AutoConnect Addendum ADDENDUM TO REFERRAL AGREEMENT THIS REFERRAL AGREEMENT (this "Agreement"), dated as of July 22, 1999, is made by and between AUTOCONNECT, L.L.C. , a Delaware Limited Liability Company whose address is 1400 Lake Hearn Drive, N.E.,...

AutoConnect Addendum





                 ADDENDUM TO REFERRAL AGREEMENT



THIS REFERRAL AGREEMENT (this "Agreement"), dated as of July 22,
1999, is made by and between AUTOCONNECT, L.L.C. , a Delaware Limited
Liability Company whose address is 0000 Xxxx Xxxxx Xxxxx, X.X., Xxxxxxx,
Xxxxxxx, 00000 ("AUTOCONNECT"), and ELECTRONIC VEHICLE REMARKETING, INC.,
a Delaware corporation whose address is 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx,
Xxx Xxxx 00000 ("EVRI"), with reference to the following facts:

The following clauses will take precedence over the respective clauses in
the original referral agreement:

3.1  The term of this agreement commence on [*] and shall end on
[*] (the "Term"), unless otherwise extended or terminated as provided
herein.

4.1.1 and 4.1.2 EVRI and AUTOCONNECT shall calculate the "Financing
Fee," which shall be [*]:


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

    EVRI shall pay AUTOCONNECT [*].


IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
the date first written above.


ELECTRONIC VEHICLE REMARKETING, INC.               AUTOCONNECT, L.L.C.

By:                                                By:

Its:                                               Its:



[*] Confidential treatment requested.