<PAGE>

                                                                   EXHIBIT 10.26

Certain confidential information has been omitted from this Exhibit 10.26
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 10.26 where the omitted information
appeared in the original.

                               SERVICES AGREEMENT
                               ------------------

         This Services Agreement (the "Agreement") is entered into as of the
______ day of October, 2002 (the "Effective Date") by and between PrivilegeONE
Networks LLC, a Delaware limited liability company having its principal place of
business in Vero Beach, Florida ("PrivilegeONE"), and World Omni Financial
Corp., a Florida corporation having its principal place of business in Deerfield
Beach, Florida ("World Omni").

         WHEREAS, PrivilegeONE has developed and implemented the PrivilegeONE
Loyalty Card Program (the "Loyalty Program") through the PrivilegeONE
NetworksSM;

         WHEREAS, Fleet Credit Card Services, L.P., for itself and on behalf of
Fleet Bank (RI), National Association (collectively "Fleet") and PrivilegeONE
have developed and marketed a co-brand credit card program for the new vehicle
industry, including the issuance of a co-branded credit card, and currently
offer a loyalty program for cardholders in the United States and its territories
(the "Credit Card Program"), and the Loyalty Program and the Credit Card Program
together are referred to herein as the "Program";

         WHEREAS, Fleet and PrivilegeONE are parties to that certain Co-Brand
Credit Card Program Agreement dated May 9, 2001 (the "Co-Brand Agreement"),
wherein PrivilegeONE has agreed to perform certain obligations with respect to
the sales, marketing and installation functions of the Program (Unless otherwise
defined, all capitalized terms used in this Agreement shall have the meaning
given to them in the Co-Brand Agreement or the Dealer Contract);

         WHEREAS, World Omni has entered into agreements with Toyota dealerships
(the "World Omni Dealers") in North Carolina, South Carolina, Alabama, Georgia
and Florida, and desires to market and implement the Program with the World Omni
Dealers;

         WHEREAS, in furtherance of this objective, World Omni is willing and
able to assume and perform certain of PrivilegeONE's obligations as set forth in
the Co-Brand Agreement with respect to the participating World Omni Dealers;

         WHEREAS, PrivilegeONE desires that World Omni assume and perform
certain of PrivilegeONE's obligations as set forth in the Co-Brand Agreement in
accordance with the terms and conditions of this Agreement with respect to the
participating World Omni Dealers;

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

                                    ARTICLE I
                                    ---------

<PAGE>

                            WORLD OMNI'S OBLIGATIONS
                            ------------------------

         1.1     EXCLUSIVITY FOR THE PROGRAM. Except as otherwise provided in
this Agreement, and with the exception of the Customer Care Card, during the
term of this Agreement, including any Renewal Terms, World Omni and Privilege
One shall endorse the Program exclusively, and shall not advertise, promote or
market to the World Omni Dealers any 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. Further, during the term of this
Agreement, including any Renewal Terms, World Omni shall not solicit proposals
for, or enter into negotiations for, the providing of any Card Product for any
entity other than PrivilegeONE for the benefit of the World Omni Dealers. This
provision shall be of no force and effect following the termination of this
Agreement.

         1.2     CUSTOMER PRE-QUALIFICATION. During the term of this Agreement
World Omni agrees that it will not sponsor, advertise, market, or act as agent,
promoter or otherwise engage in a Card Product which could infringe upon Fleet's
I-Now(TM) process, patent pending. This provision shall not apply if a patent is
finally and definitively denied for the I-Now(TM) process.

         1.3     MARKETING EFFORTS. During the term of this Agreement (a) World
Omni will actively promote and offer the Program to the World Omni Dealers using
the PrivilegeONE NetworksSM or other marketing methods approved by PrivilegeONE.
World Omni will similarly promote the PrivilegeONE Membership Plan to the World
Omni Dealers, in addition to promoting the Credit Card Loyalty Program. The
initial components of the PrivilegeONE Membership Plan and the Credit Card
Loyalty Program are set forth in Exhibit A.

                 (b)    In marketing, promoting or selling the Program to the
World Omni Dealers, World Omni shall use only those marketing materials prepared
and/or approved by PrivilegeONE and World Omni for such use. If PriviegeONE's
standard marketing materials are used in the Program, such materials will be
prepared and furnished by PrivilegeONE. If World Omni uses customized marketing
materials in the Program, such materials will be prepared and furnished at World
Omni's expense.

                 (c)    World Omni shall use commercially reasonable efforts to
ensure that the World Omni Dealers participating in the Program use only those
current Scripts and Marketing Materials approved by PrivilegeONE and Fleet prior
to such use.

         1.4     DEALER CONTRACT; INSTALLATION AND TRAINING. (a) World Omni
shall make every commercially reasonable effort to require that each
participating World Omni Dealer execute the Dealer Contract as set forth in
Exhibit B (without alteration or amendment). If a World Omni Dealer desires any
change or amendment to the Dealer Contract, such changes or amendments must be
submitted to, and approved by, PrivilegeONE. Each Dealer Contract will contain
appropriate trademark licensing language providing PrivilegeONE with the right
to sublicense the Dealer Trademarks to Fleet for Fleet to use as set forth in
the Co-Brand Agreement. World Omni agrees and acknowledges that Fleet will only
issue a Credit Card bearing a Dealer Trademark after the participating World
Omni Dealer has executed a Dealer Contract and Fleet determines, in Fleet's sole
discretion, that such Dealer Contract contains the appropriate

                                      -2-
<PAGE>

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

                 (b)    With respect to each participating World Omni Dealer,
World Omni hereby agrees to assume and undertake to perform all installation and
training functions as provided in the Dealer Contract's Installation and
Training Guidelines, as amended from time to time. With respect to such
training, World Omni shall only use those approved training materials
(including, without limitation, Scripts and talking points) supplied by
PrivilegeONE. World Omni shall use commercially reasonable efforts to conduct
such training and monitoring to ensure that the participating World Omni Dealers
present the Program to Customers and other consumers only in a manner that is
consistent with the Scripts, Marketing Materials and the scope of the Program.
Further, World Omni shall use commercially reasonable efforts to ensure that the
participating World Omni Dealers use only such Scripts and Marketing Materials
and that the promotional efforts of such participating World Omni Dealers are
consistent in all material respects with such Scripts and Marketing Materials.

                 (c)    World Omni shall instruct the participating World Omni
Dealers to refer to the PrivilegeONE Web Site ("Web Site") for all Applicant
questions about the Program that are not answered in the training materials
provided by PrivilegeONE for such purpose. Subject to Section 7.9, PrivilegeONE
shall be responsible for establishing and maintaining the Web Site, and for its
being fully operational and continuously available for use by participating
World Omni Dealers. For questions not answered in either the training materials
provided by PrivilegeONE for such purpose or the Web Site, World Omni shall
instruct the participating World Omni Dealers to refer all such Applicant
questions to PrivilegeONE, using the toll-free telephone number provided by
PrivilegeONE.

                 (d)    World Omni agrees to instruct and require all
participating World Omni Dealers to permit only the those individual(s) chosen
by the World Omni Dealer's management and listed on Exhibit E of the Dealer
Agreement to administer the Program, including, without limitation, assisting
Customers with Applications.

         1.5     SECURITY. World Omni shall use commercially reasonable efforts
to instruct the participating World Omni Dealers to maintain adequate security
procedures to protect the privacy and information of Applicants. Upon five days
written notice, and during the World Omni Dealer's normal business hours,
PrivilegeONE and/or Fleet shall have the right to perform initial and periodic
on-site security reviews when accompanied by a World Omni represenative at the
respective World Omni Dealers to determine compliance with this Section 1.5.

         1.6     CUSTOMER COMPLAINTS. World Omni shall promptly notify
PrivilegeONE, in writing, of program-related complaints it receives relating to
PrivilegeONE's or Fleet's conduct, including complaints of alleged inappropriate
activity. In the event that PrivilegeONE or Fleet shall fail to cure such
activity within a five (5) business day period, after receipt, to World Omni's
sole and complete satisfaction, World Omni shall have the right to terminate
this Agreement by providing notice to PrivilegeONE and Fleet, which shall state
World Omni's intention to terminate this Agreement, and such notice of
termination shall be provided within thirty (30) calendar days after such five
(5) business day period. Such termination by World Omni shall be effective
within thirty (30) days of such notice.

                                      -3-
<PAGE>

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

         1.8     ADDITIONAL MARKETING EFFORTS. In the event that World Omni
elects to conduct separate marketing or solicitation efforts to solicit
Applications for the Program during the term of this Agreement, World Omni shall
bear all costs related to developing and administering such marketing and
solicitation efforts. Notwithstanding the foregoing, PrivilegeONE shall have the
right to approve of such marketing and solicitation efforts, and of all
solicitation materials generated for such marketing and solicitation efforts.

                                   ARTICLE II

                           PRIVILEGEONE'S OBLIGATIONS

         2.1     PRIVILEGEONE WEB SITE. PrivilegeONE will develop, launch and
maintain the Web Site that will be used as a portal of information for
participating World Omni Dealers. The Web Site also will serve as the
information link between Fleet and the participating World Omni Dealers. The Web
Site will contain a frame to the Fleet Web Site.

         2.2     REDEMPTION PROCESS. PrivilegeONE shall be responsible for the
operation and administration of the Credit Card Loyalty Program, including
PrivilegeONE Cardholder incentives and the redemption of Credit Card Loyalty
Points. The terms and provisions of the Credit Card Loyalty Points Redemption
process are set forth on Exhibit A hereto.

         2.3     DEALER INCENTIVE PROGRAM. PrivilegeONE shall assist World Omni
in the development of a mutually agreeable dealer incentive program, as set
forth in Exhibit C, to be implemented by World Omni for the benefit of the
participating World Omni Dealers and the persons listed on Exhibit E to the
Dealer Agreement to encourage the participating World Omni Dealers and the
persons listed on Exhibit E to the Dealer Agreement to participate in, and
offer, the Program.

         2.4     VOICE RESPONSE UNIT; CUSTOMER SERVICE OPERATIONS. PrivilegeONE
shall customize its existing Voice Response Unit and Customer Service Operations
to accommodate the participating World Omni Dealers. PrivilegeONE shall
establish and maintain a dedicated toll-free telephone number to accommodate the
participating World Omni Dealers.

         2.5     PRIVILEGEONE MEMBERSHIP PLAN. Distinct from the Credit Card
Loyalty Program, PrivilegeONE shall offer to the participating World Omni
Dealers the PrivilegeONE Membership Plan. The PrivilegeONE Membership Plan,
which shall be managed by PrivilegeONE, shall entitle participating World Omni
Dealers' Customers and other consumers to receive specified values, products and
services from such World Omni Dealer based on such Customer's registration and
participation in the PrivilegeONE Membership Plan. All of the components of the
PrivilegeONE Membership Plan shall be available to a Cardholder 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 and the Credit Card Loyalty Program are set forth in Exhibit A.

                                      -4-
<PAGE>

         2.6     WORLD OMNI CARD IMAGE. PrivilegeONE shall develop for the
benefit of World Omni a unique card image that shall be generated and maintained
by Fleet.

         2.7     TRAINING. To enable World Omni to perform its obligations as
set forth in Section 1.4 above, PrivilegeONE shall provide complete and adequate
training to World Omni and its designees relative to Program installation and
dealer training. World Omni agrees to submit individuals for this training who
have the appropriate skill sets to accept and benefit from such training.

         2.8     FEEDBACK. PrivilegeONE shall provide a monthly report to World
Omni and the participating World Omni Dealers so as to enable World Omni to
assess the results of the Program overall, and the individual results of the
participating World Omni Dealers. PrivilegeONE and/or Fleet shall also provide
World Omni with a monthly report to assist World Omni in determining the
spending demographics of members of the Program. This report shall be an
aggregate report, and will not contain any private, non-public customer
information.

         2.9     COORDINATION WITH FLEET. PrivilegeONE shall coordinate with
Fleet for the effective implementation of the Program with World Omni and the
participating World Omni Dealers.

         2.10    CUSTOMER COMPLAINTS. PrivilegeONE shall promptly notify World
Omni, in writing, of program-related complaints it receives relating to World
Omni or Fleet's conduct, including complaints of alleged inappropriate activity.
In the event that World Omni or Fleet shall fail to cure such activity within a
five (5) business day period, after receipt, to PrivilegeONE's sole and complete
satisfaction, PrivilegeONE shall have the right to terminate this Agreement
and/or the appropriate Dealer Contract by providing notice to World Omni and
Fleet, which shall state PrivilegeONE's intention to terminate this Agreement,
and such notice of termination shall be provided within thirty (30) calendar
days after such five (5) business day period. Such termination by PrivilegeONE
shall be effective within thirty (30) days of such notice.

         2.11    MARKETING MATERIAL. PrivilegeONE shall be responsible, at
PrivilegeONE's expense, for supplying World Omni and participating World Omni
Dealers with its standard marketing materials including, but not limited to,
customer applications, training manuals and tapes, scripts and point of purchase
material. All such marketing material shall be supplied by PrivilegeONE
throughout the term of this Agreement.

         2.12    COLLECTION OF FEES. PrivilegeONE shall be responsible for the
collection of all World Omni Dealer related fees due to PrivilegeONE.

                                   ARTICLE III
                                   -----------

                               COMPENSATION; FEES
                               ------------------

         3.1     METHOD OF PAYMENT. PrivilegeONE shall pay the fees or
compensation owed to World Omni as specified in Exhibit D. Unless otherwise
provided in this Agreement, all such payments shall be by wire transfer as
instructed by the receiving party.

                                      -5-
<PAGE>

         3.2     COMPENSATION UPON TERMINATION. Except for the Net Finance
Charge Revenue described in Exhibit D, if either party terminates this
Agreement, the obligation of either party to pay any compensation as described
in Exhibit D shall cease, effective as of the date of termination, provided that
all compensation accrued and payable to either party for any prior periods or
portions thereof shall be remitted to such party in accordance with this
Agreement. In the event that this Agreement terminates and PrivilegeONE
continues the Loyalty Program, or any similar credit card program, PrivilegeONE
shall be obligated to compensate World Omni the Net Finance Charge Revenue
pursuant to Exhibit D.

                                   ARTICLE IV
                                   ----------

                                CREDIT DECISIONS
                                ----------------

         4.2     CREDIT DECISIONS AND CRITERIA. (a) The Credit Cards shall have
the terms and conditions as provided by Fleet. 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, and any other features of the Program. Notice of
any proposed changes shall be communicated to World Omni and the participating
World Omni Dealers in writing at least thirty (30) days prior to any notice to
cardholders of such changes. Fleet shall provide advance notice of all 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, and shall not
have the intent or effect of any material decrease in the Customer's use of the
Credit Cards.

         (b)     All credit decisions relating to Accounts shall be solely
within the discretion of Fleet. Fleet shall bear all liability for credit
decisions and risk of credit loss on the Accounts; provided that Fleet shall not
be responsible for World Omni Dealer fraud.

                                    ARTICLE V
                                    ---------

                                 INDEMNIFICATION
                                 ---------------

         5.1     INDEMNIFICATION BY WORLD OMNI. World Omni will defend,
indemnify and hold harmless PrivilegeONE and Fleet, their 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 World Omni Trademarks
licenses granted to PrivilegeONE in this Agreement, or from PrivilegeONE's
proper use of the World Omni Trademarks in reliance thereon, (ii) claims,
governmental or regulatory investigations that World Omni has violated any
Applicable Laws, including privacy laws, (iii) a breach by World Omni of this
Agreement, (iv) any deceit, misconduct, misrepresentation, negligence and/or
fraud on the part of World Omni in performing its obligations as set forth in
this Agreement. This Section 5.1 shall survive the termination of this Agreement
for two (2) years.

         5.2     INDEMNIFICATION BY PRIVILEGEONE AND FLEET. PrivilegeONE and
Fleet shall defend, indemnify and hold harmless World Omni, its directors,
officers, agents, employees, affiliates, successors and assigns from and against
any and all liability, causes of action, claims,

                                      -6-
<PAGE>

and the reasonable and actual costs incurred in connection therewith, resulting
from (i) the improper usage of the World Omni Trademarks or Dealer Trademark
licenses granted to PrivilegeONE in this Agreement or in the Dealer Contracts,
(ii) claims, government or regulatory investigations that PrivilegeONE or Fleet
have violated any Applicable Laws, including privacy laws, (iii) a breach by
PrivilegeONE or Fleet of this Agreement, (iv) any deceit, misconduct,
misrepresentation, negligence and/or fraud on the part of PrivilegeONE or Fleet
in performing their obligations as set forth in this Agreement. This Section 5.2
shall survive the termination of this Agreement for two (2) years.

                                   ARTICLE VI
                                   ----------

                            CONFIDENTIAL INFORMATION
                            ------------------------

         6.1     PROPRIETARY AND CONFIDENTIAL INFORMATION. (a) World Omni
acknowledges and agrees that any Account Information, Credit Card Loyalty Points
Information and Other Aggregate Information shall be the proprietary and
confidential information of Fleet. Such Account Information, Credit Card Loyalty
Points Information and Other Aggregate Information shall not be sold by World
Omni, provided to any third party, or used for any purpose other than relating
to the Program, without the prior written approval of Fleet.

         (b)     World Omni acknowledges and agrees the PrivilegeONE NetworksSM
and the Rebate Redemption Process developed exclusively by PrivilegeONE are and
shall remain the proprietary processes of PrivilegeONE, and the same shall not
be sold by World Omni, provided to any third party, or used for any purpose
other than the Program. By participating in this Program, World Omni does not
obtain any ownership rights, title or interest in or to such proprietary
processes of PrivilegeONE, or any other intellectual property of PrivilegeONE.

         (c)     World Omni acknowledges and agrees that the Customer Data is
the proprietary and confidential information of PrivilegeONE. Such Customer Data
shall not be sold by World Omni, 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.

         (d)     PrivilegeONE and Fleet acknowledge and agree that a Customer
may have an account with World Omni and/or its affiliates or subsidiaries, and
that any and all such Customer information is the proprietary and confidential
information of World Omni, its affiliate or subsidiary.

         (e)     All Account Information, Credit Card Loyalty Points
Information, Other Aggregate Account Information, Rebate Redemption Process,
Customer Data and World Omni Customer account information is collectively
referred to as Confidential Information.

         (f)     World Omni 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.

         6.2     IMPORTANCE OF CONFIDENTIAL INFORMATION. The parties understand
and acknowledge that the Confidential Information has been developed or obtained
by each respective party

                                      -7-
<PAGE>

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.

         6.3     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.

         6.4     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 participating World
Omni Dealers, their employees, agents, counsel and subcontractors only as
necessary for such party to perform its obligations under this Agreement. Each
party shall require the participating World Omni Dealers, their employees,
agents, counsel and subcontractors having access to any Confidential Information
to protect and maintain the confidentiality of the Confidential Information.

         6.5     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.

         6.6     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.

                                      -8-
<PAGE>

         6.7     COMPELLED OR APPROVED DISCLOSURE OF CONFIDENTIAL INFORMATION.
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. 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.

         6.8     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.

         6.9     EQUITABLE RELIEF. Notwithstanding any other provision in this
Agreement, each accepts and acknowledges that if it fails to comply with this
Article VI, 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.

         6.10    SURVIVAL. The provisions of this Article VI shall survive the
termination of this Agreement.

                                   ARTICLE VII
                                   -----------

                                TERM; TERMINATION
                                -----------------

         7.1     ORIGINAL TERM. Subject to the provisions of this Article VII,
the term of this Agreement shall be three (3) years from the Effective Date of
this Agreement ("Original Term").

         7.2     RENEWAL TERM. After the Original Term, this Agreement shall
automatically renew for periods of one (1) year ("Renewal Term") unless either
party, with or without cause, provides written notice to the other party of
nonrenewal at least ninety (90) days, but no more than one-hundred-eighty (180)
days prior to the expiration of the Original Term or any subsequent Renewal
Term.

         7.3     MATERIAL BREACH AND CURE PERIOD. In addition to other
termination rights provided in this Agreement, in the event of any material
breach of this Agreement by World Omni 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

                                      -9-
<PAGE>

(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 7.3, and shall be
provided to the breaching party within fifteen (15) calendar days following the
Cure Period.

         7.4     INSOLVENCY. If either World Omni 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.

         7.5     CHANGE IN LEGAL, REGULATORY OR OTHER REQUIREMENTS. Upon at
least ninety (90) 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 challenge, unless performance of such
material obligation is waived by the non-terminating party.

         7.6     CHANGE IN CONTROL. Either party may terminate this Agreement
upon sixty (60) days written 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 participating World Omni Dealer, the parties will
mutually agree as to whether to terminate such World Omni Dealer's participation
in the Program.

         7.7     TERMINATION OF CO-BRAND AGREEMENT. PrivilegeONE may terminate
this Agreement upon ninety (90) days written notice, without penalty or
cancellation charge, in the event that the Co-Brand Agreement expires or is
terminated in accordance with its terms.

         7.8     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.

         7.9     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,

                                      -10-
<PAGE>

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.

         7.10    USE OF TRADEMARKS UPON TERMINATION. Upon termination of this
Agreement, Fleet shall have the right to use the World Omni 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 thereafter Fleet shall cease to use the World Omni Dealer
Trademarks except for identification purposes when necessary on Cardholder
service or collection letters. Upon termination of this Agreement, World Omni
shall not attempt to, and contractually shall prohibit any participating World
Omni Dealer from attempting to, cause the removal of World Omni 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 7.10 shall survive termination of this Agreement.

                                  ARTICLE VIII
                                  ------------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

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

         8.1     REPRESENTATIONS AND WARRANTIES OF WORLD OMNI.

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

                 (b)    CORPORATE POWER AND AUTHORIZATION. World Omni 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.
World Omni further represents and warrants that this Agreement constitutes a
legal, valid and binding obligation of World Omni, enforceable against World
Omni 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. World Omni 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.

                                      -11-
<PAGE>

                 (d)    NONCONTRAVENTION. World Omni 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 World Omni's articles of incorporation, bylaws or any equivalent
organizational documents, or (ii) violate any applicable material law, rule,
regulation, judgment, injunction, order or decree to which World Omni is
subject, or (iii) violate any material contract, instrument or document to which
World Omni is a party, or (iv) constitute a default under any existing material
contract, instrument or document to which World Omni is a party.

                 (e)    NOTICE OF ADVERSE CONDITIONS. World Omni agrees to
notify PrivilegeONE, subject to any confidentiality requirements, promptly after
World Omni 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 World Omni or any World Omni Dealer
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
PrivilegeONE. World Omni 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. World Omni 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 World Omni Trademarks and those
on its website to the extent such Trademarks are provided by World Omni to
PrivilegeONE and Fleet for use as contemplated by this Agreement.

                 (g)    APPLICABLE LAW. World Omni shall comply with Applicable
Law in the performance of their obligations under this Agreement.

         8.2     REPRESENTATIONS AND WARRANTIES 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. Except for those consents and
approvals required from Fleet, PrivilegeONE represents and warrants that no
consent, approval or authorization from any third party is required in
connection with the execution, delivery and

                                      -12-
<PAGE>

performance of this Agreement, except such as have been obtained and are in full
force and effect.

                 (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 agreements or any equivalent
organizational documents, or (ii) violate any applicable material law, rule,
regulation, judgment, injunction, order or decree to which PrivilegeONE s is
subject, or (iii) violate any material contract, instrument or document to which
PrivilegeONE s is a party, or (iv) constitute a default under any existing
material contract, instrument or document to which PrivilegeONE s is a party.

                 (e)    NOTICE OF ADVERSE CONDITIONS. PrivilegeONE s agrees to
notify World Omni, subject to any confidentiality requirements, promptly after
PrivilegeONE s 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 s 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 World Omni. PrivilegeONE s 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)    APPLICABLE LAW. PrivilegeONE shall comply with all
Applicable Law in the performance of their obligations under this Agreement.

                                   ARTICLE IX
                                   ----------

                                  MISCELLANEOUS
                                  -------------

         9.1     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.

         9.2     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.

         9.3     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.

         9.4     GOVERNING LAW. This Agreement shall be governed by and subject
to the laws of the State of Florida (without regard to its conflict of laws
principles).

                                      -13-
<PAGE>

         9.5     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 or subsidiaries without the prior written consent of the other party.

         9.6     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.

         9.7     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 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.

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

         9.9     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.

         9.10    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.

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

PRIVILEGEONE NETWORKS LLC            WORLD OMNI FINANCIAL CORP.

By: ___________________________      By: ___________________________

Name: _________________________      Name: _________________________

Title: ________________________      Title: ________________________


                                      -14-
<PAGE>

                                    EXHIBIT A
                                    ---------

             DESCRIPTION OF PRIVILEGEONE MEMBERSHIP PLAN AND CREDIT
             ------------------------------------------------------
                           CARD REBATE DOLLAR PROGRAM
                           --------------------------


Description of PrivilegeONE Membership Plan and Credit Card Rebate Dollar
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 10% 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 REBATE DOLLAR 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/World Omni 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

                                      -15-
<PAGE>

         other oil change performed by the Dealer, providing that payment for
         such service is made using the PrivilegeONE/World Omni 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 REBATE DOLLAR REDEMPTION PROGRAM. Dealer shall
                  permit eligible Cardholders to apply their accrued Credit Card
                  Rebate Dollar 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 Rebate Dollar 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 Rebate Dollars 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 Rebate Dollars to another
                  participating Dealer, closer to the new residence, for a
                  transfer fee equal to $100. PrivilegeONE reserves the right to
                  resolve all disputes regarding mileage and transfer of rebate
                  rewards among Dealers under this Section.


                                      -16-

<PAGE>

                                    EXHIBIT B
                                    ---------

                 PRIVILEGEONE LOYALTY PROGRAM AGREEMENT & MANUAL

This Dealer Agreement (the "Agreement") is made this __________ day of ________,
2002 (the "Effective Date"), by and between ____________________ ("Dealer") of
__________________________ and PrivilegeONE Networks, LLC, of 2300 3rd Court,
Vero Beach, Florida 32960 ("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 has designed and developed the
     PrivilegeONE Loyalty Program ("Loyalty Program"), comprised of, but not
     limited to (1) a co-branded credit card program bearing the Dealer
     Trademark (the "P1 VISA Program") offered through the Issuer (currently,
     Fleet Bank (RI) and its affiliate, Fleet Credit Card Services, L.P.) and
     (2) the PrivilegeONE Membership Plan, (the "Membership Plan") through this
     Agreement. The Loyalty Program has been designed to enhance customer
     loyalty to the participating Dealers.

2.   ADMINISTRATION AND LOYALTY PROGRAM INCENTIVES OFFERED BY PRIVILEGEONE.
     PrivilegeONE shall administer the Loyalty Program and implement certain
     features and incentives designed to enhance customer loyalty for the Dealer
     as well as the overall success of the Loyalty Program, as detailed more
     specifically in EXHIBIT A.

3.   SET UP MONTHLY LICENSE AND MAINTENANCE FEES.
     $  1,000.00   upon execution of this Agreement ($1,000 per each unique card
      ------------ for systems initialization and account set up).
     $  N/A        for security hardware and installation; authorized user
      ------------ setup; card art set up; and Dealer personnel training.
     $  ***        monthly systems and licensing fee due on the 15th of each
      ------------ month  following Installation Date.

4.   TERM. The term of this Agreement shall commence on the Effective Date and
     shall run for a period of three (3) years from the date on which Dealer is
     first able to offer a credit card containing a Dealer Trademark, issued
     pursuant to this Agreement ("Credit Card") using the P1 VISA Program, (the
     "Initial Term"). Thereafter, this Agreement shall automatically renew for
     successive one (1) year periods (the "Renewal Term") unless either party
     provides written notice to the other of its intent to terminate at least
     sixty (60) days prior to the expiration of the Initial Term or any Renewal
     Term.

5.   P1 VISA PROGRAM. The P1 VISA Program is a credit card loyalty program
     incorporating Dealer branded credit cards, Vehicle related discounts and a
     loyalty rewards program. Dealer agrees to provide to consumers residing in
     the United States or a territory of the United States who are approved for,
     and open a Credit Card ("Cardholders"), at Dealer's own expense, the
     services and Cardholder incentives listed on EXHIBIT B ("Cardholder
     Incentives"). Cardholder Incentives shall be offered to all Cardholders.
     Cardholders may also earn Credit Card Rebate Dollars as detailed in the
     Credit Card Rebate Dollar Schedule.

6.   MEMBERSHIP PLAN. Distinct from the P1 VISA Program, PrivilegeONE has
     developed and makes available to Dealers to offer to their customers the
     Membership Plan. The Membership Plan entitles Dealer's customers to receive
     specified values, products and services from the Dealer based on the
     customer's registration and participation in the Membership Plan.
     Components of the Membership Plan will be available to Cardholders as part
     of the P1 VISA Program; however, the P1 VISA Program will have components
     that are not available to customers through the Membership Plan. Dealer
     agrees to provide at Dealer's own expense the components of the Membership
     Plan are set forth in EXHIBIT C to consumers who are not approved for and
     or do not open a Credit Card. The cost to Dealer for the Membership Plan
     shall be $5.00 per membership card. ("Membership Card"). Other options or
     enhancements for the Membership Plan may be suggested to Dealer for
     implementation, but these options or enhancements may have an additional
     cost, and participation in these options or enhancements is at Dealer's
     option.

7.   OTHER DEALER RESPONSIBILITIES. Dealer agrees to adhere to all of the
     Loyalty Program Requirements set forth in EXHIBIT D.

8.   DEALER REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the
     representations and warranties made in Section 9, 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 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 as well as any rules or
          requirements established by VISA that are provided to Dealer, and the
          written privacy policies applicable to the Loyalty Program as amended.
          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.

9.   USE OF DEALER TRADEMARKS AND IMAGES.

     GENERAL. Dealer will provide Dealer Trademarks (Dealer's name, image,
     trademarks, service marks, trade names and logos 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) to
     PrivilegeONE for use and reproduction by PrivilegeONE, and their agents, on
     the face of Credit Cards, Membership Cards, advertising, promotional
     materials, billing statements, collection letters, and/or internet web
     sites. 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 Agreement. If any proposed Dealer

<PAGE>

     Trademark delivered to PrivilegeONE contains a manufacturer's 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. If any
     proposed Dealer Trademark delivered to PrivilegeONE for use on or in
     conjunction with the Credit Card or Membership Card is in violation of the
     Dealer's franchise agreement or similar agreement with a respective
     manufacturer, 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.

     a.   OWNERSHIP OF DEALER TRADEMARKS. Dealer represents and warrants that it
          owns the rights, title and interest, (including good will) to its
          Dealer Trademarks or possesses other rights by way of assignment or
          license sufficient to grant the permission contained in this Section.
          The Dealer Trademarks are free and clear of all liens and
          encumbrances, do not infringe upon the rights of any third party, and
          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.

     b.   Dealer shall supply to PrivilegeONE camera-ready artwork or electronic
          images of the Dealer Trademarks proposed for use, in form and format
          suitable to PrivilegeONE, set forth on EXHIBIT F. PrivilegeONE will
          use it best efforts to work with Dealer to derive marks suitable for
          inclusion on the PrivilegeONE Credit Card and on marketing and other
          solicitation materials PrivilegeONE 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
          reserves the right to make such determination in its sole discretion.

     c.   GRANT OF PERPETUAL LICENSE. Dealer hereby grants to PrivilegeONE, and
          all authorized agents of PrivilegeONE, including the Issuer and its
          authorized agents, a perpetual right and license to use, copy,
          reproduce, create all works ("Derivative Works") created by or for
          PrivilegeONE containing, including, derived from or otherwise
          utilizing a Dealer Trademark or a variation thereof and to distribute,
          and publicly display the Dealer Trademarks and Derivative Works,
          during the Initial Term or any Renewal Term of this Agreement and
          thereafter, only as necessary to identify and enhance the Loyalty
          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 solely for the purpose of this Agreement. This License shall be
          binding upon and inure to the benefit of each party, their authorized
          successors and assigns.

     d.   USE OF DEALER TRADEMARKS UPON TERMINATION. Upon termination of this
          Agreement, the license granted herein shall extend to the right to use
          the Dealer Trademarks and Derivative Works on Credit Card and/or
          Membership Cards, periodic statements and records of, and
          correspondence to, any Cardholder until expiration of the Credit
          Cards/Membership Cards issued prior to such termination, and
          thereafter the license to use the Dealer Trademarks shall terminate
          except for identification purposes when necessary on Cardholder
          service letters. The Dealer Trademarks may be used to complete any
          solicitation that is 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 P1 VISA Program, already existing on
          the effective date of termination of this Agreement. This Section 9
          shall survive termination of this Agreement.

10.  CUSTOMER DATA PROVIDED BY DEALER.

     a.   Dealer agrees to provide to PrivilegeONE personal and demographic
          information provided by a Customer (an individual that has (i) bought
          or leased a new or used car from Dealer, (ii) has received service on
          a car from Dealer, or (iii) registered for the PrivilegeONE Membership
          Plan directly from PrivilegeONE), to a Dealer, including, without
          limitation, the Customer's name, mailing address, e-mail address,
          telephone number and other information about the Customer. ("Customer
          Data"), 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, to the best of Dealer's
          knowledge. PrivilegeONE agrees to hold the Customer Data and not sell,
          rent or otherwise allow its use or dissemination by any other party,
          except in accordance with the terms of this Agreement. PrivilegeONE
          reserves the right to use the Customer Data to solicit Dealer's
          customers for non-competing programs and services offered by
          PrivilegeONE on a timetable established by PrivilegeONE. PrivilegeONE
          shall be the sole and complete owner of the Customer Data as provided
          by Dealer or developed by PrivilegeONE.

     b.   Dealer shall have no right, title or interest in the Credit Card
          accounts established by Issuer under the P1 VISA Program ("Accounts"),
          the Credit Cards, the Account Information (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 obtained in connection with the P1 VISA Program) 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 P1 VISA Program.

     c.   PrivilegeONE and Issuer may perform periodic reviews of the adequacy
          of the security procedures, including without limitation firewalls and
          virus protection, to protect the privacy and information of all
          consumers who apply for a Credit Card ("Applicants"). These system
          inspections shall not occur more than once every twelve (12) months.
          These inspections shall be performed according to a mutually agreed
          upon plan which shall include the scope of the review to insure the
          integrity of the system for your customers.

11.  TERMINATION.

     a.   TERMINATION. Subject to Section 11(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 Section 17 this Agreement. This notice shall
               describe with sufficient detail the nature of the default. The
               defaulting party shall have thirty

<PAGE>

                (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 reserves
                the right to impose a termination charge upon Dealer to offset
                the transfer of the terminated Dealer's Cardholders to another
                participating Dealer if Dealer is the cause of the termination.

          (ii)  Immediately by PrivilegeONE, if the P1 VISA Program is
                terminated;

          (iii) Immediately upon the sale or transfer of a controlling interest
                in Dealer's business to any person or entity or 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,
                without the prior written consent of PrivilegeONE. 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 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.

          (v)  Immediately upon any termination of that Services Agreement
               between PrivilegeONE and World Omni Financial Services Corp.
               dated ___________________________.

     b.   CONTINUATION OF THEP1 VISA PROGRAM. PrivilegeONE and Dealer shall
          continue to redeem and accept redemptions of Credit Card Rebate
          Dollars earned by Cardholders for a minimum period of six (6) months
          after the date of termination of the P1 VISA Program; provided,
          however, no Credit Card Rebate Dollars shall accrue to a Cardholder's
          Account after the date of the notice of termination. PrivilegeONE
          shall extend such period and all Dealer obligations hereunder for up
          to an additional six (6) months, if necessary, to provide for any then
          outstanding award obligations.

12.  CONFIDENTIAL INFORMATION. Dealer and PrivilegeONE acknowledge and agree
     that all materials 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 Rebate Dollar 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 is
     Confidential Information. 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; or (iii) is
     independently developed by the receiving party, as evidenced by appropriate
     documentation. It is further acknowledged that all Account Information is
     the Confidential Information of Issuer. 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 Loyalty Program,
     without the prior written approval. Dealer further agrees that the contents
     of this Agreement are Confidential Information.

     a.   IMPORTANCE OF CONFIDENTIAL INFORMATION. The parties understand and
          acknowledge that the other party's Confidential Information has been
          developed or obtained by the investment of significant time, effort
          and expense, and that the Confidential Information is a valuable,
          special and unique asset of such party, which provides such party with
          a significant competitive advantage, and needs to be protected from
          improper disclosure.

     b.   PROTECTION OF CONFIDENTIAL INFORMATION/DISCLOSURE TO EMPLOYEES. Dealer
          and PrivilegeONE shall use best efforts to safeguard Confidential
          Information disclosed by the other party so as to ensure that no
          unauthorized person shall have access to any Confidential Information.
          Neither party shall disclose any Confidential Information to any
          employees except those employees, such as the finance manager or
          functional equivalent in the case of Dealer, who are required to have
          the Confidential Information in order to perform their job duties in
          connection with the limited purposes of the Loyalty Program. Each
          shall require its employees, agents and subcontractors having access
          to Confidential Information to protect and maintain the
          confidentiality of Confidential Information and Dealer shall require
          each employee or agent to whom Confidential Information is disclosed
          to sign a non-disclosure agreement at the request of PrivilegeONE.

     c.   USE OF CONFIDENTIAL INFORMATION. Each party shall use Confidential
          Information solely in the performance of its obligations under this
          Agreement, or pursuant to prior written approval and direction by the
          other. Dealer shall establish and maintain policies and procedures
          designed to insure the confidentiality of Account Information.

     d.   UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION. Dealer shall
          promptly report to PrivilegeONE any unauthorized disclosure or use of
          Confidential Information of which it becomes aware, including in
          particular, the disclosure of Account Information.

     e.   COMPELLED OR APPROVED DISCLOSURE OF CONFIDENTIAL INFORMATION. If
          Dealer or PrivilegeONE or any of their representatives are requested
          pursuant to, or become compelled by, any Applicable Law or legal
          process to disclose any Confidential Information, the party being
          requested or compelled to disclose the Confidential Information will
          provide the other party with prompt written notice, and will furnish
          only that portion of the Confidential Information which is legally
          required. The other party shall cooperate with efforts to obtain
          reliable assurance that confidential treatment will be accorded the
          Confidential Information. If PrivilegeONE or Dealer approves in
          writing the disclosure of the other's 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
          Confidential Information in this provision.

     f.   RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon termination of
          this Agreement or upon the written request of the other party, Dealer
          or PrivilegeONE, as the case may be, (i) shall return all Confidential
          Information of the other, or (ii) shall destroy all Confidential
          Information of the other, 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.

     g.   UNAUTHORIZED DISCLOSURE OF INFORMATION/EQUITABLE RELIEF.
          Notwithstanding any other provision in this Agreement, the parties
          accept and acknowledge that failure to comply with this Section will
          cause the other party to suffer irreparable harm, which may not be
          adequately compensated for by monetary damages alone for unauthorized
          disclosure of their Confidential Information. Upon a breach or
          threatened breach of this Section, the party whose information would
          be disclosed shall be entitled to apply to any court of competent
          jurisdiction for injunctive and/or other preliminary or equitable
          relief to restrain the other from disclosing, in whole or in part, the
          Confidential Information. The parties 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.

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

<PAGE>

13.  MISCELLANEOUS.

     a.   EXCLUSIVITY. During the Initial Term of this Agreement and any Renewal
          Term, Dealer shall endorse the Loyalty Program exclusively, and shall
          not advertise, promote or market unsecured or secured credit cards,
          charge cards, travel and entertainment cards, debit cards and stored
          value cards (collectively "Card Products") for any entity other than
          PrivilegeONE, without the prior written approval of PrivilegeONE;
          provided, however, Dealer may advertise and promote a credit card that
          is required under Dealer's sales agreement with an automobile or light
          truck manufacturer, and further provided that Dealer may advertise
          through counter cards or window emblems the acceptance of Card
          Products for payment of purchases or services.

     b.   INSURANCE. Dealer will 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, 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.

     c.   EXHIBITS. All exhibits to this Agreement are incorporated by
          reference, as if fully stated herein.

     d.   THIRD PARTY BENEFICIARY. Issuer shall be a third party beneficiary to
          this Agreement.

14.  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 Loyalty Program including any and all claims by Cardholders
     or any other persons or entities concerning the provision or non-provision
     of features of the Loyalty Program to be funded or supplied by Dealer as
     set forth in this Agreement, (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 or (e) any claim or action
     that may arise out of the use, dissemination or display of the Dealer
     Trademark or Derivative Works, including claims of infringement of any
     third party's intellectual property rights.

15.  SEVERABILITY. If any provision of this Agreement is held to be invalid or
     unenforceable for any reason, the remaining provisions will continue to be
     valid and enforceable. If a court of competent jurisdiction 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.

16.  AMENDMENT. This Agreement may be modified or amended in writing, if the
     parties obligated under the amendment sign the writing.

17.  NOTICE. Any notice or communication required or permitted under this
     Agreement shall be sufficiently given if delivered in person, by facsimile,
     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, by facsimile (with the
     appropriate confirmation) or upon receipt via certified mail by the party
     to whom it is sent or such party's agent, whichever occurs first.

18.  ASSIGNMENT. Except as otherwise provided herein, neither party may assign
     or transfer this Agreement without the prior written consent of the party
     and with notice to the Issuer.

19.  GOVERNING LAW. This Agreement shall be construed in accordance with the
     laws of the State of Florida.

20.  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
                          PRIVILEGEONE RESPONSIBILITIES

I.   Loyalty Program (Membership Plan and PrivilegeONE VISA Program).

     1.   Develop, launch and maintain Dealer's web site ("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 the Credit Card and
          other information;

     2.   Provide a series of training materials to aid in the administration of
          the Loyalty Program. 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 Loyalty Program;

     3.   Maintain adequate security procedures, including without limitation,
          firewalls and virus protection, to protect the privacy and information
          of Applicants, Members, Dealers and Cardholders;

     4.   Provide Dealer with such assistance as may be reasonably requested by
          the Dealer in connection with the Loyalty Program in accordance with
          Applicable Law; and

     5.   Conduct the installation, training and support for Dealer pursuant to
          the Installation and Training Guidelines below.

II.  PrivilegeONE VISA Program.

     1.   Contract with Issuer to apply such trademark markings as requested by
          Dealer and PrivilegeONE in order to protect or preserve the rights of
          Dealer and PrivilegeONE in their respective trademarks;

     2.   Contract with Issuer to 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 P1 VISA Program
          and the relationships with Cardholders, including the cost of
          producing and distributing the Credit Cards (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;

     3.   Design and fund, a sweepstakes program for Cardholders participating
          in the VISA Program, except where prohibited by the Applicable Laws;
          and

     4.   As part of the P1 VISA Program, administer a loyalty-enhancing
          purchase award program. Each Cardholder will earn rebate dollars based
          on their card usage (the "Credit Card Rebate Dollars"). Credit Card
          Rebate Dollars may be redeemed at a rate equivalent to one U.S. dollar
          per Credit Card Rebate Dollars. Credit Card Rebate Dollars shall be
          redeemed by applying them against the purchase or lease of any new or
          pre-owned automobile or light truck sold, leased or serviced by a
          Dealer participating in the P1 VISA Program ("Vehicle") from Dealer,
          and will be redeemable only at the Dealer from which the Cardholder's
          Account originated. A Cardholder will earn Credit Card Rebate Dollars
          in accordance with the Credit Card Rebate Dollar Schedule below.
          Unless the VISA Program is terminated, Cardholders will be permitted
          to redeem Credit Card Rebate Dollars up to four (4) years after
          earning them, and may redeem up to 750 Credit Card Rebate Dollars per
          each separate Vehicle purchase or lease from Dealer, as set forth
          below. The minimum Credit Card Rebate Dollar redemption will be one
          hundred and fifty (150) Credit Card Rebate Dollars. In the event the
          VISA Program is terminated, Cardholders will be provided a minimum of
          six (6) months to redeem their accrued Credit Card Rebate Dollars as
          provided in Section 11(b) of this Agreement

                       CREDIT CARD REBATE DOLLAR SCHEDULE

          Subject to the terms and conditions of the P1 VISA Program,
          PrivilegeONE shall administer a loyalty-enhancing purchase Rebate
          program. Each Cardholder will earn Rebate Dollars based on their card
          usage. Credit Card Rebate Dollars shall be redeemed by applying them
          against the purchase or 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 Rebate Dollars
          in accordance with the schedule below. Unless the P1 VISA Program is
          terminated, Cardholders will be permitted to redeem Credit Card Rebate
          Dollars up to four (4) years after earning them, and may redeem up to
          750 Credit Card Rebate Dollars per each separate Vehicle purchase or
          lease from Dealer. The minimum Credit Card Rebate Dollar redemption
          will be one hundred and fifty (150) Credit Card Rebate Dollars. In the
          event the P1 VISA Program is terminated, Cardholders will be provided
          a minimum of six (6) months to redeem their accrued Credit Card Rebate
          Dollars.

          The structure for the accrual of Credit Card Rebate Dollars 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
          Rebate Dollars for a discount on a Vehicle, and (b) the period
          following the redemption of Credit Card Rebate Dollars 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 149 Credit Card Rebate Dollars
          for opening an Account. Cardholder will also automatically receive 149
          Credit Card Rebate Dollars following any conforming Credit Card Rebate
          Dollar redemption.

          During an Earning Period, Cardholder will earn Credit Card Rebate
          Dollars at the rate of 3% on the first $1,999 of qualifying purchases
          made on Cardholder's Account, at the rate of 2% on the next qualifying
          purchases beginning at $2,000 and up to $3,999 on Cardholder's
          Account, and at the rate of 1% on qualifying purchases beginning at
          $4,000 and greater on Cardholder's Account. If a Cardholder's
          aggregate purchases on the Account entitle the Cardholder to proceed
          to the next Credit Card Rebate Dollars 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. Credit Card Rebate Dollars
          have no monetary value, are non-negotiable and cannot be redeemed in
          whole or in part for cash, and shall have no other use than for
          redemption under this P1 VISA Program.

<PAGE>

                      INSTALLATION AND TRAINING GUIDELINES
                      ------------------------------------

To successfully install and train Dealer personnel, the following will outline
the procedure to be followed. Dealer participation and cooperation will be
imperative so that the tasks outlined below will flow in the most efficient
manner.

SITE SURVEY:
------------
To access the needs of the Dealership to maximize the benefits and functionality
of the Loyalty Program, PrivilegeONE will begin with a Site Survey of the
Dealer's management information systems that will include:

          o    Determination that there are an appropriate number of computers
               with Internet capability to support the on line Dealer
               application process.

          o    To determine suitability for use in the Loyalty Program and
               provide recommendations.

          o    That adequate security features are in place (firewalls, virus
               protection) to protect the privacy and information of Applicants
               and Cardholders.

INSTALLATION:
-------------
PrivilegeONE will need to be provided with access to the computers designated to
be used for the online application process for programming of the browser to
interface with the correct PrivilegeONE web address.

          o    At the time of the installation the credit card acquisition
               system ("CCAS") software and Membership Plan software will be
               loaded into the Dealer's computer. This process should only take
               a few moments to load and will have minimal memory requirements.

          o    At the time of the installation a Hasp (small hardware device)
               will also be attached to the back of the terminals to be used.
               The Hasp is used to identify the terminal from which the online
               Application is originating. The CCAS will not be accessible from
               terminals without this device.

          o    Test CCAS. After initial installation the PrivilegeONE will be
               required to perform several "dummy" transactions to ensure the
               installed CCAS meets the performance standards required.

TRAINING:
---------
Upon initial installation PrivilegeONE must conduct a meeting lasting
approximately 3 hours with Dealer's management team and personnel approved to
access the system (these will be the same employees listed on the Authorized
User Form) for the purpose of training to maximize the efficiency of the VISA
Program and Membership Plan.

          o    During this training the PrivilegeONE will train Dealer's
               personnel on the various aspects of the Credit Card Acquisition
               System and Membership Plan distribution including:

                    o    Scripts to provide personnel with answers to commonly
                         asked questions that through research have found to be
                         effective.

                    o    Program specifics - personnel will gain a thorough
                         knowledge of the PrivilegeONE Loyalty Program

                    o    Personnel will understand how proper marketing of the
                         PrivilegeONE Loyalty Program will increase revenue and
                         increase customer loyalty.

                    o    Introduction to the PrivilegeONE web sites and 800
                         Hotline number as explained in the following section.

          o    PrivilegeONE shall distribute and review supplied marketing
               material and scripts with dealership at time of installation and
               initial training as well as on a regular basis through visits by
               PrivilegeONE. This material can also be requested by calling the
               800 Hotline.

ONGOING MAINTENANCE AND SUPPORT:
--------------------------------

          o    Ongoing Training

                    o    PrivilegeONE will provide additional training materials
                         for use by the Dealer to aid in the administration of
                         the P1 VISA Program and the Membership Plan.

          o    Supportive web sites

                    o    www.mycard.fleet.com/p1 is a customer oriented web site
                         intended for use by Cardholders.

                    o    www.PrivilegeONE is a Dealer oriented website
                         exclusively for use by Dealers and appropriate Dealer
                         personnel. The site is intended to answer Dealer FAQ.

          o    A telephone Hotline will be maintained exclusively for use of
               Dealer's management in order to support the success of the
               Loyalty Program.

          o    Frequent visits by PrivilegeONE should be expected to solicit
               feedback, train or retrain personnel, replenish and update
               marketing materials and scripts, explain new products and to
               discuss security or other pertinent issues.

<PAGE>

--------------------------------------------------------------------------------
                        Rebate Dollar Redemption Process
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
  DEALER CALLS PRIVILEGEONE HOTLINE (1-866-569-3054) TO VERIFY REBATE DOLLARS
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     PRIVILEGEONE IDENTIFIES CUSTOMER AND CONFIRMS AVAILABLE REBATE DOLLARS
--------------------------------------------------------------------------------


             PRIVILEGEONE CONFIRMS REBATE DOLLARS WITH DEALERS AND
                    ISSUES PRELIMINARY AUTHORIZATION NUMBER


                           CUSTOMER COMPLETES PURCHASE


--------------------------------------------------------------------------------
        DEALER REPRESENTATIVE CONFIRMS SALE WITH PRIVILEGEONE REDEMPTION
                            HOTLINE (1-866-569-3054)
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
           PRIVILEGEONE ISSUES REBATE DOLLARS AUTHORIZATION NUMBER AND
                     DEBITS CUSTOMER REBATE DOLLAR ACCOUNT
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                       DEALER REPRESENTATIVE COMPLETES AND
                SUBMITS REDEMPTION/AUTHORIZATION TO PRIVILEGEONE
--------------------------------------------------------------------------------


                 PRIVILEGEONE RECEIVES REDEMPTION AUTHORIZATION


--------------------------------------------------------------------------------
      IF GREATER THAN $250, DEALER RECEIVES MONTHLY CHECK FROM PRIVILEGEONE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Redemption Hotline (1-866-569-3054)              Dealer Support (1-866-569-3053)
                       Customer Support (1-866-569-3055)
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT B
                      P1 VISA PROGRAM 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) the majority of such service was performed at Dealer or at a service center
owned or operated by Dealer.

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

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. 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.

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 REBATE DOLLARS REDEMPTION PROGRAM. Dealer shall permit eligible
Cardholders to apply their accrued Credit Card Rebate Dollars toward 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. The P1 VISA Program shall be responsible for any Credit Card Rebate
Dollar redemption amount redeemed by a Cardholder for a Rebate in excess of $250
up to a maximum Rebate of $750.00 per vehicle. The actual redemption of Credit
Card Rebate Dollars 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 Rebate Dollars to another
participating Dealer, closer to the new residence, for a transfer fee equal to
$50, payable to PrivilegeONE. PrivilegeONE reserves the right to resolve all
disputes regarding mileage and transfer of Rebate rewards among Dealers under
this Section.


                                    EXHIBIT C
                        MINIMUM 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) a majority of such service was performed at Dealer or at a
service center owned or operated by Dealer.

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.

NEW VEHICLE PURCHASE. Each Membership Plan participant is entitled to 149
Membership Rebate Dollars on the purchase of a new or pre-owned vehicle.

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.

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.

<PAGE>



                                    EXHIBIT D
                          LOYALTY PROGRAM REQUIREMENTS

DEALER ROLE:  Dealer agrees to perform the following:
-----------

I.   Loyalty Program (P1 VISA Program and Membership Plan).

     1.   Implement, promote and administer all features of the P1 VISA 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 P1 VISA Program and Membership Plan;

     2.   Abide by all terms, conditions, and procedures for the implementation
          and provisions of Cardholder Incentives, the P1 VISA Program and
          Membership Plan benefits as shall be determined and directed by
          PrivilegeONE from time to time;

     3.   Promptly notify PrivilegeONE, in writing, of the Loyalty
          Program-related complaints it receives relating to its conduct,
          including complaints of alleged inappropriate activity;

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

     5.   Process the redemption of Credit Card Rebate Dollars and Membership
          Plan discounts in accordance with the instructions provided by
          PrivilegeONE;

     6.   Abide by PrivilegeONE's advertisements, brochures, solicitations
          materials, Scripts, talking points or other marketing information that
          describe or pertain to the Loyalty Program ("Marketing Materials") in
          offering the Loyalty Program to customers that is included in the
          Installation Kit (to be provided upon Installation or at the Site
          Survey as practicable);

     7.   Support PrivilegeONE visits by making appropriate Dealer personnel
          available for feedback and follow-up training at a mutually convenient
          time;

     8.   Any correspondence received by Dealer that is intended for
          PrivilegeONE or Issuer (e.g., Applications, payments, billing
          inquiries, etc.) must be deposited with an overnight courier or sent
          by first class mail to PrivilegeONE within 48 hours after Dealer's
          receipt;

     9.   Dealer shall use only the current Marketing Materials and Scripts (the
          language supplied by PrivilegeONE to be used to solicit customers
          under the Loyalty Program or to respond to questions from customers
          under the Loyalty Program) prepared by --- PrivilegeONE and delivered
          to the Dealer upon Installation. It is critical that they shall
          destroy those outdated and superceded Marketing Materials and Scripts
          that are within the inventory or possession of Dealer and shall
          promptly replace them with newly approved Marketing Materials and
          Scripts upon receipt from the PrivilegeONE. The Dealer will not
          create, use or distribute any marketing materials or scripts for the
          Loyalty Program;

     10.  Dealer agrees to complete the Authorized Personnel Form EXHIBIT E for
          each employee designated to be trained to use the PrivilegeONE system.
          It is imperative that any changes in employment of the individuals
          specified be communicated directly to PrivilegeONE within 24 hours of
          such a change;

     11.  Dealer will have an appropriate number of computers meeting or
          exceeding PrivilegeONE's specifications with Internet capability to
          support the on line Dealer application process;


II.  P1 VISA Program.

     1.   Accept and service those Cardholders, including the redemption of
          previously accumulated Credit Card Rebate Dollars, (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 accept without a claim or other right
          of recourse the loss of Cardholders who alter their enrollment in
          accordance with the VISA Program rules;

     2.   Obtain each Cardholder's signature on a current Cardholder Certificate
          form provided by PrivilegeONE.

     3.   Prior to beginning an application for financing of a Vehicle, obtain
          customer's authorization for providing name, address and social
          security number to Issuer. The customer authorization must (i) include
          the following statement: We may cooperate with lenders and providers
          of customer loyalty programs to make available additional financial
          and customer loyalty services and products. By signing this form, you
          authorize us to provide your name, address and Social Security number
          to those lenders to consider you for financial services and products
          and to provide that information and other financial information about
          you to the providers of customer loyalty programs to consider you for
          their services and products, and, (ii) be presented in accordance with
          the Scripts. The statement above must be either incorporated into your
          existing customer authorization statement, or on a current credit
          authorization statement provided by PrivilegeONE.

     4.   Retain Cardholder Certificates and customer's authorization for a
          period of no less than thirty-six (36) months from the date of the
          opening of the Account;

     5.   Permit PrivilegeONE to conduct reasonable audits of Dealer's security
          devices and procedures, system operations and contract compliance, and
          similarly provide access for additional audits as requested by the
          PrivilegeONE or the Issuer to maximize the effectiveness of the P1
          VISA Program;

     6.   Guarantee the physical security of PrivilegeONE's management
          information systems made available to Dealer, including the CCAS
          (www.P1b2b.com) and the Dealer Support System (www.P1b2bsupport.com),
          including the obligation to notify PrivilegeONE within 24 hours
          following the termination of an employee listed on the Authorized
          Personnel Form to maximize the integrity of the P1 VISA Program;

<PAGE>

     7.   Dealer shall refer to the web site, all Applicant questions about the
          P1 VISA 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 wite, Dealer
          shall refer to Issuer, using the telephone number provided by the
          Issuer at Installation;

     8.   Dealer acknowledges that the P1 VISA Program and the components and
          benefits thereof are an integral part of the Loyalty Program and serve
          to enhance the attraction of the P1 VISA Program to the Cardholder and
          to prospective Cardholders;

     9.   Dealer agrees to provide to Cardholders, at Dealer's own expense, the
          services and Cardholder incentives listed in Exhibit B ("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 P1 VISA Program and serve to enhance the attraction of the
          P1 VISA Program to the Cardholder and to prospective Cardholders;

     10.  Dealer will 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;

     11.  Dealer will accept and service those Cardholders, including the
          redemption of previously accumulated Credit Card Rebate Dollars, (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 accept without a claim
          or other right of recourse the loss of Cardholders who alter their
          enrollment in accordance with the P1 VISA Program rules;

     12.  Dealer will not take into account the Credit Card Rebate Dollars when
          negotiating a price for Vehicles with Cardholders, but rather will
          allow Cardholders to negotiate the best price on a Vehicle in the same
          fashion as any other of Dealer's customers, before redemption of
          Credit Card Rebate Dollars occurs.

III. Membership Plan.

     1.   Dealer agrees to provide to customers enrolled in the Membership Plan
          ("Members"), at Dealer's own expense, the services and incentives
          listed on EXHIBIT C ("Membership Incentives"). Membership Incentives
          shall be offered to all Members, regardless of status of vehicle as
          new or pre-owned. Dealer acknowledges that the Membership Incentives
          are an integral part of the Membership Plan and serve to enhance the
          attraction of the Membership Plan to the Members and to prospective
          Members.

     2.   Dealer will not take into account the Membership Rebate Dollars when
          negotiating a price for Vehicles with Members, but rather will allow
          Members to negotiate the best price on a Vehicle in the same fashion
          as any other of Dealer's customers, before redemption of Membership
          Rebate Dollars occurs.

<PAGE>
<TABLE>
<CAPTION>

                                                              EXHIBIT E
                                                      AUTHORIZED PERSONNEL FORM


<S>                                                                             <C>
EMPLOYEE NAME:
--------------

FIRST                                                             LAST                                         M.I.
----------------------------------------------- --------------------------------------------- --------------------------------------

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


MAILING ADDRESS:
----------------

STREET                                              CITY                             STATE                          ZIP CODE
------------------------------------ --------------------------------- ---------------------------------- --------------------------


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


SOCIAL SECURITY #                                                                             DATE OF BIRTH
---------------------------------------------------------------------- -------------------------------------------------------------


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


DRIVER'S LICENSE NUMBER
------------------------------------------------------------------------------------------------------------------------------------


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


HOME PHONE                                               EMAIL ADDRESS                              BUSINESS PHONE
---------------------------------------- -------------------------------------------------------------------------------------------


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


YEARS OF EMPLOYMENT
------------------------------------------------------------------------------------------------------------------------------------


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


EMPLOYEE SIGNATURE                                                                      DATE:
------------------                                                                      -----

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


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


AUTHORIZED BY:                                                                          DATE:
--------------                                                                          -----

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


---------------------------------------------------------------------- -------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT F
                             ARTWORK SUBMISSION FORM

INTRODUCTION: PrivilegeONE is excited about the opportunity to help you to craft
the artwork that you would like to have on your Dealership-Branded Card and your
Membership Card. To accomplish this goal there are certain guidelines that must
be adhered to for a seamless production of your unique plastic design.

1.   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, on the face of PrivilegeONE Credit and Membership 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. If any proposed Dealer Trademark delivered to
PrivilegeONE contains a manufacturer's mark or logo, the same must be
accompanied by a written authorization of use from the manufacturer in a form
and content acceptable to PrivilegeONE. It is essential that there is no
conflict with the manufacturer or any other person or entity to enhance the
effectiveness of the Loyalty Program to the Dealer.

2.   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 the PrivilegeONE. (See below) PrivilegeONE 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
reserves the right to make such determination in their sole discretion, but
agrees to work with Dealer to derive marks suitable for inclusion on the
PrivilegeONE Credit and Membership Card and on marketing and other solicitation
materials.

The following guidelines will assist you with designing your Dealership logo
that will be placed on the PrivilegeONE Credit and Membership Card:

     The logo size must fit within a 3" X 5/8" space, be in black only and must
     be 100% to size.

     The artwork/logo must be placed on slick paper or in electronic format so
     that it is "camera ready" and must be of top quality.

     Consider the image design to ensure it is in the best format, as you do not
     want to affect the clarity or readability of that image.

     Manufacturer logos/marks cannot appear as part of the Dealer name on the
     card without Manufacturer's approval in writing.

     However, the Dealer name can include the Manufacturer's (e.g., Toyota,
     Nissan, etc.) name only if the manufacturer name is part of the legal name
     of the Dealer entity.
                        Example: Thompson Toyota

Logos should be developed in EPS Vector based file format. This allows the logo
size to be manipulated without compromise to the original quality of the image.
Please turn all fonts to curves to ensure the logo looks like the original.
Tiffs, Jepgs, BMP, and GIFS are not acceptable. Save the file in the original
vector based file format and the save the file again by (save file as) and
select Adobe.PDF file format. Please email the EPS file and the adobe file to
mfc@privilegeone.com, enclose your name, your phone number and the Dealership
name. YOU MUST QUALITY CHECK YOUR LOGO FOR 100% ACCURACY AS WHAT YOU SUBMIT WILL
BE SUBSTANTIALLY SIMILAR TO - WHAT WILL APPEAR ON YOUR PRIVILEGEONE VISA CREDIT
CARD AND ON THE PRIVILEGEONE MEMBERSHIP CARD

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


     ---------------------------------------------------
<PAGE>


                                    EXHIBIT C
                                    ---------

                                DEALER INCENTIVES
                                -----------------

                                       ***






                                      -17-
<PAGE>

                                    EXHIBIT D
                                    ---------

                                  COMPENSATION
                                  ------------

                                       ***




                                       B-1
<PAGE>

                                    EXHIBIT E
                                    ---------

                      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-2
<PAGE>





                                       B-3