RETAIL LEASE SERVICE PLAN AGREEMENT
                         PASSENGER CARS AND LIGHT TRUCKS

Agreement executed April 3, 1987 by and between General Motors Acceptance
Corporation ("GMAC") and Major Fleet and Leasing Corp. ("Lessor")

                                   WITNESSETH:

      WHEREAS, GMAC will from time to time grant permission to Lessor to lease
to third persons motor vehicles in which GMAC has a security interest and Lessor
desires to obtain the services of GMAC in respect of Lessor's leasing operation;
and

      WHEREAS, GMAC is willing to extend the services under the terms and
conditions set forth below;

      NOW, THEREFORE, it is agreed that:

A.    Scope of Agreement

      This Agreement applies to the billing and collection by GMAC of certain
rentals payable under leases (acceptable to GMAC) of motor vehicles, consisting
of eligible passenger cars and light trucks having a gross vehicle weight of
less than 15,000 pounds, in which GMAC has a security interest pursuant to a
Security Agreement in a form acceptable to GMAC.

B.    Procedure

      Credit investigation--Lessor shall furnish to GMAC the name and address of
each prospective Lessee whose rental payments Lessor desires to be administered
under this Agreement, together with any further information GMAC may reasonably
request to enable it to investigate the credit standing of Lessee. Upon receipt
of the information, GMAC shall conduct a credit investigation and notify Lessor
whether it will administer Lessee's rentals under this Agreement.

      Documentation--Upon notification by GMAC that it will administer the
rentals, Lessor shall furnish GMAC with:

(1)   An executed Security Agreement in the form provided by GMAC covering the
      motor vehicles leased; and

(2)   An executed copy of the completed Non Maintenance Lease Agreement in the
      form provided by GMAC together with any attachments; or

(3)   When the Non Maintenance Lease Agreement is not used, an executed copy of
      the completed lease agreement, including any attachments, together with an
      executed Acknowledgment of Notice of Assignment in the form provided by
      GMAC.

C.    GMAC Services

      GMAC agrees to:

      1.    Investigate the credit standing of each prospective Lessee
            designated by the Lessor;

      2.    Bill each Lessee, whose rentals are administered under this
            Agreement, in advance for each monthly rental, except for the
            monthly rental for the first month of the lease term which will be
            collected by the Lessor upon delivery of the vehicle;

      3.    Collect rentals and follow any Lessee in default for payment of past
            due rentals;

      4.    Notify Lessor of each Lessee in arrears in excess of 45 days;

      5.    Apply collected rentals, less monthly service charges, to Lessor's
            obligations to GMAC under the Security Agreement and remit monthly
            to the Lessor any excess as may be applicable to sales taxes and/or
            insurance premiums.

      6.    Repossess a leased motor vehicle, in its own or Lessor's behalf, if,
            in the opinion of GMAC, repossession is necessary or desirable by
            reason of the Lessee's default under the lease;

      7.    Return any leased motor vehicle to Lessor within 90 days after
            default in payment of the oldest rental payment remaining unpaid on
            the date the vehicle is returned to Lessor, provided, however, that
            GMAC will not be responsible to repossess and return any leased
            motor vehicle if it is unable to repossess the vehicle because of
            (a) Lessor's failure to have obtained a proper certificate of title
            when required by state law, or (b) an alleged breach by Lessor under
            its lease with the Lessee. In the event GMAC is unable to repossess
            because of any legal proceedings (bankruptcy, receivership,
            replevin, or other litigation) the running of the time period shall
            be suspended during such period, and
<PAGE>

      8.    In the event of repossession to reduce the Lessor's responsibility
            under Provision D for the unpaid balance under the Security
            Agreement governing any leased motor vehicle covered by deductible
            physical damage insurance, where physical damage in excess of the
            deductible is incurred prior to repossession, to the extent of one
            deductible not to exceed $250 for collision insurance and $100 for
            comprehensive insurance.

D.    Lessor's Agreements

      Lessor understands and agrees that:

      1.    Lessor will forward to the appropriate governmental authorities
            promptly when due the sales taxes, if any, remitted to Lessor
            monthly by GMAC under Provision C(5) above.

      2.    Lessor shall pay to GMAC a monthly service charge with respect to
            each lease administered hereunder, which fee shall be deducted
            monthly from the applicable Lessee's payment prior to application of
            the surplus thereof as set forth in Provision C(5). The monthly
            service charge with respect to each lease shall be that in effect at
            the time the lease is accepted for administration by GMAC and shall
            not vary during the term of the lease. GMAC shall quote the fee
            applicable to new leases from time to time and on request.

      3.    Lessor shall indemnify GMAC against and hold it harmless from any
            and all loss, liability, damages, costs and counsel fees in any way
            arising out of any claim or action by a lessee or other party
            relating to a breach or alleged breach by Lessor under a lease
            covering a vehicle in which GMAC has or had a security interest.

      4.    GMAC's assumption of responsibility pursuant to Provisions C(6),
            C(7) and C(8) is conditioned on the following:

            a.    That liability insurance coverage acceptable to GMAC with
                  minimum limits of $100,000/$300,000 for bodily injury and
                  $25,000 for property damage is provided under the lease and
                  maintained during the term thereof.

            b.    That physical damage insurance, acceptable to GMAC and
                  protecting its interest against the hazards of fire, theft,
                  and collision, is provided under the lease and maintained
                  during the term thereof.

            C.    That the Lessee was of legal age at the time the lease was
                  executed.

            d.    That the leased motor vehicle is accurately identified in the
                  lease.

            e.    That the security deposit, if any, obtained from the Lessee
                  under the lease is exactly as specified therein.

            f.    That the leased motor vehicle will be used exclusively by the
                  Lessee or in his own business and not for hire.

            9.    That all disclosures required by law were made to the Lessee
                  prior to execution of the lease.

5.    Lessor shall pay to GMAC the unpaid balance due under the applicable
      Security Agreement promptly upon the earliest of:

      a.    The 30th day following termination of the lease term (including
            extensions thereof approved by GMAC); or

      b.    the 30th day after Lessor obtains possession of the vehicle for any
            reason unless the vehicle has been placed in lease with another
            Lessee approved by GMAC; or

      C.    the 30th day after loss of the vehicle by theft or similar cause if
            the vehicle is not recovered prior thereto; or

      d.    the 30th day after the vehicle is destroyed or so damaged as to be
            rendered unsuitable for repair and further rental; or

      e.    the sale of the vehicle; or

      f.    otherwise in accordance with the terms of the Security Agreement.
<PAGE>

E.    Payment in Full of Security Agreement

      GMAC's assumption of responsibility under this Agreement will terminate
      with respect to any leased motor vehicle upon payment in full of Security
      Agreement covering said vehicle, in which event GMAC shall reassign to
      Lessor its right to any rentals thereof.

F.    Substitution for Prior Agreement

      This Agreement shall terminate any Retail Lease Service Plan Agreement for
      passenger cars and light trucks presently in effect between GMAC and
      Lessor, provided that the rights and responsibilities of GMAC and Lessor
      under said Retail Lease Service Plan Agreement for passenger cars and
      light trucks with respect to rentals being administered thereunder on the
      date of this Agreement shall not be affected.

G.    Duration of Agreement

      This Agreement shall terminate 5 days after receipt by either party of
      written notice of termination. Termination shall not affect the rights and
      responsibilities of GMAC and Lessor with respect to rentals being
      administered under this Agreement at the effective termination date.

GENERAL MOTORS ACCEPTANCE CORPORATION         Major Fleet and Leasing Corp.
EAB Plaza-West Tower                          1044 Northern Boulevard
Uniondale, NY 11553                           Roslyn, NY 11576
By [ILLEGIBLE]                                By [ILLEGIBLE]

                            ------------      -----------------------------
                            (Title)                                     (Title)

      Isl Jacquelynn Bruce
          JACQUELYNN BRUCE
NOTARY PUBLIC, State of New York
No. 41-0463650 - Queens County