RETAIL & WHOLESALE DEALER'S AGREEMENT

      This Dealer's Agreement is entered into this 30th day of March, 1995
between Marine Midland Bank ("the Bank") and the dealer ("Dealer") whose name
and address are set forth on the last page of this Agreement. The Bank and
Dealer hereby agree as follows:

      RETAIL PROGRAM

      1. Purchase of Retail Contracts. The Bank may purchase from Dealer retail
instalment contracts, conditional sales contracts, security agreements or other
documents (collectively "Contracts") designated by the Bank as eligible for
purchase hereunder. Each of the Contracts represents the indebtedness of a
customer ("Customer") of the Dealer with respect to all or part of the purchase
price of a new or used motor vehicle ("Contract Vehicle") purchased by the
Customer from the Dealer. All purchases of Contracts will be made on a
nonrecourse basis except as provided in a Supplementary Dealer's Agreement
applying to a specific Contract, or as provided in Section 10 or Section 11
below. The Bank will purchase a Contract only after the Contract has been
accepted in accordance with the procedures described in Sections 2 and 3 below.
The Bank's purchase of Contracts shall include the purchase and assignment to
the Bank of all security interests and liens securing the payment of the
Contracts together with all guarantees and other documents supporting the
payment of the Contracts.

      2. Credit Application. When a Dealer wishes the Bank to consider the
purchase of a Contract, the Dealer will submit to the Bank a Customer credit
application ("Credit Application") in a form and containing the information
concerning Customer as specified by the Bank. Credit Applications shall be
submitted by facsimile transmission or other means acceptable to the Bank.
Following receipt and review by the Bank of any Credit Application, the Bank
will notify Dealer whether the Bank has accepted or rejected the Credit
Application and in the case of a rejected Credit Application will specify the
basis of that rejection. The Dealer will make no representation whatsoever
regarding the Bank's acceptance or rejection of any Credit Application except
that following the Bank's advice to Dealer of the Bank's decision to accept the
Credit Application, the Dealer may so advise the Customer.

      3. Retail Contract Submission. Following acceptance by the Bank of the
related Credit Application, the Dealer shall submit to the Bank with respect to
each Contract offered by Dealer for purchase hereunder, the following:

            a. A completed Contract signed by the Customer and endorsed by an
authorized representative or officer of the Dealer containing the terms and
provisions specified by the Bank.
<PAGE>

            b. Copies of all documents which shall have been submitted by Dealer
for filing and recording as necessary with the appropriate government agency,
required under the Uniform Commercial Code, certificate of title statutes and
other applicable laws to convey to the Bank the Contract, and/or to perfect a
valid and enforceable first priority security interest in the related Contract
Vehicle in favor of the Bank.

            C. If the Contract arises from the sale to a Customer of a new motor
vehicle, a copy of the invoice reflecting the sale of the Contract Vehicle to
the Dealer, and if the Contract arises from the sale to Customer of a used motor
vehicle, such evidence as the Bank may request reflecting the sale of the
Contract Vehicle to the Dealer.

            d. Documentation describing the nature and Dealer's cost of all
accessories and other items installed by the Dealer in the Contract Vehicle.

            e. Copies of all service contracts, extended warranty policies or
other insurance policies, if any, issued with respect to the Contract Vehicle.

            f. Any other documents, information and/or verifications which are
requested by the Bank.

Following its receipt and review of the foregoing documents, the Bank will
purchase the Contract if the documents are in a form and substance satisfactory
to the Bank and if they comply with the credit consideration and contract
eligibility requirements that the Bank may take into account in the evaluation
of the Contract. The purchase will be made by remitting to the Dealer as
provided in Section 5 below, the purchase price for the Contract. The purchase
price for any Contract purchased by the Bank shall be the "total amount
financed" or other similar amount as determined by the Bank for the Contract.

      4. Insurance, Service Contracts, and Dealer Installed Options. The "total
amount financed" or other similar amount described in any Contract purchased by
the Bank under the terms of this Agreement may include, with the Bank's prior
approval, the price of all Dealer installed accessories and options and other
items sold by Dealer in conjunction with the related Contract Vehicle, including
but not limited to credit life and disability insurance, and mechanical
breakdown protection contracts and service contracts, in each case with terms
and issued by a firm satisfactory to the Bank, and subject to cancellation by
the Bank if the Customer is in default under the Contract or the Contract is for
any reason terminated. The Bank may limit the amount of any accessories, options
and other items that may be financed under the Contract.

      5. Dealer Payments. The Bank will pay for Contracts purchased hereunder
upon its determination that the Contracts and additional documentation conform
with the Bank's requirements. If the Bank determines that the documents fail to
satisfy the Bank's requirements or if the Bank otherwise determines not to
complete the purchase, then the documents will be returned to Dealer and no
payments will be made.

      6. Dealer Finance Participation. Contracts purchased by the Bank under the
terms of this Agreement must bear interest at a rate per annum ("Contract Rate")
equal to or greater than the rate per annum specified by the Bank as the minimum
acceptable rate ("Buy Rate") for Contracts with similar terms, payment schedules
and other credit characteristics. Subject to applicable usury limits, the Dealer
may enter into Contracts having Contract Rates in excess of the applicable Buy
Rates then in effect; provided, however, that the Bank shall have the right,
upon notice to Dealer, to limit its purchase of Contracts to those that do not
exceed the maximum Contract Rates established by the Bank. If the Contract Rate
for any Contract purchased by the Bank exceeds the applicable Buy Rate then in
effect, Dealer shall earn with respect to those Contracts a finance
participation ("Finance Participation"). The Finance Participation shall be
computed and paid to Dealer in accordance with payment procedures specified by
the Bank in a Dealer Reserve Supplement Letter or other notice as provided by
the Bank. However, except as the Bank may otherwise agree in writing or elect,
no Finance Participation will be earned by the Dealer with respect to any
Contract for a term of less than twelve months, or covering an employeels,
partner's, officer's or owner's demonstrator, or covering a vehicle purchased by
an employee, partner, officer or owner. In the case of the Customer(s) default
under any contract purchased by the Bank, the Dealer will be obligated to remit
the total Finance Participation which was paid to the Dealer by the Bank for
such Contract, in an amount not exceeding the Bank's loss, actual or
prospective, with respect to such Contract. If any Contract purchased by the
Bank hereunder is prepaid in part or in full prior to its stated maturity,
Dealer will be obligated to remit to the Bank that portion of the Finance
Participation paid by the Bank for the Contract that the Bank determines is
unearned as a result of the prepayment. This payment obligation will be
determined and paid in accordance with programs and procedures specified by the
Bank.

      7. Reserve Account. The Bank will credit to a Reserve Account in the
Dealer's favor the amounts of any Finance Participation which are earned by the
Dealer pursuant to Section 6 above. Whenever, as a result of charges against the
Reserve Account ' the Reserve Account has a negative balance, the Dealer will,
upon the Bank's demand, pay the Bank that amount necessary to increase the
Reserve Account balance to zero; For all active Reserve Accounts, the Bank will
issue periodic Reserve Account statements at intervals determined by the Bank.

      8. Insurance and Service contract Cancellations. Upon the cancellation by
the Bank, the Customer or the issuing firm of any credit life insurance,
mechanical breakdown protection contract or other service contract financed
under any Contract purchased by the Bank hereunder, whether as a result of the
prepayment of the Contract or otherwise, Dealer shall remit to the Customer, the
Bank or any third party, as directed by the Bank, any portion of the unearned
charge for the insurance contract, mechanical breakdown protection contract or
other service contract required to be refunded pursuant to the terms of the
Contract or applicable law.

      9. Representation and Warranties. AS to each Contract sold by the Dealer
to the Bank under the terms of this Agreement, the Dealer represents and
warrants that as of the time of sale:
<PAGE>

      a. All business permits and other operating authorizations necessary in
connection with Dealer's execution of the Contract and sale thereof to the Bank,
are in full force and effect in all necessary jurisdictions.

      b. The Contract and all other agreements or other documents executed by
Customers and/or the Dealer in connection with the sale of the Contract Vehicle
and its financing with the Bank are valid, legal and are binding obligations of
the Customer and/or the Dealer, enforceable against the Customer and/or the
Dealer in accordance with their terms and conditions, and each signature thereon
is the genuine and duly authorized signature of the person whose signature it
purports to be.

      C. Information contained in the Contract, and the information contained in
the Credit Application submitted to the Bank in connection with the Contract, is
true and accurate.

      d. Immediately prior to the execution of the Contract by the Dealer, the
Dealer was the sole and exclusive owner of the Contract Vehicle and had the
right and authority to dispose of the Vehicle as provided in the Contract.

      e. The Dealer has caused title to the Contract to be conveyed to the Bank
and to no other individual, corporation or other entity, and the Contract and
Contract Vehicle are free and clear of any security interest, lien, claim or
encumbrance other than those in favor of the Bank.

      f. The Contract accurately describes the Contract Vehicle and contains all
representations, warranties, and agreements made by the Dealer to the Customer
with respect to the Contract Vehicle.

      g. There is only one original executed Contract, and at the time the
Contract was executed, each person signing the Contract received a fully
completed and legible copy of the signed Contract.

      h. The Dealer has complied with all applicable requirements of the Federal
Truth In Lending Act, the Federal Equal Credit Opportunity Act, the Fair Credit
Reporting Act and all other federal, state and local laws, rules or regulations
applicable to consumer protection or the extension of credit or otherwise
affecting the Contract, the transactions contemplated thereby and all dealings
between the Dealer and the Customer in connection therewith.

      i. The Dealer has installed all equipment and accessories, and performed
in a good and workmanlike manner all services as described in the Contract and
has performed all of the Dealer's other obligations under the Contract, and
Customer has no~ asserted, does not have and will not have, any defense, offset,
counterclaim or right of rescission with respect to the Contract.

      j. The Contract is not in default and has not been subordinated in whole
or in part, satisfied or rescinded, and the lien on the Contract Vehicle has not
been released in whole or in part, and the Dealer knows of no fact or
circumstance which might impair the validity or enforceability of the Contract
or render it less valuable than it appears on its face to be.
<PAGE>

      k. All documents required under the Uniform Commercial Code, any
certificate of title statute as in effect in any applicable jurisdiction and
other applicable law to convey the Contract and to perfect a valid and
enforceable first priority security interest in the related Contract Vehicle in
favor of the Bank have been submitted for filing with the appropriate government
agency and all action with respect thereto has been completed.

      1. The Contract Vehicle has been delivered to and accepted and retained by
the Customer and when so delivered the Contract Vehicle was new and unused,
except as otherwise stated in the Contract, in good operating condition and
repair and free of all mechanical defects, and met all equipment requirements of
applicable law.

      m. Insurance coverage as specified by Section 12 below is in effect for
the Contract Vehicle.

      n. The Dealer has not received any funds with respect to the Contract
which Dealer has not remitted to the Bank, properly endorsed to the Bank where
appropriate.

      o. Dealer has received the downpayment to the extent and in the form
specified in the Contract, and, except to the extent specifically indicated on
the face of the Contract, Dealer has not extended a loan to the Customer or
assisted the Customer in obtaining a loan from any third party other than the
Bank for purposes of paying such downpayment or extended any financing for any
other amounts payable by Customer under the Contract, or in connection with the
Contract Vehicle or the purchase thereof, and the "total amount financed" or
other similar amount described therein will be the actual principal amount owed
by Customer with respect to the Contract Vehicle and services related thereto
sold pursuant to the Contract.

      p. The Dealer has not modified, extended, waived or otherwise altered any
term of the Contract or any other document executed in connection therewith or
made any representations of a similar nature prior to the sale of the Contract
hereunder.

      q. Each registered and legal owner of the Contract Vehicle has signed the
Contract either as a Customer or as an individual, or other entity granting a
security interest in such Contract Vehicle to Dealer or Dealer's assignee.

      r. All parties to the Contract had the capacity to execute the Contract.

      s. The Contract arises from the sale of the Contract Vehicle to a Customer
of the Dealer in the regular course of the Dealer's business.
<PAGE>

      10. Contract Repurchase, If: (i) the Bank determines at its sole but
reasonable discretion that the documentation relating to any Contract is
unsatisfactory; or (ii) any representation and warranty made by Dealer with
respect to any Contract is not true and accurate when made; or (iii) the Dealer
breaches any other agreement with respect to the Contract contained herein, or
in any other agreement between Dealer and the Bank; or (iv) a Customer under a
Contract notifies the Bank of a claim or defense against the Dealer and the Bank
in its judgment would, as an assignee of the Contract, be subject to that claim
or defense, and if after notification from the Bank of the Bank's receipt of
notice of such claim or defense, the Dealer does not within thirty (30) days
resolve such dispute, Dealer shall repurchase the Contract on demand by the Bank
for a repurchase price equal to the sum of the unpaid principal balance of the
Contract plus all accrued and unpaid interest, the amount of any Dealer Finance
Participation, and expenses incurred by the Bank in enforcing its rights under
this Agreement. The Bank may deduct the amount of the repurchase price from the
Reserve Account. The Dealer also agrees that if the Bank holds a dealer sight
draft while waiting for the related Contract or other documentation to be
completed or corrected, the Dealer will indemnify the Bank for any losses or
costs the Bank incurs because of any late return or nonpayment of the sight
draft. All repurchases pursuant to this section shall be without recourse to the
Bank and without representation or warranty by the Bank, express or implied, as
to the repurchased Contract. The foregoing rights are in addition to and not in
limitation of any other rights the Bank may have under this Agreement or any
related agreements, instruments or other documents or under applicable law.

      11. Exceptional Contracts, Vehicles and Buyers. Each contract covering:

            a.    a commercial vehicle used for long-distance hauling or of more
                  than two tons capacity,

            b.    a bus,

            c.    a vehicle used for taxi, jitney, or "drive-yourself" service,

            d.    a used vehicle of a year model more than four years previous
                  to the then current model year of the same make, if any, or if
                  none, of any other make, or

            e.    a vehicle sold to an employee of the Dealer, or to a relative
                  of one of the Dealer's owners, officers, partners or
                  stockholders, will be sold to the Bank subject to the Dealer's
                  agreement to repurchase the Contract from the Bank, for a
                  repurchase price equal to the sum of the unpaid principal
                  balance of the Contract plus all accrued and unpaid interest
                  and the amount of any Dealer Finance Participation, if the
                  entire amount unpaid on the Contract becomes due or at the
                  Bank's option may be declared to be due. If the Dealer omits
                  to execute a Supplementary Dealer's Agreement containing the
                  Dealer's Contract Repurchase Agreement as to such Contract,
                  any of the Bank's officers or employees may do so in the
                  Dealer's name and behalf.

      12. Insurance. Each Contract Vehicle must be insured at all times against
damage or loss pursuant to a comprehensive property damage insurance policy
containing terms and amounts satisfactory to the Bank. At the time any Contract
is purchased by the Bank hereunder, Dealer will verify that the Customer has
obtained a satisfactory insurance policy covering the related Contract Vehicle.
<PAGE>

      13. Contract Forms. The Bank shall be in no way liable or responsible for
the legal validity or sufficiency of any form or Contract or other instrument
which the Bank may furnish to the Dealer which is assigned to anyone other than
the Bank. The Dealer agrees not to use forms that the Bank furnishes the Dealer
pursuant to this Agreement for any purposes other than the assignment of
Contracts to the Bank.

      14. Retail Program Covenants. As long as the Bank shall own any Contract
purchased from the Dealer under the terms of this Agreement, the Dealer will:

            a. Take any action that is necessary or that the Bank may request to
evidence and perfect the Bank's interest in each Contract purchased by the Bank
under the terms of this Agreement, the Contract Vehicle related to that Contract
and all proceeds of the foregoing.

            b. Comply with the Dealer's record retention obligations under the
Equal Credit Opportunity Act and any other federal or state law with respect to
Contracts, Credit Applications, and their related documents.

            c. Neither take or omit to take any action, in respect of any
obligation of the Dealer under any Contract, which may give the Customer with
respect to any Contract, any defense, offset or counterclaim as to the
enforcement of that Contract.

            d. Neither repossess nor accept redelivery of a Contract Vehicle
related to a Contract purchased by the Bank under the terms of this Agreement,
without the prior written consent of the Bank.

WHOLESALE PROGRAM

      1. Program Initiation and Advances by the Bank. The Dealer will advise the
Bank when the Dealer elects to participate in the wholesale program and the Bank
will then determine, at its sole option, if the Dealer is eligible for
participation. The Bank may make advances, in each case at its sole option, to
or for the benefit of the Dealer, repayable on demand, in such amounts as the
Bank may determine ("Advances"). Any Advances made by the Bank to Dealer are
made exclusively to allow Dealer to finance the purchase of new or used motor
vehicles designated by the Bank as eligible for wholesale financing under the
terms of this Agreement. Any such vehicle is referred to hereafter as an
"Eligible Vehicle." Any eligible Vehicles against which an Advance has been made
and remains unpaid is referred to hereafter as a "Financed Vehicle."

      2. Security Interest. To secure Dealer's obligation to repay the Advances
and Dealer's other payments and performance obligations under this Agreement,
the Dealer shall execute security agreements ("Security Agreement") in a form
and containing terms specified by the Bank, and any other agreements the Bank
may request.
<PAGE>

      3. Monthly Statements and Promissory Notes. The indebtedness of the Dealer
relating to the Advances shall be evidenced by entries made on the Bank's books
and records in accordance with the Bank's customary accounting practices. The
Bank will send to Dealer on a monthly basis a statement reflecting the amounts
of all Advances made, all interest and other charges accrued and all payments
received from the Dealer since the date of the preceding monthly statement.
Dealer shall have (15) calendar day following the receipt of each monthly
statement to review the statement and to deliver to the Bank in writing any
objections to its contents, specifying in reasonable detail the basis for the
Dealer's objections. If Dealer fails to object within the fifteen-day period the
statement shall constitute an account stated between the Bank and the Dealer.
The demand nature of the advances shall not be affected by any partial billing
by the Bank, which billings are made only for the convenience of the parties.
Dealer will, on the Bank's request, execute one or more promissory notes in form
and substance satisfactory to the Bank to further evidence any indebtedness of
Dealer relating to the Advances.

      4. Interest Rate. Dealer shall pay interest as billed by the Bank on the
outstanding principal amount of each Advance from the date of the Advance until
the Advance is paid in full at the rates specified by the Bank. If any Advance
is not paid by the Dealer when due under the terms of this Agreement, interest
shall accrue from and after the due date until that Advance is paid in full at a
rate specified by the Bank for late payments. Interest shall be computed daily
on the basis of a 360-day year and actual days elapsed. The interest rate
charged pursuant to the terms of this Agreement shall not exceed the highest
rate permissible under any law which a court of competent jurisdiction shall in
a final determination, deem applicable to this Agreement. If a court determines
that the Bank has received interest under the terms of this Agreement in excess
of the highest applicable rate, the Bank shall promptly refund the excess
interest to Dealer. All payments by Dealer under this Agreement shall be made in
accordance with the procedures and requirements specified by the Bank.

      5. Preconditions to Each Advance. The Bank will make Advances under this
Agreement only if: W prior to the initial Advance the Bank shall have received a
Security Agreement executed by Dealer together with any additional agreements,
instruments, approvals, opinions or other documents (collectively "the Other
Documents") the Bank may request; (ii) prior to any Advance including the
initial Advance, the Bank shall have received the manufacturer's statement of
origin for each Financed Vehicle related to the Advance together with any Other
Documents the Bank may request; and (iii) on the date of the Advance including
the initial Advance, the representations and warranties made by the Dealer in
this Agreement shall be true and correct as though made on and as of such date,
and no event of the kind described in the termination section of this Agreement
shall have occurred.

      6. Representations and Warranties, Dealer represents and warrants to the
Bank that all of the Financed Vehicles are located at the Dealer's Address as
specified on the last page of this Agreement. The Dealer further warrants that
none of the Financed Vehicles are subject to any security interests, liens,
claims or other encumbrances other than those in favor of the Bank. These
representations and warranties shall be automatically reaffirmed by Dealer on
each day that an Advance is made.
<PAGE>

      7. Repayment of Advances. Unless the Bank makes an earlier demand for
repayment, the Dealer shall repay the principal amount of each Advance at the
earliest of the day which shall occur one calendar year after the date of the
Advance, or the day that any Financed Vehicle related to the Advance is sold by
dealer, or the day on which any Financed Vehicle related to the Advance is
materially damaged or removed from the Dealer's Address other than in accordance
with guidelines which the Bank may establish with respect to demonstrators and
customer test drives. If an Advance relates to several Financed Vehicles, only
that portion of the Advance which relates to the sold, damaged or absent
Financed Vehicle must be repaid on the date of such sale, damage or absence and
the balance of the Advance, or portion thereof, shall be repaid when the related
Financed Vehicles are sold, damaged or missing or as otherwise provided under
the terms of this Agreement.

      8. Location of Financed Vehicles. The Dealer will, at all times, maintain
each Financed Vehicle in Dealer's possession at Dealer's Address and at Dealer's
sole risk of loss or injury thereto, for the sole purpose of securing the sale
or lease of the Financed Vehicle in the ordinary course of the Dealer's
business. Dealer may use designated Financed Vehicles as demonstrators and for
test drives in accordance with guidelines which the Bank may establish.

      9. Insurance. The Dealer will insure each Financed Vehicle with insurance
companies satisfactory to the Bank and in amounts and against risks specified by
the Bank and will obtain all endorsements required by the Bank to the policies
evidencing the insurance. In the event the Dealer fails to insure the Financed
Vehicles as provided in this Agreement, the Bank shall have the right, but not
the obligation, to obtain the insurance and the dealer agrees to reimburse the
Bank on demand for the premium cost,

      10. No Liens. From the date of this Agreement until all Advances plus
unpaid interest and all amounts owed under this Agreement are paid in full and
the Dealer's participation in the wholesale program is terminated, the Dealer
will not, unless the Bank shall otherwise consent in writing and except as
otherwise permitted in this Agreement, create or permit to exist any security
interest, lien, claim or other encumbrances in favor of any party other than the
Bank upon or with respect to any of the Dealer's property that is subject to a
security interest in favor of the Bank, including without limitation any
Financed Vehicles.

      MISCELLANEOUS

      1. Dealer Representations and Warranties. The Dealer represents and
warrants the following:

            a. This Agreement and each other agreement, instrument and other
documents executed by Dealer in conjunction with this Agreement, including but
not limited to the Security Agreement, the Other Documents and each Contract
sold to the Bank hereunder and each other agreement, instrument or other
document executed by Dealer in connection with each Contract sold to the Bank
hereunder is, or when executed and delivered will be, the duly authorized,
valid, legal and binding obligation of the Dealer, enforceable against Dealer in
accordance with its terms.
<PAGE>

            b. The Dealer is an entity of the type indicated on the last page of
this Agreement, and to the full extent necessary for an entity of that type, is
duly organized and existing and is duly authorized to transact business and is
in good standing under the laws of the state of Dealer's Address. The Dealer it
also duly authorized to transact business and is in good standing in all other
jurisdictions where the nature of its business requires it to be so authorized.

            c. All Credit Applications submitted to the Bank will contain an
authorization which complies with the Fair Credit Reporting Act, enabling the
Bank to obtain necessary credit information concerning the Customer.

These representations and warranties will be automatically reaffirmed by Dealer
on each day that an Advance is made by the Bank or a Contract is purchased by
the Bank under the terms of this Agreement.

      2. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Dealer, the Bank and their respective successors and
assigns (including a debtor in possession); provided, however, that Dealer may
not assign any of its rights hereunder or any interest herein without the prior
written consent of the Bank.

      3. Agency. The Dealer is not the agent or representative for the Bank for
any purpose. The Dealer has neither the express nor implied right or authority
to bind the Bank in any manner whatsoever. Whenever in this Agreement reference
is made to an agent of the Bank, that reference is intended to mean any third
party that the Bank may from time to time appoint to fulfill any of its
obligations under this Agreement. The Dealer hereby appoints the Bank as the
Dealer's agent and authorizes the Bank in Dealer's or the Bank's name, to
execute and acknowledge an assignment from the Dealer to the Bank of any
Contract purchased hereunder, to execute and file any financing statements or
continuation statements or amendments thereto or assignments thereof and any
other instruments or notice the Bank deems necessary and appropriate, to endorse
in the name of Dealer any check, draft or other instrument received by Dealer or
the Bank representing payment on, or other proceeds of, any Contract purchased
hereunder, or any collateral securing Dealer's payment and performance
obligations hereunder, and to take any other action the Bank deems necessary or
appropriate to preserve, protect or more fully evidence the Bank's rights under
this Agreement, the Security Agreement or Other Documents, any other agreements
related hereto, or thereto in any Contract purchased under the terms of the
Agreement. 

      4. Additional Procedures and Supplements. In connection with the retail
program, the Bank at its sole discretion will by necessity, establish, modify
and/or amend procedures, requirements, conditions and policies applicable to
those programs. The Bank will advise Dealer of these changes to procedures,
conditions and policies by sending the Dealer bulletins, notices and other
informational documents. The terms and conditions described in those bulletins,
notices and documents will become effective upon receipt by the Dealer.
<PAGE>

      5. Terminating the Relationship. Either the Bank or the Dealer may
terminate this Agreement without cause by giving ten (10) days written notice to
the other of the intent to terminate.

The Bank may terminate this Agreement on notice to Dealer upon the occurrence of
any of the following events:

            a. Dealer shall fail to make any payment when due to the Bank under
the terms of this Agreement, the Security Agreement, the Other Documents, or any
other agreements between Dealer and the Bank.

            b. Any representation or warranty made by Dealer under this
Agreement, the Security Agreement or Other Documents, or any other agreements
between Dealer and the Bank shall prove to be incorrect when made or reaffirmed.

            c. Dealer shall fail to perform or observe any other term, covenant
or condition contained in this Agreement, the Security Agreement, the Other
Documents, or any other agreements between the Dealer and the Bank.

            d. Any default including but not limited to any payment default,
occurring under any agreement or instrument relating to any indebtedness or
obligation of Dealer to any person, corporation or other entity, other than the
Banl~ and such default shall continue after the applicable grace period, if any,
specified in such agreement or instrument.

            e. Dealer shall generally not pay its debts as such debts become due
or shall admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors or any proceeding shall
be instituted by or against Dealer under any bankruptcy or insolvency law, or
any proceeding shall be instituted by or against Dealer seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or a
composition of Dealer or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors or seeking the entry of an order
for relief or the appointment of a receiver, trustee, or other similar official
for it or for any substantial part of its property, or the Dealer shall take any
action to authorize any of the actions set forth above in this section.

            f. A material adverse change in the Dealer's financial condition or
operations which occurs after the date of this Agreement.

No termination of this Agreement will affect the rights, interests or
obligations of either party hereto which accrued or existed prior to such
termination. The Dealer hereby waives any claim against the Bank for
consequential or punitive damages arising from any act or admission of the Bank
under this Agreement, including but not limited to any termination of this
Agreement by the Bank.
<PAGE>

      6. Rights After Termination. At any time on or after the termination of
this Agreement and in pursuing any rights and remedies the Bank may have under
this Agreement, the Security Agreement, the Other Documents, or any other
agreements between Dealer and the Bank, the Bank may declare the Advances to
Dealer, all interest thereon and all other amounts payable under this Agreement
to be immediately due and payable without presentment, demand, protest, or
further notice of any kind, all of which are hereby expressly waived by Dealer,
and the Bank may exercise all the rights and remedies of a secured party under
the Uniform Commercial Code or any other applicable law, all of which aforesaid
rights and remedies shall be cumulative and not exclusive, to the extent
permissible by law. Nothing in this section is intended to limit any of the
Bank's rights prior to any termination of this Agreement, including but not
limited to the Bank's rights to demand payment in full at any time of any
Advance, all interest thereon and any other amounts payable under this
Agreement.

      7. Right of Offset. All of the Dealer's payments and performance
obligations under this Agreement shall be secured by all property of Dealer in
which the Bank has been granted a lien or security interest pursuant to the
Security Agreement, the Other Documents or any othee agreements executed in
conjunction with this Agreement or otherwise. The Bank shall have at all times,
to the fullest extent permitted by law, a right to offset and apply any funds,
credits or other amounts owing to Dealer or any property of Dealer in the Bank's
possession or control, against any obligation of Dealer to the Bank.

      8. Amendments, Governing Law and Severability. If any term or provision of
this Agreement is deemed invalid or unenforceable, the remainder of this
Agreement shall not be affected thereby and each term and provision thereof
shall be valid and enforceable to the fullest extent permitted by law. This
Agreement shall be construed in accordance with, and governed by, the laws of
the state of New York. All amendments to this Agreement must be in writing,
signed by the Dealer and the Bank, except that the Bank may from time to time
establish procedures, requirements, conditions and policies applicable to this
Agreement, and those procedures, requirements, conditions and policies shall
modify or supplement the relevant terms and provisions of this Agreement.

      9. Indemnifying the Bank. The Dealer shall indemnify the Bank against all
costs, losses and expenses, including but not limited to reasonable attorney's
fees and expenses incurred or suffered by the Bank as a result of any breach by
the Dealer of any term of this Agreement or any agreement, instrument or other
documents executed by Dealer in conjunction with this Agreement or any action
brought by a Customer against the Bank as a consequence of any actual or alleged
act or omission of the Dealer.

      10. Inspecting Books, Records and Collateral. The Bank shall have the
right at any time during regular business hours to examine any collateral
securing the Dealer's payment and performance obligations under this Agreement
and to examine and make copies of any or all of the Dealer's books, records and
documents (including but not limited to computer tapes and disks) concerning
Dealer's participation in and transactions related to the wholesale and retail
programs. In addition, the Dealer will deliver to the Bank at such time and in
such form as the Bank shall designate, schedules and reports relating to matters
in connection with the Dealer's participation in and transactions relating to
the wholesale and retail programs, including but not limited to schedules and
reports relating to the wholesale collateral.
<PAGE>

      11. Monies and Proceeds Received By Dealer. The Dealer will at Dealer's
risk segregate and hold in trust for the Bank, in the identical form received,
any cash, checks, instruments, or other payments or proceeds received by Dealer
in connection with any Contract purchased by the Bank under the terms of this
Agreement, including but not limited to any Customer payments and any returned
or repossessed Contract Vehicles. Dealer will promptly provide to the Bank an
accounting thereof and upon the Bank's request deliver any and all such items to
the Bank as the Bank may direct, with all necessary or appropriate endorsements;
provided, however, that any cash, checks, instruments or other payments shall be
delivered to the Bank within one business day after the Dealer's receipt of the
cash, checks, or instruments.

      12. Additional Rights of the Bank. The Dealer authorizes the Bank, its
officers or employees, without notice to the Dealer and without limiting or
affecting the Dealer's obligations to the Bank, to:

            a. grant to the Customer(s) under any Contract purchased from the
Dealer under this Agreement any indulgence(s) or extension(s) of time of
payment, in whole or in part;

            b. discharge, compromise or settle the obligation(s) of (any of) the
Customer(s) under any such Contract; or

            c. retake the motor vehicle relating to any such Contract, or omit
to do so, and if retaken, either retain or resell the same, to the Bank or
otherwise, with or without complying with any applicable provisions of law.

      13. Defaults. The Bank may notify the Dealer in writing that a vehicle has
come into the Bank's possession in lieu of delivering it to the Dealer if the
Dealer is in default in the performance of any of the Dealer's agreements with
the Bank or if the Dealer has stopped doing businessas a going concern. The Bank
may withhold any payment out of the Reserve Account in Dealer's favor while the
Dealer is in default in the performance of any of the Dealer's agreements with
the Bank or, if the Bank stops buying Contracts from the Dealer, until all
Contracts bought from the Dealer are fully liquidated. if the Dealer fails to
purchase from the Bank, and pay the Bank for any Contract or vehicle in
accordance with this Agreement or any other agreement with the Bank, the Bank
may without limiting any other right or remedy, enforce such Contract and/or
sell such Contract or vehicle at public or private sale (with full right to the
Bank to bid and purchase at any public sale), in which event the Dealer will
reimburse the Bank for any difference between the net proceeds of such
enforcement and/or sale and the amount agreed to be paid by the Dealer to the
Bank for such Contract or vehicle.

      14. Notices. All notices and communications provided for under the terms
of this Agreement shall, unless otherwise stated herein, be in writing,
including facsimile transmission, and shall be mailed, transmitted or personally
delivered to the Dealer or to the Bank, as the case may be, at its address set
forth on the last page of this Agreement, or at any other address as may
hereafter be designated in writing to the other party. All such notices and
communications shall be effective three business days after being deposited in
the mail if postpaid, and if sent by facsimile transmission, upon transmission,
and otherwise upon receipt.
<PAGE>

      15. The Bank Waivers. No failure on the part of the Bank to exercise and
no delay in exercising any right under the terms of this Agreement shall operate
as a waiver of those rights, nor shall any single or partial exercising of any
right under the terms of this Agreement preclude any other or future exercise of
those rights or the exercise of any other right.

      16. Returned or Repossessed Vehicles. Upon the Bank's request, Dealer will
store at no expense to the Bank and will recondition for the Bank at the
Dealer's then lowest prevailing rates any returned or repossessed Contract
Vehicle related to the Contract purchased by the Bank under the terms of this
Agreement, provided that the Bank delivers the Contract vehicle to the Dealer's
Address.

      17. Entire Agreement. This Agreement, the Security Agreement, the Other
Documents and the other agreements executed in connection herewith and therewith
and as modified and supplemented from time to time, set forth the entire
Agreement between the Dealer and the Bank with respect to the subject matter
herein and supersedes all prior agreements, proposals and understandings,
whether written or oral relating to the same subject matter.

      IN WITNESS WHEREOF, this Dealer's Agreement has been duly executed by the
undersigned.

                MARINE MIDLAND BANK     Major Fleet & Leasing Corp.
                                       NAME OF DEALER

                                       43-40 Northern Boulevard
                                       Long Island City, New York 11101
                                       ADDRESS OF DEALER


By /s/ Allen Davis, AVP                 By /s/  Bruce Bendell
Authorized Bank Signature               Authorized Dealer Signature and Title