<PAGE>

                                                                   EXHIBIT 10.24

         Certain confidential information has been omitted from this Exhibit
         10.24 pursuant to a confidential treatment request filed separately
         with the Securities and Exchange Commission. The omitted information is
         indicated by the symbol "***" at each place in this Exhibit 10.24 where
         the omitted information appeared in the original.

                     CO-BRAND CREDIT CARD PROGRAM AGREEMENT


         This co-brand credit card agreement (the "Agreement") is entered into
as of the 8th day of May, 2001 (the "Effective Date") by and between FLEET
CREDIT CARD SERVICES, L.P., a Rhode Island limited partnership having its
principal place of business in Horsham, Pennsylvania, for itself and on behalf
of Fleet Bank (RI), National Association (collectively "Fleet"), and
PrivilegeONE Networks LLC, a Delaware limited liability company, having its
principal place of business in West Greenwich, Rhode Island ("PrivilegeONE").

         WHEREAS, Fleet is authorized to issue Visa U.S.A. ("Visa") and
MasterCard International Incorporated credit cards;

         WHEREAS, PrivilegeONE is in the business of developing and implementing
co-branded credit card programs through the use of the PrivilegeONE NetworksSM
(as defined herein);

         WHEREAS, Fleet and PrivilegeONE desire to jointly develop and market a
co-brand credit card program for the Vehicle industry, including the issuance of
one or more types of a PrivilegeONE co-branded credit card, and to offer a
loyalty program for cardholders in the United States and its territories as set
forth in Exhibits C and D;

         NOW, THEREFORE, in consideration of the mutual obligations, promises
and undertakings of the parties herein contained, the parties hereby agree as
follows:


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

         When used in this Agreement,

         1.1      "Account" means a Visa credit card account established by
                  Fleet under the Program for a consumer who meets Fleet's
                  credit criteria established from time to time by Fleet and for
                  which Fleet issues one or more Credit Cards.

         1.2      "Account Information" means all Applications, credit reports
                  and any other information collected through Fleet's
                  relationship with Cardholders, including without limitation,
                  demographic studies and Account histories

                                       1
<PAGE>

                  received from Cardholders, or otherwise received or generated
                  by or for Fleet in connection with the Program.

         1.3      "Active Account" means an Account that has either (i) an
                  outstanding balance, or (ii) a purchase, cash advance, balance
                  transfer, finance charge fee or payment on such Account during
                  the previous billing cycle.

         1.4      "Agreement" means this agreement, including all attached
                  Schedules and Exhibits, which are incorporated by this
                  reference, and any amendments, modifications, or supplements
                  to this agreement.

         1.5      "Applicable Law" means applicable federal, state and local
                  statutes, regulations, regulatory guidelines and judicial or
                  administrative interpretations as well as any rules or
                  requirements established by Visa or MasterCard and the written
                  privacy policies of each of Fleet and PrivilegeONE, which may
                  be amended from time to time at the sole discretion of the
                  authoring party.

         1.6      "Applicant" means a consumer who applies for a Credit Card
                  under the Program pursuant to this Agreement.

         1.7      "Application" means the action or document by which a consumer
                  requests and applies to Fleet for a Credit Card.

         1.8      "Cardholder" means (a) a consumer residing in the United
                  States or a territory of the United States who is approved
                  for, and opens, an Account with Fleet under the Program, or
                  (b) a consumer who resided in the United States or a territory
                  of the United States at the time a Credit Card was issued, and
                  who subsequently relocated out of the United States or a
                  territory of the United States.

         1.9      "Cardholder Agreement" means the document between Fleet and
                  the Cardholder which governs the Accounts.

         1.10     "Confidential Information" means all material and information
                  supplied by one party to the other in the course of the
                  negotiation and duration of this Agreement, in the case of
                  Fleet, Account Information, Credit Card Loyalty Point
                  Information, and in the case of PrivilegeONE, Customer Data
                  and those portions of the PrivilegeONE NetworksSM and the
                  Rebate Redemption Process developed exclusively by
                  PrivilegeONE and information otherwise obtained by either
                  party including, but not limited to, information concerning
                  either party's business records and plans; trade secrets;
                  proprietary ideas; technological developments, objectives and
                  results; customer lists and records; computer programs and
                  listings; source code and/or object code; and financial
                  results and financial statements. Confidential Information
                  does not include any information which (i) was

                                       2
<PAGE>

                  in the possession of the receiving party prior to the
                  execution of that certain Mutual Confidentiality Agreement
                  dated May 15, 2000 ; (ii) was lawfully obtained from a third
                  party and not in breach of this Agreement or any confidential
                  relationship between such third party and the disclosing
                  party; (iii) is required to be disclosed pursuant to
                  Applicable Law; or (iv) is independently developed by the
                  receiving party, as evidenced by appropriate documentation.

         1.11     "Credit Card" means a Visa credit card containing a Dealer
                  Trademark, issued by Fleet under the Program pursuant to this
                  Agreement.

         1.12     "Credit Card Loyalty Points" means the points that a
                  Cardholder accrues in the Credit Card Loyalty Program based
                  upon such Cardholder's Account usage entitling such Cardholder
                  to redeem such points for a Rebate.

         1.13     "Credit Card Loyalty Program" means the program of incentives
                  offered by Fleet and PrivilegeONE to Cardholders, Customers
                  and other consumers based upon such individual's Account
                  usage, as described in Section 2.1, Exhibit C and Exhibit D to
                  this Agreement.

         1.14     "Customer" means an individual who has (i) bought or leased a
                  Vehicle from a Dealer, (ii) has received service on a Vehicle
                  from a Dealer, or (iii) registered for the PrivilegeONE
                  Membership Plan directly from PrivilegeONE.

         1.15     "Customer Data" means personal and demographic information
                  provided by a Customer to a Dealer, including, without
                  limitation, the Customer's name, mailing address, e-mail
                  address, telephone number and other information about the
                  Customer. PrivilegeONE will collect the Customer Data from
                  Dealers and provide it to Fleet as set forth in Section 2.4.

         1.16     "Dealer" means a new Vehicle dealership or a new Vehicle
                  dealer franchise participating in the Program. Any dealership
                  that primarily or exclusively markets pre-owned cars is
                  excluded from the definition of Dealer.

         1.17     "Dealer Contract" means a definitive written agreement signed
                  by a Dealer and PrivilegeONE, defining the terms of such
                  Dealer's participation in the Program.

         1.18     "Dealer Sourced Accounts" means Accounts which result from (i)
                  the marketing efforts of PrivilegeONE and/or the Dealers, (ii)
                  an application to the PrivilegeONE Web Site, or (iii) a
                  Customer being offered a Credit Card through the Instant
                  Pre-Qualification Process at the Point-of-Sale for Customers
                  referred to Fleet by a Dealer.

                                        3
<PAGE>

         1.19     "Dealer Trademark" means any design, image, visual
                  representation, logo, service mark, trade dress, trade name,
                  or trademark licensed to PrivilegeONE by a Dealer now or
                  during the term of this Agreement, including any Renewal Term,
                  for use by Fleet to solicit Customers and other consumers for
                  Credit Cards pursuant to this Agreement.

         1.20     "Fleet Sourced Account" means an Account that is generated
                  solely as a result of Fleet's own marketing efforts.

         1.21     "Fleet Trademark" means any design, image, visual
                  representation, logo, service mark, trade dress, trade name,
                  or trademark owned, used or acquired by Fleet now or during
                  the term of this Agreement, including any Renewal Term, as
                  approved by Fleet in writing for use by PrivilegeONE pursuant
                  to this Agreement.

         1.22     "Fleet Web Site" means the Internet site owned by Fleet at
                  [http://www.fleet.com/fleetcc.com], together with any mirror
                  Web sites and successors to such Web sites.

         1.23     "Implementation Date" means the first date on which Fleet
                  accepts an Application for a Credit Card.

         1.24     "Instant Pre-Qualification Process" means the process through
                  which Fleet, utilizing its prospects database and Fleet's
                  credit criteria, determines if Customers or other consumers
                  meet Fleet's criteria to receive a solicitation for a Credit
                  Card.

         1.25     "Marketing Materials" means the advertisements, brochures,
                  solicitation materials, Scripts, talking points, displays,
                  radio or television advertisements, or other marketing
                  information, which describe, promote or otherwise relate to
                  marketing the Program, and which shall be owned by Fleet;
                  provided, however, that "Marketing Materials" shall not
                  include the Program concept or the PrivilegeONE NetworksSM.

         1.26     "Original Term" means the term of this Agreement as specified
                  in Section 10 of this Agreement.

         1.27     "Performance Date" means the date thirty (30) days following
                  the Implementation Date, which shall serve as the starting
                  point for the performance milestones set forth in Sections
                  10.4, 10.5 and 10.6 of this Agreement.

         1.28     "Point-of-Sale" means the time when (i) a Customer meets with
                  a Dealer's finance manager or functional equivalent to offer
                  the Credit Card Loyalty Program and the PrivilegeONE
                  Membership Plan while executing the documents to purchase or
                  lease a Vehicle from such Dealer, or (ii) a

                                       4
<PAGE>

                  Customer meets with an authorized member of the Dealer's
                  service team in conjunction with payment for Vehicle service,
                  repairs or parts.

         1.29     "PrivilegeONE Membership Plan" is the loyalty program
                  developed and owned by PrivilegeONE, and which is offered to
                  consumers and Customers by PrivilegeONE, but not Fleet,
                  containing the features set forth in Exhibit D and as
                  described in Section 2.1.

         1.30     "PrivilegeONE NetworksSM" means the, that certain unique
                  system and process conceived by PrivilegeONE to aggregate
                  disparate dealers, dealer groups under common ownership or
                  specific dealer franchisees, so as to produce sufficient
                  credit card acquisition volume in order to establish a viable
                  credit card program, and which system and process form the
                  basis of this Program and shall be implemented in accordance
                  with this Agreement.

         1.31     "PrivilegeONE Trademark" means any design, image, visual
                  representation, logo, service mark, trade dress, trade name,
                  or trademark owned, used or acquired by PrivilegeONE now or
                  during the term of this Agreement, including any Renewal Term,
                  as approved by PrivilegeONE in writing for use by Fleet
                  pursuant to this Agreement.

         1.32     "Program" means the program described in this Agreement, under
                  which Fleet and PrivilegeONE shall solicit Customers and other
                  consumers for Credit Cards pursuant to this Agreement.

         1.33     "Rebate" means a type of redemption of Credit Card Loyalty
                  Points under the Credit Card Loyalty Program where a
                  Cardholder is entitled to receive a credit toward the purchase
                  or lease of a Vehicle from a Dealer based on such Cardholder's
                  Account usage as described in Section 6.7.

         1.34     "Rebate Redemption Process" as used in this Agreement means
                  the proprietary and unique processes, procedures, and systems
                  developed by PrivilegeONE and which allow qualified employees
                  of Dealers enrolled in the Program, PrivilegeONE, and
                  PrivilegeONE's authorized vendors to facilitate Cardholders'
                  use of the consumer value proposition described as part of the
                  Credit Card Loyalty Program described herein. Specifically,
                  these processes, procedures, and systems (PP&S) include: (i)
                  the flow and utilization of data once it has been provided to
                  PrivilegeONE by Fleet or an organization acting on Fleet's
                  behalf; (ii) PP&S developed and used by PrivilegeONE to
                  authenticate Cardholders and authorized Dealer employees;
                  (iii) PP&S developed and used by PrivilegeONE to execute the
                  Rebate redemption transactions on behalf of Fleet, the Dealer
                  and the Cardholder; (iv) PP&S developed and used by
                  PrivilegeONE to ensure the transactions and supporting
                  activities are properly recorded, assigned cost, invoiced and
                  paid to the appropriate parties; (v) PP&S developed and used

                                       5
<PAGE>

                  by PrivilegeONE to remedy transaction errors, "changes of
                  mind" and fraud; (vi) PP&S developed and used by PrivilegeONE
                  to prepare and upload transaction, financial or other data to
                  Fleet or organizations acting on Fleet's behalf; and (vii)
                  PP&S developed and used by PrivilegeONE to predict the
                  marketing, financial and operational performance.

         1.35     "Renewal Term" means the term of a renewal of this Agreement
                  beyond the Original Term as described in Section 10 of this
                  Agreement.

         1.36     "Script" means the language to be used by Dealers to solicit
                  Customers for Credit Cards under the Program, or to respond to
                  questions from Customers regarding the Program.

         1.37     "Vehicle" means any new or pre-owned automobile or light truck
                  sold, leased or serviced by a Dealer participating in the
                  Program.

         1.38     "Web" means the World Wide Web.

         1.39     "Web Site" means the Internet site owned by PrivilegeONE
                  [http://www.PrivilegeONE.com], and any mirror or successors to
                  such Web Site.

2.       THE PROGRAM
         -----------

         2.1      DESCRIPTION OF THE PROGRAM.

                  (a)      Subject to Applicable Law, Fleet and PrivilegeONE
                           shall work jointly to develop and market the Program
                           and to solicit Applications from consumers residing
                           in the United States, including its territories, to
                           enable Fleet to establish Accounts and issue Credit
                           Cards.

                  (b)      PrivilegeONE seeks to create a national network of
                           Dealers which will offer the PrivilegeONE Membership
                           Plan and the Credit Card Loyalty Program to Customers
                           and other consumers.

                  (c)      Pursuant to this Agreement, Fleet and PrivilegeONE
                           shall jointly offer the Credit Card Loyalty Program
                           to Customers and other consumers. The Credit Card
                           Loyalty Program, as described more fully in Section 6
                           and Exhibits C and D to this Agreement, shall entitle
                           Cardholders to accrue Credit Card Loyalty Points
                           based upon such Cardholder's Account usage.
                           Cardholders shall have the right to redeem such
                           Credit Card Loyalty Points for a Rebate. In addition,
                           as part of the Credit Card Loyalty Program,
                           Cardholders shall be entitled to receive the
                           following items: ten percent (10%) discount on
                           Vehicle parts and service, coupon based

                                       6
<PAGE>

                           offers, starting system check, tire rotations and
                           safety check, preferred appointments, sweepstakes
                           entries based on Credit Card usage, and a trade in
                           allowance if all major services, as described in the
                           Dealer Contract attached hereto as Exhibit G, on the
                           Vehicle to be traded occurred at the Dealer.

                  (d)      Distinct from the Credit Card Loyalty Program,
                           PrivilegeONE shall offer to Customers the
                           PrivilegeONE Membership Plan. The PrivilegeONE
                           Membership Plan shall entitle Customers and other
                           consumers to receive specified values, products and
                           services from a Dealer based on such Customer's
                           registration and participation in the PrivilegeONE
                           Membership Plan, which will commence ninety (90)
                           calendar days from the Implementation Date. All of
                           the components of the PrivilegeONE Membership Plan
                           shall be available to Cardholders as part of the
                           Credit Card Loyalty Program, however, the Credit Card
                           Loyalty Program shall have components that are not
                           available to Customers and other consumers through
                           the PrivilegeONE Membership Plan. The initial
                           components of the PrivilegeONE Membership Plan are
                           set forth in Exhibit D. PrivilegeONE agrees and
                           acknowledges that Fleet shall not own, or bear any
                           cost, liability or responsibility for the
                           PrivilegeONE Membership Plan.

                  (e)      (i) If a Cardholder moves more than seventy-five (75)
                           miles away from his or her original Dealer during the
                           duration of the Credit Card Loyalty Program, (ii) if
                           a Dealer's participation in the Credit Card Loyalty
                           Program is terminated, or (iii) if a Dealer
                           terminates its participation in the Credit Card
                           Loyalty Program, any affected Cardholder shall have
                           the option of transferring his or her membership in
                           the Credit Card Loyalty Program from such current
                           Dealer to another Dealer. In the event the transfer
                           is made in accordance with subsection (i) above, such
                           transfer shall be subject to the Cardholder's payment
                           of a $100 transfer fee, which shall be shared equally
                           by PrivilegeONE and Fleet.

         2.2      SOLICITATION METHODS. Subject to Applicable Law, Fleet and
                  PrivilegeONE shall solicit Customers and other consumers for
                  Credit Cards at the Point-of-Sale through the Instant
                  Pre-Qualification Process using such Marketing Materials, as
                  may be approved by PrivilegeONE, which approval shall not be
                  unreasonably withheld, subject to final written approval by
                  Fleet of such Marketing Materials. Additional marketing and
                  solicitation efforts will be governed by Section 2.12.

                                       7
<PAGE>

         2.3      OWNERSHIP OF ACCOUNTS, ACCOUNT INFORMATION, CUSTOMER DATA,
                  PRIVILEGEONE NETWORKSSM AND REBATE REDEMPTION PROCESS.

                  (a)      Fleet shall be the sole and complete owner of, and
                           PrivilegeONE shall have no right, title or interest
                           in the Accounts, the Credit Cards, Account
                           Information or in any interest income, fees or other
                           revenue generated under, or information resulting
                           from, operating the Accounts, and the Credit Cards,
                           and such ownership shall in no way be affected by
                           termination of the Program, provided that this
                           Section is not intended to further limit the rights
                           of PrivilegeONE as set forth in Sections 2.4 (b), 2.4
                           (c), 3.9 and 9 of this Agreement.

                  (b)      As between Fleet and PrivilegeONE, PrivilegeONE shall
                           be the sole and complete owner of, and Fleet shall
                           have no right, title or interest in the Customer
                           Data, provided that this Section is not intended to
                           further limit the rights of Fleet as otherwise set
                           forth in this Agreement. Notwithstanding the
                           foregoing, Fleet may maintain separately and
                           permanently all information obtained by Fleet from
                           Customers, and all information obtained as a result
                           of an Account relationship or an Application for an
                           Account by a Customer or other consumer, and such
                           information shall not constitute Customer Data.

                  (c)      PrivilegeONE shall be the sole and complete owner of,
                           and Fleet shall have no right, title or interest in
                           those portions of the PrivilegeONE NetworksSM and the
                           Rebate Redemption Process developed exclusively by
                           PrivilegeONE, and such ownership shall in no way be
                           affected by termination of the Program.

                  (d)      The provisions of this Section 2.3 shall survive
                           termination of this Agreement.

         2.4      EXCHANGE AND USE OF LOYALTY POINT INFORMATION AND CUSTOMER
                  DATA.

                  (a)      CUSTOMER DATA. PrivilegeONE shall collect and provide
                           to Fleet all Customer Data. Subject to Sections
                           2.5(b) and 2.6 and 3.6, Fleet shall have the right to
                           utilize the Customer Data for marketing,
                           solicitation, and promotional purposes.

                  (b)      CREDIT CARD LOYALTY POINTS INFORMATION. Solely to
                           facilitate PrivilegeONE's execution of the Credit
                           Card Loyalty Program as described in this Agreement,
                           and subject to Applicable Law, privacy standards and
                           Fleet's privacy policy, Fleet shall provide to
                           PrivilegeONE, a report containing the amount of each
                           eligible Cardholder's aggregate purchases eligible to
                           earn Credit Card Loyalty Points ("Credit Card Loyalty
                           Points Information"). During

                                       8
<PAGE>

                           the term of this Agreement, including any Renewal
                           Term, on or before the fifteenth calendar day after
                           the end of each calendar month, or as soon as
                           practicable thereafter, Fleet shall provide
                           PrivilegeONE with all applicable updates to the
                           Credit Card Loyalty Points Information. The Credit
                           Card Loyalty Points Information shall be provided
                           free of charge to PrivilegeONE in a format agreed to
                           by the parties.

                  (c)      OTHER AGGREGATE INFORMATION. On or before the
                           fifteenth calendar day after the end of each calendar
                           month during the term of this Agreement and any
                           Renewal Term, Fleet will provide PrivilegeONE with a
                           statement showing the number of Accounts sourced by
                           each Dealer during the previous calendar month and
                           the net finance charge income collected by Fleet from
                           Cardholders during the previous calendar month
                           (collectively "Other Aggregate Information").

                  (d)      REDEMPTION INFORMATION. On or before the fifteenth
                           calendar day after the end of each calendar month
                           during the term of this Agreement and any Renewal
                           Term, PrivilegeONE will provide Fleet with a
                           statement showing the Cardholders who have redeemed
                           Credit Card Loyalty Points under the Credit Card
                           Loyalty Program.

         2.5      TRANSFER OF ACCOUNT INFORMATION, CUSTOMER DATA AND CREDIT CARD
                  LOYALTY POINTS INFORMATION TO THIRD PARTIES.

                  (a)      PrivilegeONE shall not sell, rent, transfer or
                           provide Account Information, any Credit Card Loyalty
                           Points Information, or Other Aggregate Information,
                           in whole or in part to any third party, including
                           without limitation, subsidiaries or affiliates,
                           without the prior written approval of Fleet. Any such
                           permitted transfer of this information shall be made
                           in accordance with all Applicable Laws.

                  (b)      Fleet shall not sell, rent, transfer or provide any
                           Customer Data, in whole or in part, to any third
                           party, including without limitation, subsidiaries or
                           affiliates, without the prior written approval of
                           PrivilegeONE. Any such permitted transfer of this
                           information shall be made in accordance with all
                           Applicable Laws.

                  (c)      Notwithstanding the foregoing, Fleet and PrivilegeONE
                           shall be permitted to disclose Customer Data and the
                           Credit Card Loyalty Points Information to third
                           parties (such as vendors, Dealers and subcontractors)
                           to the extent such disclosure is necessary for such
                           party to fulfill its obligations under this
                           Agreement, provided that such disclosure does not
                           violate Applicable Law and is made

                                       9
<PAGE>

                           subject to a confidentiality agreement prohibiting
                           such third party from disclosing Customer Data and/or
                           the Credit Card Loyalty Points Information to any
                           other party. Notwithstanding the foregoing, nothing
                           in this Agreement shall be deemed to prohibit Fleet
                           from using the data collected by Fleet in any manner
                           consistent with this Agreement.

                  (d)      This Section 2.5 shall survive termination of this
                           Agreement.

         2.6      CROSS-MARKETING. Subject to Applicable Law and Section 3.6,
                  Fleet shall have the right to solicit Cardholders on behalf of
                  itself, its affiliates and unaffiliated third parties, for
                  services or products offered by Fleet, any of its affiliates,
                  or unaffiliated third parties, except as restricted in this
                  Section 2.6(a) through 2.6(d).

                  (a)      Fleet shall be prohibited from soliciting Cardholders
                           for the following products which are in competition
                           with PrivilegeONE and the Dealers: Internet Vehicle
                           sales, Internet Vehicle brokering, Vehicle extended
                           warranties, Vehicle financing, and offers on Vehicle
                           parts, Vehicle service and Vehicle accessories.
                           However, it is understood that Fleet may solicit
                           Cardholders for other financial products of Fleet and
                           its affiliates.

                  (b)      For each additional credit card account or unsecured
                           loan account that Fleet opens as a result of
                           cross-marketing to Cardholders, Fleet will pay
                           PrivilegeONE royalties in the form of New Account Fee
                           and Net Finance Charge Revenue as defined in Exhibit
                           A.

                  (c)      Fleet shall have the right to solicit to Cardholders,
                           the products and services and categories of products
                           and services listed in Exhibit E (the "Fleet
                           Complementary Products"). Fleet may add additional
                           products and services to the Fleet Complementary
                           Products categories defined in Exhibit E with prior
                           written notice to PrivilegeONE. Fleet may add new
                           categories of Fleet Complementary Products with prior
                           approval of PrivilegeONE; such approval shall not be
                           unreasonably withheld.

                  (d)      In the event Fleet elects to solicit non-Cardholder
                           Customers using the PrivilegeONE and/or Dealer
                           Customer Data provided in the performance of this
                           Agreement for other non-Cardholder related products
                           and services, Fleet shall provide notice to
                           PrivilegeONE at least thirty (30) days prior to the
                           start of such solicitations, and Fleet will negotiate
                           a mutually acceptable fee schedule to compensate
                           PrivilegeONE for the use of such Customer Data by
                           Fleet. Such other products and services may include,
                           but shall not

                                       10
<PAGE>

                           be limited to: mortgages, retail deposit accounts,
                           brokerage accounts and student loans.

         2.7      ACCOUNT APPROVAL. PrivilegeONE agrees and acknowledges that
                  neither PrivilegeONE nor any of its employees, may legally
                  bind or otherwise commit Fleet to any agreement or arrangement
                  of any kind and that an Application for an Account can only be
                  approved by Fleet.

         2.8      CREDIT DECISIONS AND CRITERIA.


                  (a)      Except as otherwise provided in this Agreement,
                           Credit Cards shall initially have the terms and
                           conditions set forth in Exhibit B to this Agreement.

                  (b)      Subject to Applicable Law, Fleet shall be permitted
                           to establish and change from time to time any and all
                           of the financial or other terms and conditions
                           applicable to Accounts and to each type of Credit
                           Card fee or charge described in Exhibit B, and any
                           other features of the Program. Written notice of any
                           proposed changes shall be provided to PrivilegeONE at
                           least sixty (60) days prior to the effective date of
                           such changes, and shall also be communicated to the
                           Dealers through the Web Site by Fleet. Fleet shall
                           provide advance notice of all agreed upon changes to
                           the Cardholders as required by Applicable Law. Fleet
                           agrees that any changes made hereunder shall be
                           consistent with market and industry standards for
                           portfolios with similar risk and profitability
                           characteristics.

                  (c)      All credit decisions relating to Accounts shall be
                           solely within the discretion of Fleet. Fleet shall
                           establish the credit criteria and may modify such
                           criteria at any time as Fleet, in its sole
                           discretion, chooses. As between Fleet and
                           PrivilegeONE, Fleet shall bear all liability for
                           credit decisions and risk of credit loss on the
                           Accounts. Fleet shall not be responsible for Dealer
                           fraud.

         2.9      THE CREDIT CARD. Fleet and PrivilegeONE shall work together to
                  create mutually acceptable designs for the front of the Credit
                  Card, which will include the Dealer Trademarks. If Fleet
                  reasonably foresees a delay in producing such Credit Cards, it
                  shall provide written notice, including the reasons for the
                  delay, to PrivilegeONE.

         2.10     CARDHOLDER AGREEMENT. All aspects of the Accounts and use of
                  Credit Cards shall be governed by the terms of the Cardholder
                  Agreement. Fleet shall have the sole and exclusive right to
                  amend the Cardholder Agreement at any time as it deems
                  appropriate with prior notice to PrivilegeONE of any material
                  Program-wide changes.

                                       11
<PAGE>

         2.11     CHANGE IN TERMS NOTICE. If Fleet changes any of the terms of,
                  or policies relating to, the Accounts or the Cardholder
                  Agreements, Fleet shall have sole discretion over the form and
                  content of any notice to Cardholders with respect thereto with
                  prior notice to PrivilegeONE of any material Program-wide
                  changes.

         2.12     MARKETING.

                  (a)      RESPONSIBILITIES. Fleet and PrivilegeONE will jointly
                           review and approve business strategies and marketing
                           plans for the Program. Fleet shall have the right of
                           prior approval of the commencement of specific
                           marketing and solicitation efforts.

                  (b)      DISPUTE RESOLUTION. If there is an aspect of the
                           marketing plan or another issue on which the parties
                           cannot agree, then the parties shall refer the
                           dispute or disagreement to a senior officer at Fleet
                           and a senior officer at PrivilegeONE who shall meet
                           and attempt in good faith to resolve such dispute. If
                           such dispute remains unresolved, such dispute shall
                           be referred to mediation. Until and unless such
                           dispute or disagreement is resolved, the parties will
                           implement only those aspects of the marketing plan on
                           which the parties have agreed. Each party shall bear
                           its own expenses for any negotiations and mediation
                           incurred pursuant to this Section.

         2.13     AUDIT RIGHTS.

                  (a)      Fleet shall have the right, with or by its duly
                           appointed representative, to review, inspect and
                           audit, at Fleet's sole expense, the books, records,
                           data files and other information and the facilities
                           and operations maintained by or on behalf of
                           PrivilegeONE, related to the operation of the Program
                           and the performance of its obligations under this
                           Agreement. Any and all information gathered as a
                           result of such inspection shall be considered
                           confidential and proprietary information pursuant to
                           Section 11.

                  (b)      PrivilegeONE shall have the right, with or by its
                           duly appointed representative, to review, inspect and
                           audit, at PrivilegeONE's sole expense, the books,
                           records, data files and other information and the
                           facilities and operations maintained by or on behalf
                           of Fleet, related to the operation of the Program and
                           the performance of its obligations under this
                           Agreement. Any and all information gathered as a
                           result of such inspection shall be considered
                           confidential and proprietary information pursuant to
                           Section 11.

                                       12
<PAGE>

                  (c)      Such inspections shall occur at such reasonable times
                           as shall be agreed upon by the parties, and only
                           during normal business hours, using reasonable care
                           not to cause damage and not to interrupt the normal
                           business operations of the audited party. Such audits
                           (i) shall not occur more than once within a twelve
                           (12) month period, (ii) shall be subject to such
                           security procedures as the inspected party may
                           reasonably impose, (iii) shall be subject to such
                           limitations as may be required under Applicable Law
                           governing the conduct of the inspected party's
                           business, and (iv) shall be performed according to a
                           mutually agreed upon audit plan, which shall include
                           the scope of the audit and a description of necessary
                           documents.

                  (d)      If any audit reveals a deficiency of the greater of
                           $1,000 or five percent (5%) of the amounts which the
                           audited party is obligated to provide pursuant to
                           this Agreement to the auditing party for the audited
                           period, (i) the audited party shall reimburse the
                           auditing party for the reasonable cost of such audit,
                           (ii) the audited party shall promptly remit to the
                           auditing party the amount of any underpayment or
                           other obligation, as the case may be, provided that
                           such auditing party has submitted documentation to
                           the audited party evidencing such deficiency, and
                           (iii) the auditing party shall have the right to
                           conduct an additional audit after a six (6) month
                           period has passed since the audit containing the
                           discrepancy.

         2.14     PRESS RELEASES. Except as may be required by law or
                  regulation, no party shall issue a press release or make any
                  public announcement relating to the Program without review by,
                  and the prior consent of, the other party. Such review
                  opportunity shall occur at least two (2) business days in
                  advance of such press release or announcement. Fleet and
                  PrivilegeONE agree to consult with each other prior to any
                  conference with the press or other news media relating to the
                  Program, including consultation with regard to responses to
                  inquiries from the press or other media about the Program.

3.       RESPONSIBILITIES OF FLEET
         -------------------------

         3.1      PERFORM FUNCTIONS OF THE ISSUING BANK. Subject to the terms
                  and conditions of this Agreement, Fleet shall, consistent with
                  reasonable business practices and credit card industry
                  standards: (a) solicit to eligible Customers and other
                  consumers one (1) or more types of Credit Cards under the
                  Program; (b) perform for each Credit Card all functions of the
                  issuing bank at its own expense, including without limitation
                  (i) designing the Application forms, (ii) receiving, reviewing
                  and processing Applications for Credit Cards, (iii) providing
                  customer service and

                                       13
<PAGE>

                  otherwise administering and operating the Program and the
                  relationships with Cardholders consistent with the services
                  that it currently provides to its national credit card
                  portfolio, (iv) evaluating the creditworthiness of each
                  Applicant for an Account, (v) making all credit determinations
                  and bearing all credit risks, (vi) establishing credit limits
                  for each Cardholder, and (vii) issuing Credit Cards to all
                  qualified Cardholders, which Credit Cards shall initially have
                  the terms and conditions set forth in Exhibit B to this
                  Agreement which terms and conditions may be modified by Fleet
                  in its sole discretion in accordance with this Agreement; (c)
                  in connection with the licensed use of the Dealer Trademarks
                  and the PrivilegeONE Trademarks, Fleet shall apply such
                  trademark markings as requested by the Dealers and
                  PrivilegeONE.

         3.2      COSTS OF THE PROGRAM. Fleet shall bear all costs of
                  administering the Program, including the cost of producing and
                  distributing the Credit Cards, except as otherwise provided in
                  this Agreement.

         3.3      SECURITY. Fleet shall maintain adequate security procedures,
                  including without limitation, firewalls and virus protection,
                  to protect the privacy and information of Applicants,
                  Customers and Cardholders.

         3.4      REASONABLE ASSISTANCE. Fleet agrees to provide PrivilegeONE
                  with such assistance as may be reasonably requested by
                  PrivilegeONE in connection with the Program in accordance with
                  Applicable Law, including but not limited to, the assignment
                  of a designated Program administrator who will provide
                  on-going support to PrivilegeONE.

         3.5      TRADEMARKS.

                  (a)      At the request of PrivilegeONE, Fleet:

                           (i)      shall provide to PrivilegeONE copies,
                                    photographs or representative samples of its
                                    Marketing Materials, advertising copy,
                                    promotional materials or other materials
                                    bearing any of the Dealer Trademarks or
                                    PrivilegeONE Trademarks;

                           (ii)     shall provide to PrivilegeONE access to, and
                                    samples of, the products on which any of the
                                    Dealer Trademarks or PrivilegeONE Trademarks
                                    are used;

                           (iii)    shall not use or shall cease any use of, any
                                    of the Dealer Trademarks or PrivilegeONE
                                    Trademarks which are in contravention of any
                                    Applicable Law;

                                       14
<PAGE>

                           (iv)     shall not use or shall cease any use of, any
                                    of the Dealer Trademarks or PrivilegeONE
                                    Trademarks which impair the validity or
                                    enforceability of the such trademarks; and

                           (v)      shall not use or shall cease any use of, any
                                    of the Dealer Trademarks or PrivilegeONE
                                    Trademarks which in any way disparage or
                                    dilute such trademarks provided that ceasing
                                    use upon or after termination shall be
                                    deemed not to constitute disparagement.

                  (b)      In addition, Fleet agrees that all use of the Dealer
                           Trademarks and PrivilegeONE Trademarks by Fleet shall
                           inure to the benefit of the Dealers and PrivilegeONE
                           and Fleet shall not contest the Dealers' or
                           PrivilegeONE's rights in and to any of their
                           respective trademarks.

         3.6      EXCLUSIVITY; RETENTION OF MAILING LISTS. During the term of
                  this Agreement, including any Renewal Terms, and thereafter as
                  set forth herein in this Section 3.6, Fleet agrees to the
                  following limited exclusivity:

                  (a)      (i) Except as provided herein, Fleet shall not
                           advertise, promote or market any credit cards, debit
                           cards or stored value cards for a program in the
                           United States and the territories of the United
                           States which incorporates any of the following unique
                           features of the PrivilegeONE program: (A) cardholders
                           receive a credit card, debit card or stored value
                           card bearing the name of a specific dealer, dealer
                           group under common ownership or specific dealer
                           franchisee; (B) cardholder rewards are redeemable
                           only at the specific dealer, dealer group under
                           common ownership or specific dealer franchisee
                           identified on the cardholder's credit card, debit
                           card or stored value card; or (C) such program
                           includes parts and/or service discounts which are
                           funded by and can only be redeemed by the specific
                           dealer, dealer group under common ownership or
                           specific dealer franchise identified on the
                           cardholder's credit card, debit card or stored value
                           card.

                           (ii) The exclusivity provisions of Section 3.6(a)(i)
                           above shall relate only to programs which
                           predominantly revolve around the retail sale and
                           servicing of Vehicles, recreational vehicles,
                           campers, recreational watercraft, motorcycles and
                           all-terrain vehicles. Nothing in Section 3.6(a)(i) is
                           intended nor shall it be construed to apply to
                           programs involving other retail categories or
                           products. Further, nothing herein is intended to
                           limit Fleet's ability to enter in to a co-brand
                           credit card, debit card or stored value card program
                           involving Vehicles, recreational vehicles, campers,
                           recreational watercraft, motorcycles or all-terrain
                           vehicles if such

                                       15
<PAGE>

                           program is sponsored by a manufacturer of such an
                           item, provided such program does not incorporate or
                           utilize any of the unique features identified in
                           Sections 3.6(a)(i)(A) through (C) above.

                           (iii) This exclusivity provision shall survive
                           termination of the Agreement for a period of two (2)
                           years. However, if, following termination of this
                           Agreement, a co-brand credit card, debit card or
                           stored value card program involving Vehicles,
                           recreational vehicles, campers, recreational
                           watercraft, motorcycles or all-terrain vehicles is
                           sponsored by a manufacturer of such an item, and such
                           program seeks to utilize a credit card, debit card or
                           stored value card bearing the name of a specific
                           dealer, dealer group or specific dealer franchisee
                           (as provided in Section 3.6(a)(i)(A)), Fleet shall be
                           entitled to participate in such a program; provided,
                           however, that such program does not incorporate those
                           features in Sections 3.6(a)(i)(B) and (C), and it is
                           understood that exclusivity as to Sections
                           3.6(a)(i)(B) and (C) shall survive termination for
                           the full two (2) year period.

                  (b)      Except as provided herein, Fleet will not sell, rent
                           or otherwise make available, or allow others to sell,
                           rent or otherwise make available, any of its Customer
                           Data, Account Information, completed Application,
                           Dealer mailing lists or information about any current
                           or potential Customer or Cardholder in relation to or
                           for promoting competing credit cards, debit cards or
                           stored value cards, for any entity in the Vehicle
                           industry in the United States and the territories of
                           the United States.

         3.7      TESTING. Prior to the Implementation Date, Fleet and
                  PrivilegeONE shall jointly test the capability of all internal
                  operating systems necessary for the performance of the
                  services described in this Agreement.

         3.8      LOYALTY POINT TRACKING. Fleet shall track and account for each
                  Cardholder's Credit Card Loyalty Point balance, based on
                  Cardholder purchase information, account status and the
                  redemption information provided by PrivilegeONE.

         3.9      ACTIVITY REPORTS. Fleet will provide Program activity reports
                  to PrivilegeONE on a monthly basis, unless otherwise
                  indicated, which reports shall include, without limitation,
                  the following information:

                  (a) Number and Dealer identity of new accounts (to be provided
                      on a biweekly basis);
                  (b) Active Account average balances (to be provided on monthly
                      basis);
                  (c) Net interest earned by Fleet on Accounts in Good Standing
                      (as defined in Exhibit A);

                                       16
<PAGE>

                  (d) The number of all Active Accounts and Account data for the
                      redemptions;
                  (e) Cardholder address changes (to be provided on a weekly
                      basis); and
                  (f) The number of Fleet Sourced Accounts (to be provided on
                      monthly basis).

4.       RESPONSIBILITIES OF PRIVILEGEONE
         --------------------------------

         4.1      EXCLUSIVITY.

                  (a)      EXCLUSIVITY FOR THE PROGRAM.

                           (i) PRIVILEGEONE. Except as otherwise provided in
                           this Agreement, during the term of this Agreement,
                           including any Renewal Terms, PrivilegeONE shall
                           endorse the Program exclusively, and shall not
                           advertise, promote or market unsecured or secured
                           credit cards, charge cards (such as American
                           Express), travel and entertainment cards (such as
                           Diner's Club), debit cards and stored value cards
                           (collectively "Card Products") for any entity other
                           than Fleet in the Vehicle industry in the United
                           States and the territories of the United States.
                           Consistent with this provision, PrivilegeONE will
                           first offer to Fleet the opportunity to participate
                           in any program developed by PrivilegeONE and
                           involving another Card Product outside of the Vehicle
                           industry. Fleet shall have thirty (30) days to accept
                           or reject PrivilegeONE's offer, and if the offer is
                           rejected PrivilegeONE shall be permitted to solicit
                           and/or engage an issuer other than Fleet. If Fleet
                           accepts the offer, the parties shall use their best
                           efforts to implement the Card Product within ninety
                           (90) days of such acceptance.

                           (ii) DEALERS. PrivilegeONE shall require Dealers, in
                           the Dealer Contract, to endorse the Program
                           exclusively during the term of this Agreement,
                           including any Renewal Terms, and contractually
                           prohibit Dealers from advertising, promoting or
                           marketing Card Products for any entity other than
                           Fleet, without the express written consent of Fleet
                           and PrivilegeONE.

                  (b)      EXCLUSIVITY FOR NEGOTIATIONS OF A CO-BRAND PROGRAM.
                           During the term of this Agreement, including any
                           Renewal Terms, PrivilegeONE shall not solicit
                           proposals for, or enter into negotiations for, the
                           providing of any Card Product for any entity other
                           than Fleet for the Vehicle industry in the United
                           States and the territories of the United States. This
                           provision shall be of no force and effect following
                           such date that either party provides notice to the
                           other of its intent to terminate this Agreement in
                           accordance with its terms.

                                       17
<PAGE>

                  (c)      EXCLUSIVITY FOR MAILING LISTS. During the term of
                           this Agreement, including any Renewal Term, and
                           except as otherwise provided herein, PrivilegeONE
                           will not sell, rent or otherwise make available, or
                           allow others to sell, rent or otherwise make
                           available, any of its Dealer mailing lists or
                           information about any current or potential Customer
                           or Cardholder in relation to or for promoting any
                           Card Product for any entity other than Fleet in the
                           United States and the territories of the United
                           States.

         4.2      CUSTOMER PRE-QUALIFICATION. PrivilegeONE agrees that it will
                  not sponsor, advertise, market, or act as agent, promoter or
                  otherwise engage in a Card Product which could infringe upon
                  the I-Now(TM) process, patent pending. In the event that the
                  parties cannot agree as to whether or not a proposed Card
                  Product could infringe upon the I-Now(TM) process, patent
                  pending, the parties agree to submit their dispute to a
                  mutually acceptable, independent intellectual property
                  attorney who will make such determination. The parties agree
                  to share the costs and expenses associated with such
                  independent determination. This provision shall not apply if a
                  patent is finally and definitively denied for the I-Now(TM)
                  process.

         4.3      TRADEMARK LICENSE; OWNERSHIP. Subject to the terms in Section
                  3.5, PrivilegeONE hereby grants to Fleet a limited,
                  royalty-free, exclusive license or sub-license, as the case
                  may be, to use, display and reproduce the Dealer Trademarks
                  and PrivilegeONE Trademarks in connection with its marketing,
                  promotion and other obligations under the Program to solicit
                  Customers and other consumers for Credit Cards as set forth in
                  this Agreement. Fleet agrees to submit to PrivilegeONE, for
                  their prior written approval, samples of all intended uses of
                  the Dealer Trademarks or PrivilegeONE Trademarks, and Fleet
                  agrees to use the Dealer Trademarks or PrivilegeONE Trademarks
                  in a manner, and only as, approved by PrivilegeONE and the
                  Dealer. PrivilegeONE will be responsible for delivering
                  trademark samples to Dealers and for securing the written
                  approval from each Dealer for Dealer Trademark usage. Except
                  as otherwise provided by this Agreement, upon termination of
                  this Agreement, Fleet shall promptly cease use of the Dealer
                  Trademarks and the PrivilegeONE Trademarks. The trademark
                  licenses granted hereunder shall not constitute a grant to
                  Fleet of any ownership interest or greater right whatsoever in
                  the Dealer Trademarks and PrivilegeONE Trademarks, which shall
                  remain the sole property of the respective owner. Nothing in
                  this Agreement shall limit a party's rights to use its own
                  trademarks in any manner whatsoever that is not in violation
                  of this Agreement.

         4.4      PROMOTION OF THE PROGRAM. PrivilegeONE will actively promote
                  and offer the Program to Dealers using the PrivilegeONE
                  NetworksSM or other marketing methods approved by Fleet and
                  PrivilegeONE. PrivilegeONE

                                       18
<PAGE>

                  will enter into Dealer Contracts as set forth in Exhibit G.
                  PrivilegeONE will promote the PrivilegeONE Membership Plan to
                  Customers and other consumers ninety (90) days after the
                  Implementation Date, in addition to promoting the Credit Card
                  Loyalty Program that Fleet and PrivilegeONE offer pursuant to
                  this Agreement. The initial components of the PrivilegeONE
                  Membership Plan are set forth in Exhibit D.

         4.5      PRIVILEGEONE WEB SITE. PrivilegeONE will develop, launch and
                  maintain the Web Site that will be used as a portal of
                  information for Customers, Cardholders and Dealers. The Web
                  Site also will serve as the information link between Fleet and
                  the Dealers. The Web Site will contain a frame to the Fleet
                  Web Site. The Fleet Web Site will contain the Application for
                  a Credit Card and other information as Fleet, in its sole
                  discretion, determines. Any Marketing Materials or other
                  solicitation materials describing the Program used by
                  PrivilegeONE shall be submitted to Fleet for its prior written
                  approval, which shall not be unreasonably withheld. Any
                  Marketing Materials or other solicitation materials describing
                  the Program used by Fleet shall be submitted to PrivilegeONE
                  for its prior written approval, which will not be unreasonably
                  withheld.

         4.6      START-UP COSTS. PrivilegeONE will reimburse Fleet for up to
                  three-hundred-fifty-thousand-dollars ($350,000) ("Startup
                  Costs") for reasonable out-of-pocket expenses incurred by
                  Fleet in connection with the development and implementation of
                  the Program. PrivilegeONE agrees to pay the Startup Costs as
                  invoiced by Fleet. Any Start-up Costs that PrivilegeONE has
                  paid to Fleet prior to the Effective Date shall be included in
                  the Startup Cost total. Startup Costs shall be paid to Fleet
                  within thirty (30) calendar days after receipt of the invoice
                  for such Startup Costs. PrivilegeONE represents and warrants
                  to Fleet that it has obtained, by the Effective Date, a
                  guaranty from Calton, Inc. to pay, in full, the total Startup
                  Costs owed to Fleet in the event that PrivilegeONE is
                  unwilling or unable to pay such costs to Fleet. An executed
                  copy of such Corporate Guaranty is set forth as Exhibit F.
                  This Section shall survive termination of this Agreement.

         4.7      CREDIT CARD PLASTIC CHARGE. PrivilegeONE shall pay to Fleet
                  five hundred dollars ($500) for each unique Credit Card that
                  Fleet develops pursuant to this Agreement. The setup of each
                  unique Dealer name and generation of a sample plastic will be
                  considered a unique plastic for this purpose. Payment will be
                  due to Fleet upon receipt of the sample plastic. Payment to
                  Fleet will be in the form of a monthly wire transfer as
                  instructed by Fleet. If the accrued amount shall be equal to
                  or exceed $10,000, such payment shall be wired weekly. This
                  Section shall survive termination of this Agreement.

                                       19
<PAGE>

         4.8      SWEEPSTAKES PROGRAM. PrivilegeONE agrees to design, fund and
                  submit to Fleet, for Fleet's prior written approval, which
                  shall not be unreasonably withheld, a sweepstakes program for
                  Cardholders participating in the Credit Card Loyalty Program.
                  At PrivilegeONE's request, Fleet agrees to provide to
                  PrivilegeONE a list of no less than three (3) acceptable
                  sweepstakes vendors, and PrivilegeONE agrees to use one such
                  vendor in designing the sweepstakes program. Such sweepstakes
                  program shall be commercially available to Cardholders within
                  nine (9) months after the Implementation Date, except where
                  prohibited by Applicable Law.

         4.9      DEALER INCENTIVES. Subject to Fleet's prior written approval,
                  which shall not be unreasonably withheld, PrivilegeONE will
                  develop and fund an incentive program for Dealers and the
                  Dealer finance manager or functional equivalent to encourage
                  Dealers and the Dealer finance manager or functional
                  equivalent to participate in, and offer, the Credit Card
                  Loyalty Program. Any changes or revisions to such incentive
                  programs, including whether to continue such incentive
                  program, shall be subject to Fleet's prior written approval,
                  which will not be unreasonably withheld.

         4.10     FLEET CORRESPONDENCE. Any correspondence received by
                  PrivilegeONE that is intended for Fleet (E.G., Applications,
                  payments, billing inquiries, etc.) shall be deposited with an
                  overnight courier within forty-eight (48) hours of receipt to
                  be forwarded to Fleet. Fleet shall bear the cost of such
                  delivery. Any correspondence received by the Dealers that is
                  intended for Fleet (E.G., Applications, payments, billing
                  inquiries, etc.) shall be deposited with an overnight courier
                  or sent by first class mail at the Dealers' expense within
                  forty-eight (48) hours of receipt to be forwarded to Fleet.
                  PrivilegeONE agrees to use its best efforts to require Dealers
                  to comply with the provisions of this Section 4.10.

         4.11     REASONABLE ASSISTANCE. PrivilegeONE agrees to provide Fleet
                  with such information and assistance as may be reasonably
                  requested by Fleet in connection with the Program.

         4.12     DEALER CONTRACTS. PrivilegeONE agrees to enter into Dealer
                  Contracts with Dealers governing the Dealers' participation in
                  the Credit Card Loyalty Program. Each Dealer Contract will be
                  as set forth in Exhibit G, subject to change only with Fleet's
                  prior written approval. Each Dealer Contract will contain
                  trademark licensing language, as set forth in Exhibit G,
                  providing PrivilegeONE with the right to sublicense the Dealer
                  Trademarks to Fleet for Fleet to use as set forth in this
                  Agreement. PrivilegeONE agrees and acknowledges that Fleet
                  will only issue a Credit Card bearing a Dealer Trademark after
                  PrivilegeONE has executed a Dealer Contract with such Dealer
                  and Fleet determines, in Fleet's sole discretion, that such
                  Dealer

                                       20
<PAGE>

                  Contract contains the appropriate trademark language
                  permitting Fleet to use such Dealer Trademark as set forth in
                  this Agreement.

         4.13     SECURITY.

                  (a)      PrivilegeONE shall maintain adequate security
                           procedures, including without limitation, firewalls
                           and virus protection, to protect the privacy and
                           information of Applicants and Customers.

                  (b)      PrivilegeONE shall require Dealers, in each Dealer
                           Contract, to maintain adequate security procedures to
                           protect the privacy and information of Applicants.

                  (c)      Fleet shall have the right to perform initial and
                           periodic on-site security reviews at PrivilegeONE and
                           at the respective Dealers under conditions
                           substantially similar to those set forth in Section
                           2.13(c).

5.       PRIVILEGEONE MARKETING EFFORTS
         ------------------------------

         5.1      In the event that PrivilegeONE elects to conduct separate
                  marketing or solicitation efforts to solicit Applications for
                  the Program during the term of this Agreement, PrivilegeONE
                  shall bear all costs related to developing and administering
                  such marketing and solicitation efforts. Notwithstanding the
                  foregoing, Fleet shall have the right of prior approval of the
                  commencement of such marketing and solicitation efforts, and
                  of all solicitation materials generated for such marketing and
                  solicitation efforts, which approvals shall not be
                  unreasonably withheld. All costs incurred by Fleet in
                  developing and administering, or assisting PrivilegeONE in
                  developing or administering such marketing or solicitation
                  efforts, and all costs incurred by Fleet as a result of
                  Fleet's support of such marketing and solicitation efforts
                  shall be deducted from compensation payments due PrivilegeONE
                  under this Agreement if not previously paid by PrivilegeONE to
                  Fleet.

6.       REWARDS PROGRAM
         ---------------

         6.1      DESCRIPTION. Fleet and PrivilegeONE shall work together to
                  develop and maintain a Credit Card Loyalty Program, as
                  described in Section 2.1 and Exhibits C and D, that is
                  competitive in the marketplace for credit cards and related
                  products. The purpose of the Credit Card Loyalty Program is to
                  provide Cardholders with product incentives to encourage
                  Cardholders to make purchases on Accounts.

         6.2      LAUNCH OF CREDIT CARD LOYALTY PROGRAM. PrivilegeONE and Fleet
                  shall work together to establish a mutually acceptable Credit
                  Card Loyalty

                                       21
<PAGE>

                  Program that is commercially available to consumers and
                  Customers by the Implementation Date.

         6.3      PROGRAM RULES. The Credit Card Loyalty Program terms and
                  conditions shall govern the rights of Cardholders to earn and
                  redeem Credit Card Loyalty Points, including redemption rights
                  following termination of this Agreement; provided that under
                  no circumstances shall the parties hereto have any liability
                  whatsoever to Cardholders under the Program rules beyond the
                  time period established for such liability by this Agreement.


         6.4      RESPONSIBILITY FOR IMPLEMENTATION OF THE CREDIT CARD LOYALTY
                  PROGRAM. Except as set forth in Sections 3.8 and 6.7,
                  PrivilegeONE agrees to be solely responsible for, and to bear
                  the expense of the development, implementation and
                  administration of the Credit Card Loyalty Program, and the
                  payment, provision and redemption of all Credit Card Loyalty
                  Points. This Section 6.4 shall survive termination of this
                  Agreement.

         6.5      CONTINUATION OF CREDIT CARD LOYALTY PROGRAM. PrivilegeONE
                  agrees to facilitate Cardholders' participation in the Credit
                  Card Loyalty Program and accrual of Credit Card Loyalty Points
                  under the Credit Card Loyalty Program pursuant to this
                  Agreement. Subject to Section 10.13, if the Credit Card
                  Loyalty Program is terminated during the term of this
                  Agreement, (i) PrivilegeONE and Fleet shall provide to
                  Cardholders notice of such intent to terminate the Credit Card
                  Loyalty Program with the cost to be shared equally by Fleet
                  and PrivilegeONE; (ii) Cardholders shall stop earning Credit
                  Card Loyalty Points under the Credit Card Loyalty Program as
                  of the date of such notice; and (iii) PrivilegeONE and Fleet
                  shall continue to redeem Credit Card Loyalty Points earned by
                  Cardholders for a minimum period of six (6) months after the
                  date of such notice (the "Post Termination Period"). Upon
                  expiration of the Post-Termination Period, Fleet and
                  PrivilegeONE shall extend such period for up to an additional
                  six (6) months, if necessary, to provide for any then
                  outstanding rebate obligations (the "Extended Termination
                  Period"). In the event of the termination of individual
                  Dealers from the Program, Fleet will assist PrivilegeONE in
                  notifying Cardholders of their options at the time with cost
                  to be shared equally by Fleet and PrivilegeONE.

         6.6      CALTON, INC. ASSISTANCE. PrivilegeONE shall provide that in
                  the event of termination pursuant to Sections 10.4, 10.5 or
                  10.6, Calton, Inc. will guarantee the administration of the
                  Credit Card Loyalty Program during the Post-Termination Period
                  and any Extended Termination Period pursuant to the Guaranty
                  referenced in Section 13.1(j).

                                       22
<PAGE>

         6.7      REBATES.

                  (a)      PrivilegeONE will be responsible for collecting all
                           funding, including funding for the Credit Card
                           Loyalty Points, that is provided by the Dealers. If
                           any Dealer does not remit the required funds for
                           Credit Card Loyalty Points, as between Fleet and
                           PrivilegeONE, PrivilegeONE will be responsible for
                           that amount. Except as otherwise stated in this
                           Section 6.7, as between Fleet and PrivilegeONE,
                           PrivilegeONE will solely bear the cost of the
                           PrivilegeONE Membership Plan, the Credit Card Loyalty
                           Program and the redemption of all Credit Card Loyalty
                           Points, including Rebates.

                  (b)      COST OF REBATES. As part of the Credit Card Loyalty
                           Program, each Cardholder, in Good Standing, will be
                           eligible to redeem their Credit Card Loyalty Points
                           for a Rebate of up to seven-hundred-fifty dollars
                           ($750) toward the lease or purchase of a Vehicle from
                           a Dealer, provided the Cardholder meets specified
                           terms and conditions to qualify for such Rebate. If a
                           Cardholder's Rebate is less than two hundred and
                           fifty dollars ($250.00), Fleet shall not bear any
                           portion of the Rebate amount. If a Cardholder's
                           Rebate is at least two hundred and fifty dollars
                           ($250.00), but not more than seven hundred and fifty
                           dollars ($750.00), Fleet shall bear the cost of the
                           Rebate, less two hundred and fifty dollars ($250.00).
                           Credit Card Loyalty Points may be redeemed at a rate
                           of one (1) U.S. Cent ($.01) per point accumulated.

                  (c)      MINIMUM REBATE REDEMPTION. The minimum Credit Card
                           Loyalty Program Rebate redemption will be one hundred
                           and fifty dollars ($150.00).

                  (d)      TRANSFER OF CREDIT CARD LOYALTY POINTS. If a
                           Cardholder moves more than seventy-five (75) miles
                           away from his or her original Dealer during the
                           duration of the Credit Card Loyalty Program then
                           Cardholder shall have the option of transferring the
                           membership in the Credit Card Loyalty Program from
                           the original PrivilegeONE Dealer to another
                           PrivilegeONE Dealer in his or her new area. If the
                           Cardholder elects to transfer to a participating
                           Dealer, the Cardholder shall pay a $100 transfer fee
                           which fee shall be shared equally by PrivilegeONE and
                           Fleet.

                  (e)      REBATE REQUIREMENTS. To obtain a Rebate, (i) the
                           Cardholder's Account must be open and in Good
                           Standing at the time of the redemption, and (ii) the
                           consumer purchasing a Vehicle to which the Rebate
                           shall be applied must be the Cardholder of such
                           Credit Card on which the Rebate is based, or any
                           authorized user of such

                                       23
<PAGE>

                           Credit Card or a verifiable member of the
                           Cardholder's household provided that the primary
                           Cardholder must pre-authorize, in writing, the use of
                           the Rebate. The Dealer selling the Vehicle to
                           Cardholder must be the Dealer represented on the
                           Cardholder's Credit Card.

                  (f)      PROGRAM RULES. Credit Card Loyalty Point Program
                           rules will be adopted prior to the Implementation
                           Date and will 1) not conflict with the provisions of
                           this Agreement and 2) among other things will contain
                           a statement to the effect that PrivilegeONE and the
                           Dealers, as applicable, are responsible for the
                           operation and administration of the Credit Card
                           Loyalty Program, including PrivilegeONE Cardholder
                           incentives and the redemption of Credit Card Loyalty
                           Points.

7.       PRIVILEGEONE DEALERS
         --------------------

         7.1      DEALER PARTICIPATION IN THE PROGRAM. PrivilegeONE shall use
                  commercially reasonable efforts to inform Dealers of the
                  Credit Card Loyalty Program and to support and encourage
                  Dealers to participate in the Credit Card Loyalty Program.

         7.2      DEALER INSTRUCTIONS AND TRAINING.

                  (a)      To support and facilitate the success of the Credit
                           Card Loyalty Program, and to avoid Credit Card
                           Loyalty Program related adverse exposure,
                           PrivilegeONE and Fleet agree to consult in a joint
                           effort to address the risk of any unfair or deceptive
                           practices, or other inappropriate or illegal
                           activities associated with the Credit Card Loyalty
                           Program. In this regard, the parties agree to provide
                           training materials (including without limitation
                           Scripts and talking points) to Dealers participating
                           in the Credit Card Loyalty Program, including written
                           instructions that Dealers present the Credit Card
                           Loyalty Program to Customers and other consumers only
                           in a manner that is consistent with the Scripts,
                           Marketing Materials and the scope of the Credit Card
                           Loyalty Program, and PrivilegeONE shall use
                           commercially reasonable efforts to ensure that
                           Dealers participating in the Credit Card Loyalty
                           Program use only such Scripts and Marketing Materials
                           and that the promotional efforts of such Dealers are
                           consistent in all material respects with such Scripts
                           and Marketing Materials.

                  (b)      PrivilegeONE and Fleet shall design and PrivilegeONE
                           shall prepare and bear the cost of the training
                           materials (including without limitation Scripts and
                           talking points) to be used to train Dealers
                           participating in the Credit Card Loyalty Program.

                                       24
<PAGE>

                           PrivilegeONE, at its own expense, shall deliver the
                           training materials to Dealers that desire to
                           participate in the Credit Card Loyalty Program.
                           PrivilegeONE agrees that it shall distribute only the
                           training materials prepared and approved by Fleet and
                           PrivilegeONE (final approval by Fleet) when training
                           Dealers in the Credit Card Loyalty Program.
                           PrivilegeONE also shall bear the cost of the
                           preparation and delivery of such additional training
                           materials for the continuing education of Dealers, as
                           reasonably directed from time to time by Fleet.

                  (c)      PrivilegeONE shall instruct Dealers to refer to the
                           Web Site, all Applicant questions about the Credit
                           Card Loyalty Program that are not answered in the
                           training materials provided by Fleet for such
                           purpose. For questions not answered in either the
                           training materials provided by Fleet for such purpose
                           or the Web Site, PrivilegeONE shall instruct Dealers
                           to refer to Fleet, using the telephone number
                           provided by Fleet, all such Applicant questions.

                  (d)      PrivilegeONE agrees to instruct and require all
                           Dealers to permit only the Dealer's finance manager
                           or functional equivalent to administer the Credit
                           Card Loyalty Program, including, without limitation,
                           assisting Customers with Applications.

         7.3      USE OF CURRENT AND APPROVED MARKETING MATERIALS. PrivilegeONE
                  shall use, and shall use commercially reasonable efforts to
                  ensure that Dealers participating in the Credit Card Loyalty
                  Program use, only current Scripts and Marketing Materials
                  prepared or approved by Fleet prior to such use.

         7.4      CONSUMER COMPLAINTS OR IMPROPER ACTIVITIES.

                  (a)      PrivilegeONE shall promptly notify Fleet, in writing,
                           of Credit Card Loyalty Program-related complaints it
                           receives relating to its conduct or the conduct or
                           language of any Dealers, including complaints of
                           alleged inappropriate activity. In the event that
                           PrivilegeONE or Fleet discover that one or more
                           Dealers have solicited consumers for Credit Cards
                           using language or materials different than current
                           Scripts and Marketing Materials created or approved
                           by Fleet for such purpose, or if PrivilegeONE or
                           Fleet determine that a Dealer is allowing employees
                           to assist Customers or other consumers with
                           Applications, including the provision of firm offers
                           to Customers or other consumers, as required by
                           Applicable Law, other than such Dealer's finance
                           manager or functional equivalent, PrivilegeONE shall
                           immediately terminate such Dealer's participation in
                           the Credit Card Loyalty Program or take such other
                           steps as directed by Fleet.

                                       25
<PAGE>

                  (b)      In the event that (i) Fleet receives or is otherwise
                           notified of a complaint of misrepresentation by
                           PrivilegeONE or any Dealer related to the Credit Card
                           Loyalty Program, or (ii) Fleet is made aware that any
                           Dealer is soliciting consumers for the Credit Card
                           Loyalty Program using language and materials other
                           than current Scripts or Marketing Materials, then
                           Fleet shall promptly notify PrivilegeONE of such
                           activity and PrivilegeONE shall cure such activity
                           within five (5) business days of notification. In the
                           event that PrivilegeONE does not cure such activity
                           within such five (5) business day period to Fleet's
                           sole and complete satisfaction, Fleet shall have the
                           right to terminate this Agreement by providing notice
                           to PrivilegeONE, which shall state Fleet's intention
                           to terminate this Agreement, and shall be provided
                           within thirty (30) calendar days after such five (5)
                           business day period. Such termination by Fleet shall
                           be effective within thirty (30) days of such notice.

                  (c)      Upon receipt of notification of such complaint
                           against, or activity by, any Dealer, in addition to
                           other remedies available to Fleet in this Agreement
                           and as provided by Applicable Law, Fleet and
                           PrivilegeONE shall audit the Credit Card Loyalty
                           Program-related solicitations of such Dealer, and in
                           the event that Fleet determines that such Dealer
                           misrepresented the Credit Card Loyalty Program to
                           consumers or to Cardholders, or if such Dealer used
                           language other than the Scripts or Marketing
                           Materials approved by Fleet for use at the time of
                           the alleged activity, and which contained
                           misrepresentations or information materially adverse
                           to Fleet or the Credit Card Loyalty Program as
                           determined by Fleet, Fleet shall have the right to
                           receive a refund from PrivilegeONE for payments made
                           or due to be made for any Account cancelled as a
                           result of such Dealer's misrepresentation.

         7.5      GOVERNMENT ACTION.

                  (a)      If Fleet is notified or otherwise becomes aware of
                           (i) any Credit Card Loyalty Program-related complaint
                           or formal investigation of allegations of an unfair
                           or deceptive business practice of PrivilegeONE or any
                           Dealer, by the Federal Trade Commission or by any
                           Attorney General, District Attorney or other state or
                           federal regulator, agency or official, (ii) a Credit
                           Card Loyalty Program-related investigation of alleged
                           violations of the federal Equal Credit Opportunity
                           Act or similar state law by PrivilegeONE or any
                           Dealer, by the Federal Trade Commission or by any
                           Attorney General, District Attorney or other state or
                           federal regulator, agency or official, PrivilegeONE
                           shall cure or demand that the

                                       26
<PAGE>

                           Dealer cure such activity within thirty (30) days of
                           such notice. If such activity is not cured in all
                           respects within such thirty (30) day period, Fleet
                           shall have the right to terminate the Dealer's
                           participation, the Program or this Agreement by
                           providing thirty (30) days' written notice to
                           PrivilegeONE and termination shall be effective as of
                           such date.

                  (b)      If PrivilegeONE is notified or otherwise becomes
                           aware of (i) any Credit Card Loyalty Program-related
                           complaint or formal investigation of allegations of
                           an unfair or deceptive business practice of Fleet, by
                           the Federal Trade Commission or by any Attorney
                           General, District Attorney or other state or federal
                           regulator, agency or official, (ii) a Credit Card
                           Loyalty Program-related investigation of alleged
                           violations of the federal Equal Credit Opportunity
                           Act or similar state law by Fleet, by the Federal
                           Trade Commission or by any Attorney General, District
                           Attorney or other state or federal regulator, agency
                           or official, Fleet shall cure such activity within
                           thirty (30) days of such notice. If such activity is
                           not cured in all respects within such thirty (30) day
                           period, PrivilegeONE shall have the right to
                           terminate the Program and this Agreement by providing
                           thirty (30) days' written notice to Fleet and
                           termination shall be effective as of such date.

                  (c)      If, at any time during the term of this Agreement,
                           PrivilegeONE or Dealers are conducting activities in
                           the Credit Card Loyalty Program that Fleet determines
                           are harmful to Fleet's relationships with its state
                           or federal supervisory agencies, Fleet shall promptly
                           notify PrivilegeONE of such activity and provide
                           evidence of such harm, and PrivilegeONE shall cure
                           such activity within thirty (30) days of notice to
                           PrivilegeONE. Upon receipt of such notice,
                           PrivilegeONE shall suspend immediately, and shall
                           instruct Dealers to suspend, any and all such Credit
                           Card Loyalty Program-related promotional activities
                           and such promotional activities shall remain
                           suspended unless and until Fleet provides
                           PrivilegeONE with express written consent to resume
                           such promotional activities. If PrivilegeONE does not
                           cure such activity within such thirty (30) day
                           period, Fleet shall have the right to terminate this
                           Agreement by providing thirty (30) days' notice of
                           such intent to terminate.

8.       MARKETING MATERIALS
         -------------------

         8.1      COST AND DESIGN OF MARKETING MATERIALS. Fleet shall bear the
                  costs of producing and distributing all Marketing Materials
                  (other than Scripts and talking points) necessary to support
                  Point-of-Sale marketing efforts by Dealers. Fleet shall also
                  bear the costs of producing and distributing all

                                       27
<PAGE>

                  Marketing Materials necessary to support Accounts generated
                  solely as a result of Fleet's own marketing efforts ("Fleet
                  Sourced Accounts"). PrivilegeONE shall bear the costs of
                  producing and distributing all Marketing Materials necessary
                  to support the generation of all other Dealer Sourced
                  Accounts. Fleet and PrivilegeONE shall jointly design all
                  Marketing Materials and in all cases Fleet shall have final
                  approval rights with respect to all Marketing Materials and
                  other solicitation materials relating to or used in connection
                  with the Program.

         8.2      OWNERSHIP OF MARKETING MATERIALS. Fleet shall be the sole and
                  complete owner of, and PrivilegeONE shall have no right, title
                  or interest in, any and all Marketing Materials, and such
                  ownership shall in no way be affected by termination of this
                  Agreement or the Program.

         8.3      REVISIONS OF MARKETING MATERIALS. Fleet agrees to promptly
                  modify, republish and make available updated or revised
                  Marketing Materials to effect changes needed because of
                  regulatory or other legal changes or requirements. Any such
                  modifications or revisions to Marketing Materials by Fleet
                  shall be made available to PrivilegeONE on the Fleet Web Site,
                  and shall be made available to Dealers on the Web Site.
                  PrivilegeONE agrees, and shall require Dealers, to destroy
                  those outdated and superceded Marketing Materials that are
                  within the inventory or possession of PrivilegeONE or Dealers,
                  as applicable, and to promptly replace all outdated and
                  superceded Marketing Materials with approved Marketing
                  Materials from Fleet. Fleet agrees to reimburse PrivilegeONE
                  for all reasonable costs and expenses incurred by PrivilegeONE
                  to modify, republish and distribute any Marketing Materials
                  (other than Scripts and talking points) related to
                  Point-of-Sale marketing efforts by Dealers as a result of such
                  changes and to destroy superseded Marketing Materials related
                  to Point-of-Sale marketing efforts by Dealers.

9.       COMPENSATION
         ------------

         9.1      METHOD OF PAYMENT. The parties shall pay the fees or
                  compensation owed to the other in accordance with Exhibit A.
                  Unless otherwise provided in this Agreement, all such payments
                  shall be by wire transfer as instructed by the receiving
                  party.

         9.2      COMPENSATION UPON TERMINATION. If either party terminates this
                  Agreement, the obligation of Fleet to pay any compensation as
                  described in Exhibit A shall cease, effective as of the date
                  of termination, provided that all compensation accrued and
                  payable to PrivilegeONE for any prior periods or portions
                  thereof shall be remitted to PrivilegeONE in accordance with
                  this Agreement.

                                       28
<PAGE>

10.      TERM AND TERMINATION
         --------------------

         10.1     ORIGINAL TERM. Subject to the provisions of this Section 10,
                  the term of this Agreement shall be five (5) years from the
                  Implementation Date of this Agreement ("Original Term").

         10.2     RENEWAL TERM. After the Original Term, this Agreement shall
                  automatically renew for periods of two (2) years ("Renewal
                  Term") unless either party, with or without cause, provides
                  written notice to the other party of nonrenewal at least
                  one-hundred-twenty (120) days, but no more than
                  one-hundred-eighty (180) days prior to the expiration of the
                  Original Term or any subsequent Renewal Term.

         10.3     MATERIAL BREACH AND CURE PERIOD. In the event of any material
                  breach of this Agreement by Fleet or PrivilegeONE, the
                  non-breaching party may terminate this Agreement by giving
                  notice ("Breach Notice") to the breaching party. The Breach
                  Notice shall (i) describe the material breach; and (ii) state
                  the party's intention to terminate this Agreement. If the
                  breaching party does not cure or substantially cure such
                  breach within thirty (30) calendar days after receipt of the
                  Breach Notice as described in this section (the "Cure
                  Period"), then the non-breaching party may immediately
                  terminate this Agreement by giving notice following the end of
                  such Cure Period ("Termination Notice"). The Termination
                  Notice shall (i) state the terminating party's intention to
                  terminate this Agreement pursuant to this Section 10.3, and
                  shall be provided to the breaching party within fifteen (15)
                  calendar days following the Cure Period.

         10.4     TERMINATION DUE TO ACCOUNT GOAL SHORTFALL. If at the end of
                  twelve (12) months following the Performance Date (the
                  "Determination Date"), fewer than ten thousand (10,000)
                  Accounts have been opened under the Program either party shall
                  have the right to terminate this Agreement. The terminating
                  party must provide written notice of its intent to terminate
                  under this Section 10.4 within thirty (30) days following the
                  Determination Date. The effective date of termination under
                  this Section 10.4 shall be the Determination Date.

         10.5     TERMINATION DUE TO INADEQUATE AVERAGE BALANCE. If at the end
                  of the Determination Date, Active Accounts have an average
                  balance of less than two thousand dollars ($2,000), either
                  party shall have the right to terminate this Agreement. The
                  terminating party must provide written notice of its intent to
                  terminate under this Section 10.5 within thirty (30) days
                  following the Determination Date. The effective date of
                  termination under this Section 10.5 shall be the Determination
                  Date.

         10.6     OTHER TERMINATION RIGHTS. If exercised, the effective date of
                  termination under Section 10.6(a) through 10.6(d) will be the
                  Determination Date. Notice of termination under Section
                  10.6(a) to 10.6(d) must be sent in writing to the other party
                  within sixty (60) days of the Determination Date.

                                       29
<PAGE>

                  (a)      If, during the twelfth calendar month after the
                           Performance Date, the average number of Applications
                           submitted to Fleet by Dealers that entered into a
                           Dealer Contract by the end of the tenth calendar
                           month after the Performance Date is less than fifteen
                           (15), either party shall have the right to terminate
                           this Agreement by providing notice to the other.

                  (b)      If, as of the Determination Date, the Dealer Sales
                           Rate (as defined in Exhibit A), as measured during
                           the three (3) previous calendar months, is less than
                           fifteen percent (15%), either party shall have the
                           right to terminate this Agreement by providing notice
                           to the other.

                  (c)      If, as of the Determination Date, less than fifty
                           percent (50%) of the Dealer Sourced Accounts that
                           have been open for at least two (2) months are Active
                           Accounts, either party shall have the right to
                           terminate this Agreement by providing notice to the
                           other.

                  (d)      If, as of the Determination Date, less than sixty
                           percent (60%) of the Dealer Sourced Accounts that
                           have been open for at least (2) months had finance
                           charges posted to the Accounts during the previous
                           billing cycle, either party shall have the right to
                           terminate this Agreement by providing notice to the
                           other. This calculation shall exclude those Accounts
                           that carried a zero percent (0%) interest rate during
                           the previous billing cycle.

         10.7     INSOLVENCY. If either Fleet or PrivilegeONE becomes insolvent
                  in that its liabilities exceed its assets, or is adjudicated
                  insolvent, or takes advantage of, or is subject to, any
                  insolvency proceeding, or makes an assignment for the benefit
                  of creditors or is subject to receivership, conservatorship or
                  liquidation, then the other party may immediately terminate
                  this Agreement. For purposes of this Section, all loans or
                  advances received by PrivilegeONE from Calton, Inc., including
                  the capitalization guaranty provided in accordance with
                  Section 13.1(j), shall at all times be considered equity of
                  PrivilegeONE.

         10.8     CHANGE IN LEGAL, REGULATORY OR OTHER REQUIREMENTS. Upon at
                  least one-hundred-eighty (180) days prior written notice to
                  the other party, either party may terminate this Agreement if
                  any change occurs in the legal or regulatory requirements
                  applicable to the Program, or in the Visa rules applicable to
                  the Program, that, (i) has a substantial negative impact on
                  the financial burdens or rewards of the terminating party with
                  respect to the Program, which the non-terminating party is
                  unwilling or unable to accommodate; or (ii) would render
                  performance of a material obligation of the terminating party
                  hereunder illegal or otherwise subject to legal

                                       30
<PAGE>

                  challenge, unless performance of such material obligation is
                  waived by the non-terminating party.

         10.9     CHANGE IN CONTROL. Either party may terminate this Agreement
                  with sixty (60) days notice to the non-terminating party in
                  the event that there is a change in control of the
                  non-terminating party. For this purpose, a change in control
                  shall mean the acquisition of more than a twenty-five percent
                  (25%) interest by a single entity in the non-terminating party
                  or in a parent company of the non-terminating party. In the
                  event of a change of control of a Dealer, the parties will
                  mutually agree as to whether to terminate the Dealer's
                  participation in the Program.

         10.10    APPLICABLE LAW. This Agreement and all provisions herein will
                  be subject to all Applicable Law. Neither party will be held
                  in default for failure to perform under this Agreement if such
                  failure is due to compliance with Applicable Law.

         10.11    UNCONTROLLABLE FORCE. Neither party shall be considered to be
                  in default in the performance of any obligations under this
                  Agreement when a failure of performance shall be due to an
                  uncontrollable force. The term "uncontrollable force" as used
                  in this Agreement, shall mean an unanticipated event which is
                  not reasonably within the control of the affected party and
                  which by exercise of reasonable due diligence, such affected
                  party could not reasonably have been expected to avoid,
                  overcome or obtain or cause to be obtained a commercially
                  reasonable substitute therefor. Such causes may include,
                  without limitation, the following: flood, earthquake, tornado,
                  storm, fire, explosion, public emergency, civil disobedience,
                  labor dispute, labor or material shortage, sabotage, restraint
                  by court order or public authority (whether valid or invalid),
                  and action or non-action by or inability to obtain or keep the
                  necessary authorizations or approvals from any governmental
                  agency or authority; however, no party shall be relieved of
                  its obligations hereunder, if its failure of performance is
                  due to removable or remediable causes which such party fails
                  to remove or remedy using commercially reasonable efforts
                  within a reasonable time period. Either party rendered unable
                  to fulfill any of its obligations under this Agreement by
                  reason of an uncontrollable force shall give prompt notice of
                  such fact to the other, followed by written confirmation of
                  notice, and shall exercise due diligence to remove such
                  inability with all reasonable dispatch.

         10.12    USE OF TRADEMARKS UPON TERMINATION.

                  (a)      Upon termination of this Agreement, Fleet shall have
                           the right to use the Dealer Trademarks on Credit
                           Cards, periodic statements and records of, or
                           correspondence to, any Cardholder until expiration of
                           the Credit Cards issued prior to such termination,
                           and

                                       31
<PAGE>

                           thereafter Fleet shall cease to use the Dealer
                           Trademarks except for identification purposes when
                           necessary on Cardholder service or collection
                           letters. Except as otherwise provided in this
                           Agreement, Fleet agrees that upon such termination it
                           will not claim any right, title, or interest in or to
                           the Dealer Trademarks provided pursuant to this
                           Agreement. However, Fleet may use the Dealer
                           Trademarks to complete any solicitation that Fleet is
                           required by law to complete.

                  (b)      Upon termination of this Agreement, PrivilegeONE
                           shall not attempt to, and contractually shall
                           prohibit any Dealer from attempting to, cause the
                           removal of Dealer Trademarks from any Credit Cards,
                           checks or records of any Cardholder with respect to
                           the Program, already existing on the effective date
                           of termination of this Agreement.

                  This Section 10.12 shall survive termination of this
                  Agreement.

         10.13    CARDHOLDER NOTICE OF TERMINATION OF PROGRAM. Both Fleet and
                  PrivilegeONE shall have the right to prior review and approval
                  of any notice in connection with, or relating or referring to
                  the termination of this Agreement to be communicated by the
                  parties to Cardholders or to Customers. In the event of a
                  material breach by either party, the breaching party shall
                  bear the cost of developing and distributing such notice to
                  Cardholders and to Customers. In the event of a termination
                  for other cause, both parties shall bear one-half of the cost
                  of developing and distributing such notice to Cardholders and
                  to Customers. The parties shall mutually agree upon the
                  language and format of the notice of termination. If the
                  parties are unable to reach a consensus conclusion on the
                  language and format of the notice of termination within thirty
                  (30) days of the effective date of the termination of this
                  Agreement, Fleet may communicate the fact of the termination
                  of the Program to Cardholders and to Customers without stating
                  the reasons for such termination and may describe to
                  Cardholders or to Customers, a replacement credit card program
                  for the Program without stating the reasons for the
                  termination.

         10.14    NO EXCLUSIVITY UPON TERMINATION. Upon termination of this
                  Agreement by either party for any reason, the exclusivity
                  covenants set forth in Sections 3.6 and 4.1, and any
                  subparagraphs thereof, shall be void and have no further force
                  or effect.

                                       32
<PAGE>

11.      PROPRIETARY INFORMATION
         -----------------------

         11.1     PROPRIETARY AND CONFIDENTIAL INFORMATION.

                  (a)      PrivilegeONE and Fleet acknowledge and agree that the
                           Account Information, Credit Card Loyalty Points
                           Information and Other Aggregate Information are the
                           proprietary and confidential information of Fleet.
                           Such Account Information, Credit Card Loyalty Points
                           Information and Other Aggregate Information shall not
                           be sold by PrivilegeONE, provided to any third party,
                           or used for any purpose other than relating to the
                           Program, without the prior written approval of Fleet,
                           as required by Section 2.5.

                  (b)      PrivilegeONE and Fleet acknowledge and agree that
                           those certain portions of the PrivilegeONE NetworksSM
                           and the Rebate Redemption Process developed
                           exclusively by PrivilegeONE are and shall remain the
                           proprietary processes of PrivilegeONE. Those certain
                           portions of the PrivilegeONE NetworksSM and the
                           Rebate Redemption Process shall not be sold by Fleet,
                           provided to any third party, or used by Fleet for any
                           purpose other than the Program. PrivilegeONE and
                           Fleet acknowledge and agree that between them, the
                           Customer Data is the proprietary and confidential
                           information of PrivilegeONE. Such Customer Data shall
                           not be sold by Fleet, provided to any third party, or
                           used for any purpose other than relating to any
                           purpose other than relating to the Program, without
                           the prior written approval of PrivilegeONE, as
                           required by Section 2.5.

                  (c)      Fleet and PrivilegeONE agree that the contents of
                           this Agreement are proprietary and shall not be
                           disclosed to any governmental or regulatory agency,
                           except as required by Applicable Law or as approved
                           by the parties, in any literature, promotional
                           material, training program or otherwise.

         11.2     IMPORTANCE OF CONFIDENTIAL INFORMATION. The parties understand
                  and acknowledge that the Confidential Information has been
                  developed or obtained by each respective party through the
                  investment of significant time, effort and expense, and that
                  the Confidential Information is a valuable, special and unique
                  asset which provides the respective party with a significant
                  competitive advantage, and needs to be protected from improper
                  disclosure. Each party agrees to hold in confidence and to not
                  disclose the Confidential Information of the other to any
                  person or entity without prior written consent of the owner of
                  such Confidential Information.

                                       33
<PAGE>

         11.3     USE OF CONFIDENTIAL INFORMATION. Each party shall use the
                  other's Confidential Information solely in the performance of
                  its obligations pursuant to this Agreement, or pursuant to
                  prior written approval from the owner of such Confidential
                  Information. The Confidential Information shall not be used by
                  a party to compete with the other in any manner that is
                  detrimental to the other.

         11.4     PROTECTION OF CONFIDENTIAL INFORMATION. Each party shall take
                  all commercially reasonable steps to safeguard the other's
                  Confidential Information so as to ensure that no unauthorized
                  person shall have access to any Confidential Information. Each
                  party may, among other safeguards which may be necessary,
                  disclose the other's Confidential Information to Dealers, its
                  employees, agents, counsel and subcontractors only as
                  necessary for such party to perform its obligations under this
                  Agreement. Each party shall require Dealers, its employees,
                  agents, counsel and subcontractors having access to any
                  Confidential Information to protect and maintain the
                  confidentiality of the Confidential Information.

         11.5     UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION. Each
                  party shall promptly report to the other any unauthorized
                  disclosure or use of the other's Confidential Information of
                  which it becomes aware.

         11.6     OWNERSHIP OF CONFIDENTIAL INFORMATION. The disclosure of
                  Confidential Information to the other party shall not
                  constitute a grant to such party of any interest or right
                  whatsoever in such Confidential Information, which shall
                  remain the sole property of the disclosing party, even if
                  suggestions, comments, and/or ideas made by the receiving
                  party are incorporated into the Confidential Information or
                  related materials during the period of this Agreement. Nothing
                  in this Agreement shall limit a party's rights to use its own
                  Confidential Information in any manner whatsoever that is not
                  in violation of this Agreement.

         11.7     COMPELLED OR APPROVED DISCLOSURE OF CONFIDENTIAL INFORMATION.

                  (a)      If either party or any of its representatives are
                           requested pursuant to, or become compelled by,
                           Applicable Law or legal process to disclose any of
                           Confidential Information, it will provide the other
                           with prompt written notice so that such party may
                           seek a protective order or other appropriate remedy
                           or, in its sole discretion, waive compliance with the
                           terms of this provision. If such a protective order
                           or other remedy is not obtained, or the party waives
                           compliance with the terms of this Agreement, the
                           disclosing party will furnish only that portion of
                           the Confidential Information which is legally
                           required and it shall cooperate with any efforts to
                           obtain reliable assurance that confidential treatment
                           will be accorded the Confidential Information.

                                       34
<PAGE>

                  (b)      If a party approves in writing the disclosure of its
                           Confidential Information to a third party, the
                           disclosing party shall enter into a confidentiality
                           agreement with such third party which will require
                           such third party to protect the confidentiality of
                           the Confidential Information at a level and in a
                           manner at least as stringent as the protection
                           provided to the Confidential Information in this
                           provision.

         11.8     RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon
                  termination of this Agreement or upon the written request and
                  sole election of the owner of the Confidential Information,
                  the other party (i) shall return to the owner all of the
                  Confidential Information, or (ii) shall destroy all of the
                  Confidential Information, in its possession or control. Such
                  party shall also deliver to the owner written statements
                  signed by the party certifying that all materials have been
                  returned or destroyed within a reasonable time period after
                  receipt of the request.

         11.9     EQUITABLE RELIEF. Notwithstanding any other provision in this
                  Agreement, each accepts and acknowledges that if it fails to
                  comply with this Section 11, the other will suffer irreparable
                  harm, which may not be adequately compensated for by monetary
                  damages alone. Each party, therefore, agrees that in the event
                  of a breach or threatened breach of this Section, the
                  non-breaching party shall be entitled to injunctive and/or
                  other preliminary or equitable relief, in addition to any
                  other remedies as provided for in this Agreement.

         11.10    SURVIVAL. The provisions of this Section 11 shall survive the
                  termination of this Agreement.

12.      NOTICE
         ------

         Unless otherwise specified in this Agreement, all notices required or
         permitted under this Agreement shall be in writing and may be sent by
         telecopier, facsimile, nationally recognized overnight courier service,
         or in-person delivery to the address shown below or to such other
         addresses as a party may designate by notice to the other:

         PRIVILEGEONE:     PrivilegeONE Networks LLC
                           2300 3rd Court
                           Vero Beach, Florida 32960
                           Attn: Thomas Corley, Chief Financial Officer
                                 Maria Caldarone, Executive Vice President
                           Fax No.: (410) 397-8332

                                       35
<PAGE>

         FLEET:            Fleet Credit Card Services, L.P.
                           101 Gibraltar Road
                           Horsham, PA  19044
                           Attn:  Mr. Joseph Saunders, Chief Executive Officer
                           Fax No.: (215) 444-5112

         CALTON:           Calton, Inc.
                           2013 Indian River Blvd.
                           Vero Beach, Florida 32960
                           Attn:  Maria Caldarone, Vice President
                           Fax No.: (561) 794-2828

         Notices sent by telecopier or facsimile shall be deemed to have been
         received upon receipt by the sending party of confirmation of written
         transmission. Notice by overnight courier service shall be deemed to
         have been received on the next business day after the date deposited
         with such courier. Notice by hand delivery shall be deemed received on
         the date of delivery to an officer of the receiving party.

13.      REPRESENTATIONS, WARRANTIES AND COVENANTS
         -----------------------------------------

The representations, warranties and covenants made in this Section 13 are as of
the Effective Date and throughout the term of this Agreement.

         13.1     REPRESENTATIONS OF PRIVILEGEONE.

                  (a)      CORPORATE EXISTENCE. PrivilegeONE represents and
                           warrants that it is duly organized, validly existing
                           and in good standing.

                  (b)      CORPORATE POWER AND AUTHORIZATION. PrivilegeONE
                           represents and warrants that it has all necessary
                           power and authority to execute and deliver this
                           Agreement and to perform its obligations under this
                           Agreement. PrivilegeONE further represents and
                           warrants that this Agreement constitutes a legal,
                           valid and binding obligation of PrivilegeONE,
                           enforceable against PrivilegeONE in accordance with
                           its terms, except as such enforceability may be
                           limited by bankruptcy, insolvency, receivership,
                           reorganization or other similar laws affecting the
                           enforcement of creditors' rights generally and by
                           general principles of equity.

                  (c)      NO THIRD PARTY APPROVAL. PrivilegeONE represents and
                           warrants that no consent, approval or authorization
                           from any third party is required in connection with
                           the execution, delivery and performance of this
                           Agreement, except such as have been obtained and are
                           in full force and effect.

                                       36
<PAGE>

                  (d)      NONCONTRAVENTION. PrivilegeONE represents and
                           warrants that the execution, delivery and performance
                           of this Agreement and the consummation of the
                           transactions contemplated in this Agreement do not
                           and will not (i) violate PrivilegeONE's operating
                           agreement or any equivalent organizational documents,
                           or (ii) violate any applicable material law, rule,
                           regulation, judgment, injunction, order or decree to
                           which PrivilegeONE is subject, or (iii) violate any
                           material contract, instrument or document to which
                           PrivilegeONE is a party, or (iv) constitute a default
                           under any existing material contract, instrument or
                           document to which PrivilegeONE is a party.

                  (e)      NOTICE OF ADVERSE CONDITIONS. PrivilegeONE agrees to
                           notify Fleet, subject to any confidentiality
                           requirements, promptly after PrivilegeONE is
                           notified, and in any case no later than fifteen (15)
                           days thereafter, of any order by any court or
                           regulatory body or any agreement with a court or
                           regulatory body materially and adversely affecting
                           its ability to perform its obligations hereunder, or
                           in connection with the Program or engage in any
                           activities, contemplated in connection with the
                           Program or under this Agreement or is notified of any
                           activity of PrivilegeONE that would reasonably be
                           expected to have a material adverse effect on the
                           Program or would reasonably be expected to have a
                           material adverse effect on Fleet. PrivilegeONE also
                           agrees, subject to any confidentiality requirements,
                           to provide advance warning of any discussions with
                           any court or regulatory body that would reasonably be
                           expected to adversely and materially affect any of
                           its activities contemplated under this Agreement.

                  (f)      TRADEMARKS. PrivilegeONE represents and warrants to
                           Fleet as of the date hereof and throughout the term
                           of this Agreement that it has the right and power to
                           license the PrivilegeONE Trademarks and the Dealer
                           Trademarks to Fleet for use as contemplated by this
                           Agreement.

                  (g)      INSURANCE.

                           (i)      PrivilegeONE shall maintain, as of the
                                    Effective Date and throughout the term of
                                    this Agreement, including any Renewal Term,
                                    with a financially sound and reputable
                                    insurance company, insurance, in at least
                                    such amounts as $1,000,000, and against at
                                    least such risks (but including in any event
                                    public liability, product liability and
                                    business interruption) $5,000,000, and
                                    furnish to Fleet, upon request, full
                                    information as to the insurance carried.
                                    PrivilegeONE

                                       37
<PAGE>

                                    shall (x) provide Fleet with a certificate
                                    of liability insurance evidencing that the
                                    required coverage is in full force and
                                    effect annually, (y) name Fleet as an
                                    additional insured on such insurance policy,
                                    and (z) require any insurer providing such
                                    coverage to PrivilegeONE to notify Fleet of
                                    cancellation or change in such coverage.

                           (ii)     PrivilegeONE will require Dealers to
                                    maintain insurance coverage for claims and
                                    liabilities arising from the conduct of the
                                    Dealers, their directors, officers or
                                    employees, including but not limited to
                                    claims for breach of trust or duty, errors
                                    and omissions, negligence, embezzlement,
                                    failure to comply with "truth in lending"
                                    statutes, infidelity and fraud. Minimum
                                    adequate coverage shall include, but not be
                                    limited to, directors' and officers'
                                    liability and employment practices coverage
                                    of at least $750,000, errors and omissions
                                    coverage of at least $750,000 and crime
                                    insurance coverage of at least $25,000 per
                                    incident.

                           (iii)    PrivilegeONE will purchase and maintain an
                                    insurance policy covering but not limited to
                                    the following risks: The enforcement costs
                                    and any results related to Dealer
                                    non-performance or non-compliance with the
                                    Dealer Contracts, any related Cardholder
                                    claims including but not limited to, claims
                                    that could arise as a result of Dealer
                                    non-performance or non-compliance with the
                                    Dealer Contracts, any claims resulting from
                                    the failure of PrivilegeONE or a Dealer to
                                    pass on a valid trademark license to Fleet,
                                    or any claims against PrivilegeONE or Fleet,
                                    resulting from the use of unlicensed
                                    intellectual property of a third party.

                  (h)      CONTINGENCY RESERVE. During the term of this
                           Agreement, PrivilegeONE shall maintain, as a separate
                           asset of PrivilegeONE, a contingency reserve fund
                           equal to three and one-half percent (3.5%) of all net
                           revenues (including Dealer sign-up fees and monthly
                           fees, Fleet royalties, Fleet New Account Fees, and
                           any other revenues collected by PrivilegeONE),
                           received by PrivilegeONE under this Program. Such
                           contingency reserve will be in the form of cash and
                           shall not exceed $1,500,000 at any time during the
                           term of this Agreement or any Renewal Term.
                           PrivilegeONE agrees that such reserve will be
                           established and maintained to ensure PrivilegeONE's
                           ability to meet all of its obligations under this
                           Agreement, including without limitations the
                           indemnification provisions of Section 14.1. Upon
                           termination of

                                       38
<PAGE>

                           this Agreement for any reason, the contingency
                           reserve shall be reduced to $750,000 at the
                           discretion of PrivilegeONE and it shall remain in
                           place during the Post-Termination Period and any
                           Extended Termination Period.

                  (i)      CAPITALIZATION. During the first six (6) months of
                           the Original Term, PrivilegeONE shall be adequately
                           funded for purposes of conducting its business and
                           performing its obligations under this Agreement (the
                           "Initial Capitalization"). The level of the Initial
                           Capitalization shall be no less than five hundred
                           thousand dollars ($500,000) in cash. Commencing on
                           the seventh month of the Original Term, PrivilegeONE
                           shall maintain a Capitalization of no less than five
                           hundred thousand dollars ($500,000) in the form of
                           cash, or a guarantee note from Calton, Inc. (the
                           "Capitalization Floor") for the remainder of the
                           Original Term. The Initial Capitalization and
                           Capitalization Floor will be established and
                           maintained to ensure PrivilegeONE's ability to meet
                           all of its obligations under this Agreement,
                           including without limitation the indemnification
                           provisions of Section 14.1.

                  (j)      CORPORATE GUARANTY. PrivilegeONE represents and
                           warrants to Fleet that it has obtained, by the
                           Effective Date, a guaranty from Calton, Inc. to (a)
                           maintain the post-termination administration of the
                           Credit Card Loyalty Program as provided in Section
                           6.6, (b) fund the Initial Capitalization and the
                           Capitalization Floor provided for in Section 13.1(i),
                           (c) pay PrivilegeONE's obligations under Sections 4.7
                           and 4.6 and (d) in the event of termination to
                           fulfill PrivilegeONE's post-termination obligations
                           under Section 14.1. An executed copy of such guaranty
                           is set forth in Exhibit F.

                  (k)      APPLICABLE LAW. PrivilegeONE and the Dealers shall
                           comply with Applicable Law in the performance of
                           their obligations under this Agreement.

         13.2     REPRESENTATIONS OF FLEET.

                  (a)      CORPORATE EXISTENCE. Fleet represents and warrants
                           that it is duly organized, validly existing and in
                           good standing.

                  (b)      CORPORATE POWER AND AUTHORIZATION. Fleet represents
                           and warrants that it has all necessary power and
                           authority to execute and deliver this Agreement and
                           to perform its obligations under this Agreement.
                           Fleet further represents and warrants that this
                           Agreement constitutes a legal, valid and binding
                           obligation of Fleet, enforceable against Fleet in
                           accordance with its terms, except as such
                           enforceability may be limited by bankruptcy,
                           insolvency,

                                       39
<PAGE>

                           receivership, reorganization or other similar laws
                           affecting the enforcement of creditors' rights
                           generally and by general principles of equity.

                  (c)      NO THIRD PARTY APPROVAL. Fleet represents and
                           warrants that no consent, approval or authorization
                           from any third party is required in connection with
                           the execution, delivery and performance of this
                           Agreement, except such as have been obtained and are
                           in full force and effect.

                  (d)      NONCONTRAVENTION. Fleet represents and warrants that
                           the execution, delivery and performance of this
                           Agreement and the consummation of the transactions
                           contemplated in this Agreement do not and will not
                           (i) violate Fleet's charter or by-laws or any
                           equivalent organizational document, or (ii) violate
                           any applicable material law, rule, regulation,
                           judgment, injunction, order or decree to which Fleet
                           is subject, or (iii) violate any material contract,
                           instrument or document to which Fleet is a party or
                           (iv) constitute a default under any existing material
                           contract, instrument or document to which Fleet is a
                           party.

                  (e)      NOTICE OF ADVERSE CONDITIONS. Fleet agrees to notify
                           PrivilegeONE, subject to any confidentiality
                           requirements, promptly after Fleet is notified, and
                           in any case no later than fifteen (15) days
                           thereafter, of any order by any court or regulatory
                           body or any agreement with a court or regulatory body
                           materially and adversely affecting its ability to
                           perform its obligations hereunder, or in connection
                           with the Program or engage in any activities,
                           contemplated in connection with the Program or under
                           this Agreement or is notified of any activity of
                           Fleet that would reasonably be expected to have a
                           material adverse effect on the Program or would
                           reasonably be expected to have a material adverse
                           effect on Fleet. Fleet also agrees, subject to any
                           confidentiality requirements, to provide advance
                           warning of any discussions with any court or
                           regulatory body that would reasonably be expected to
                           adversely and materially affect any of its activities
                           contemplated under this Agreement.

                  (f)      FLEET TRADEMARKS. Fleet represents and warrants to
                           PrivilegeONE as of the date hereof and throughout the
                           term of this Agreement that it has the right and
                           power to license the Fleet Trademarks to PrivilegeONE
                           for use as contemplated by this Agreement.

                  (g)      APPLICABLE LAW. Fleet shall comply with Applicable
                           Law in the performance of its obligations under this
                           Agreement.

                                       40
<PAGE>

14.      INDEMNIFICATION
         ---------------

         14.1     PrivilegeONE will indemnify and hold harmless Fleet, its
                  directors, officers, agents, employees, affiliates, successors
                  and assigns from and against any and all liability, causes of
                  action, claims, and the reasonable and actual costs incurred
                  in connection therewith, resulting from (i) the PrivilegeONE
                  Trademark and Dealer Trademark licenses granted in this
                  Agreement, or from Fleet's use of the PrivilegeONE Trademarks
                  or Dealer Trademarks in reliance thereon, (ii) any other claim
                  that any of PrivilegeONE's proprietary inventions, procedures,
                  products, patents, patent applications or copyrights used by
                  PrivilegeONE (or by Fleet on its behalf) in conjunction with
                  the Program infringes a patent, industrial design, copyright,
                  or trademark of a third party, (iii) claims, government or
                  regulatory investigations that PrivilegeONE or a Dealer has
                  violated any Applicable Laws, including privacy laws, (iv) a
                  breach by PrivilegeONE of this Agreement, (v) any deceit,
                  misconduct, misrepresentation, negligence and/or fraud on the
                  part of PrivilegeONE in performing its obligations as set
                  forth in this Agreement, or any Dealer or Dealer employees in
                  performing its duties in connection with the Program, (vi) any
                  claims, demands or lawsuits (threatened or pending) by a
                  Dealer, Cardholder, or other consumer for compensation or
                  payments due to it for its participation in the Program, with
                  the exception of claims arising from credit decisions, or
                  (vii) a Dealer's failure to use only current Scripts and
                  Marketing Materials prepared or approved by Fleet in writing
                  prior to such use. In the event any claim related to any of
                  the foregoing is made or any suit or action is commenced,
                  PrivilegeONE will give notice to Fleet as promptly as
                  practicable.

         14.2     Fleet will indemnify and hold harmless PrivilegeONE, its
                  directors, officers, agents, employees, affiliates, successors
                  and assigns from and against any and all liability, causes of
                  action, claims, and the reasonable and actual costs incurred
                  in connection therewith, resulting from (i) any claim that any
                  of Fleet's proprietary inventions, procedures, products,
                  patents, patent applications or copyrights used by Fleet (or
                  by PrivilegeONE on its behalf) in conjunction with the Program
                  infringe a patent, industrial design, copyright, or trademark
                  of a third party, (ii) or claims or government investigations
                  that Fleet has violated any Applicable Law, including privacy
                  laws, (iii) a breach by Fleet of this Agreement, including,
                  but not limited to, Fleet's misuse of or a breach of its
                  obligations relating to the Dealer Trademarks or the
                  PrivilegeONE Trademarks, (iv) any deceit, misconduct,
                  misrepresentation, negligence and/or fraud on the part of
                  Fleet in performing its obligations as set forth in this
                  Agreement, or (v) claims by Customers or Cardholders relating
                  to Fleet's credit determinations, including but not limited to
                  Fleet's decision to issue or not issue a Credit Card. In the
                  event any claim related to any of the foregoing

                                       41
<PAGE>

                  is made or any suit or action is commenced, Fleet will give
                  notice to PrivilegeONE as promptly as practicable.

         14.3     This Section 14 shall survive the termination of this
                  Agreement for two (2) years.

15.      MISCELLANEOUS PROVISIONS
         ------------------------

         15.1     HEADINGS. The headings used at the beginning of each section
                  of this Agreement are used for convenience of reference only
                  and are not intended to be a part of, or to affect the meaning
                  or interpretation of, this Agreement.

         15.2     WAIVER; PERFORMANCE. No failure or delay of any party in
                  exercising any right, power or remedy provided by this
                  Agreement shall operate as a waiver of such right, power or
                  remedy and a single or partial exercise of any right, power or
                  remedy provided by this Agreement shall not preclude any other
                  or further exercise of such right, power or remedy or the
                  exercise of any other right, power or remedy provided by this
                  Agreement.

         15.3     COUNTERPARTS. This Agreement may be executed in several
                  counterparts, each of which shall be deemed an original and
                  all of which together shall constitute one and the same
                  instrument.

         15.4     GOVERNING LAW. This Agreement shall be governed by and subject
                  to the laws of the state of Rhode Island (without regard to
                  its conflict of laws principles) and shall be deemed for all
                  purposes to be made and fully performed in Rhode Island.

         15.5     ASSIGNMENT. This Agreement and the rights and obligations
                  created under it shall be binding upon and inure solely to the
                  benefit of the parties to this Agreement and their respective
                  successors and assigns. No party may assign its rights or
                  delegate its obligations under this Agreement without the
                  prior written consent of the other party. However, each party
                  may assign, in whole or in part, any of its rights under this
                  Agreement to any of its affiliates without the prior written
                  consent of the other party.

         15.6     ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes any
                  and all prior oral or written agreements or understandings
                  between the parties relating to the subject matter hereof.
                  This Agreement sets forth the entire agreement of the parties
                  concerning the subject matter hereof. This Agreement may only
                  be amended or modified by a written instrument signed by each
                  of the parties to this Agreement.

         15.7     NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall
                  provide any benefit to any third party or entitle any third
                  party to any claim, cause

                                       42
<PAGE>

                  of action, or remedy of any kind, it being the intent of the
                  parties that this Agreement shall not be construed as a third
                  party beneficiary contract.

         15.8     LIMITATION OF LIABILITY. The parties agree that the exclusive
                  measure of damages recoverable from claims arising from, under
                  or in connection with the Agreement, whether arising by
                  negligence, intended conduct or otherwise, shall be limited to
                  actual damages only and such damages shall be the sole and
                  exclusive remedy hereunder and all other remedies or damages
                  are waived. In no event shall any party be liable for any
                  incidental, consequential, punitive, exemplary or indirect
                  damages, lost profits or other business interruption damages,
                  lost or prospective profits, in tort, contract or otherwise.
                  The provisions of this Section 15.8 shall survive the
                  termination of this Agreement.

         15.9     RELATIONSHIP OF PARTIES. Fleet and PrivilegeONE are
                  independent contractors under this Agreement, and nothing
                  herein shall be construed to create a partnership, joint
                  venture or agency relationship between Fleet and PrivilegeONE.
                  Neither party has authority to enter into agreements of any
                  kind on behalf of the other.

         15.10    GOOD FAITH. The parties agree to act in good faith with
                  respect to each provision of this Agreement and any dispute
                  that may arise related hereto.

         15.11    SEVERABILITY. Each provision of this Agreement shall be
                  severable from every other provision of this Agreement for the
                  purpose of determining the legal enforceability of any
                  specific provision.


                                       43
<PAGE>

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have
executed this Agreement as of the Effective Date.

                               PRIVILEGEONE NETWORKS LLC

                                    By:
                                            -------------------------------

                                    Name:   S. Raymond Tetreault

                                    Title:  Senior Vice President

                                    Date:
                                            -------------------------------





                                    By:
                                            -------------------------------

                                    Name:   Maria F. Caldarone

                                    Title:  Executive Vice President

                                    Date:
                                            -------------------------------



                               FLEET CREDIT CARD SERVICES, L.P.

                                    By:     Fleet Credit Card Holdings, Inc.,
                                            Its General Partner

                                    By:
                                            ------------------------------------

                                    Name:   Joseph W. Saunders

                                    Title:  Chief Executive Officer

                                    Date:
                                            ------------------------------------

                                       44
<PAGE>

                                    EXHIBIT A

                              Program Compensation

1.   ***

2.   ***

3.   ***

4.       In the event that Fleet materially fails to pay compensation to
         PrivilegeONE as provided in this Exhibit A, PrivilegeONE shall notify
         Fleet of such failure to compensate and provide Fleet with the
         opportunity to dispute such conclusion of breach or to cure such breach
         as provided in Section 10.3 of this Agreement.

         (a)      If a mutual determination is not reached regarding the
                  accurate amount of compensation to be paid by Fleet to
                  PrivilegeONE pursuant to this Exhibit A within fifteen (15)
                  days after notice by PrivilegeONE to Fleet, or if Fleet fails
                  to cure such breach as provided in Section 10.3 of this
                  Agreement, Fleet and PrivilegeONE agree to employ a single
                  mediator whose selection shall be agreed upon by both parties.
                  The cost of hiring such mediator shall be borne equally
                  between Fleet and PrivilegeONE. The determination of whether
                  Fleet is in material breach of this Agreement for failure to
                  materially compensate PrivilegeONE as provided in this Exhibit
                  A shall be made by such mediator within thirty (30) days of
                  hire and such determination shall be final and binding on the
                  parties.

         (b)      In the event that such mediator determines that Fleet is in
                  material breach of this Agreement for failure to materially
                  compensate PrivilegeONE as provided in this Exhibit A, Fleet
                  shall make such payment within fifteen (15) days of such
                  determination.

                                       A-1
<PAGE>

                                    EXHIBIT B

                      Terms and Conditions of Credit Cards

1.       The Credit Card comes with no Annual Fee.

2.       The Credit Cards initially will have an introductory annual percentage
         rate of 2.99% "Preferred Rate", a variable "Standard Rate" of 16.99%,
         an "Interim Performance Rate" of 19.99% (failure to make payments on
         time twice during a six month period) and a variable "Performance Rate"
         of 21.99% (failure to make two consecutive payments). Such variable
         interest rates will be based upon LIBOR. In all cases LIBOR shall be
         equal to the three month London Interbank Offered Rate published in the
         WALL STREET JOURNAL on the third Wednesday of March, June, September
         and December.

3.       The Credit Cards initially will carry a $35 fee for exceeding an
         Account's established credit limit.

4.       The Credit Cards initially will carry a $35 fee for late payment.

5.       The Credit Cards initially will carry a $35 fee for returned
         convenience checks and returned payment checks.

6.       The Credit Cards initially will carry a $0.50 minimum monthly finance
         charge for purchases.

7.       The Credit Cards initially will carry a cash advance fee of 4% of the
         amount of each cash advance, with a five dollar ($5.00) minimum fee for
         cash advances and cash equivalent transactions (wire transfers, money
         orders, lottery tickets, casino gaming chips, and tax payments).

8.       The Credit Cards will have a grace period of at least 20 days for
         repayment of the Account balance for purchases. The grace period will
         begin on the date of the periodic billing statement (provided that the
         Account balance was paid in full by the due date listed on the billing
         statement)

                                       B-1

<PAGE>

                                    EXHIBIT C

                           Credit Card Loyalty Program

1.       Fleet and PrivilegeONE agree to cooperate during the term of this
         Agreement in the creation, development, maintenance and support of the
         Credit Card Loyalty Program. The purpose of the Credit Card Loyalty
         Program is to reward Cardholders for making purchases on their
         Accounts.

2.       Subject to the terms of this Agreement, Fleet and PrivilegeONE shall
         mutually agree upon the terms and conditions of the Credit Card Loyalty
         Program. Under the Credit Card Loyalty Program, Cardholders will earn
         Credit Card Loyalty Points based upon Account usage.

3.       Subject to the terms and conditions of the Credit Card Loyalty Program,
         Credit Card Loyalty Points will accrue as set forth in this Section 3.
         The structure for the accrual of Credit Card Loyalty Points shall apply
         to (a) cumulative spending from the date that a Cardholder opens an
         Account until such time as the Cardholder first redeems Credit Card
         Loyalty Points for a discount on a Vehicle, and (b) the period
         following the redemption of Credit Card Loyalty Points for a discount
         on a Vehicle until the Cardholder's next redemption (either period
         shall be referred to herein as an "Earning Period").

         Cardholder will automatically receive 14,900 points for opening an
         Account. Cardholder will also automatically receive 14,900 points
         following any Credit Card Loyalty Point redemption which conforms with
         the requirements in this Agreement, including Section 6.7.

         If Cardholder makes aggregate purchases of less than two-thousand
         dollars ($2,000) during the Earning Period, Cardholder will earn three
         (3) Credit Card Loyalty Points for every one dollar ($1) of purchases
         made on the Account. If a Cardholder makes aggregate purchases of at
         least two-thousand dollars ($2,000), but less than four-thousand
         dollars ($4,000) during the Earning Period, Cardholder will earn two
         (2) Credit Card Loyalty Points for every one dollar ($1) of purchases
         made on the Account. If a Cardholder makes aggregate purchases in
         excess of four-thousand dollars ($4,000) during the Earning Period,
         Cardholder will earn one (1) Credit Card Loyalty Point for every one
         dollar ($1) of purchases made on the Account. If a Cardholder's
         aggregate purchases on the Account cause the Cardholder to proceed to
         the next Credit Card Loyalty Points earnings level, such new earnings
         level will only apply to the purchases made after such Cardholder
         reached the new earnings level. In other words, the new earnings level
         shall not apply to purchases made prior to the Cardholder's transition
         to the new level.

4.       PrivilegeONE will have the right to terminate the Agreement, with sixty
         (60) days advance written notice, if Fleet intends to materially change
         the purchase amounts

                                       C-1
<PAGE>

         or earning level requirements required to accrue Credit Card Loyalty
         Points and PrivilegeONE does not agree to the same. If PrivilegeONE
         elects to exercise this right of termination, it shall be permitted to
         solicit other issuers prior to the effective date of termination.

5.       Credit Card Loyalty Points will not be earned on convenience checks,
         cash advances, quasi-cash transactions (E.G., money orders and other
         items that are directly convertible to cash) or balance transfers. If a
         Cardholder returns an item, or receives a refund for a purchase or a
         transaction for which such Cardholder has earned Credit Card Loyalty
         Points, Fleet shall deduct the equivalent number of Credit Card Loyalty
         Points from such Cardholder's Credit Card Loyalty Point balance.

6.       Credit Card Loyalty Points shall have no monetary value and shall have
         no use other than for redemption under the Credit Card Loyalty Program.
         In addition, Credit Card Loyalty Points shall not be transferable
         between Accounts. Credit Card Loyalty Points will not be earned and may
         not be redeemed by a Cardholder whose Account at Fleet is not in Good
         Standing, as that term is described in Exhibit A. Unused Credit Card
         Loyalty Points shall expire (rolling by month), if such Credit Card
         Loyalty Points remain unused, within four (4) years after such Credit
         Card Loyalty Points accrue to an Account, unless such Account is sooner
         closed or this Agreement is sooner terminated.

7.       Fleet shall be responsible for maintaining a record of Cardholders'
         eligible purchases under the Credit Card Loyalty Program and enabling
         Cardholders to receive Credit Card Loyalty Point balance information
         needed to redeem Credit Card Loyalty Points. PrivilegeONE otherwise
         will bear the cost and responsibility of redeeming Credit Card Loyalty
         Points for Cardholders, except as otherwise provided in Section 6 of
         the Agreement.

8.       Credit Card Loyalty Points may be redeemed by Cardholders only for the
         purchase or lease of a Vehicle from the Dealer represented on such
         Cardholder's Credit Card. If purchased, the Vehicle must be registered
         in such Cardholder's name or the name of an authorized user of the
         Credit Card or a verifiable member of the Cardholder's household, and
         if leased, the lease agreement must be in such Cardholder's name or the
         name of an authorized user of the Credit Card or a verifiable member of
         the Cardholder's household provided that in the case of a household
         member, the primary Cardholder must pre-authorize, in writing, the use
         of the Rebate.

9.       During the term of this Agreement, on an ongoing basis, Fleet and
         PrivilegeONE will further develop the Credit Card Loyalty Program in a
         mutually acceptable fashion in order to maintain a Credit Card Loyalty
         Program that is competitive in the marketplace for credit cards and
         related products.

                                       C-2
<PAGE>

                                    EXHIBIT D

   Description of PrivilegeONE Membership Plan and Credit Card Loyalty Program

PRIVILEGEONE MEMBERSHIP PLAN

         TRADE ALLOWANCE. An extra $250 trade-in allowance on the next Vehicle
         purchased or leased by a Plan Member if (i) the trade-in vehicle was
         purchased and serviced reasonably in accordance with the manufacturer's
         minimum maintenance schedule, (ii) at least 95% of such service, as
         measured by the amount of money actually paid for such service, was
         performed at the Dealer or at a service center owned or operated by
         Dealer, and (iii) any additional vehicle service was performed at
         another participating PrivilegeONE Dealer of the same automotive
         franchise brand.

         PARTS/LABOR DISCOUNT. A 5% discount on all parts and labor (except
         parts and labor covered by an insurance settlement) provided by Dealer
         to a Plan Member.

         STARTING SYSTEM CHECK. Inspection and testing of starting system of a
         Plan Member Vehicle that was purchased from the Dealer, which shall
         occur during every other oil change performed by the Dealer. This
         inspection shall include a check of the battery, battery cables,
         ignition switch, solenoid, and starter motor.

         TIRE ROTATION AND MAJOR SYSTEMS SAFETY CHECK. Rotation of the tires at
         no charge once per 12 month period, and an inspection of the major
         safety and operating systems at no charge once during first 100,000
         vehicle-life miles.

         PREFERRED SERVICE APPOINTMENTS. Dealer will provide priority scheduling
         to Plan Members, which shall entail, whenever possible, the scheduling
         of non-emergency service appointments within three (3) business days
         and emergency repair appointments within two (2) business days.

CREDIT CARD LOYALTY PROGRAM

         TRADE ALLOWANCE. An extra $500 trade-in allowance on the next Vehicle
         purchased or leased by a Cardholder if (i) the trade-in vehicle was
         purchased and serviced reasonably in accordance with the manufacturer's
         minimum maintenance schedule, (ii) at least 95% of such service, as
         measured by the amount of money actually paid for such service, was
         performed at the Dealer or at a service center owned or operated by
         Dealer, and (iii) any additional vehicle service was performed at
         another participating PrivilegeONE Dealer of the same automotive
         franchise brand.

         PARTS/LABOR DISCOUNT. A 10% discount on all parts and labor (except
         parts and labor covered by an insurance settlement) provided by Dealer
         to a Cardholder when the Cardholder elects to pay for such service by
         with a PrivilegeONE Credit Card.

         STARTING SYSTEM CHECK. Inspection and testing of starting system of a
         Cardholder Vehicle that was purchased from the Dealer, which shall
         occur during every other oil change performed by the Dealer, providing
         that payment for such service is

                                       D-1

<PAGE>

         made using the PrivilegeONE Credit Card. This inspection shall include
         a check of the battery, battery cables, ignition switch, solenoid, and
         starter motor.

         TIRE ROTATION AND MAJOR SYSTEMS SAFETY CHECK. Rotation of the tires at
         no charge once per 12 month period, and an inspection of the major
         safety and operating systems at no charge once during first 100,000
         vehicle-life miles, providing that Cardholder pays for any accompanying
         service for which charges are permitted with the PrivilegeONE Credit
         Card.

         PREFERRED SERVICE APPOINTMENTS. Dealer will provide priority scheduling
         to Cardholders, which shall entail, whenever possible, the scheduling
         of non-emergency service appointments within three (3) business days
         and emergency repair appointments within two (2) business days.

         CREDIT CARD LOYALTY POINTS REDEMPTION PROGRAM. Dealer shall permit
         eligible Cardholders to apply their accrued Credit Card Loyalty Points
         toward a rebate on the purchase or lease of a new or pre-owned vehicle
         from Dealer. Dealer shall be responsible for a minimum of $150 and a
         maximum of $250 of the rebate by a Cardholder. Fleet shall be
         responsible for any Credit Card Loyalty Point redemption redeemed by a
         Cardholder for a rebate in excess of $250 up to a maximum rebate of
         $750. The actual redemption of Credit Card Loyalty Points toward a
         rebate will be managed by PrivilegeONE and will be settled with the
         Dealer on a monthly basis. In the event that a Cardholder moves his/her
         principal residence more than seventy-five (75) miles from the issuing
         Dealer, Cardholder may elect to transfer Credit Card Loyalty Points to
         another participating Dealer, closer to the new residence, for a
         transfer fee equal to $100 which fee will be shared equally by Fleet
         and PrivilegeONE. PrivilegeONE reserves the right to resolve all
         disputes regarding mileage and transfer of rebate rewards among Dealers
         under this Section.

                                       D-2

<PAGE>

                                    EXHIBIT E

                Fleet Complementary Products & Product Categories
1.    HOME
 |X|  Home & Garden Savings Club
 |X|  HomeWorks
 |X|  24 Protect
 |X|  Home ServiceEdge

2.    SHOPPING
 |X|  Shoppers Advantage
 |X|  Connections
 |X|  Essentials

3.    LEISURE
 |X|  Leisure Advantage
 |X|  Premier Fitness & Wellness
 |X|  Transmedia Dining

4.    PROTECTION
 |X|  Credit Protector Debt Cancellation Product
 |X|  Credit Card Registration
 |X|  PrivacyGuard
 |X|  Auto Insurance
 |X|  Pet Care

5.    HEALTH AND WELLNESS
 |X|  Health Extras Long Term Disability
 |X|  Hospital Accident Protection (HAP)
 |X|  Long Term Care Insurance
 |X|  Accidental Death & Disability--Common Carrier/Travel
 |X|  MedAdvantage

6.    MERCHANDISE
 |X|  Appointment Books
 |X|  Collectable Coins
 |X|  Bausch & Lomb Sunglasses
 |X|  Magazine Subscriptions
 |X|  Lenox Crystal Vase
 |X|  Professional Organizers--Three Piece Desk Set (Appointment Books)
 |X|  Bell & Howell Camera
 |X|  GPX Clock Radio
 |X|  Bushnell Binocular
 |X|  Flight Traveler Luggage
 |X|  Gund Bears

<PAGE>

 |X|  Swiss Army Knives

7.    COMMUNICATIONS
 |X|  Cellular Service
 |X|  Long Distance/Calling Card


<PAGE>

                                    EXHIBIT F

<PAGE>

                               GUARANTY AGREEMENT

         THIS GUARANTY (the "Guaranty"), dated as of ________________, 2001, is
made by CALTON, INC., a corporation with its principal place of business in Vero
Beach, Florida (the "Guarantor"), in favor of FLEET CREDIT CARD SERVICES, L.P.,
a limited partnership with its principal place of business in Horsham,
Pennsylvania ("Fleet").

                                    RECITALS:

         A.       PrivilegeONE Networks, LLC, a limited liability company
("PrivilegeONE") has executed and delivered that certain Co-Brand Credit Card
Program Agreement by and between PrivilegeONE and Fleet, dated , 2001 (the
"Co-Brand Agreement"). The Guarantor, as a principal investor in PrivilegeONE,
will derive substantial direct and indirect benefit from the transactions
contemplated by the Co-Brand Agreement.

         B.       As a covenant of the Co-Brand Agreement, the Guarantor is
required to execute and deliver this Guaranty. This Guaranty is made by the
Guarantor among other things to induce Fleet to enter into the Co-Brand
Agreement.

         C.       Capitalized terms not otherwise defined herein shall have the
meanings given in the Co-Brand Agreement.

         NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound, the Guarantor hereby agrees as follows:

                                    ARTICLE I
                                   DEFINITIONS

         "GUARANTEED OBLIGATIONS" in accordance with Section 13.1(j) of the
Co-Brand Agreement, these shall be only those obligations of PrivilegeONE or the
Guarantor, as the case may be, set forth in Sections 4.5, 4.6, 6.6, 13.1(i) and,
in the event of a termination, 14.1 of the Co-Brand Agreement.

                                   ARTICLE II
                             GUARANTY AND SURETYSHIP

         2.1.     GUARANTY AND SURETYSHIP. The Guarantor hereby absolutely,
unconditionally and irrevocably guarantees and becomes surety for the full and
punctual payment and performance of the Guaranteed Obligations as and when such
payment or performance shall become due in accordance with the terms of the
Co-Brand Agreement. This Guaranty is an agreement of suretyship as well as of
guaranty, is a guarantee of payment and performance and not merely of
collectibility, and is in no way conditioned upon any attempt to collect from or
proceed against PrivilegeONE or any other event or circumstance.

         2.2.     OBLIGATIONS ABSOLUTE. The Guarantor agrees that the Guaranteed
Obligations will be paid and performed strictly in accordance with the terms of
the Co-Brand Agreement.

         2.3.     REINSTATEMENT. This Guaranty shall continue to be effective,
or be automatically reinstated, as the case may be, if at any time payment of
any of the Guaranteed Obligations is avoided, rescinded or must otherwise be
returned by Fleet for any reason, all as though such payment had not been made.

<PAGE>

         2.4.     NO STAY. Without limitation of any other provision of this
Guaranty, if any acceleration of the time for payment or performance of any
Guaranteed Obligation, or any condition to any such acceleration, shall at any
time be stayed, enjoined or prevented for any reason (including stay or
injunction resulting from the pendency against PrivilegeONE of a bankruptcy,
insolvency, reorganization, dissolution or similar proceeding), the Guarantor
agrees that, for purposes of this Guaranty and its obligations hereunder, such
Guaranteed Obligation shall be deemed to have been accelerated, and such
condition to acceleration shall be deemed to have been met.

         2.5.     PAYMENTS. All payments to be made by the Guarantor pursuant to
this Guaranty shall be made at the times and in the manner prescribed for
payments in the Co-Brand Agreement, without setoff, counterclaim, withholding or
other deduction of any nature.

         2.6.     SUBROGATION, ETC. The Guarantor hereby irrevocably waives and
releases any and all rights it now has or hereafter may have (known and unknown,
whether arising by operation of law, by agreement or otherwise) against
PrivilegeONE arising from the existence, payment, performance or enforcement of
any of the obligations of the Guarantor under or in connection with this
Guaranty or the Co-Brand Agreement, including any and all rights of subrogation,
reimbursement, exoneration, contribution or indemnity, and any and all other
rights that would result in the Guarantor being deemed a "creditor" under the
United States Bankruptcy Code of PrivilegeONE.

         2.7.     CONTINUING AGREEMENT. This Guaranty is a continuing guaranty
and shall continue in full force and effect until all Guaranteed Obligations
have been paid and performed in full, and/or all obligations pursuant to the
Co-Brand Agreement have terminated.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         3.1      The Guarantor hereby represents and warrants to Fleet as
follows:

                  (a)      The Guarantor is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation. The Guarantor has and will have corporate power and authority to
own its property and to transact the business in which it is engaged or
presently proposes to engage.

                  (b)      The Guarantor has and will have corporate power and
authority to execute, deliver, perform, and take all actions contemplated by
this Guaranty and all such action has been duly and validly authorized by all
necessary corporate proceedings on its part.

                  (c)      This Guaranty has been duly and validly executed and
delivered by the Guarantor. This Guaranty, when executed and delivered by the
Guarantor, will constitute the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms.

                  (d)      No governmental action or approval is or will be
necessary or advisable in connection with execution and delivery of this
Guaranty, consummation of the transactions herein or therein contemplated, or
performance of or compliance with the terms and conditions hereof.

                  (e)      Neither the execution and delivery of this Guaranty,
nor consummation of the transactions herein contemplated, nor performance of or
compliance with the terms and conditions hereof by the Guarantor, does or will
violate, conflict with or be inconsistent with any law, or violate, conflict
with, be inconsistent with, or result in a breach of, any term or condition of,
OR constitute a default under, OR require any consent under, OR result in (or
give rise to any right, contingent or otherwise, of any person to cause) any
termination, cancellation, prepayment or acceleration of performance of, OR
result in the creation or imposition of (or give rise to any obligation,
contingent or otherwise, to create or impose)

                                      -2-
<PAGE>

any lien upon any of the property or assets of the Guarantor, OR otherwise
result in (or give rise to any right, contingent or otherwise, of any person to
cause) any change in any right, power, privilege, duty or obligation of the
Guarantor under or in connection with, (i) the articles of incorporation or
by-laws (or other constituent documents) of the Guarantor or (ii) any agreement
or instrument to which the Guarantor is a party or by which it or its properties
(now owned or hereafter acquired) may be subject or bound.

                                   ARTICLE IV
                                  MISCELLANEOUS

         4.1.     AMENDMENTS, ETC. No amendment to or waiver of any provision of
this Guaranty, and no consent to any departure by the Guarantor herefrom, shall
in any event be effective unless in a writing manually signed by or on behalf of
Fleet. Any such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

         4.2.     NO IMPLIED WAIVER; REMEDIES CUMULATIVE. No delay or failure of
Fleet in exercising any right or remedy under this Guaranty shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right or
remedy preclude any other or further exercise thereof or the exercise of any
other right or remedy. The rights and remedies of Fleet under this Guaranty are
cumulative and not exclusive of any other rights or remedies available
hereunder, under any other agreement, at law, or otherwise.

         4.3.     NOTICES. Except to the extent, if any, otherwise expressly
provided herein, all notices and other communications (collectively, "notices")
under this Guaranty shall be in writing (including facsimile transmission) and
shall be sent by first-class mail, by nationally-recognized overnight courier,
by personal delivery, or by facsimile transmission, in all cases with charges
prepaid. All notices shall be sent, if to the Guarantor, to its address
specified on the signature page hereof, or if to Fleet, to

                           Fleet Credit Card Services, L.P.
                           101 Gibraltar Road Horsham, PA 19044
                           Attn: Mr. Joseph Saunders, Chief Executive Officer
                           Fax No.: (215) 444-5112

or, in any case, to such other address as shall have been designated by the
applicable party by notice to the other party hereto. Any properly given notice
shall be effective when received, except that properly given notices to the
Guarantor shall be effective at the following time, if earlier: if given by
telephone, when telephoned; if by first-class mail, three Business Days after
deposit in the mail; if by overnight courier, one Business Day after pickup by
such courier; and if by facsimile transmission, upon transmission. Fleet may
rely on any notice (whether or not made in a manner contemplated by this
Guaranty) purportedly made by or on behalf of the Guarantor, and Fleet shall
have no duty to verify the identity or authority of the Person giving such
notice.

         4.4.     ENTIRE AGREEMENT. This Guaranty and the Co-Brand Agreement
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and supersede all prior and contemporaneous understandings
and agreements.

         4.5.     SURVIVAL. All representations and warranties of the Guarantor
contained in or made in connection with this Guaranty shall survive, and shall
not be waived by, the execution and delivery of this Guaranty, any investigation
by or knowledge of Fleet, any extension of credit, or any other event or
circumstance whatever.

         4.6.     CONSTRUCTION. In this Guaranty, unless the context otherwise
clearly requires, references to the plural include the singular, the singular
the plural, and the part the whole; the neuter case

                                      -3-
<PAGE>

includes the masculine and feminine cases; and "or" is not exclusive. In this
Guaranty, "include," "includes," "including" and similar terms are not limiting;
and "hereof," "herein," "hereunder" and similar terms refer to this Guaranty as
a whole and not to any particular provision; and "expenses," "costs,"
"out-of-pocket expenses" and similar terms include the charges of in-house
counsel, auditors and other professionals of the relevant Person to the extent
that such charges are routinely identified and charged under such Person's cost
accounting system. Section and other headings in this Guaranty, and any table of
contents herein, are for reference purposes only and shall not affect the
interpretation of this Guaranty in any respect. Section and other references in
this Guaranty are to this Guaranty unless otherwise specified. This Guaranty has
been fully negotiated between the applicable parties, each party having the
benefit of legal counsel, and accordingly neither any doctrine of construction
of guaranties or suretyships in favor of the guarantor or surety, nor any
doctrine of construction of ambiguities against the party controlling the
drafting, shall apply to this Guaranty.

         4.7.     SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon
the Guarantor, its successors and assigns, and shall inure to the benefit of and
be enforceable by Fleet and its successors and assigns.

         4.8.     GOVERNING LAW. This Guaranty shall be governed by and
construed in accordance with the laws of the State of Rhode Island, exclusive of
choice of law principles.

         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered as of the date first above written.

                                  CALTON, INC.
                                              -

                                  By
                                    --------------------------------------------

                                  Name:
                                       -----------------------------------------

                                  Title:
                                        ----------------------------------------

                                  Address for Notices:

                                  ----------------------------------------------

                                  ----------------------------------------------

                                  ----------------------------------------------

                                  Telephone:
                                            ------------------------------------
                                  Fax:
                                      ------------------------------------------

                                      -4-

<PAGE>

                                    EXHIBIT G

<PAGE>

                         PRIVILEGE ONE VISA CARD PROGRAM
                                DEALER AGREEMENT

     This Dealer Agreement (the "Agreement") is made this ______________ day of
__________________________, 2001 (the "Effective Date"), by and between
____________________ ("Dealer") of __________________________ and PrivilegeONE
Networks, LLC, of 20 Fry Pond Road, West Greenwich, Rhode Island 02817
("PrivilegeONE"). In consideration of the mutual obligations, promises and
undertakings contained in this Agreement, the parties, intending to be legally
bound, agree as follows:

1.   DESCRIPTION OF PROGRAM. PrivilegeONE and A TOP TEN (BASED ON ASSETS)
NATIONAL BANKING ASSOCIATION or its affiliate (the "Issuer") have designed and
developed the PrivilegeONE Visa Card Program, a co-branded credit card loyalty
program intended to enhance customer loyalty to participating Vehicle dealers
(the "Program"). The Program is a broad ranging cardholder acquisition and
loyalty co-branded credit card program, which will offer the following benefits:

          o    Application processing via the Internet USING ISSUER'S INSTANT
               PREQUALIFICATION PROCESS;
          o    Open-to-buy credit approvals;
          o    Credit Card Loyalty Points redeemable at the assigned Dealer or
               Dealer group toward the lease or purchase of a Vehicle;
          o    Dealer discount program;
          o    Membership Plan;
          o    Trade value enhancement program; and
          o    Cardholder Sweepstakes.

2.   ISSUER'S ROLE. Issuer shall administer the consumer portion of the Program
and provide those services identified on Exhibit A.

3.   PRIVILEGE ONE'S OBLIGATIONS. PrivilegeONE will administer the Dealer
portion of the Program and provide those services identified on Exhibit B.

4.   DEALER PARTICIPATION FEES. In exchange for the opportunity to participate
in the Program, Dealer shall pay to PrivilegeONE participation fees in
accordance with the fee schedule set forth on Exhibit C.

5.   TERM. The term of this Agreement shall commence on the Effective Date and
shall run for a period of three (3) years from the Implementation Date (the
"Initial Term"). Thereafter, this Agreement shall automatically renew for
successive one (1) year periods (the "Renewal Term") unless Dealer provides
written notice of its intent to terminate to PrivilegeONE at least sixty (60)
days prior to the expiration of the Initial Term or any Renewal Term.

6.   PRIVILEGE ONE PROGRAM INCENTIVES. PrivilegeONE shall implement certain
Program features and incentives designed to enhance customer loyalty for Dealer
and the overall success of the Program, including the following:

     a.   CREDIT CARD LOYALTY POINTS. PrivilegeONE shall administer a
loyalty-enhancing purchase rebate program. Each Cardholder will earn rebate
points based on their card usage (the "Credit Card Loyalty Points"). Credit Card
Loyalty Points MAY BE REDEEMED AT A RATE EQUIVALENT TO one (1) U.S. cent ($.01)
PER POINT ACCUMULATED. THE REBATE shall be redeemed by applying IT against the
purchase or

<PAGE>

lease of a Vehicle from Dealer, and will be redeemable only at the Dealer from
which the Cardholder's PrivilegeONE account originated. A Cardholder will earn
Credit Card Loyalty Points in accordance with the schedule on Exhibit D. Unless
the Program is terminated, Cardholders will be permitted to redeem Credit Card
Loyalty Points up to four (4) years after earning them, and may redeem up to
$750 in a Rebate per each separate Vehicle purchase or lease from Dealer, as set
forth in Exhibit D. Points cannot be redeemed for a rebate amount of less than
one hundred and fifty dollars ($150.00). In the event the Program is terminated,
Cardholders will be provided a minimum of six (6) months to redeem their accrued
Credit Card Loyalty Points as provided in Section 15(b) of this Agreement.

     b.   EMPLOYEE INCENTIVE PROGRAMS. Subject to the restrictions of Section
16, PrivilegeONE may provide an incentive program for employees of Dealer who
are in a position to administer the Program. Employee incentive rewards will be
based on actual account openings and are subject to change in form and content,
without notice, at the sole discretion of PrivilegeONE and Issuer. PrivilegeONE
and Issuer may, from time to time, provide additional incentives to support the
overall success of the Program. Such incentives programs may be taxable under
the Applicable Law, and PrivilegeONE reserves the right to withhold such amounts
as may be required for this purpose.

     c.   PRIVILEGEONE SWEEPSTAKES PROGRAM. To the extent permitted by
Applicable Law and as approved by Issuer, PrivilegeONE may institute a
comprehensive sweepstakes program for Cardholders ("Cardholder Sweepstakes").
Timing, terms, and conditions will be announced separately. PrivilegeONE and
Issuer reserve the right to change and/or enhance the Cardholder Sweepstakes at
any time. Cardholder Sweepstakes will not be offered in those states where
prohibited by law.

7.   CARDHOLDER INCENTIVES TO BE OFFERED BY DEALER. Dealer agrees to provide to
Cardholders, at Dealer's own expense, the services and Cardholder incentives
listed on Exhibit E ("Cardholder Incentives"). Cardholder Incentives shall be
offered to all Cardholders, regardless of status of vehicle as new or pre-owned.
Dealer acknowledges that the Cardholder Incentives are an integral part of the
Program and serve to enhance the attraction of the Program to the Cardholder and
to prospective Cardholders. Dealer's failure to adhere to the requirements of
the Cardholder Incentives or any other portion of the Program as determined by
PrivilegeONE shall constitute a material breach of this Agreement.

8.   PRIVILEGE ONE MEMBERSHIP PLAN. Distinct from the Program, PrivilegeONE
shall develop and make available to Dealers to offer to their customers the
PrivilegeONE Membership Plan (the "Membership Plan"). The Membership Plan shall
entitle Dealer's customers to receive specified values, products and services
from Dealer based on the customer's registration and participation in the Plan.
All of the components of the Membership Plan will be available to Cardholders as
part of the Program, however, the Program will have components that are not
available to customers through the Membership Plan. The initial components of
the Membership Plan are set forth in Exhibit F. Dealer acknowledges that the
Membership Plan and the components and benefits thereof are an integral part of
the Program and serve to enhance the attraction of the Program to the Cardholder
and to prospective Cardholders. Dealer's failure to adhere to the requirements
of the Membership Plan as determined by PrivilegeONE shall constitute a material
breach of this Agreement.

9.   PROGRAM INSTALLATION.

     a.   PRIVILEGEONE DUTIES. PrivilegeONE will provide Dealer with a
comprehensive installation program, which will include:

          (i)  training of the approved personnel identified by Dealer as being
               those individuals referenced in Section 17(d);

<PAGE>

          (ii)  audit of Dealer's available management information systems to
                determine suitability for use in the Program and provide
                recommendations for same;
          (iii) introduction of the PrivilegeONE HELP Web Site, the PrivilegeONE
                Video Learning Program and the PrivilegeONE 800 HOTLINE; and
          (iv)  distributing and reviewing the approved Marketing Materials and
                the Script to be used when enrolling Cardholders; and
          (v)   testing the capabilities of all installed systems necessary for
                the performance of the services described in this Agreement.

     b.   DEALER DUTIES. Dealer agrees to fully support the Program installation
process. Dealer support shall include but is not limited to:

          (i)   having an appropriate number of computers meeting or exceeding
                PrivilegeONE's specifications with Internet capability to
                support the on-line application process;
          (ii)  provide PrivilegeONE with access to the computers designated to
                be used for the online approval process for programming of the
                browser to interface with the correct PrivilegeONE web address;
          (iii) holding a mandatory meeting lasting approximately
                one-and-one-half hours, with Dealer's management team and the
                approved personnel identified in Section 17(d) and as indicated
                in the "Dealer Profile Questionnaires;" and
          (iv)  encouraging continuous improvement in Program administration,
                Cardholder loyalty, retention and data security.

10.  ONGOING MAINTENANCE AND SUPPORT. PrivilegeONE will provide a series of
video training discs or tapes to aid in the administration of the Program and
the Membership Plan. Additionally, PrivilegeONE will maintain an informational
Web Site exclusively for use by Dealers and appropriate Dealer personnel.
PrivilegeONE will also maintain a telephone "hotline" for the exclusive use of
Dealer's management in order to support the success of the Program.

11.  DEALER RESPONSIBILITIES. Dealer agrees to perform the following:

     a.   implement, promote and administer all features of the Program and the
Membership Plan, and to make its facilities available and to facilitate the
training of its approved employees in the correct operation of the Program and
Membership Plan;

     b.   abide by all terms, conditions, and procedures for the implementation
and provision of Cardholder Incentives and Membership Plan benefits as shall be
determined and directed by PrivilegeONE and/or Issuer from time to time;

     c.   promptly notify Issuer and PrivilegeONE, in writing, of
Program-related complaints it receives relating to its conduct, including
complaints of alleged inappropriate activity;

     d.   safeguard the Customer Data, Cardholder Information and any other
Confidential Information or proprietary information acquired or solicited in the
performance of this Agreement;

     e.   manage the redemption of Credit Card Loyalty Points in accordance with
the instructions provided by PrivilegeONE;

     f.   accept and service those Cardholders, including the redemption of
previously accumulated Credit Card Loyalty Points, (i) who transfer to Dealer in
conjunction with a relocation, or (ii) who are assigned to Dealer in conjunction
with the withdrawal of another participating Dealer for whatever reason; and

<PAGE>

     g.   obtain and maintain during the term of the Agreement adequate
insurance coverage for claims and liabilities arising from the conduct of
Dealer, its Directors, Officers or employees, including but not limited to
claims for breach of trust or duty, errors and omissions, negligence,
embezzlement, failure to comply with "truth in lending" statutes, infidelity and
fraud. The minimum adequate coverage shall include, but not be limited to,
directors' and officers' liability and employment practices coverage of at least
$750,000, errors and omissions coverage of at least $750,000 and crime insurance
coverage of at least $25,000 per incident.

12.  DEALER REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the
representations and warranties made in Section 13, Dealer makes the following
representations and warranties to PrivilegeONE:

     a.   Dealer is duly organized, validly existing and in good standing, and
has all necessary power and authority to execute and deliver this Agreement and
perform its obligations hereunder. The execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated hereby do
not and will not violate Dealer's charter or by-laws or any equivalent
organizational document, violate any Applicable Law, rule, regulation, judgment,
injunction, order or decree to which Dealer is subject, or violate any contract,
instrument or document to which Dealer is a party;

     b.   No consent, approval or authorization from any third party or
governmental authority is required in connection with the execution, delivery,
or performance of this Agreement, except such as have been obtained and are in
full force and effect;

     c.   Dealer certifies that it has not, and covenants that it will not,
during the course of the transactions contemplated herein, disclose or use any
Confidential Information.

     d.   Dealer agrees to adhere to all Applicable Laws, including but not
limited to all federal, state, and local consumer protection and
truth-in-lending statutes including the Fair Credit Reporting Act and the Fair
Debt Collection Practices Act. Furthermore, Dealer agrees not to violate any of
its covenants or agreement(s) with its lending institution(s) or any laws of the
state in which Dealer resides or conducts business.

     e.   Dealer is primarily a new Vehicle Dealer.

13.  USE OF DEALER TRADEMARKS AND IMAGES.

     a.   GENERAL. Dealer represents and warrants that it owns the rights to its
name, image trademarks, trade names and logos (the "Dealer Trademarks"). Dealer
shall propose to PrivilegeONE certain Dealer Trademarks including images of
graphical, artistic, and/or design works presently utilized by Dealer to
advertise and identify Dealer's goods and services to the consumer, for use and
reproduction by PrivilegeONE, Issuer, and their agents, on advertising,
promotional materials, billing statements, collection letters, internet web
sites, and on the face of PrivilegeONE Credit Cards. PrivilegeONE reserves the
right to accept or reject any proposed Dealer Trademark in its sole discretion,
and to only utilize Dealer Trademarks to the extent and in the manner it deems
appropriate, in accordance with the terms of this Section. If any proposed
Dealer Trademark delivered to PrivilegeONE contains a manufacturer's trade name,
mark or logo, the same shall be accompanied by a written authorization of use
from the manufacturer in a form and content acceptable to PrivilegeONE in its
sole discretion.

<PAGE>

     b.   WARRANTY OF OWNERSHIP. In submitting proposed Dealer Trademarks to
PrivilegeONE, Dealer warrants that it is the exclusive owner of all right,
title, and interest, including goodwill, in and to the Dealer Trademarks, or
possesses other rights by way of assignment or license sufficient to permit it
to make the representations and assurances and grant the permissions contained
in this Section. Dealer further represents and warrants that the Dealer
Trademarks are free and clear of all liens and encumbrances, do not infringe
upon the rights of any third party, and that PrivilegeONE's or Issuer's use of
the Dealer Trademarks will not constitute a breach of any agreement to which
Dealer is a party or constitute an infringement of any patent, trademark, or
copyright or constitute an unauthorized use of proprietary information or trade
secrets of any third party.

     c.   SUBMISSION OF DEALER TRADEMARKS. Dealer shall supply to PrivilegeONE
for use by Issuer camera-ready artwork or electronic images of the Dealer
Trademarks proposed for use, in form and format suitable to PrivilegeONE and
Issuer, no later than ten (10) business days following the execution of this
Agreement. PrivilegeONE and Issuer shall have ten (10) business days from
receipt of the proposed Dealer Trademarks to review them and to notify Dealer as
to their suitability or unsuitability. PrivilegeONE and Issuer reserve the right
to make such determination in their sole discretion, but agree to work with
Dealer to derive marks suitable for inclusion on the PrivilegeONE Credit Card
and on marketing and other solicitation materials.

     d.   GRANT OF PERPETUAL LICENSE. Dealer hereby grants to PrivilegeONE,
Issuer, and all authorized agents of PrivilegeONE and Issuer, a perpetual right
and license to use, copy, reproduce, create Derivative Works, distribute, and
publicly display the Dealer Trademarks and Derivative Works, during the Term of
this Agreement and thereafter, to identify and enhance the Program and Dealer's
participation therein (the "License"). This License includes, but is in no way
limited to, use of the Dealer Trademarks and Derivative Works in the following
manner:

          (i)   on Credit Cards issued to Cardholders and other consumers;

          (ii)  on periodic statements, collection letters, and other
                communications to Cardholders;

          (iii) on literature, cards, and promotional materials created by
                PrivilegeONE, Issuer, or their authorized agents, for display,
                distribution, publication, broadcast or Internet use.

The rights and obligations created under this License may be assigned or
sublicensed by PrivilegeONE without the prior written consent of Dealer and/or
Issuer. This License shall be binding upon and inure to the benefit of each
party, their authorized successors and assigns.

     e.   INDEMNIFICATION. As to all Dealer Trademarks and Derivative Works,
Dealer hereby agrees to defend, indemnify, and hold harmless PrivilegeONE,
Issuer, and all authorized agents thereof, against any and all liabilities,
suits, losses, damages, costs, and expenses (including reasonable attorneys'
fees and costs of litigation), associated with any claim or action brought
against PrivilegeONE, Issuer, or other entity that may arise out of the use,
dissemination, or display of the Dealer Trademarks or Derivative Works,
including claims of infringement of any third party's intellectual property
rights and any other negligence, act, or failure to act. The provisions of this
paragraph shall apply to claims and liabilities that arise or arose during
and/or after the Initial Term or any Renewal Term of this Agreement.

     f.   USE OF DEALER TRADEMARKS UPON TERMINATION. Upon termination of this
Agreement, PrivilegeONE and Issuer shall have the right to use the Dealer
Trademarks and Derivative Works on Credit Cards, periodic statements and records
of, and correspondence to, any Cardholder until expiration

<PAGE>

of the Credit Cards issued prior to such termination, and thereafter
PrivilegeONE and Issuer shall cease to use the Dealer Trademarks except for
identification purposes when necessary on Cardholder service letters. Except as
otherwise provided in this Agreement, PrivilegeONE agrees that upon such
termination it will not claim any right, title, or interest in or to the Dealer
Trademarks. However, PrivilegeONE and Issuer may use the Dealer Trademarks to
complete any solicitation that they are required by law to complete. Upon
termination of this Agreement, Dealer shall not attempt to cause the removal of
Dealer Trademarks from any Credit Cards, checks, or records of any Cardholder
with respect to the Program, already existing on the effective date of
termination of this Agreement. This Section 13 shall survive termination of this
Agreement.

     g.   Upon termination of this Agreement, Dealer shall not attempt to or
cause the removal of the Dealer Trademarks from any Credit Cards, checks or
records of any Cardholder with respect to the Program, already existing on the
effective date of termination of this Agreement.

14.  DEALER PROVIDED CUSTOMER DATA.

     a.   DEALER DATABASE. Dealer agrees to provide to PrivilegeONE and Issuer,
or to provide access to, their Customer Data, including monthly updates, solely
for the purpose of marketing Dealer's PrivilegeONE Credit Card. Dealer
represents and warrants that the information contained in the Customer Data is
accurate. PrivilegeONE and Issuer agree to hold the Customer Data and not sell,
rent or otherwise allow its use or dissemination by any other party.
PrivilegeONE and Issuer reserve the right to use the Customer Data to solicit
Dealer's Customers for approved and non-competing programs and services offered
by PrivilegeONE or Issuer on a timetable established by PrivilegeONE and Issuer.
PrivilegeONE shall be the sole and complete owner of the Customer Data.
Notwithstanding the foregoing, Dealer and Issuer may maintain separately and
permanently all information obtained by Issuer from Customers, and all
information obtained as a result of an Account relationship or an Application
for an Account by a Customer or other consumer, and such information shall not
constitute Customer Data.

     b.   CARDHOLDER AND ACCOUNT INFORMATION. Issuer shall be the sole and
complete owner of, and PrivilegeONE and Dealer shall have no right, title or
interest in the Accounts, the Credit Cards, Account Information or in any
interest income, fees or other revenue generated under, or information resulting
from, operating the Accounts, and the Credit Cards, and such ownership shall in
no way be affected by termination of the Program.

15.  TERMINATION.

     a.   TERMINATION. Subject to Section 15(b) below, either party may
terminate this Agreement as follows:

          (i)  if the other fails to perform any provision, term or condition
               contained herein, by providing written notice to the defaulting
               party as provided in this Agreement. This notice shall describe
               with sufficient detail the nature of the default. The party
               receiving such notice shall have thirty (30) days to remedy the
               default. Unless waived by the party providing notice of default,
               the failure to satisfy the terms of the Agreement within such
               time period shall result in the automatic termination of this
               Agreement. PrivilegeONE and Issuer reserve the right to impose a
               termination charge upon Dealer to offset the transfer of the
               terminated Dealer's Cardholders to another participating Dealer.

          (ii) immediately by PrivilegeONE, if the Program is terminated by
               PrivilegeONE or Issuer;

<PAGE>

          (iii) immediately upon the sale or transfer of a controlling interest
                in Dealer's business to any person or entity, without the prior
                written consent of Dealer and Issuer. If approved in writing,
                PrivilegeONE reserves the right to impose an additional charge
                upon Dealer or Dealer's successor, as the case may be, to cover
                the reasonable costs and fees associated with any change in
                ownership, name or termination;

          (iv)  immediately upon the change or alteration of any portion of the
                name under which Dealer conducts its business and/or holds
                itself out to the public; or

          (v)   immediately if any bankruptcy, reorganization, dissolution, or
                liquidation proceeding is commenced, or any application for
                appointment of a receiver or a trustee, or any proceeding for
                bankruptcy, reorganization, or liquidation is filed for or
                commenced against Dealer, and is not withdrawn or dismissed
                within sixty (60) days thereafter.

     b.   CONTINUATION OF THE PROGRAM OR MEMBERSHIP PLAN. PrivilegeONE or Issuer
shall provide to Cardholders a notice of intent to terminate the Program and/or
the Membership Plan. PrivilegeONE, Issuer and Dealer shall continue to redeem
and accept redemptions of Credit Card Loyalty Points earned by Cardholders for a
minimum period of six (6) months after the date of termination; provided,
however, no Credit Card Loyalty Points shall accrue to a Cardholder's Account
after the date of the notice of termination. Issuer and PrivilegeONE shall
extend such period for up to an additional six (6) months, if necessary, to
provide for any then outstanding rebate obligations

16.  CONFIDENTIAL INFORMATION. Dealer acknowledges and agrees that all
information collected from Applicants during the application process, the
Instant Prequalification Process, or from Cardholders in the administration of
the Program, is the proprietary and confidential information of Issuer
("Confidential Information"). Such Confidential Information shall not be sold,
transferred, released or otherwise provided to any third party, or used for any
purpose other than pursuant to the Program, without the prior written approval
of Issuer. Dealer further agrees that the contents of this Agreement are
proprietary and Confidential Information.

     a.   IMPORTANCE OF CONFIDENTIAL INFORMATION. Dealer understands and
acknowledges that the Confidential Information has been developed or obtained by
PrivilegeONE or Issuer by the investment of significant time, effort and
expense, and that the Confidential Information is a valuable, special and unique
asset of PrivilegeONE or Issuer which provides PrivilegeONE or Issuer with a
significant competitive advantage, and needs to be protected from improper
disclosure.

     b.   PROTECTION OF CONFIDENTIAL INFORMATION/DISCLOSURE TO EMPLOYEES. Dealer
shall use best efforts to safeguard Confidential Information disclosed to Dealer
so as to ensure that no unauthorized person shall have access to any
Confidential Information. Dealer shall not disclose any Confidential Information
to any employees of Dealer except those employees, such as the finance manager
or functional equivalent, who are required to have the Confidential Information
in order to perform their job duties in connection with the limited purposes of
the Program. Dealer shall require its employees, agents and subcontractors
having access to Confidential Information to protect and maintain the
confidentiality of Confidential Information and shall require each employee or
agent to whom Confidential Information is disclosed to sign a non-disclosure
agreement at the request of PrivilegeONE or Issuer.

     c.   USE OF CONFIDENTIAL INFORMATION. Dealer shall use Confidential
Information solely in the performance of its obligations pursuant to this
Agreement, or pursuant to prior written approval and

<PAGE>

direction by PrivilegeONE or Issuer. The Confidential Information shall not be
used to compete with PrivilegeONE or Issuer or used in any manner detrimental to
PrivilegeONE or Issuer.

     d.   UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION. Dealer shall
promptly report to PrivilegeONE and Issuer any unauthorized disclosure or use of
Confidential Information of which Dealer becomes aware.

     e.   OWNERSHIP OF CONFIDENTIAL INFORMATION. The disclosure of Confidential
Information to Dealer shall not constitute a grant to Dealer of any interest or
right whatsoever in such Confidential Information, which shall remain the sole
property of PrivilegeONE or Issuer, even if suggestions, comments, and/or ideas
made by Dealer are incorporated into the Confidential Information or related
materials. Nothing in this Agreement shall limit PrivilegeONE's or Issuer's
rights to use its own Confidential Information in any manner whatsoever.

     f.   COMPELLED OR APPROVED DISCLOSURE OF CONFIDENTIAL INFORMATION. If
Dealer or any of its representatives are requested pursuant to, or become
compelled by, any Applicable Law or legal process to disclose any Confidential
Information, Dealer will provide PrivilegeONE and Issuer with prompt written
notice so that PrivilegeONE and/or Issuer may seek a protective order or other
appropriate remedy or, in their sole discretion, waive compliance with the terms
of this provision. If such a protective order or other remedy is not obtained,
or if PrivilegeONE and/or Issuer waives compliance with the terms of this
Agreement, Dealer will furnish only that portion of the Confidential Information
which is legally required and Dealer shall cooperate with efforts to obtain
reliable assurance that confidential treatment will be accorded the Confidential
Information. If PrivilegeONE approves in writing the disclosure of Confidential
Information by Dealer to a third party, Dealer shall enter into a
confidentiality agreement with such third party which will require such third
party to protect the confidentiality of the Confidential Information at a level
and in a manner at least as stringent as the protection provided to Confidential
Information in this provision.

     g.   RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon termination of
this Agreement or upon the written request of PrivilegeONE and Issuer, Dealer,
(i) shall return all Confidential Information, or (ii) shall destroy all
Confidential Information, in its possession or control. Dealer shall also
deliver written statements signed by Dealer certifying that all materials have
been returned or destroyed within a reasonable time period after receipt of the
request.

     h.   UNAUTHORIZED DISCLOSURE OF INFORMATION/EQUITABLE RELIEF.
Notwithstanding any other provision in this Agreement, Dealer accepts and
acknowledges that if it fails to comply with this Section, PrivilegeONE and
Issuer will suffer irreparable harm, which may not be adequately compensated for
by monetary damages alone. Dealer therefore agrees that in the event of Dealer's
breach or threatened breach of this Section, PrivilegeONE and Issuer shall be
entitled to apply to any court of competent jurisdiction for injunctive and/or
other preliminary or equitable relief to restrain Dealer from disclosing, in
whole or in part, the Confidential Information. PrivilegeONE and Issuer shall
not be prohibited by this provision from pursuing other remedies, including
claims for losses and damages, in addition to any other remedies provided for in
this Agreement.

     i.   SURVIVAL. The provisions of this Section shall survive the termination
of this Agreement.

17.  MISCELLANEOUS.

     a.   EXCLUSIVITY. During the Term of this Agreement and any Renewal Term,
Dealer shall endorse the Program exclusively, and shall not advertise, promote
or market unsecured or secured credit cards, charge cards (such as American
Express), travel and entertainment cards (such as Diner's Club), debit cards and
stored value cards (collectively "Card Products") for any entity other than
PrivilegeONE or Issuer, without the prior written approval of PrivilegeONE and
Issuer.

<PAGE>

     b.   ISSUER CORRESPONDENCE. Any correspondence received by Dealer that is
intended for Issuer (E.G., Applications, payments, billing inquiries, etc.)
shall be deposited with an overnight courier or sent by first class mail at
Dealer's expense within forty-eight (48) hours of receipt to be forwarded to
Issuer.

     c.   APPLICANT QUESTIONS. Dealer shall refer to the Web Site, all Applicant
questions about the Credit Card Loyalty Program that are not answered in the
training materials provided by Issuer for such purpose. For all Applicant
questions not answered in either the training materials or the Web Site, Dealer
shall refer to Issuer, using the telephone number provided by Issuer.

     d.   ELIGIBLE DEALER EMPLOYEES. Dealer shall permit only Dealer's finance
manager or functional equivalent to administer the Program, including, without
limitation, assisting consumers with Applications.

     e.   MARKETING MATERIALS; SCRIPTS. Dealer shall use only the current
Marketing Materials and Scripts prepared and approved by PrivilegeONE and
Issuer, in writing, prior to such use. Dealer shall destroy those outdated and
superseded Marketing Materials and Scripts that are within the inventory or
possession of Dealer and shall promptly replace them with the approved Marketing
Materials and Scripts received from PrivilegeONE and Issuer. Dealer shall not
create, use or distribute any marketing materials or scripts for the Program or
the Membership Plan without the express prior written consent of PrivilegeONE
and Issuer.

     f.   SECURITY. Dealers shall maintain adequate security procedures,
including without limitation, firewalls and virus protection, to protect the
privacy and information of Applicants and Cardholders. Issuer shall have the
right to perform initial and periodic on-site security reviews at the Dealer's
location. Such inspections shall not occur more than once within a twelve (12)
month period, (ii) shall be subject to such security procedures as the inspected
party may reasonably impose, (iii) shall be subject to such limitations as may
be required under Applicable Law governing the conduct of the inspected party's
business, and (iv) shall be performed according to a mutually agreed upon plan,
which shall include the scope of the review and a description of necessary
documents.

     g.   OWNERSHIP OF ACCOUNTS. PrivilegeONE and/or Issuer shall be the sole
and complete owners of, and Dealers shall have no right, title or interest in,
the Accounts, the Credit Cards, Account Information or in any interest income,
fees or other revenue generated under, or information resulting from, operating
the Accounts, and the Credit Cards, and such ownership shall in no way be
affected by termination of the Program. Upon termination or expiration of this
Agreement, or upon written request of Issuer, Dealer shall return or destroy the
Account Information in Dealer's possession.

18.  INDEMNIFICATION. Dealer shall indemnify, defend and hold harmless
PrivilegeONE, Issuer, their respective partners, members, officers, directors,
employees, affiliates, agents, owners, successors and permitted assigns from and
against any and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including but not limited to
interest, penalties and reasonable fees of professionals, which arise from,
result from, are caused by or relate to (a) any negligent, reckless, or
intentional act or omission of Dealer or its employees, (b) any act or omission
of Dealer or its employees that is in conflict with the terms of this Agreement,
(c) any breach of any of Dealer's representations, warranties, covenants, or
agreements contained in this Agreement or in any agreement between Dealer and
any third party relating to the Program including any and all claims by
Cardholders or any other persons or entities concerning the provision or
non-provision of features of the Program to be funded or supplied by Dealer as
set forth in this Agreement, or (d) any violation of any Applicable Laws or any
investigations of Issuer or PrivilegeONE by any governmental agency arising from
or centering upon Dealer's conduct.

<PAGE>

19.  SEVERABILITY. If any provision of this Agreement will be held to be invalid
or unenforceable for any reason, the remaining provisions will continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision will be deemed to be written,
construed, and enforced as so limited.

20.  AMENDMENT. This Agreement may be modified or amended in writing, if the
writing is signed by the parties obligated under the amendment and approved in
writing by Issuer.

21.  NOTICE. Any notice or communication required or permitted under this
Agreement shall be sufficiently given if delivered in person or by certified
mail, return receipt requested, to the address set forth in the opening
paragraph or to such other address as one party may have furnished to the other
in writing, and such notice or communication shall be deemed complete upon
delivery in person or upon receipt via certified mail by the party to whom it is
sent or such party's agent, whichever occurs first.

22.  ASSIGNMENT. Except as otherwise provided herein, neither party may assign
or transfer this Agreement without the prior written consent of the party and
Issuer, which approval shall not be unreasonably withheld.

23.  GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Rhode Island. Any controversy or claim arising out of this
Agreement or breach thereof shall be brought, if at all, only in the state or
federal courts sitting in Rhode Island, and the parties hereby consent and agree
that they are and shall be subject to personal jurisdiction in the state of
Rhode Island, United States of America.

24.  DEFINITIONS. When used in this Dealer Agreement, the following terms have
the following meanings:

     "Account" means a Visa credit card account established by Issuer under the
     Program for a consumer who meets Issuer's credit criteria established from
     time to time by Issuer and for which Issuer issues one or more Credit
     Cards.

     "Account Information" means all Applications, credit reports and any other
     information collected through Issuer's relationship with Cardholders,
     including without limitation, demographic studies and Account histories
     received from Cardholders, or otherwise received or generated by or for
     Issuer in connection with the Program.

     "Applicable Law" means applicable federal, state and local statutes,
     regulations, regulatory guidelines and judicial or administrative
     interpretations as well as any rules or requirements established by Visa
     and the written privacy policies of each of Issuer and PrivilegeONE, which
     may be amended from time to time at the sole discretion of the authoring
     party.

     "Applicant" means a consumer who applies for a Credit Card under the
     Program.

     "Application" means the action or document by which a consumer requests and
     applies to Issuer for a Credit Card.

     "Cardholder" means (a) a consumer residing in the United States or a
     territory of the United States who is approved for, and opens, an Account
     with Issuer under the Program, or (b) a consumer who resided in the United
     States or a territory of the United States at the time a Credit

<PAGE>

     Card was issued, and who subsequently relocated out of the United States or
     a territory of the United States.

     "Confidential Information" means all material and information supplied by
     one party to the other in the course of the negotiation and duration of
     this Agreement, including Account Information, Credit Card Loyalty Point
     Information, Customer Data and information otherwise obtained by any party
     including, but not limited to, information concerning either party's
     business records and plans; trade secrets; proprietary ideas; technological
     developments, objectives and results; customer lists and records; computer
     programs and listings; source code and/or object code; and financial
     results and financial statements. Confidential Information does not include
     any information which (i) was in the possession of the receiving party
     prior to the execution of this Agreement; (ii) was lawfully obtained from a
     third party and not in breach of this Agreement or any confidential
     relationship between such third party and the disclosing party; (iii) is
     required to be disclosed pursuant to Applicable Law; or (iv) is
     independently developed by the receiving party, as evidenced by appropriate
     documentation.

     "Credit Card" "Credit Card" means a Visa credit card containing a Dealer
     Trademark, issued by Issuer under the Program pursuant to this Agreement.

     "Credit Card Loyalty Points" means the points that a Cardholder accrues in
     the Credit Card Loyalty Program based upon such Cardholder's Account usage
     entitling such Cardholder to redeem such points for a Rebate.

     "Customer" means an individual that has (i) bought or leased a new or used
     car from a Dealer, (ii) has received service on a car from a Dealer, or
     (iii) registered for a PrivilegeONE Membership Plan directly from
     PrivilegeONE.

     "Customer Data" means personal and demographic information provided by a
     Customer to a Dealer, including, without limitation, the Customer's name,
     mailing address, e-mail address, telephone number and other information
     about the Customer.

     "Dealer" means a new Vehicle dealership or a new Vehicle dealer franchise
     participating in the Program. Any dealership that primarily or exclusively
     markets pre-owned cars is excluded from the definition of Dealer.

     "Dealer Trademark" means any design, image, visual representation, logo,
     service mark, trade dress, trade name, or trademark used by Dealer to
     solicit Cardholders and other consumers to Dealer's business.

     "Derivative Work" shall mean and include all works created by or for
     PrivilegeONE containing, including, derived from, or otherwise utilizing a
     Dealer Trademark or a variation thereof.

     "Implementation Date" means the first date on which Issuer accepts an
     Application for a Credit Card from a Customer of Dealer.

     "Instant Prequalification Process" means Issuer's patent pending process
     through which Issuer, utilizing its prospects database and its credit
     criteria, determines if Customers or other consumers meet the criteria to
     receive a solicitation for a Credit Card.

<PAGE>

     "Marketing Materials" means advertisements, brochures, solicitation
     materials, Scripts, talking points, displays, radio or television
     advertisements, or other marketing information that describe, promote or
     otherwise relate to marketing the Program.

     "Program" means the Credit Card Loyalty Program offered by Issuer and
     PrivilegeONE to Cardholders and other consumers based upon such
     individual's Account usage.

     "Rebate" means a type of redemption of Loyalty Points under the Credit Card
     Loyalty Program where a Cardholder is entitled to receive a credit towards
     the purchase of lease of an new or pre-owned vehicle from a Dealer based on
     such Cardholder's Account usage.

     "Script" means the language supplied by PrivilegeONE, to be used by Dealer
     to solicit Customers for Credit Cards under the Program, or to respond to
     questions from Cardholders regarding the Program.

     "Vehicle" means any new or pre-owned automobile or light truck sold, leased
     or serviced by a Dealer participating in the Program.

     "Web" means the World Wide Web.

     "Web Site" means [http://www.PrivilegeONE.com], and any mirror or successor
     Web Sites as shall be determined by PrivilegeONE from time to time.

25.  ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties, and there are no other promises or conditions in any other agreements
whether oral or written concerning the subject matter of this Agreement. This
Agreement supersedes any prior written or oral agreements between the parties.

Dealer:                                      PrivilegeONE Networks, LLC.:

    By:_____________________________         By: _______________________________

    Title:__________________________         Title:_____________________________

    Date: ______________                     Date: ______________

<PAGE>

                                    EXHIBIT A

                                   ISSUER ROLE

1.   PERFORM FUNCTIONS OF THE ISSUING BANK. Subject to the terms and conditions
of this Agreement, Issuer shall:

     (a)  solicit to eligible Customers and other consumers one (1) or more
types of Credit Cards under the Program;

     (b)  perform for each Credit Card all functions of the issuing bank at its
own expense, including without limitation (i) designing the Application forms,
(ii) receiving, reviewing and processing Applications for Credit Cards, (iii)
providing customer service and otherwise administering and operating the Program
and the relationships with Cardholders, (iv) evaluating the creditworthiness of
each applicant for an Account, (v) making all credit determinations and bearing
all credit risks, (vi) establishing credit limits for each Cardholder and (vii)
issuing Credit Cards to all qualified Cardholders;

     (c)  Issuer shall apply such trademark markings as requested by Dealers and
PrivilegeONE in order to protect or preserve the rights of Dealers and
PrivilegeONE in their respective trademarks.

2.   COSTS OF THE PROGRAM. Issuer and PrivilegeONE shall bear all costs of
administering the Program, including the cost of producing and distributing the
Credit Cards, except as otherwise provided in this Dealer Agreement.

3.   SECURITY. Issuer shall maintain adequate security procedures, including
without limitation, firewalls and virus protection, to protect the privacy and
information of Applicants, Customers and Cardholders.

4.   REASONABLE ASSISTANCE. Issuer will provide PrivilegeONE and Dealer with
such assistance as may be reasonably requested by PrivilegeONE or the Dealer in
connection with the Program in accordance with Applicable Law.

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                                    EXHIBIT B

                         PRIVILEGE ONE RESPONSIBILITIES


1.   WEB SITE. PrivilegeONE will develop, launch and maintain the Web Site that
will be used as a portal of information for Customers, Cardholders and Dealers.
The Web Site also will serve as the information link between Issuer and the
Dealers. The Web Site will contain a frame to Issuer's Web Site, which will
contain the Application for a Credit Card and other information as Issuer, in
its sole discretion, determines.

2.   SWEEPSTAKES PROGRAM. PrivilegeONE agrees to design and fund, subject to
Issuer's prior written approval, a sweepstakes program for Cardholders
participating in the Program, except where prohibited by the Applicable Laws.

3.   DEALER INCENTIVES. PrivilegeONE will develop and fund an incentive program
for Dealers and the Dealer finance manager or functional equivalent to encourage
Dealer and the Dealer finance manager or functional equivalent to participate
in, and offer, the Program. The incentive program is subject to Issuer's
approval.

4.   INSTALLATION AND TRAINING. PrivilegeONE will conduct the installation,
training and support for Dealer as set forth in this Agreement.

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                                    EXHIBIT C

                                  FEE SCHEDULE



(1)  A one-time Program purchase fee in the amount of _________.

(2)  A monthly service fee of _______ which shall be due on the fifteenth (15th)
     day of each month during the Initial Term or any Renewal term of this
     Agreement, commencing on the fifteenth (15th) day of the month following
     the Implementation Date.

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                                    EXHIBIT D

                       CREDIT CARD LOYALTY POINT SCHEDULE

Subject to the terms and conditions of the Credit Card Loyalty Program, Credit
Card Loyalty Points will accrue as follows:

     The structure for the accrual of Credit Card Loyalty Points shall apply to
     (a) cumulative spending from the date that a Cardholder opens an Account
     until such time as the Cardholder first redeems Credit Card Loyalty Points
     for a discount on a Vehicle, and (b) the period following the redemption of
     Credit Card Loyalty Points for a discount on a Vehicle until the
     Cardholder's next redemption (either period shall be referred to herein as
     an "Earning Period").

     Cardholder will automatically receive 14,900 points for opening an Account.
     Cardholder will also automatically receive 14,900 points following any
     conforming Credit Card Loyalty Point redemption.

     If Cardholder makes aggregate purchases of less than two-thousand dollars
     ($2,000) during the Earning Period, Cardholder will earn three (3) Credit
     Card Loyalty Points for every one dollar ($1) of purchases made on the
     Account. If a Cardholder makes aggregate purchases of at least two-thousand
     dollars ($2,000), but less than four-thousand dollars ($4,000) during the
     Earning Period, Cardholder will earn two (2) Credit Card Loyalty Points for
     every one dollar ($1) of purchases made on the Account. If a Cardholder
     makes aggregate purchases in excess of four-thousand dollars ($4,000)
     during the Earning Period, Cardholder will earn one (1) Credit Card Loyalty
     Point for every one dollar ($1) of purchases made on the Account. If a
     Cardholder's aggregate purchases on the Account entitle the Cardholder to
     proceed to the next Credit Card Loyalty Points earnings level, such new
     earnings level will only apply to the purchases made after such Cardholder
     reached the new earnings level. In other words, the new earnings level
     shall not apply to purchases made prior to the Cardholder's transition to
     the new level.

<PAGE>
                                    EXHIBIT E

                              CARDHOLDER INCENTIVES

TRADE ALLOWANCE. An extra $500 trade-in allowance on the next Vehicle purchased
or leased by a Cardholder if (i) the trade-in vehicle was purchased and serviced
reasonably in accordance with the manufacturer's minimum maintenance schedule,
(ii) at least 95% of such service, as measured by the amount of money actually
paid for such service, was performed at Dealer or at a service center owned or
operated by Dealer, and (iii) any additional vehicle service was performed at
another participating PrivilegeONE Dealer of the same automotive franchise
brand.

PARTS/LABOR DISCOUNT. A 10% discount on all parts and labor (except parts and
labor covered by an insurance settlement) provided by Dealer to a Cardholder
when the Cardholder elects to pay for such service by with a PrivilegeONE Credit
Card.

STARTING SYSTEM CHECK. Inspection and testing of starting system of a Cardholder
Vehicle that was purchased from Dealer, which shall occur during every other oil
change performed by Dealer, providing that payment for such service is made
using the PrivilegeONE Credit Card. This inspection shall include a check of the
battery, battery cables, ignition switch, solenoid, and starter motor.

TIRE ROTATION AND MAJOR SYSTEMS SAFETY CHECK. Rotation of the tires at no charge
once per 12 month period, and an inspection of the major safety and operating
systems at no charge once during first 100,000 vehicle-life miles, providing
that Cardholder pays for any accompanying service for which charges are
permitted with the PrivilegeONE Credit Card.

PREFERRED SERVICE APPOINTMENTS. Dealer will provide priority scheduling to
Cardholders, which shall entail, whenever possible, the scheduling of
non-emergency service appointments within three (3) business days and emergency
repair appointments within two (2) business days.

CREDIT CARD LOYALTY POINTS REDEMPTION PROGRAM. Dealer shall permit eligible
Cardholders to apply their accrued Credit Card Loyalty Points toward a rebate on
the purchase or lease of a new or pre-owned vehicle from Dealer. Dealer shall be
responsible for a minimum of $150 and a maximum of $250 of the rebate by a
Cardholder. Issuer shall be responsible for any Credit Card Loyalty Point
redemption redeemed by a Cardholder for a rebate in excess of $250 up to a
maximum rebate of $750. The actual redemption of Credit Card Loyalty Points
toward a rebate will be managed by PrivilegeONE and will be settled with the
Dealer on a monthly basis. In the event that a Cardholder moves his/her
principal residence more than seventy-five (75) miles from the issuing Dealer,
Cardholder may elect to transfer Credit Card Loyalty Points to another
participating Dealer, closer to the new residence, for a transfer fee equal to
$100 which fee will be shared equally by Issuer and PrivilegeONE. PrivilegeONE
reserves the right to resolve all disputes regarding mileage and transfer of
rebate rewards among Dealers under this Section.

<PAGE>

                                    EXHIBIT F

                            MEMBERSHIP PLAN BENEFITS

TRADE ALLOWANCE. An extra $250 trade-in allowance on the next Vehicle purchased
or leased by a Plan Member if (i) the trade-in vehicle was purchased and
serviced reasonably in accordance with the manufacturer's minimum maintenance
schedule, (ii) at least 95% of such service, as measured by the amount of money
actually paid for such service, was performed at Dealer or at a service center
owned or operated by Dealer, and (iii) any additional vehicle service was
performed at another participating PrivilegeONE Dealer of the same automotive
franchise brand.

PARTS/LABOR DISCOUNT. A 5% discount on all parts and labor (except parts and
labor covered by an insurance settlement) provided by Dealer to a Plan Member.

STARTING SYSTEM CHECK. Inspection and testing of starting system of a Plan
Member Vehicle that was purchased from Dealer, which shall occur during every
other oil change performed by Dealer. This inspection shall include a check of
the battery, battery cables, ignition switch, solenoid, and starter motor.

TIRE ROTATION AND MAJOR SYSTEMS SAFETY CHECK. Rotation of the tires at no charge
once per 12 month period, and an inspection of the major safety and operating
systems at no charge once during first 100,000 vehicle-life miles.

PREFERRED SERVICE APPOINTMENTS. Dealer will provide priority scheduling to Plan
Members, which shall entail, whenever possible, the scheduling of non-emergency
service appointments within three (3) business days and emergency repair
appointments within two (2) business days.