Kelley Amendment AMENDMENT TO REFERRAL AGREEMENT This Amendment to that certain Referral Agreement (the "Agreement") dated June 1, 1998, is by and between Kelley Blue Book Company Inc., a corporation whose address is 5 Oldfield, Irvine, CA 92618...

Xxxxxx Amendment



                AMENDMENT TO REFERRAL AGREEMENT


    This Amendment to that certain Referral Agreement (the "Agreement") dated
June 1, 1998, is by and between Xxxxxx Blue Book Company Inc., a
corporation whose address is 5 Xxxxxxxx, Xxxxxx, XX 00000 ("KBB"), and
Electronic Vehicle Remarketing, Inc., a Delaware corporation, whose
address is 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("EVRI").
Each capitalized term used but not defined herein shall have the meaning
assigned in the Agreement.  For consideration, the receipt and
sufficiency of which is hereby acknowledged, KBB and EVRI agree as
follows:

1. Section 3.1 of the Agreement is replaced in its entirety with the
following:
"The term of this Agreement commences on [*]and shall end on [*]
(the "Term"), unless otherwise extended or terminated as provided
herein."
2. Section 4.1.2 is modified by replacing the examples of "Financing
Yield" and "Fee Per
Financing Submission" with the following:

Financing Yield:                [*]
Fee Per                 [*]
Financing Submission:


The terms and conditions of the Agreement, except as duly modified by
this and previous amendments, if any, remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the ___ day of  __________, 1999.


Xxxxxx Blue Book                                Electronic Vehicle Remarketing, Inc.


By: _________________________                   By: ___________________________

Name: ______________________                    Name: ________________________

Title: _______________________                  Title:  _________________________

Date: _______________________                   Date: _________________________



[*] Confidential treatment requested.