropriate,
through a group of securities firms which we would organize and manage.

The Underwriter would purchase the Offered Securities from the Company
contemporaneously with the effectiveness of an underwriting agreement
("Underwriting Agreement") at a price per share to be mutually agreed, based on
market conditions and other factors, less an underwriting discount of 10%
("Underwriting Discount"). The Company agrees to grant the Underwriter an
over-allotment option exercisable for 45 days from the Offering Date
("Registration Statement") to purchase up to a further 15% of the number of
Offered Securities at the offering price less the Underwriting Discount.

In addition to other compensation contemplated by this letter, the Underwriter
will be entitled to 100,000 warrants to purchase Common Stock. These warrants
would have an exercise price equal to 110% of the price at which the Stock is
actually sold in
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Bruce Bendell     2     June 6, 1997


the Offering, would become exercisable on the first anniversary of the Offering
Date, and would expire on the fifth anniversary of the Offering Date.

The Underwriter understands that the Company wishes to complete the Offering
prior to September 30, 1997, and for its part will use all reasonable efforts to
achieve that result. The Underwriter understands and agrees that the Company's
desire to consummate the Offering depends upon successful completion of the
Company's acquisition of Major Automotive, which in turn depends upon approval
of that proposed transaction by certain major automobile manufacturers including
General Motors Corporation, Subaru of America and Chrysler Corporation.

The Underwriter intends to make a market in Common Stock following the effective
date of the Offering, but must reserve the right to discontinue doing so at any
time in its discretion.

Because substantial resources must be committed in order to prepare for the
Offering, we ask that you confirm your agreement to the following terms and
conditions, in addition to those that will be included in the underwriting
agreement to be negotiated prior to the offering:

1. Information. The Company agrees to furnish the Underwriter such information
about the Company, including detailed financial information, as the Underwriter
may request from time to time. The Company will take responsibility for
preparation and filing with the United States Securities and Exchange Commission
of a Registration Statement on Form SB-2 relating to the Offered Securities,
including financial statements and information prepared by an independent public
accounting firm of recognized national standing. We will take responsibility for
preparation of the Underwriting Agreement, the Agreement Among Underwriters (if
used) and the Selected Dealers Agreement and make all required filings with the
National Association of Securities Dealers and the various state securities
regulatory agencies that are required in connection with the Offering.

2. Exclusivity. From and after execution of this Commitment Letter to and
including the earlier of (a) its termination and (b) execution of the
Underwriting Agreement, (i) the Underwriter will be the Company's sole and
exclusive representative in connection with the Offering, and (ii) the Company
will not negotiate with any other entity concerning the public or private sale
of equity securities issued or to be issued by the Company.

3. No Conflict. The Company represents that the execution and delivery of this
Commitment Letter and the Company's performance of obligations hereunder does
not and will not conflict with, or result in breach of, any agreement or letter
of intent between the Company and an entity other than the Underwriter.
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Bruce Bendell     3     June 6, 1997


4. Lock-Up. Each of the Company's officers and directors will agree not to sell
any Common Stock without the Underwriter's consent, not to be unreasonably
withheld, during the period commencing on the filing date of the Registration
Statement and ending one year after completion of the Offering.

5. Expenses. (a) The Company will pay all expenses incurred in connection with
the Offering, including fees and expenses of Company accountants and legal
counsel and expenses incurred in connection with (i) preparation, printing,
filing, mailing and delivery of the Registration Statement and prospectus in
preliminary and final form and any amendments thereto, including without
limitation any fees payable to the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.,(ii) if applicable, listing or
qualification of the Securities for trading on the NASDAQ National Market, (iii)
printing and mailing the Underwriting Agreement and related documents, (iv)
issuance, transfer and delivery of the Securities, qualification, registration
or exemption, if required, of the Securities under the laws of those states in
which the Underwriter reasonably determines to offer the Securities, including
costs of preparing, printing and mailing "Blue Sky" surveys and fees and
disbursements of Underwriter's counsel in connection therewith; (v) the
Company's and the Underwriter's travel in connection with a reasonable number of
informational meetings with the brokerage community and institutional investors,
(vi) costs of such tombstone advertisements as it reasonably elects to publish
and (vii) settlement in same-day funds if desired by the Company. The
Underwriter will bear all fees and expenses of its legal counsel and its other
incidental costs and expenses that are not covered under clauses (i) - (vii)
above.

(b) In addition to the payment of expenses by the Company as provided in clauses
(i) (vii) of paragraph 5(a), the Company will reimburse the Underwriter for its
expenses on a non-accountable basis in an amount equal to 3% of the aggregate
offering price of the Securities, of which $25,000 shall be paid upon execution
by the Company of this letter, a further $25,000 shall be paid 75 days after the
initial filing of Form SB-2 is made with the Securities and Exchange Commission,
and the balance shall be paid at the consummation of the Offering.

6. Termination. This Commitment Letter may be terminated by the Company or the
Underwriter at any time by giving the other written notice of termination. In
that event the Company will be responsible for (i) payment of fees and
disbursements covered by clauses (i) - (vi) of paragraph 5(a) and (ii)
reimbursement, indemnification and contribution obligations as set forth in
paragraph 9 below.

7. Certain Conditions. The Company understands that the Underwriter's intent to
act as lead or sole underwriter and to enter into the Underwriting Agreement is
subject, among other things, to (a) the Underwriter's and any prospective
co-underwriters' satisfaction with the Company's financial condition, results of
operation, current earnings and prospects, (b) completion to the Underwriter's
satisfaction of the Underwriter's investigation into the Company's business, (c)
market conditions
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Bruce Bendell     4     June 6, 1997


prevailing at the time of the Offering, (d) preparation of the Registration
Statement and other documents related to the Offering to the satisfaction of the
Underwriter and its legal counsel, (e) compliance to the Underwriter's counsel's
satisfaction with all legal requirements applicable to the Offering, (f) absence
of any legal or regulatory action involving the Company which if determined
adversely to the Company could have a material adverse effect on its business,
assets or financial condition, and (g) absence of any qualification by the
Company's independent public accounting firm of its opinion with respect to the
Company's financial statements included in the Registration Statement. Moreover,
the Company acknowledges and agrees that the Underwriter shall not incur any
obligation whatever to the Company unless and until a definitive Underwriting
Agreement in respect of the Offering is executed and delivered by the Company
and the Underwriter.

8.Underwriting Agreement. The Offering will be conducted pursuant to an
Underwriting Agreement which will (i) contain customary representations and
warranties from the Company, (H) require delivery of a comfort letter from the
Company's independent certified public accountants that is acceptable to the
Underwriter, (iii) provide for indemnification by the Company of the Underwriter
and any co-underwriters for (among other things) any material misstatement or
omission in the Registration Statement or, should the indemnification provisions
be determined to be unenforceable, customary provisions providing for
contribution among the parties, (iv) contain customary provisions allowing
termination of the Offering under certain circumstances such as (but not limited
to) a material adverse change or development in or affecting the publicly-held
securities markets or the Company or the Company's earnings, business or
management. The Company will use the services of a financial printing firm in
connection with all printed documentation relating to the Offering, as well as a
transfer agent for the Securities, both to be reasonably acceptable to the
Underwriter.

Indemnity and Contribution. Should the Underwriter become involved in any
capacity in any action, proceeding or investigation brought by or against any
person in connection with any of the matters to which this Commitment Letter
refers, the Company will periodically reimburse the Underwriter for its legal
and other expenses (including the cost of any investigation and preparation)
incurred in connection therewith. The Company will also indemnify the
Underwriter against any loss, claim, damage or liability to which the
Underwriter may become subject in connection with any such matter, except to the
extent that the same is the result of the Underwriter's gross negligence or bad
faith. Should indemnification be unavailable to the Underwriter for any reason,
or insufficient. to hold it completely harmless, the Company will contribute to
the amount paid or payable by the Underwriter as a result of such loss, etc., in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company on the one hand and the Underwriter on the other, but
also the relative fault of the Company and the Underwriter, as well as any
relevant equitable considerations.
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Bruce Bendell     5     June 6, 1997


The reimbursement, indemnity and contribution obligations of the Company under
this paragraph 9 are in addition to any liability the Company may otherwise
have, are to be available on the same terms and conditions to the Underwriter's
affiliates, directors, officers, agents and employees and are to be binding upon
and to inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Underwriter and its affiliates, etc.

10. Survival of Certain Agreements. The agreements as to payment and
reimbursement of expenses (paragraph 5) and indemnification (paragraph 9) are
binding agreements of the Company and accordingly shall survive any termination
of this Commitment Letter. Otherwise, this Commitment Letter constitutes a
non-binding statement of the parties intentions regarding the Offering. The
parties will negotiate in good faith in order to promptly finalize and execute
the Underwriting Agreement relating to the Offering. If the Underwriter
determines at an earlier date not to proceed with the Offering, the Underwriter
will terminate this Commitment Letter promptly.

11. Entire Understanding; Governing Law. This Commitment Letter contains the
parties' entire understanding regarding its subject matter. It can only be
modified by a written instrument signed by both parties. It is to be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts negotiated, made and entirely to be performed in that State.

If the foregoing correctly expresses our understanding and, to the extent
provided in paragraph 9, the Company's intention to be legally bound, please so
indicate by signing and returning the enclosed copy of this Commitment Letter.

Yours sincerely,

SUN COAST CAPITAL CORP.

By: Marc Drimer

ACCEPTED AND AGREED FIDELITY HOLDINGS INC.

By: /s/Bruce Bendell
---------------------------
Bruce Bendell, Chairman

Date: June __, 1997

Marc M. Drimer, President