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                                DEALER AGREEMENT

         THIS AGREEMENT, between Premier Auto Finance, L.P. ("Purchaser"), 230
West Monroe Street, Suite 1000, Chicago, Illinois, 60606 and each of the motor
vehicle dealers listed below (individually and collectively referred to herein
as "Dealer"), sets forth the terms under which Purchaser may purchase Contracts
(as hereinafter defined) from Dealer and the rights and obligations between
Purchaser and Dealer with regard to such Contracts.

1.       SALE AND PURCHASE OF CONTRACTS

         a.       CONTRACTS; PROGRAM REQUIREMENTS. Purchaser may, from time to
                  time, in its sole discretion purchase from Dealer such
                  Contracts (as hereinafter defined) offered by Dealer as shall
                  be written on forms satisfactory to Purchaser and otherwise
                  acceptable to Purchaser. For purposes of this Agreement, the
                  term "Contract" shall mean any retail installment contract,
                  conditional sales contract, security agreement or other
                  document providing for the payment by a Buyer of a motor
                  vehicle and secured by a first priority lien or purchase money
                  security interest in that motor vehicle. The term "Vehicle"
                  shall mean the motor vehicle purchased under and securing any
                  Contract, together with any related options and accessories.
                  The term "Buyer" shall mean any person (including an
                  individual or other legal entity) which purchases a motor
                  vehicle from Dealer, including any co-purchaser. Purchaser
                  will from time to time communicate to Dealer the criteria
                  which the Contracts, Vehicles and Buyers must meet in order to
                  make the Contract eligible for purchase by Purchaser. These
                  criteria may include rate information, insurance requirements,
                  Buyer credit qualifications, and so on. Purchaser may
                  communicate this information in the form of one or more
                  "Program Letters", Rate Sheets or otherwise. These
                  requirements are collectively referred to herein as the
                  "Program Requirements". All Contracts purchased by the
                  Purchaser must meet all Program Requirements; but Purchaser
                  retains the sole discretion to decide which Contracts to
                  purchase, even though the Contract may conform to the Program
                  Requirements.

         b.       EFFECTING A PURCHASE. Dealer shall communicate to Purchaser
                  credit information concerning a Buyer (and any other person
                  named by a Buyer in his credit application) as Dealer may have
                  or as may be requested by Purchaser. Purchaser will decide, in
                  its sole discretion, whether to purchase each Contract offered
                  to it by Dealer after documentation (including credit
                  information) satisfactory to Purchaser has been received and
                  reviewed. If Purchaser decides that it will purchase a
                  Contract, Dealer shall (i) execute an assignment of the
                  Contract to Purchaser, (ii) deliver the original executed
                  Contract (and all other original executed documents relating
                  thereto) to Purchaser, (iii) file and record all such
                  documents and take all such action, as may be necessary, under
                  the Uniform Commercial Code and other applicable law to convey
                  to Purchaser (and to record such conveyance of) the Contract,
                  to perfect a valid and enforceable first priority security
                  interest in favor of Purchaser in the motor vehicle to which
                  the Contract relates, and to comply with all related
                  provisions of applicable motor vehicle laws, including motor
                  vehicle and certificate of title laws, and (iv) if required by
                  applicable law, send to the Buyer a notice that such Dealer
                  has assigned the Contract to Purchaser.


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         c.       PURCHASE PRICE. Purchaser shall only consider purchasing
                  Contracts which comply with the Program Requirements announced
                  from time to time by Purchaser. The price at which Purchaser
                  may purchase Contracts will be the "Amount Financed" shown on
                  the Contract. Such price shall be paid to Dealer upon
                  Purchaser's receipt and review of satisfactory documentation
                  unless other arrangements for payment have been made between
                  Purchaser and Dealer.

         d.       NATURE OF TRANSFER. Dealer and Purchaser intend that each
                  purchase of a Contract under this Agreement shall be a true
                  sale of all of Dealer's right, title and interest in, to and
                  under such Contract, providing Purchaser with the full
                  benefits of ownership of the same, and Dealer and Purchaser do
                  not intend the transaction evidenced hereby to be, or for any
                  purpose to be characterized as, a loan secured by such
                  Contract from Purchaser to Dealer. Without prejudice to the
                  foregoing intention of the parties, if a court characterizes
                  any purchase of a Contract hereunder as being a loan rather
                  than a true sale, then Dealer hereby pledges, grants a
                  security interest in and assigns to Purchaser all of its right
                  and title to and interest in the Contracts which the parties
                  hereto intend now or at any time in the future to be sold to
                  Purchaser as security for the payment and performance of all
                  obligations of Dealer hereunder.

         e.       RESERVES. For each Contract purchased by Purchaser from
                  Dealer, Purchaser will credit to a Dealer Reserve Account an
                  amount equal to all or part of the difference between a) the
                  finance charge disclosed on the Contract and b) a projected
                  finance charge on the same Contract calculated at Purchaser's
                  then applicable buy rates as announced from time to time by
                  Purchaser, as provided in the Dealer Reserve Schedule A
                  attached hereto and made a part hereof. The Dealer Reserve
                  Account shall be a non-interest earning account and will not
                  be a separately funded. Dealer acknowledges that the Dealer
                  Reserve Account shall be and remain the sole property of
                  Purchaser and Dealer shall have no vested interest therein
                  until such time as any amount becomes payable to it as
                  provided in the Dealer Reserve Schedule A. In the alternative,
                  in case any court holds or any third party asserts that the
                  Dealer Reserve Account is the property of the Dealer, the
                  Dealer hereby grants a security interest in favor of Purchaser
                  in all amounts credited to the Dealer Reserve Account to
                  secure all obligations of Dealer to Purchaser.

                  Dealer further acknowledges that Purchaser's right to charge
                  the Dealer Reserve Account is solely within Purchaser's
                  discretion reasonably exercised. All amounts held therein
                  shall from time to time be paid to Dealer in accordance with
                  the terms and conditions of this Agreement and the Dealer
                  Reserve Schedule A.

                  As provided in the Dealer Reserve Schedule A, if a Contract
                  prepays in whole or in part before its stated maturity date
                  Dealer shall be responsible for Dealer's proportionate share
                  of any unearned finance charges, insurance premiums and/or
                  charges for extended warranty, mechanical breakdown or
                  comparable programs, whether or not the amount of the Dealer
                  Reserve Account is sufficient to cover such liability and
                  whether or not this Agreement has theretofore been terminated.


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                  By mutual agreement between Dealer and Premier, the Dealer
                  Reserve Schedule A may change from time to time, and the
                  Dealer Reserve Schedule A may vary from Dealer to Dealer.

2.       INSURANCE. As provided in the Program Requirements, Dealer will provide
Purchaser or its agent with written evidence that there is insurance acceptable
to Purchaser covering each Vehicle against fire, theft and collision at the time
the Contract is purchased by Purchaser and that Purchaser is named as the loss
payee.

3.       PAYMENT FROM BUYER. After purchase of a Contract by Purchaser, Dealer
shall promptly forward to Purchaser any payment on the Contract received by
Dealer and any payments so received shall be held in trust by Dealer for the
benefit of Purchaser. In the event such payment is made by check or other
instrument payable to Dealer, Dealer shall endorse such check or other
instrument to Purchaser and immediately remit such payment to Purchaser at the
following address: 230 West Monroe Street, Suite 1000, Chicago, Illinois 60606.
Dealer shall not make any payment in respect of any Contract on behalf of any
Buyer without the prior written consent of Purchaser.

4.       AMENDMENT OR MODIFICATION OF CONTRACTS. Upon or any time after
Purchaser's purchase of a Contract from Dealer, Purchaser may, in its sole
discretion, renew, extend, accelerate or otherwise modify or amend any of the
terms and conditions of such Contract including, without limitation, extending
or modifying the time for payment or extending additional credit thereunder. Any
such amendments, renewals, extensions or modifications shall be considered as
part of the Contract for all purposes hereunder. Purchaser shall not extend or
amend any undertaking, warranty or representation made by Dealer to Buyer in
connection with the sale of the Vehicle to Buyer.

5.       DEALER'S REPRESENTATIONS AND WARRANTIES. As to each Contract sold by
Dealer to Purchaser, and in addition to any representations and warranties of
Dealer in the Contract or elsewhere in this Agreement, Dealer warrants and
represents to Purchaser, its successors and assigns that, as of the time of each
sale of a Contract to the Purchaser:

         a.       Dealer and its employees and agents and each Contract are in
                  compliance with all requirements of the Federal Truth in
                  Lending Act, the Federal Equal Credit Opportunity Act and all
                  other federal, state, local, and other laws, regulations or
                  rules including, but not limited to, consumer protection laws
                  and all regulations or rules applicable to the extension of
                  credit, the sale of the Vehicle and any accessories, services
                  or products sold in connection with the Vehicle, or otherwise
                  applicable to the Contract and the sale of the Vehicle;

         b.       Dealer will have the right and all required licenses to make
                  such sales;


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         c.       Dealer will have received the down payment specified in the
                  Contract and will not have made a loan to the Buyer or
                  assisted the Buyer in obtaining a loan from any third party,
                  to be used as a part or all of such down payment or any other
                  payment on a Contract, except (in any such case) as may be
                  specifically indicated on the face of the Contract. If the
                  down payment is paid to the Dealer in the form of a check the
                  Dealer has verified that the check represents "good funds"
                  prior to submitting the Contract to Purchaser. Upon giving
                  effect to the sale of such Contract to Purchaser, Dealer shall
                  cease to have any claims against the applicable Buyer in
                  respect of payment of the purchase price for the applicable
                  Vehicle, any financing theretofore provided by Dealer to the
                  Buyer or otherwise;

         d.       if any part of the down payment is from a manufacturer,
                  distributor or Dealer rebate, the Dealer has disclosed this to
                  Purchaser at the time the credit application is presented to
                  Purchaser for approval and the rebate has been shown on the
                  applicable Contract as a rebate;

         e.       the Vehicle sold under the Contract will have been actually
                  delivered to the applicable Buyer or the parties agreeing to
                  the security interest in favor of Dealer or its assignee, the
                  Vehicle conforms to the description of the Vehicle provided to
                  Purchaser in the Contract or otherwise, and the Dealer shall
                  otherwise have fully performed and discharged all of its
                  obligations to Buyer and such parties arising in connection
                  with the sale of the Vehicle to the Buyer;

         f.       the Contract is a legal, valid and binding agreement,
                  enforceable against the persons shown as Buyers in the
                  Contract according to its terms and free from any defenses,
                  offsets and counterclaims and evidences the sale of the
                  Vehicle to the persons named as Buyers therein and the
                  incurrence of a debt obligation in connection therewith;

         g.       All registered owners of the Vehicle will have signed the
                  Contract either as Buyers or as parties agreeing to the
                  security interest in favor of Dealer or its assignee;

         h.       Dealer, its employees and agents have not recommended,
                  assisted, encouraged or suggested that Buyer provide any false
                  or misleading information, or that Buyer fail to provide
                  information needed to make the information complete and not
                  misleading in any credit application, contract, document or
                  other form of information submitted to the Purchaser, and
                  Dealer, its employees and agents have no knowledge that any
                  information provided to the Purchaser in any credit
                  application, contract, document or otherwise, is false or
                  misleading;


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         i.       such Contract (i) fully complies with all Program Requirements
                  established by Purchaser from time to time regarding the
                  purchase of Contracts, (ii) does not require the obligor under
                  such Contract to consent to or receive notice of the transfer,
                  sale or assignment of the rights and duties of Dealer under
                  such Contract, (iii) constitutes "chattel paper" as such term
                  is defined in the Uniform Commercial Code in effect in the
                  jurisdiction in which the sale of the Vehicle giving rise to
                  such Contract shall have occurred and (iv) is comprised of but
                  one original, the ownership interest in which may be
                  transferred by delivery;

         j.       prior to the purchase of such Contract, (i) Dealer shall be
                  the owner of such Contract, free and clear of any lien, claim
                  or other encumbrance and (ii) the Vehicle related thereto
                  shall be free and clear of any lien, claim or other
                  encumbrance other than the lien granted therein in favor of
                  Dealer to secure the indebtedness of the applicable Buyer
                  existing under the Contract;

         k.       there is a valid, enforceable perfected first priority
                  security interest in the Vehicle and in any proceeds therefrom
                  in favor of Dealer as the secured party and that security
                  interest has been validly assigned by Dealer to Purchaser;

         l.       all sales taxes and other taxes payable in connection with the
                  sale of the applicable Vehicle to Buyer have been paid in
                  full; and

         m.       Dealer has full power and authority to enter into and perform
                  this Agreement, and this Agreement is the legal and valid
                  agreement of the Dealer enforceable against Dealer according
                  to its terms, complies with all laws applicable to Dealer, and
                  has been duly and validly authorized by all required action of
                  Dealer; and

         n.       at the time of a purchase of a Contract by Purchaser, the
                  related Vehicle is insured against fire, collision, theft and
                  damage, and Purchaser is named as a loss payee under such
                  policy, all in accordance with the Program Requirements.

6.       DEALER'S COVENANTS. Dealer covenants and agrees as follows:

         a.       From and after the sale by Dealer of any Contract to Purchaser
                  hereunder, Dealer shall not (i) assert any right or claim in
                  or to such Contract or the Vehicle related thereto, (ii)
                  purport to grant any right or interest to any person or entity
                  other than Purchaser in or to such Contract or (iii) purport
                  to exercise any authority to modify, alter or amend such
                  Contract.

         b.       Dealer agrees that from time to time, at its expense, it will
                  promptly execute and deliver all further instruments and
                  documents, and take all further action that Purchaser may
                  reasonably request in order to perfect, protect or more fully
                  evidence Purchaser's ownership interest in the Contracts
                  purchased hereunder and Purchaser's security interest in each
                  Vehicle. Dealer will deliver to Purchaser the original copy of
                  each Contract purchased hereunder.


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         c.       Dealer shall take all necessary action to record properly each
                  transfer of Contracts hereunder to Purchaser as a sale to
                  Purchaser and to reflect Purchaser's ownership of such
                  Contracts on its books and records.

7.       DEALER LIABILITY.

         a.       If any representation, warranty, covenant or agreement made by
                  Dealer (or any of its agents or employees) hereunder (or in
                  any Contract) in connection with a Contract or this Agreement
                  is breached, untrue, misleading or incomplete, or if Dealer
                  fails to perform any obligation it may have under any Contract
                  or this Agreement or otherwise, or if the Buyer asserts any
                  claim arising out of or relating to, or in connection with,
                  the purchase of a Vehicle from Dealer under a Contract sold to
                  Purchaser, the Dealer shall promptly pay Purchaser any or all
                  of the following amounts at the sole election and demand of
                  Purchaser: (i) the unpaid balance, as determined by Purchaser,
                  of all Contracts affected by such breach, misrepresentation,
                  failure to perform or claim; (ii) Dealer's portion of any
                  unearned finance charges, insurance premiums, and/or charges
                  for extended warranty, mechanical breakdown or comparable
                  programs; (iii) all damages, costs, losses and expenses
                  (including, but not limited to, reasonable attorneys' fees and
                  costs) incurred by Purchaser as a result of such breach,
                  misrepresentation, failure to perform or claim. In addition,
                  Dealer shall indemnify and hold Purchaser, its partners, its
                  and their shareholders, affiliates, officers, directors,
                  employees and agents (each, an "Indemnified Party") harmless
                  for all losses or expenses, including reasonable attorneys'
                  fees and legal costs, suffered or incurred by any Indemnified
                  Party in any judicial, administrative, or any other proceeding
                  because of any claim or defense asserted against an
                  Indemnified Party as a result of any act or omission by Dealer
                  or its employees or agents including, at the election of
                  Purchaser, the unpaid balance of the affected Contract as
                  determined by Purchaser. Dealer agrees that Purchaser may
                  proceed against Dealer for any and all amounts due to any
                  Indemnified Party from Dealer under this Agreement or any
                  other party and without proceeding against or applying any
                  security which Purchaser may have or hold, Purchaser may, at
                  its option, debit the Dealer Reserve Account for any amounts
                  owing to Purchaser under this Agreement.

         b.       If Dealer:

                  (i)      fails to disclose a pickup payment agreed to by
                           Dealer and Obligor, or other form of deferred down
                           payment, or balloon payment on the Contract, or

                  (ii)     fails to collect an agreed upon pickup payment or
                           other form of deferred down payment, such failure
                           shall be considered a breach of a representation
                           under subparagraph 7a above and Dealer shall be
                           liable to Purchaser as specified in subparagraph 7a.


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         c.       Anything herein to the contrary notwithstanding, (i) Dealer
                  shall remain liable under each Contract to perform all of its
                  continuing duties and obligations (if any) thereunder in
                  respect of warranties, servicing arrangements and similar
                  agreements (the "Ancillary Agreements") to the same extent as
                  if this Agreement had not been executed, and (ii) neither
                  Purchaser nor any of its assignees shall have any obligation
                  to perform or otherwise have any liability in respect of, the
                  Ancillary Agreements by reason of this Agreement.

8.       LIABILITY FOR BUYER DEFAULT. Except as specifically provided herein or
as otherwise agreed, Dealer shall have no responsibility for any default by a
Buyer in respect of any Contract purchased by Purchaser hereunder.

9.       BOOKS AND RECORDS. Dealer agrees to maintain complete and accurate
books and records in accordance with generally accepted accounting
principles concerning the sale of each Vehicle, including but not limited to
records of all other transactions affecting the Vehicle and the sale of each
Contract. Dealer will, upon request by Purchaser, promptly deliver any such
books and records or furnish copies thereof or abstracts therefrom to Purchaser
or its agent. Purchaser's representative may from time to time inspect Dealer's
books and records. Dealer shall furnish to Purchaser such information concerning
Dealer's financial and business affairs as Purchaser may reasonably request.

10.      COMMUNICATIONS. Dealer agrees to promptly forward to Purchaser all
communication (including correspondence, inquiries, remittances or information),
oral or written, received by Dealer from any source with respect to any
Contract. Dealer agrees to reimburse Purchaser for all losses and expenses
Purchaser may suffer or incur due to Dealer's failure to comply with this
section.

11.      COSTS AND EXPENSES. Except as provided herein, each party to this
Agreement shall fulfill its obligations hereunder at its own cost and expense;
provided, however, that Purchaser shall reimburse Dealer for filing fees or
other costs paid by Dealer to public officials to perfect Purchaser's security
interest in each Vehicle unless the fees and costs are otherwise legally
chargeable to the Buyer.

12.      AGENCY. Neither this Agreement nor any action pursuant hereto shall
make Dealer the agent, representative or employee of Purchaser for any purpose.
Dealer is not granted any express or implied right to bind Purchaser for any
purpose. Wherever in this Agreement reference is made to any agent or
Purchaser, such reference is intended to mean any third party that Purchaser may
from time to time appoint to fulfill any of its obligations under this
Agreement.

13.      FAILURE TO EXERCISE REMEDIES. The exercise of any right or remedy
available to Purchaser shall not operate as a waiver of any other right or
remedy. The failure of Purchaser to exercise or a delay by Purchaser in
exercising any right or remedy shall not operate as a waiver of such right or
any other right. All of the Purchaser's rights and remedies shall be cumulative
and may be exercised singularly or concurrently.


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14.      SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon and
shall inure to the benefit of the parties to this Agreement and their
respective successors and assigns; provided, however, that Dealer may not
assign or otherwise transfer any of its rights, obligations, title or
interest in, to or under this Agreement without the prior written consent of
Purchaser and any purported assignment or transfer by Dealer without such
consent shall be void and without effect. Purchaser shall have the
unrestricted right to assign any and all of its rights, obligations, title
and interest hereunder, and Dealer expressly acknowledges that Purchaser has
transferred, or may in the future transfer, all or a portion of its right,
title and interest in and to the Contracts acquired in connection with such
purchase as well as all or a portion of its rights under this Agreement to
certain other persons and entities (each, a "Purchaser Assignee") and Dealer
agrees that each Purchaser Assignee, to the extent of such transfer, shall
succeed to Purchaser's rights hereunder. To the extent that notice of any
such assignment by Purchaser to any Purchaser Assignee shall be required to
be given to Dealer under applicable law to effect or more fully protect any
such assignment, the parties hereto agree that this paragraph 14 provides
such notice. Any obligation of Purchaser, or any function to be performed by
Purchaser under this Agreement, may at the sole option of Purchaser, be
delegated to, and performed by, an agent of Purchaser, which agent shall have
such power and authority as Purchaser shall delegate to it.

15.      TERMINATION. Purchaser or Dealer may terminate this agreement upon 5
days written notice to the other party, such termination to be effective on the
date set out in such notice. The termination of the Agreement shall not release
Purchaser or Dealer from any obligations incurred with regard to any Contracts
purchased prior to the effective date of such notice, and all such obligations
shall remain in full force and effect, notwithstanding any sale of the
Contracts, until fully satisfied in accordance with the terms and conditions of
this Agreement.

16.      VALIDITY, COMPLETE AGREEMENT, AMENDMENTS. Any invalidity, in whole
or in part, of any provision of this Agreement shall not affect the validity
of any other provision hereof. This Agreement and any representations,
warranties or agreements made by Dealer to Purchaser in any Contract
constitute the complete understanding between the parties and supersede all
prior oral, written or implied discussions or understandings with respect to
the subject matter hereof between the parties. No alteration, amendment or
modification of any other terms and provisions hereof shall be valid unless
made pursuant to an instrument in writing signed by both of said parties.

17.      GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the state of Illinois.

18.      ATTORNEYS' FEES. In the event that either party shall institute any
action or proceeding to resolve a dispute arising from the interpretation or
construction of or to enforce this Agreement, the successful party in such
action or proceeding shall be entitled to recover from the other party, in
addition to any other relief to which it may be entitled, reasonable attorneys'
fees and costs incurred in prosecuting or defending such action or proceeding.


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19.      NOTICE. Except as otherwise provided in this Agreement, all notices and
other communications hereunder shall be in writing and shall be deemed duly
given if and when personally delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid, or by reliable overnight
delivery service or by facsimile machine with receipt confirmed, addressed as
follows: (a) if to Purchaser, to the address shown at the beginning of the
Agreement; (b) if to Dealer, to the address shown below. Either party may change
the address to which each such notice or communication shall be sent by giving
written notice of such address in the manner provided herein to the other party.

20.      GENDER, NUMBER, PARAGRAPH HEADING. Unless the context of this Agreement
otherwise requires, the masculine, feminine or neuter gender each shall include
the other genders, and the singular shall include the plural. The paragraph
headings contained in this Agreement are for convenience of reference only and
shall not limit or define the text hereof.

         IN WITNESS WHEREOF, Purchaser and each Dealer have caused this
Agreement to be signed by their duly authorized representatives as of the date
below.

PREMIER AUTO FINANCE, L.P.
            [Purchaser]

BY:
   -------------------------------------------------------------------
      VICE PRESIDENT, THE AUTO CONDUIT CORPORATION,
      ITS GENERAL PARTNER

By signing below, I am signing on behalf of each of the companies listed below
and each of them is bound by this Dealer Agreement and the Dealer Reserve
Schedule A. I represent and warrant that I am authorized to sign on behalf of
each of those companies.

BY:
   -------------------------------------------------------------------
       On behalf of each of the companies listed below.

Dated as of                   , 199
           -------------------     ---

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DEALER:
ADDRESS:


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