EXHIBIT 99.5

                               CUSTOMER AGREEMENT

This Agreement between triVIN, Inc, a Delaware corporation (the "Company"),
located at 115 Poheganut Drive, Suite 210, Groton, Connecticut 06340, and
American Honda Finance Corporation (the "Customer"), located 700 Van Ness
Avenue, Torrance, California 90501, replaces the existing Service Agreement
dated February 14, 1997 between FDI Service Bureau and American Honda Finance.
Replacement of the February 14, 1997 Service Agreement is in response to the
acquisition of FDI by triVIN, Inc. and to reflect revised service and pricing
agreed to by American Honda Finance Corporation and triVIN, Inc.

                                    RECITALS

      WHEREAS, Customer is in the consumer lending and leasing business and
owns, for lease or has a financial interest in vehicles located in each of the
states referenced on Schedule 1 (each individually the "State" and collectively
the "States").

      WHEREAS, the agency chartered with the administration of motor vehicles in
each of the States (individually the "DMV" and collectively the "DMVs") has
established programs to enable entities such as Customer, which are approved by
the State, to electronically process certain transactions with the DMV
(individually the "DMV Online Program" and collectively the "DMV Online
Programs); and

      WHEREAS, Customer has entered into, or intends to enter into, the
necessary contracts and any other agreements as required by each of the States
for participation in the DMV Online Programs; and

      WHEREAS, Company provides software-based services in connection with the
DMV Online Programs, pursuant to contracts that have been executed by the DMVs
and Company, and additionally provides software-based products and services that
facilitate title management for consumer lending and leasing entities, which
include, but are not limited to;

      Electronic Lien and Title ("ELT"): DMV Online Programs enabling
      authorized parties to electronically receive lien confirmation
      from the DMV, to electronically store the e-title and to
      electronically release lien interest back to the DMV;

      Inquiry: DMV Online Programs enabling authorized parties to
      electronically access DMV vehicle and driver records resident on
      the DMV database;

      Total Title Administration ("TTA"): Company provided software
      tools and services to respond to title receipt via paper title
      and ELT, match title and account information, validate title
      data and identify applicable discrepancies when compared to
      account data, follow-up for non-receipt


                                        1



      of title, store titles electronically or via paper, provide
      suspense and note capabilities, and support electronic or paper
      title release;

      Electronic Registration and Title ("ERT"): DMV Online programs
      enabling authorized parties to file electronic applications for
      certificates of title and vehicle registration;

(collectively known as the "Programs"); and

      WHEREAS, Company and Customer desire to enter into an agreement to
establish the terms of the arrangement whereby Company will render services to
Customer,

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    TERM AND TERMINATION

      (a)   The term of this Agreement shall begin on the date this
            Agreement is signed by both parties and shall continue for one
            (1) year, with automatically renewable one-year terms, unless
            sooner terminated by Customer or Company as follows:

            (i)     immediately upon notice to the other party of a repeated
                    breach or of a breach that cannot be cured.

            (ii)    immediately upon notice to the other party that all States
                    have revoked Company's or Customer's right to participate in
                    the DMV Online Programs;

            (iii)   thirty (30) days after notice of any other type of breach,
                    unless such breach is cured within the thirty days, or

            (iv)    upon at least sixty (60) days prior written notice.

            This Agreement shall automatically be renewed for additional
            one-year periods until it terminates as stated above.

      (b)   Upon termination of this Agreement, the Company will immediately
            return to the Customer all title data in an electronic format as
            mutually agreed upon and will thereafter destroy confidential
            Customer data including Borrower Name, Loan Number, Account Number,
            Registered Owner Name, Registered Owner Address that had been in the
            Company's possession. Any paper titles being maintained by the
            Company will immediately be returned to the Customer.

      (c)   Without limiting the generality of Section 1(a) above, Customer


                                        2



            acknowledges and agrees that a DMV, in its sole discretion and for
            any reason it deems sufficient, may terminate the participation of
            Customer in the DMV Online Program and Company will in that case be
            compelled to immediately terminate Customer's access to Company's
            automated registration and titling services as they relate to the
            relevant State. In the event that Company's or Customer's
            participation in all of the DMV Online Programs is terminated by the
            DMVs, this Agreement will terminate immediately thereupon.

2.    PROGRAM AND COMPANY SYSTEM

      (a)   The Company shall allow Customer access to its automated titling and
            / or registration systems so that Customer can participate in the
            Programs as referenced in Schedule 1. In certain of the States this
            will require that Company supply certain personal computer software
            to Customer (the "PC Software"). The PC Software (in those states
            where such PC Software is required), access to the company's
            computing complex in Groton, Connecticut or Sacramento, California
            and to the software residing therein (the "Server Software"), any
            documentation relating to the PC Software and the Server Software,
            and any upgrades or updates to the PC Software or Server Software
            provided by Company from time to time are collectively included as
            the "Programs".

      (b)   The Company hereby grants Customer a non-exclusive, non transferable
            license to use the Programs internally in its own business as a
            consumer lender and lessor to process its own work solely in
            connection with this Agreement. The Programs may not be otherwise
            used or disclosed by Customer to others except Customer's employees
            whose duties require such in the course of Customer's business.
            Customer shall not copy any part of the Programs, in whole or part,
            in any form except for back-up purposes only and then only with a
            warning notice of this limited purpose. Customer may not modify the
            Programs or decompile, disassemble, reverse engineer or otherwise
            reduce the Programs to human-perceivable form. Customer may not use
            the Programs as part of a commercial time-sharing or service bureau
            operation or in any other resale capacity. Customer may not transfer
            operational use of the Programs to a third party except as permitted
            by Section 10(e). Customer must protect the Programs from
            unauthorized disclosure or use. The Programs (including all copies
            of any and all parts thereof) shall be returned immediately by
            Customer to Company upon termination of this Agreement, at Company's
            request.

      (c)   The Programs (including, without limitation, its appearance,
            documentation, code, organization and structure) is and shall remain
            the sole and absolute property of Company or its suppliers, and is
            protected under U.S. copyright laws and international treaty
            provisions. All copies of any and all of the components of the
            Programs made by Customer in accordance with this Agreement shall
            contain Company's copyright notices. The programs are licensed, not
            sold. Title, ownership rights and intellectual property rights in
            and to the Programs, or


                                        3



            any copy, are retained by Company or its suppliers. Customer must
            treat the Programs like any other copyrighted material except as
            expressly permitted in this Section 2.

      (d)   In addition, Customer agrees to read any terms and conditions
            packaged with or within the PC Software or, if the Program is
            provided through an Internet web site, Customer agrees to read any
            terms and conditions for the Programs found on such web site, prior
            to using the Programs. Customer must agree to be bound by any such
            terms and conditions prior to using the Program with respect to a
            given State. By using the Programs, Customer is acknowledging that
            it has read, understands, and agrees to be bound by, any such terms
            and conditions.

3.    FEES

      (a)   Schedule 1 attached to this Agreement as of the effective date, sets
            forth the Programs the Customer has elected to utilize and the
            States with which the Customer has entered into contracts or intends
            to enter into contracts with the DMV, and the associated fees
            charged by the Company. Payments shall be made via the methods and
            in the timeframe referenced in Schedule 1.

      (b)   When, and if, the Customer enters into contracts for DMV Online
            Programs with any other state or to utilize additional Programs
            provided by the company, the Customer and the company shall amend
            Schedule 1 to add such states or Programs, and to set forth
            associated fees and amend Schedule 2 and Schedule 3 as required
            based on the processes and procedures agreed to for the Programs
            included.

      (c)   As specified in Schedule 1 as relates to each Program, the Company
            will utilize Electronic Funds Transfer as referenced in Section 7 or
            will invoice the Customer on a monthly basis for services rendered
            and fees and taxes due to the state. Invoice payments are due within
            30 days of the date of invoice. The Company agrees that no late
            charges will be accrued unless the payment exceeds 60 days of the
            date of the invoice.

      (d)   The Company may elect to charge the Customer for expenses associated
            with specific training or specialized services, but only with the
            pre-approval of the Customer and concurrence on fees billable.

      (e)   The Company may only modify fees as outlined in Schedule 1 with the
            prior written consent of the Customer.

      (f)   The Customer may, with reasonable advance notice, audit triVIN's
            billing records to ensure accuracy.

4.    COMPANY OBLIGATION. The Company shall:


                                        4



      (a)   Provide initial training and re-training as required on the proper
            use and operation of the Programs.

      (b)   Make available to Customer through a Telephone Support Center,
            technical and product support specialists as reasonably required to
            provide on-going support for the Programs.

      (c)   Adhere to any specific Program Guidelines included as Schedule 2, as
            established and agreed to jointly by the Company and the Customer,
            and subject to revision from time to time as may be required.

      (d)   Use such security procedures as are reasonably sufficient to ensure
            that all transmissions and data are authorized and protected from
            improper access.

      (e)   Use reasonable standards to test programs prior to implementing in a
            production environment for use by the Customer.

      Specific to the use of the Company's ERT product(s) by the Customer if
included in Schedule 1:

      (f)   Install the PC Software, as required, at Customer's address.

      (g)   Make available to Customer, from time to time, at Company's
            discretion, improvements, enhancements or upgrades of the Programs,
            which shall be, at Customer's election, supplied and installed by
            Company. Should Customer elect not to incorporate these
            improvements, enhancements or updates, Company shall, for a period
            of at least one hundred and twenty (120) days following such time as
            such improvements, enhancements or updates were made available to
            Customer, continue to support the Customer's then existing version
            of the Programs. Following such period, the Company may, at its
            option, discontinue such support or terminate this Agreement

      (h)   Provide Customer, upon adequate prior notice from Customer and as
            provided for by State requirements, an adequate inventory of license
            tags, stickers and registration documents where required.

      (i)   Obtain DMV fees and provide such DMV calculated amounts to Customer
            on a timely basis in format provided by the respective DMV.

      (j)   Provide timely reporting of fees to be collected from the Customer,
            both on behalf of the state and the Company, those fees to be
            clearly differentiated.

      (k)   Pay all DMV fees received from Customer to each respective DMV in
            accordance with the provisions of the respective DMV Online
            Programs.

5.    CUSTOMER'S OBLIGATIONS. Customer shall:


                                        5



      (a)   Compile, enter and transmit complete information to Company or DMV
            as appropriate for the registration and filing of motor vehicles in
            accordance with the provisions of the respective DMV Online
            Programs. Any Inquiries submitted by the Customer or on the
            Customer's behalf for DMV access must be requested for legitimate
            business purposes as defined by the DMV.

      (b)   Where required to utilize the Programs, the Customer is responsible
            for maintaining at their expense an appropriately configured
            connection to the Internet for access to the Company's programs.

      (c)   Provide designated, competent staff to be trained.

      (d)   Pay any and all applicable state fees, transmission costs, and
            taxes, unless Customer provides relevant exemption certificates.

      (e)   Jointly work with the Company to define and utilize such security
            procedures as are reasonably sufficient to ensure that all
            transmissions and data are authorized and protected from improper
            access.

      (f)   Provide timely electronic data interfaces as referenced in Schedule
            3 of this Agreement as jointly agreed to by the Company and the
            Customer, subject to change from time to time as may be required.

      (g)   Communicate to the Company any Program variances that are impacting
            the Customer for review by the Company.

      (h)   Jointly work with the Company to implement mutually agreed upon
            environment for efficient operation of the Programs.

      Specific to the use of the Company's ERT product(s) by the Customer if
included in Schedule 1:

      (i)   In accordance with Section 7 below, where required, the Company will
            establish a deposit account to which the Customer will credit
            sufficient available funds to pay for all State charges, fees and
            taxes and Company fees incurred through the use of the Programs.

      (j)   Subject to receipt of the same from the DMV or Company, depending on
            State and where Schedule 1 denotes "Indicia - Yes", maintain at all
            times an adequate inventory of all license tags, stickers and
            registration documents, and retain these in a safe secure space
            subject to audit at any time during Customer's business hours by
            Company or its designee.

      (k)   With respect to any documentation generated from use of the Programs
            required


                                        6



            to be delivered to the DMV, ensure that such documentation is
            received by the DMV (via traceable mail, hand delivery or other
            trusted and traceable means) in accordance with the provisions of
            the respective DMV Online Programs.

      (l)   In accordance with Section 5(c) and Section 7 below, pay any and all
            charges, fees and taxes by electronic funds transfer as and when
            they are due. In addition, where Schedule 1 denotes "Indicia - Yes",
            Customer shall be responsible for all charges associated with the
            delivery of license tags, stickers, registration documents and other
            supplies (including, without limitation, in-bound and out-bound
            freight, transportation and insurance charges).

6.    WARRANTY; DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

      (a)   The Company warrants (1) that it owns the Programs or has the right
            to grant Customer a license to the Programs; (2) that the media on
            which the programs are provided, if any, shall be free of defects in
            materials or workmanship for ninety days under normal use; and (3)
            that the Programs will perform in substantial conformance with the
            functions described in the Program documentation. While functions
            contained within the Programs provided by the Company meet normally
            accepted title and registration requirements, the company does not
            warrant that the functions contained in the Programs will meet the
            Customer's unique requirements or that the operation of the Programs
            will be entirely error free or appear precisely as described in the
            Programs documentation.

      (b)   The Company EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
            IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
            MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
            NON-INFRINGEMENT.

      (c)   Neither Party, nor any State shall be liable in any event for any
            failure to perform or delay or service interruption resulting,
            directly or indirectly, from any cause beyond its control. The
            Company's, the Customer's and each individual State's liability from
            any and all causes arising out of or related to this Agreement, and
            regardless of the form of action, whether in contract or in tort
            (including without limitation breach of warranty, negligence and
            strict liability in tort) shall be no more than the fees received by
            Company. UNDER NO CIRCUMSTANCES SHALL, COMPANY, THE CUSTOMER, OR ANY
            OF THE STATES BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL,
            SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER BASED ON LOSS OF
            REVENUE, LOSS OF BUSINESS INFORMATION OR OTHERWISE

7.    TRANSFER OF FUNDS - ERT PROGRAMS ONLY

      (a)   For Transactions referenced in Schedule 1 as ACH, no later than
            midnight of each day, Company shall provide to Customer via a report
            by State, any and all


                                        7



            charges, fees and taxes required by the State and any Company fees
            for services rendered in connection with the titling and
            registration of the motor vehicle in that state (cumulatively
            "Transaction Fees"), for transactions that occurred during that day
            ("Transaction Day). Customer agrees to fund a deposit account(s)
            held by the Company with funds that are available the next business
            day from the Transaction Date, that account(s) to be electronically
            accessed by the Company for electronic funds transfer for purposes
            of payment of State and Company Transaction Fees associated with the
            Program in that State. All funds placed in the account(s) by the
            Customer remain the property of the Customer until such time as
            transferred either to the State for payment of DMV fees due or to
            the Company in payment of Company fees due.

8.    CONFIDENTIALITY

      (a)   The Company treats the software and services provided and its'
            related support materials as trade secrets and reserves all
            copyrights and other intellectual property tights.

      (b)   The Customer acknowledges that the information, including all user
            documentation is and shall remain the sole property of the Company.
            The Customer further agrees that the Programs and any other
            materials supplied by the Company to the Client are proprietary
            trade secrets, protected by law and of substantial value to the
            Company and their use and disclosure must be carefully and
            continuously controlled.

      (c)   The Company acknowledges the Customer has granted access to
            confidential information. The Company will treat this data as
            confidential and will not grant others access to confidential data
            except for information sent to the state or as otherwise expressly
            agreed to herein by the Customer.

      (d)   As part of its' Electronic Lien and Title product, the Company
            provides an "Unable to Locate" information and search database,
            herein referred to as the UTLISD, for use by the Customer at no
            charge. The Customer expressly agrees to allow the Company to
            extract and use certain information from the Customer's data in the
            UTLISD. The Customer further understands and agrees that the
            extracted data will be available to and for the use of the Company
            and its other Customers for the express purpose of researching
            "unable to Locate" motor vehicle titles. The Customer understands
            and agrees that it is receiving a benefit by participating in the
            UTLISD and that other participants in UTLISD have also agreed to
            share information similar to the information being shared by the
            Customer.

9.    CONTINGENCY PROCESSING

      (a)   On a monthly basis, the Company shall place in an escrow account
            established to the benefit of the Customer, a then current copy of
            the Company's software and a


                                        8



            current Customer data file. While the Company maintains all legal
            rights as owner of the software, the Customer may utilize the
            software and data to support transition to paper titles or to
            another electronic title vendor only in the event of a default that
            is not corrected within 30 days of written notification of default,
            or if the Company is no longer in business and does not provide
            transition support for the Customer.

      (b)   The Company will provide to the customer upon request copies of the
            then current SAS 70 Report relating to the Company as well as copies
            of the Company's Disaster Planning document.

10.   PRIVACY OF CONSUMER FINANCIAL INFORMATION

      The Company agrees to comply with the Customer's guidelines established
      based on passage of the Gramm-Leach-Bliley Act (15 U.S.C. Sections 6801,
      et seq.) and the "Privacy of Consumer Financial Information" regulations
      (12 C.F.R. Part 40), where applicable to the services rendered under this
      agreement. The Customer agrees that the Company may release consumer
      information provided by the Customer to the Company to the State
      jurisdictions and business partners as may be required to complete title
      and registration activities.

11.   INDEMNIFICATION

      (a)   The Company agrees to indemnity and hold harmless, including
            reasonable attorney's fees, the Customer, its' corporate affiliates,
            and any employee or agent thereof, and clients of the Customer (each
            of the foregoing being hereinafter referred to individually as the
            "Indemnified Party") against liability to third parties, other than
            liability solely the fault of the Indemnified Party, from any claim,
            suite or proceeding against the Customer arising from any business
            activity of the Company or the Company's employees, agents or
            representatives; provided than the Company is promptly notified in
            writing of any such claim, suite or proceeding against the Customer.

      (b)   The Customer agrees to indemnity and hold harmless, including
            reasonable attorney's fees, the Company, its' corporate affiliates,
            and any employee or agent thereof, and clients of the Company (each
            of the foregoing being hereinafter referred to individually as the
            "Indemnified Party") against liability to third parties, other than
            liability solely the fault of the Indemnified Party, from any claim,
            suite or proceeding against the Company arising from any business
            activity of the Customer or the Customer's employees, agents or
            representatives; provided that the customer is promptly notified in
            writing of any such claim, suite or proceeding against the Company.

12.   GENERAL PROVISIONS

      (a)   Relationship of the Parties. Nothing contained in this Agreement
            shall be


                                        9



            construed as conferring upon Customer, directly or indirectly, any
            rights beyond those expressly provided herein. Furthermore, nothing
            contained in this Agreement shall be construed as creating a joint
            venture, partnership or employment relationship between the parties.

      (b)   Entire Agreement; Amendment. This Agreement constitutes the entire
            understanding between the parties with respect to its subject matter
            and supersedes all previous negotiations, representations,
            understandings and agreements. No amendment of this Agreement shall
            be effective unless such amendment is in writing and has been signed
            by both of the parties.

      (c)   Governing Law. This Agreement shall be governed and interpreted in
            accordance with the laws of the State of California without regard
            to its choice of law rules. Customer hereby consents to the
            jurisdiction of the courts of the State of California and the
            federal courts located in the State of California, including the
            exercise of personal jurisdiction over it by such courts.

      (d)   Compliance with Laws. Customer will comply with all applicable laws,
            rules and regulations in its performance of this Agreement.

      (e)   Assignment. No assignment of this Agreement by Customer shall be
            effective without the prior written consent of Company, provided,
            however, that Customer may assign this Agreement, without the
            consent of Company, to a successor-in interest as the result of a
            merger or to a purchaser of a substantial portion of the business or
            operations of Customer.

      (f)   Notices. Any notice, payment, demand or communication required or
            permitted to be given by any provision of this Agreement shall be in
            writing and shall be delivered personally to the party to whom the
            same is directed, or sent by regular, registered or certified mail,
            addressed to the party to whom directed at its address as set forth
            on page 1 of this Agreement or to such other address as such party
            may from time to time specify by notice to the parties. Any such
            notice shall be deemed to be delivered, given and received for all
            purposes as of the date so delivered, if delivered personally or if
            sent by regular mail, as of the date on which the same was deposited
            in a regularly maintained receptacle for the deposit of United
            States mail if sent by registered or certified mail, postage and
            charges prepaid.

      (g)   Force Majeure. The Company shall not be liable for any period of
            delay or failure to perform any obligation herein when the delay is
            due to any cause beyond its control including but not limited to
            acts of God, fire, floods, wars, terrorist attacks, accidents, labor
            disputes or shortages, power failures, governmental laws,
            ordinances, rules and regulations, inability to obtain material,
            equipment or transportation, and any other similar or different
            contingency.

      (h)   Further Assurance. The parties agree to execute such documents as
            may be


                                       10



            required in order to carry out the transactions contemplated herein
            and each party shall cooperate and take all such further actions as
            may be reasonably required to carry out the transactions
            contemplated by this Agreement.

      (i)   Headings. The headings contained in this Agreement are for reference
            and convenience only and shall not affect in any way the meaning or
            interpretation of this Agreement.

      (j)   Severability. If any provision of this Agreement is held to be
            illegal, invalid or unenforceable, the parties agree to replace it
            with a substitute provision that reflects the original provision as
            nearly as possible in accordance with applicable law, and the other
            provisions of this Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the panties have executed this Agreement as of the
last date shown below.

American Honda Finance Corporation         triVIN, Inc.
----------------------------------         ------------

By:__________________________________      By:__________________________________

Name:________________________________      Name:________________________________

Title:_______________________________      Title:_______________________________

Date:________________________________      Date:________________________________


                                       11



Schedule 1 - Company Fees by State



---------------------------------------------------------------------------------------------------
                                                                                            Company
                                 Effective   Indicia   Installation Fee                       ELT
            State                  Date        Y/N        (one time)      Monthly Support   Charge
---------------------------------------------------------------------------------------------------

ELT Products
---------------------------------------------------------------------------------------------------
1- 2 ELT States in Production     12/1/01      No       Not Applicable    Not Applicable     $.82
---------------------------------------------------------------------------------------------------
3 ELT States in Production        12/1/01      No       Not Applicable    Not Applicable     $.72
---------------------------------------------------------------------------------------------------
4 ELT States in Production        12/1/01      No       Not Applicable    Not Applicable     $.65
---------------------------------------------------------------------------------------------------
5 - 6 ELT States in Production    12/1/01      No       Not Applicable    Not Applicable     $.59
---------------------------------------------------------------------------------------------------
7+ ELT States in Production       12/1/01      No       Not Applicable    Not Applicable     $.53
---------------------------------------------------------------------------------------------------
ERT Products
---------------------------------------------------------------------------------------------------
  Not Applicable
---------------------------------------------------------------------------------------------------
Total Title Mgt
---------------------------------------------------------------------------------------------------
  Not Applicable
---------------------------------------------------------------------------------------------------
National Inquiries
---------------------------------------------------------------------------------------------------
  Not Applicable
---------------------------------------------------------------------------------------------------


ELT Product Billing:

  -   Any state fees or charges are the responsibility of the Customer

  -   Fees will be invoiced monthly with payment due within 30 days of invoice
      date. Late charges will be accrued only if the payment date exceeds 60
      days from the invoice date.

  -   For purposes of ELT, a transaction is composed of two segments, an account
      segment and a title segment

  -   This Company ELT charge is based on each transaction that is set up within
      the system (either account or title whichever is received first). Only one
      segment of each transaction is chargeable.

American Honda Finance Corporation         triVIN, Inc.
----------------------------------         ------------

By:__________________________________      By:__________________________________

Name:________________________________      Name:________________________________

Title:_______________________________      Title:_______________________________

Date:________________________________      Date:________________________________


                                       12



Schedule 2 - Total Title Administration Processing Guidelines

                          PAGE INTENTIONALLY LEFT BLANK


                                       13



Schedule 3 - Electronic Data Interface

Goals

The following are the goals for establishing data transfers between the Customer
and the Company:

      o     Ensure the security and integrity of the data being exchanged
            between the Customer and the Company.

      o     Reduce manual activities by the Customer's branch personnel.

      o     Support electronic matching, comparison and validation ("title
            perfection") of account and title data.

      o     Allow "perfected title" information to be uploaded from the
            Company's system to the Customer's, to automate the update of the
            title status for the loan (Shaw) or lease (LeMans).

      o     Evaluate validity of "perfected titles" the Company currently has as
            active records, resolving missing information or discrepancies that
            might exist, where needed.

      o     Improve the quality of title/account data being shared between the
            Company and the Customer.

      o     To more effectively utilize the capabilities of the Company's title
            tracking processes.

      o     Establish a protocol and methodology for effectively expanding ELT
            usage to other states without additional technical support from the
            Customer.

Process Overview

The use of electronic file transfers requires the following file exchanges:

      o     Download of Customer New Loan/Lease File: On an ongoing basis, New
            Account data from Shaw and LeMans will be downloaded to the Company.
            This data will be used to electronically match account and title
            data within the Company's system and to initiate comparison and
            "title perfection." Title/Account discrepancies will also be noted
            for Customer resolution.

      o     Upload from the Company to the Customer of New "Perfected" Titles:
            On an ongoing basis, New "Perfected" Titles will be uploaded to the
            Customer. This data will be used to electronically update the
            corresponding Customer retail or lease account in Shaw or LeMans
            with "perfected title" information.


                                       14



Assumptions

      o     Because "releases" are not included in the Downloaded file, the
            Customer staff will manually process release information.

      o     Data in the file transfer sent from the Customer is the intended
            data set. The Company cannot guarantee the contents of the data. The
            Company can only verify the file format.

      o     Data in the file transfer sent from the Company is the intended data
            set.

Risks

      o     If data files are not received and processed at specified times,
            Service Level standards may be compromised.

System Design

                 Download (Loan and Lease Data) File Description

      o     Intended use: New Loans and Leases

      o     Frequency: Daily file

      o     Approximate File Size: 1 MB

      o     Approximate Record Count: Approximately 500 records

      o     Send Time: Circa 5:00 am PST

      o     Receive Time: Circa 7:00 am PST

      o     Transfer Method: FTP - Encrypted File

File formats will be mutually agreed upon and may be modified with the mutual
consent of the Company and the Customer.

                Upload ("Perfected Title" Data) File Description

      o     Intended use: New "Perfected" titles

      o     Frequency: Daily file

      o     Approximate File Size: 225 MB

      o     Approximate Record Count: Approximately 500 records

      o     Send Time: Circa 4:00 pm PST

      o     Receive Time: Circa 6:00 pm PST

      o     Transfer Method: FTP - Encrypted File

File formats will be mutually agreed upon and may be modified with the mutual
consent of the Company and the Customer.


                                       15



Testing

Testing including encryption/decryption activities, file transfers and
processing have been satisfactory completed by both the Customer and the
Company.


                                       16



                         AMENDMENT TO CUSTOMER AGREEMENT

      This Amendment to Customer Agreement dated as of January 7, 2004 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.

                                    RECITALS

      This Amendment is made with reference to the following facts:

      A.    The parties hereto are parties to a Customer Agreement dated as of
February 5, 2002. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for such terms in the Customer Agreement. Pursuant
to the Customer Agreement, Company provides software-based services In
connection with, DMV Online Programs as well as products and services that
facilitate title management.

      B.    Subject to the terms and conditions set forth herein, Company and
Customer have agreed to amend the customer Agreement as set forth below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and benefits
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:

      1.    Effective as of January 7, 2004, a subsection (d) is added to
            Section 6 to read as follows:

            (d)   Company agrees to indemnify Customer for the reasonable costs,
                  expenses, losses and liabilities the Customer incurs when they
                  sustain a loss as a result of the failure to reflect Customer
                  (or an affiliate) as lienholder or owner, as appropriate, on
                  the New York vehicle title where the cause of that failure is
                  mutually agreed upon by the Company and the Customer to be the
                  Responsibility of the Company. The Company's Responsibility
                  includes:

      FDI Responsibility:

      o     Provide software solutions that reflect the written ELT
            specifications as provided by New York.

      o     Receive New Business files and import qualifying accounts received
            from HFS in a timely manner.

      o     Submit electronic New York lien filings in a timely manner on
            qualifying New York accounts that contain sufficient data as
            required by the state.


                                       17



      o     Retrieve and display lien confirmations and error messages returned
            by New York in a timely manner so that error situations can be
            promptly resolved by HFS.

      o     Return perfected title information to HFS on a timely basis so that
            they can update their database.

      o     Provide accurate documentation and reasonable support to respond to
            questions or concerns raised by HFS

      It is both the Company's and the Customer's intent to resolve performance
      issues in a manner reflecting the relationship that exists between the two
      entities. Accordingly, negotiations between the Company and the corporate
      designee(s) as appointed by the Customer will be reasonable and in good
      faith.

      This Indemnity obligation shall only apply to new account transactions
      that are electronically received by the Company after January 7, 2004 and
      shall not exceed in the aggregate the total fees paid by Customer for
      Electronic Len and Title services in participating states during the
      twelve (12) month period preceding the first claim. In addition, this
      indemnification does not extend to claims to the extent they arise out of
      the negligence, willful misconduct or other fault of any Indemnified Party
      or the individual State in which the vehicle title was to be recorded, or
      out of circumstances beyond the control of the Company. This
      indemnification shall survive the termination of the Customer Agreement.

      Sections 6(a), 6(b) and 6(c) shall continue to remain in effect.

      2.    This Amendment sets forth the entire agreement of the parties hereto
            with respect to the subject matter hereof. Neither this Amendment
            nor any term hereof may be amended, waived, discharged or terminated
            except by a writing signed by each of the parties hereto.

      3.    Except as otherwise provided herein, all terms and conditions of the
            Customer Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

American Honda Finance Corporation         triVIN, Inc.
----------------------------------         ------------

By:__________________________________      By:__________________________________

Name:________________________________      Name:________________________________

Title:_______________________________      Title:_______________________________

Date:________________________________      Date:________________________________


                                       18



Amendment 2 - End of Term Processing

                         AMENDMENT TO CUSTOMER AGREEMENT

      This Amendment to Customer Agreement dated as of June 20, 2005 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.

                                    RECITALS

      This Amendment is made with reference to the following facts:

      A.    The parties hereto are parties to a Customer Agreement dated as of
February 5, 2002. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for such terms in the Customer Agreement. Pursuant
to the Customer Agreement, Company provides software-based services in
connection with DMV Online programs as well as products and services that
facilitate title management.

      B.    Subject to the terms and conditions set forth herein, Company and
Customer (together the Parties) have agreed to amend the Customer Agreement as
set forth below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and benefits
contained herein, and for other goad and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:

      1.    Definitions:

            a.    "Responsibility Matrix" means that document produced by the
                  Parties during implementation that covers the scope and
                  magnitude of the services to be provided under this agreement;
                  together with any modifications and changes thereto that the
                  parties may agree upon. Any such changes or modifications
                  shall be in writing.

            b.    "Service Level Standard" means the performance measurements
                  agreed to by Parties during implementation that defines the
                  timeliness and quality of services provided by the Company.
                  Any such changes or modifications shall be in writing.

      2.    Effective as of July 1, 2005, the Company hereby agrees to provide
            the Services described in Schedule 2 and further detailed on the
            attached Responsibility Matrix. In providing the Services, the
            Company will meet the requirements and comply with the Service Level
            Standards included in the Responsibility Matrix. Because of the
            evolving nature of title administration services, the Company has
            the right in its discretion to amend its processes, requirements and
            Service Level


                                       19



            Standards from time to time. Any mutually agreed upon variation in
            requirements, processes and service level standards that materially
            revise the process or would require additional costs for the
            Customer must be approved by the Customer in advance with at least
            30 business days prior written notice, which approval will not be
            unreasonably withheld. Material revisions include changes that
            modify defined activities, revise the outcome or frequency of tasks,
            or impact cost.

      3.    Effective as of July 1, 2005, the Company and Customer hereby agree
            to the revised Pricing Schedule described in Schedule 1.

      4.    This Amendment sets forth the entire agreement of the parties hereto
            with respect to the subject matter hereof. Neither this Amendment
            nor any term hereof may be amended, waived, discharged or terminated
            except by a writing signed by each of the parties hereto.

      5.    The term of this amendment is subject to the term of the Customer
            Agreement.

      6.    Except as otherwise provided herein, all terms and conditions of the
            Customer Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

American Honda Finance Corporation         triVIN, Inc.
----------------------------------         ------------

By:__________________________________      By:__________________________________

Name:________________________________      Name:________________________________

Title:_______________________________      Title:_______________________________

Date:________________________________      Date:________________________________


                                       20



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                                       21



Schedule 1 - Company Fees by State



-----------------------------------------------------------------------------------------------------------------------------------
                                                            Indicia   Installation        Monthly       ELT     ERT    Title Admin.
             State / Product                Effective Date    Y/N    Fee (One Time)       Support      Charge  Charge     Charge
-----------------------------------------------------------------------------------------------------------------------------------

                       ELT Products
-----------------------------------------------------------------------------------------------------------------------------------
1-2 ELT States in Production                   12/01/01       No     Not Applicable   Not Applicable    $.82
-----------------------------------------------------------------------------------------------------------------------------------
3 ELT States in Production                     12/01/01       No     Not Applicable   Not Applicable    $.72
-----------------------------------------------------------------------------------------------------------------------------------
4 ELT States in Production                     12/01/01       No     Not Applicable   Not Applicable    $.65
-----------------------------------------------------------------------------------------------------------------------------------
5-6 ELT States in Production                   12/01/01       No     Not Applicable   Not Applicable    $.59
-----------------------------------------------------------------------------------------------------------------------------------
7+ ELT States in Production                    12/01/01       No     Not Applicable   Not Applicable    $.53
-----------------------------------------------------------------------------------------------------------------------------------
                       ERT Products
-----------------------------------------------------------------------------------------------------------------------------------
Ohio e-Titling Product                          6/1/03        No     Not Applicable   Not Applicable           $ 5.00
-----------------------------------------------------------------------------------------------------------------------------------
      End of Lease Term Processing - See Schedule 2
-----------------------------------------------------------------------------------------------------------------------------------
Receipt and processing of titles received
from the Regions or jurisdictions              7/01/05        No     Not Applicable   Not Applicable                      $1.05
-----------------------------------------------------------------------------------------------------------------------------------
Title disposition - Auction or
return to AHFC                                 7/01/05        No     Not Applicable   Not Applicable                      $1.00
-----------------------------------------------------------------------------------------------------------------------------------
Title Disposition - Sale to
Dealer or Lessee                               7/01/05        No     Not Applicable   Not Applicable                      $1.28
-----------------------------------------------------------------------------------------------------------------------------------
Title Correction, Maintenance,
or Duplicate                                   7/01/05        No     Not Applicable   Not Applicable                      $6.00
-----------------------------------------------------------------------------------------------------------------------------------
Motor Vehicle Inquiry - Online or Web          7/01/05        No     Not Applicable   Not Applicable                      $2.00
-----------------------------------------------------------------------------------------------------------------------------------
Motor Vehicle Inquiry - Call, Letter, Fax      7/01/05        No     Not Applicable   Not Applicable                      $5.00
-----------------------------------------------------------------------------------------------------------------------------------
Custom Programming / Development               7/01/05        No     Not Applicable   Not Applicable                    $155 / Hr.
-----------------------------------------------------------------------------------------------------------------------------------



                                       22



Schedule 1 (cont'd)

ELT Product Billing:

  o   Any state fees or changes are the responsibility of the Customer

  o   Fees will be invoiced monthly with payment due within 30 days of the
      invoice date. Late charges will be accrued only if the payment date
      exceeds 60 days from the invoice date.

  o   For purposes of ELT, a transaction is composed of two segments, and
      account segment and a little segment.

  o   The Company ELT Charge is based on each transaction that is set up within
      the system (either account or title whichever is received first). Only one
      segment of each transaction is chargeable.

ERT Product Billing:

  o   Any state or agency fees or charges are the responsibility of the Customer

  o   State fees and FDI charges are payable at the time of the transaction via
      ACH unless an alternative method is mutually agreed upon.

Total Title Administration Product:

  o   Any state or agency fees or charges are the responsibility of the Customer

  o   All postage or overnight fees are a direct pass through to the Customer

  o   Requirements and effort for any customized programming or development must
      be agreed upon in writing prior to the start of the project

  o   Service Level Standards are included in this Amendment.

American Honda Finance Corporation          triVIN, Inc.
----------------------------------          ------------

By:    _______________________________      By:    _____________________________

Name:  _______________________________      Name:  _____________________________

Title: _______________________________      Title: _____________________________

Date:  _______________________________      Date:  _____________________________


                                       23



Schedule 2 - Total Title Administration Guidelines

The Customer has elected to outsource to the Company certain end of lease term
title processing. See the attached Responsibility Matrix, which details
processes, responsibilities, and Service Level Standards.

American Honda Finance Corporation          triVIN, Inc.
----------------------------------          ------------

By:    _______________________________      By:    _____________________________

Name:  _______________________________      Name:  _____________________________

Title: _______________________________      Title: _____________________________

Date:  _______________________________      Date:  _____________________________


                                       24



Responsibility Matrix - End of Lease Term Processing



---------------------------------------------------------------------------------------------------------
FDI Deliverable                                       Comment
---------------------------------------------------------------------------------------------------------

Receipt from AHFC of manifest of Leases Expiring in   This list is used as the starting point for all
6 months added to FDI's database                      activities taken to centralize titles in advance of
                                                      end of lease term.
---------------------------------------------------------------------------------------------------------
Paper Title request will be sent electronically to    FDI will follow the methodology currently used to
the participating DMV If lease secured by an          obtain paper titles from e-titles at receipt of
e-title is on the Manifest                            Manifest
---------------------------------------------------------------------------------------------------------
Provide list / report of paper titles to a Regional
Office of leases and balloons secured by a paper
title
---------------------------------------------------------------------------------------------------------
Receipt of paper titles from a Regional Office and    FDI will scan, optically read and verify title data
the DMVs and matching to lease or balloon account     and match with lease existing in file
in specialized end of term database
---------------------------------------------------------------------------------------------------------
Obtain Duplicate Titles as requested by a. Regional   In the event that a Regional Office cannot locate a
Office                                                paper title, FDI may be asked to obtain a duplicate
                                                      title on behalf of the Region
---------------------------------------------------------------------------------------------------------
Perform Motor Vehicle Inquiry as requested by a       In the event that a Regional Office cannot locate a
Regional Office                                       paper title, FDI may be asked to perform a Motor
                                                      Vehicle Inquiry on their behalf
---------------------------------------------------------------------------------------------------------
FDI will store paper titles in a secured, fire
protected area pending disposition information from
AHFC
---------------------------------------------------------------------------------------------------------
FDI will submit title to the DMV for correction or    It is anticipated that very few title corrections
maintenance as directed by AHFC                       will be required. Title maintenance should also be
                                                      limited during the last 6 months of the term
---------------------------------------------------------------------------------------------------------
FDI will provide reports / list of titles not         A Regional Office will take steps to provide titles
received within given time frames.                    that were not in hand (as either paper or e-title)
                                                      at request 6 months prior to end of term
---------------------------------------------------------------------------------------------------------
FDI will take actions on the missing e-titles as      FDI will follow-up for receipt of paper titles
they were requested by FDI.                           relating to lease originally secured by e-titles.
---------------------------------------------------------------------------------------------------------
Receipt of disposition information electronically     The disposition status provided electronically are
from AHFC                                             Sale of Leased Vehicles to Lessee; Sale of Leased
                                                      Vehicles to Dealer and / or Auction disposal; and
                                                      Disposition of Balloon Vehicle via Auction.
---------------------------------------------------------------------------------------------------------
At receipt of "SL" Release Type on lease account,     Sale of Leased Vehicle to Lessee
FDI will generate a thank you letter to the lessee
and a bill of sale / odometer statement for that
party listed by AHFC as purchasing the vehicle and
route to the
---------------------------------------------------------------------------------------------------------



                                       25





---------------------------------------------------------------------------------------------------------
FDI Deliverable                                       Comment
---------------------------------------------------------------------------------------------------------

purchaser
---------------------------------------------------------------------------------------------------------
At receipt of "AU" Release Type on lease account,     Sale of Leased Vehicle to Dealer (at end of term or
FDI will generate a thank you letter to the lessee    via VIPS)
and route title to the dealer along with cover
letter if needed
---------------------------------------------------------------------------------------------------------
At receipt of "BA" Release Type, FDI will generate    Lease or Balloon Vehicle disposed of via Auction
a thank you letter to the borrower and route title
to the auction
---------------------------------------------------------------------------------------------------------
At receipt of "RO" Release Type on balloon account,   Borrower payoff of Balloon - vehicle being kept by
FDI will generate a thank you letter to the           the Borrower
borrower and route title to the borrower.
---------------------------------------------------------------------------------------------------------
At receipt of "LO" Release Type on balloon account,   Dealer elects to acquire Balloon vehicle
FDI will generate a thank you letter to the
borrower and route title with a cover to the
dealer.
---------------------------------------------------------------------------------------------------------
Upload of release confirmation of AHFC                This information will be used by AHFC to record
                                                      title mail date and signify the closing of FDI
                                                      activities
---------------------------------------------------------------------------------------------------------


AHFC and FDI will develop Statement of Work as a more detailed documentation of
the activities outlined in the Responsibility Matrix.

Service level Agreements - End of Lease Term Processing


                                       26





---------------------------------------------------------------------------------------------------------
Task                                                  Standard
---------------------------------------------------------------------------------------------------------

Process all files received from AHFC                           Within 1 Business Day of Receipt
---------------------------------------------------------------------------------------------------------
Titles / Mail received, opened, sorted, imaged,                Within 5 Business Days of Receipt
optically read, the OCR data  verified, and title
date uploaded to OTTS
---------------------------------------------------------------------------------------------------------
Upload required data to AHFC                                   As Mutually Agreed Upon with AHFC
---------------------------------------------------------------------------------------------------------
Correction of Title / Title Maintenance               Submit to the DMV Within 2 Business Days of Request
---------------------------------------------------------------------------------------------------------
Title Follow-up Activities for Non-receipt of Title     Within 2 Business Days of Agreed Upon Scheduled
                                                                           Activity
---------------------------------------------------------------------------------------------------------
Processing of Title Disposition based on Release       Request Received by 1 PM PT will be processed by
Type                                                             end of the next Business Day
---------------------------------------------------------------------------------------------------------


FDI will provide a monthly reporting of performance to Service Level Agreement
based on mutually developed criteria. Failure to meet Service Level Standards
may result in fee discounts or penalties to FDI. Such changes would require
mutual written agreement between AHFC and FDI prior to execution.


                                       27



Amendment 3 - General Agreement Changes

                         AMENDMENT TO CUSTOMER AGREEMENT

      This Amendment to Customer Agreement dated as of June 20, 2005 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.

                                    RECITALS

      This Agreement is made with reference to the following facts:

      A.    The parties hereto are parties to a Customer Agreement dated as of
February 5, 2002. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for such terms in the Customer Agreement. Pursuant
to the Customer Agreement, Company provides software-based services in
connection with DMV Online Programs as well as products and services that
facilitate title management.

      B.    Subject to the terms and conditions set forth herein, Company and
Customer (together the Parties) have agreed to amend the Customer Agreement as
set forth below.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and benefits contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:

      1.    Right to Audit. The Company shall permit the Customer, at the
      Customer's sole cost and expense, to review and audit its records and
      operations to ensure compliance with the terms of this Customer Agreement,
      and will provide full cooperation and reasonable assistance as needed by
      the Customer in connection with such reviews.

      2.    Privacy. The Company shall not use any Borrower Information received
      from the Customer or obtained as a result of services performed for the
      Customer except as necessary in the ordinary course of business to perform
      Services hereunder. Notwithstanding any other provision of this Agreement,
      the Company shall implement appropriate administrative, technical, and
      physical safeguards and other appropriate measures to protect the
      security, confidentiality and integrity of Borrower Information, all as
      may be appropriate to reasonably meet the objectives of the Security
      Guidelines promulgated under the Gramm-Leach-Bliley Act as such objectives
      may be reflected in the Customer's Security Requirements. These measures
      shall be reasonably designed to ensure the security and confidentiality of
      Borrower Information, protect against any anticipated threats or hazards
      to the security or integrity of such information, and protect against
      unauthorized access to or use of such information that could result in
      substantial harm or inconvenience to any consumer.

      3.    General Security Precautions. The Company agrees to follow data
      safekeeping and backup procedures required of the Company by applicable
      law or rule or regulation of the Federal Deposit Insurance Corporation or
      the Comptroller of the Currency, as submitted to the Company by the
      Customer. Each business day the Company will prepare and preserve magnetic
      media containing the Customer's data to preclude the following data loss
      problems: (i) the inability to read or (ii) actual loss of the data at the
      Company's data center.

            (a)   Definitions. The following words shall have the meanings set
            forth below:


                                       28



                  (i)     Authentication: means the technological and
                  non-technological procedures instituted by a party to confirm
                  that the appropriate parties to a data transmission are, in
                  fact, the intended parties to the transmission.

                  (ii)    Data Integrity: means the maintenance of the
                  unadulterated contents of a computer communication from one
                  party to another without intervention, appropriation, access
                  or manipulation by third, unintended or malevolently
                  intervening parties.

                  (iii)   Encryption: means the process of scrambling data,
                  which is communicated from one computer to another, into a
                  format, which is calculated and designed to be unreadable by
                  third, intervening and unintended parties.

            Additional Security Precautions To Be Employed by the Company. The
            Company represents and warrants that its Authentication procedures
            for the Customer's use of the Online System as of the date of this
            Agreement includes Encryption for transmissions communicated between
            the Company and the Customer (and versa visa) through the Online
            System. The Company further agrees that at all times during the Term
            of this Agreement, it shall employ reasonable (relative to the
            industries in which both the Company and its customers are engaged)
            technological and non-technological procedures, protocols and
            methods of doing business which are designed and calculated to
            insure Data Integrity and the confidentiality of all Borrower
            Information, as defined herein.

      4.    Automobile Title and Records Preservation and Retention. The Company
      acknowledges that all Customer documents including but not limited to
      automobile titles (hereafter referred to as "Documents") are the property
      of the Customer.

      The Company shall safeguard the Documents and system records and agrees
      that it shall hold and be responsible for the Documents within a secured
      and controlled environment. The Company agrees that it shall protect such
      Documents from destruction or loss and shall implement policies and
      practices to prevent the unauthorized disclosure of the information
      contained therein.

      The Company shall be solely responsible for the preparation, periodic
      testing, review and implementation of the Disaster Recovery Plan, and the
      expenses associated therewith. The Customer shall retain the right to
      review and approve the disaster recovery, emergency preparedness and
      business resumption plans, and to make reasonable recommendations to the
      Company for the prudent safeguard of the Documents and the system records
      and data files. FDI will take all commercially reasonable efforts required
      to implement any such recommendations.

      See Attachment 1 - Business Recovery Overview

      5.    Fee Modification. The Company may amend any of the Fees on an annual
      basis provided that (i) the Company has given at least 60 days notice to
      the Customer of the impending price change and (ii) no fee may increase by
      more than the percentage increase in CPI for the previous twelve month
      period plus 3%. "CPI" means the Consumer Price Index - - All urban
      consumers (U.S. City Average, All Items, Base 1982-84 = 100) as published
      by the United States Department of Labor Statistics. Should the CPI
      publication be discontinued or the CPI be published less frequently or in
      some other manner altered, the parties shall jointly adopt a substitute or
      procedure which reasonably reflects consumer prices.

      6.    Change of Control. Neither party may assign this Agreement or any of
      the rights and obligations, unless the other party consents in writing
      prior to any such assignment, except that consent


                                       29



      is not required in the case of a sale of all or substantially all the
      assets or stock of that party and the successor is financially able to
      assume the obligations of this Agreement.

      7.    Title Ownership. All titles, whether paper or electronic, that are
      held by the Company remain the property of the Consumer.

            Upon termination of this Agreement, the Company shall at the
            Customer's expense (i) promptly return to the Customer, or ship via
            method specified by the Customer to a designee and/or location
            specified by the Customer, all Title Documents, Title Data and other
            materials or information provided by the Customer to the Company,
            created for the Customer by the Company hereunder, or obtained or
            compiled by the Company in the course of providing services
            hereunder, and (ii) redirect Customer unique Post Office box set up
            at the Company's facility to the address specified by the Customer,
            so that any Title Documents and correspondence in process or sent
            after termination will be automatically reshipped to the Company's
            designated location.

      8.    Limited Power of Attorney. The Customer hereby grants FDI a limited
      Power of Attorney, effective as long as this Agreement is in effect
      (unless/until revoked sooner by the Customer), to interact with the state
      Departments of Motor Vehicles on title and registration activities, to
      sign required applications, and to release Title Documents to perform the
      Services.

      9.    Terms and Conditions. Except as otherwise provided herein, all terms
      and conditions of the Customer Agreement shall remain in full force and
      effect.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

                                        TriVIN, Inc.

                                        By: ___________________________

                                        Title: ________________________


                                        AMERICAN HONDA FINANCE CORPORATION

                                        By: ___________________________

                                        Title: ________________________


                                       30



Attachment 1 - Business Recovery Overview

The following provides an overview of some of the key components of our Business
Continuity Plan:

o     Recovery Plan: Systems are recovered using system Ghost Images and Veritas
      Backup Restore points. We retain standby hardware that would replace any
      faulty hardware should a Router or Switch go bad.

o     Backups: All Client and Corporate servers are backed up nightly.
      Maintenance: All systems are systematically monitored for hardware and
      software updates and misconfiguration. System maintenance is performed
      monthly with updates and patches to hardware and software.

o     Fire Protection: We employ an FM200 fire suppression system, Local
      Handheld Halon 1211 fire extinguishers; Server rooms have a 2-hour fire
      rating. Physical Security: Use of Proximity card readers, Video
      Surveillance, and data off site storage are implemented at our Arden and
      Tribute Locations. Our Data Center uses Proximity card readers coupled
      with an ID number, retinal eye scanners, Key Cage Access, Video
      Surveillance and Mantrap door access.

o     Data Security: Data is protected by a series of access permissions,
      security auditing, firewalls, and network segmentation.

o     Network Outage: Automated system monitoring tools are used to monitor
      system utilization and availability. Problems are escalated to an on call
      technician for immediate response.

o     Information is archived according to agreed upon timeframes. Usually data
      is available online for 1 year after account termination and held for 7
      years after account termination at Iron Mountain for long term archive
      storage.

o     FDI has uninterruptible power supply protection as well as redundancy as
      it relates to telecommunication or network outage.

FDI has partnered with Raging Wire Enterprise Solutions to provide
infrastructure to support FDI's critical data center functions.

o     FDI maintains servers, which support its Collateral Manager functions at
      Raging Wire's, Class "A" data center facility. FDI is connected to the
      data center by 6 point to point T1 connections.

o     Data center was specifically designed by Ellerbe Becket and built as a
      Class "A" facility to provide 99.999% availability of power, cooling, and
      network connectivity.

o     Data center incorporates two 2-megawatt generators for critical power
      availability in the data center in the event of a utility power failure.
      Generator controls are fully automated.

o     The centralized chiller system incorporates multiple 900-ton centrifugal
      chillers, with multiple cooling towers, and no single point of failure.

o     Data center has multiple high-speed Internet connections running over both
      Gigabit Ethernet and SONET OC-3 to tier-1 Internet providers such as
      Sprint and AT&T.

o     Data Center has deployed a centralized, electronic access control system
      that provides alarm monitoring points on all personnel and equipment
      doors, as well as intrusion detection throughout the facility.


                                       31



      Photo ID badges with unique personal identification numbers, as well as
      biometric iris scanners, provide multiple levels of electronic access
      control, and also provide individual accountability throughout the
      facility.

A copy of FDI's comprehensive Business Recovery Plan will be provided upon
request.


                                       32



Amendment 4 - Title Administration

                         AMENDMENT TO CUSTOMER AGREEMENT

      This Amendment to Customer Agreement dated as of February 1, 2006 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.

                                    RECITALS

      This Amendment is made with reference to the following facts:

      A.    The parties hereto are parties to a Customer Agreement dated as
February 5, 2002 and subsequent Amendments. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth for such terms in the
Customer Agreement. Pursuant to the Customer Agreement, Company provides
software-based services in connection with DMV Online Programs as well as
products and services that facilitate title management.

      B.    Subject to the terms and conditions set forth herein, Company and
Customer (together the Parties) have agreed to amend the Customer Agreement as
set forth below.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual convenants and benefits contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:

      1.    Definitions:

            a.    "Responsibility Matrix" means that document produced by the
                  Parties during implementation that covers the scope and
                  magnitude of the services to be provided under this agreement;
                  together with any modifications and changes thereto that the
                  parties may agree upon. Any such changes or modifications
                  shall be in writing.

            b.    "Service Level Standard" means the performance measurements
                  agreed to by Parties during implementation that defines the
                  timeliness and quality of services provided by the Company.
                  Any such changes or modifications shall be in writing.

      2.    Effective as of May 1, 2006, the Company hereby agrees to provide
            the Services described in Schedule 2 and further detailed on the
            attached Responsibility Matrix. In providing the Services, the
            Company will meet the requirements and comply with the Service level
            Standards included in the Responsibility Matrix. Because of the
            evolving nature of title administration services, the Company has
            the right in its discretion to amend its processes, requirements and
            Service Level Standards from time to time. Any mutually agreed upon
            variation in requirements, processes and service level standards
            that materially revises the process or would require additional
            costs for the Customer must be approved by the Customer in advance
            with at least 30 business days prior written notice, which approval
            will not be unreasonably withheld. Material revisions include
            changes that modify defined activities, revises the outcome or
            frequency of tasks, or impact cost.

      3.    Effective as of May 1, 2006, the Company and Customer hereby agree
            to the revised Pricing Schedule described in Schedule 1.


                                       33



      4.    This Amendment sets forth the entire agreement of the parties hereto
            with respect to the subject matter hereof. Neither this Amendment
            nor any term hereof may be amended, waived, discharged or terminated
            except by a writing signed by each of the parties hereto.

      5.    The term of this amendment is subject to the term of the Customer
            Agreement.

      6.    Except as otherwise provided herein, all terms and conditions of the
            Customer Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

                                        triVIN, Inc.

                                        By: ___________________________

                                        Title: ________________________


                                        AMERICAN HONDA FINANCE ORPORATION

                                        By: ___________________________

                                        Title: ________________________


                                       34



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                                       35



Schedule 1 - Pricing Schedule



----------------------------------------------------------------------------------------------------------------------------------
                                                   Title Administration Services
----------------------------------------------------------------------------------------------------------------------------------

               Title Receipt, Follow-up, Perfection, Store and Release
----------------------------------------------------------------------------------------------------------------------------------
Paper Titles
----------------------------------------------------------------------------------------------------------------------------------
               Electronic File Exchanges                           Follow-up for Non-Receipt of           $1.73 Per Record
               Title Perfection                                    Title (2 Letters)
               Discrepancy Identification
               Handling of Non-title Documents
----------------------------------------------------------------------------------------------------------------------------------
               Title Storage                                                                                  Included
----------------------------------------------------------------------------------------------------------------------------------
               Release of Lien / Lien Satisfaction                                                        $1.20 Per Release
----------------------------------------------------------------------------------------------------------------------------------
               Sale of Lease Vehicle                                                                      $1.28 Per Release
----------------------------------------------------------------------------------------------------------------------------------
               Auction / No sign-off Title Retrieval                                                      $1.00 Per Release
----------------------------------------------------------------------------------------------------------------------------------
               Emergency Title Releases                                                                   $3.00 Per Release
----------------------------------------------------------------------------------------------------------------------------------
E-Titles
----------------------------------------------------------------------------------------------------------------------------------
               Electronic File Exchanges                 Follow-up for Non-Receipt of Titles (2           $1.28 Per Record
               Title Perfection                      Letters)
               Discrepancy Identification                Title Storage
----------------------------------------------------------------------------------------------------------------------------------
               Flip e-title on lease vehicle to paper title 6 months prior to end of lease term               Included
----------------------------------------------------------------------------------------------------------------------------------
               Release of Lien / Request of Paper Title                                                   $0.89 Per Release
----------------------------------------------------------------------------------------------------------------------------------
                                          Miscellaneous Titling Activities
----------------------------------------------------------------------------------------------------------------------------------
               DMV Inquiry - On-line or Web                                                               $2.50 Per Inquiry
----------------------------------------------------------------------------------------------------------------------------------
               DMV Inquiry - Phone, Fax or Letter                                                         $6.00 Per Inquiry
----------------------------------------------------------------------------------------------------------------------------------
               Title Correction                                                                         $6.00 Per Correction
----------------------------------------------------------------------------------------------------------------------------------
               Duplicate Titles                                                                    $6.00 Per Duplicate Application
----------------------------------------------------------------------------------------------------------------------------------
               Re-registrations (State Changes ) / Substitution of Vehicle                             $6.00 Per State Change
----------------------------------------------------------------------------------------------------------------------------------
               Name Changes / Transfer of Equity or Assumption                                          $7.50 Per Name Change
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
               Customized Programming - Hours agreed to in advance of work                                  $155 Per Hour
----------------------------------------------------------------------------------------------------------------------------------
                                        Specialized End of Term Processing
----------------------------------------------------------------------------------------------------------------------------------
               Specialized Ohio End of Term Lease Processing for Sale to Lessee                          $5.00 Per Transfer
----------------------------------------------------------------------------------------------------------------------------------
               Specialized Illinois End of Term Lease Processing for Sale to Lessee                      $7.50 Per Transfer
----------------------------------------------------------------------------------------------------------------------------------
               Rework Activity for missing POA, Odometer Reading, etc.                                   $7.50 Per Transfer
----------------------------------------------------------------------------------------------------------------------------------



                                       36





----------------------------------------------------------------------------------------------------------------------------------
                                        Title Administration Services
----------------------------------------------------------------------------------------------------------------------------------

                                    Paper Title Conversion from HFS to FDI
----------------------------------------------------------------------------------------------------------------------------------
               Shelf to Shelf Conversion of existing paper titles - no audit or title image        $0.25 Per Record
----------------------------------------------------------------------------------------------------------------------------------
               Release Fees                                                                        See Paper and E-Title Fees
----------------------------------------------------------------------------------------------------------------------------------
               Miscellaneous Titling Activities                                                    See Associated Fees by Activity
----------------------------------------------------------------------------------------------------------------------------------
               Specialized End of Term Processing                                                  See Associated Fees by Activity
----------------------------------------------------------------------------------------------------------------------------------




----------------------------------------------------------------------------------------------------------------------------------
                                                           ERT Products
----------------------------------------------------------------------------------------------------------------------------------
   State / Product          Effective                   Installation Fee       Monthly                          ERT
                              Date       Indicia Y/N       (One Time)          Support                         Charge
----------------------------------------------------------------------------------------------------------------------------------

Ohio e-Titling Product       6/1/03          No          Not Applicable     Not Applicable                     $5.00
----------------------------------------------------------------------------------------------------------------------------------


      Total Title Administration Product:

      o     Any state or agency fees or charges are the responsibility of the
            Customer

      o     All postage or overnight fees are a direct pass through to the
            Customer

      o     Requirements and effort for any customized programming or
            development must be agreed upon in writing prior to the start of the
            project

      o     Service Level Standards are included in this Amendment

      o     Fees will be Invoiced monthly with payment due within 30 days of the
            invoice date. Late charges will be accrued only if they payment date
            exceeds 60 days from the invoice date.

      o     The Company Paper of E-Title Per Record Charge is based on each
            transaction that is set up within the system (either account or
            title whichever is received first). Only one segment of each
            transaction is chargeable.


                                       37



Schedule 1 (continued)

ERT Product Billing:

  o   Any state fees or charges are the responsibility of the Customer

  o   State fees and FDI charges are payable at the time of the transaction via
      ACH unless an alternative method is mutually agreed upon.

American Honda Finance Corporation          triVIN, Inc.
----------------------------------          ------------

By:    _______________________________      By:    _____________________________

Name:  _______________________________      Name:  _____________________________

Title: _______________________________      Title: _____________________________

Date:  _______________________________      Date:  _____________________________


                                       38



Schedule 2 - Total Title Administration Guidelines

The Customer has elected to outsource to the Company certain Title
Administration Services. See the attached Responsibility Matrix, which details
processes, responsibilities, and Service Level Standards.

American Honda Finance Corporation          triVIN, Inc.
----------------------------------          ------------

By:    _______________________________      By:    _____________________________

Name:  _______________________________      Name:  _____________________________

Title: _______________________________      Title: _____________________________

Date:  _______________________________      Date:  _____________________________


                                       39



Responsibility Matrix - Title Administration Services



---------------------------------------------------------------------------------------------------------
FDI Deliverable                                       Comment
---------------------------------------------------------------------------------------------------------

Electronic exchange of account and title data with    AHFC will send accounts to FDI on a daily basis and
AHFC and the DMV                                      FDI will return data relating to title status. FDI
                                                      will exchange electronic title and release data
                                                      with states participating in ELT
---------------------------------------------------------------------------------------------------------
Receipt of paper titles from DMVs and matching to     FDI will scan, optically read and verify title data
account record as provided by AHFC                    and match with lease existing in file - Title
                                                      Perfection
---------------------------------------------------------------------------------------------------------
Receipt of e-titles from the DMV and matching to      Title Perfection
account record as provided by AHFC
---------------------------------------------------------------------------------------------------------
Return of non-title mail to AHFC                      A document handling matrix will be mutually
                                                      developed to document routing requirements
---------------------------------------------------------------------------------------------------------
Electronic update to AHFC of title perfection
information
---------------------------------------------------------------------------------------------------------
Identification of discrepancies between title and     AHFC will have the final decision as to whether a
account data and title correction where required      title requires correction. If correction is
                                                      required, FDI will return the title to the Dealer
                                                      or DMV as directed and follow-up for return of
                                                      corrected title.
---------------------------------------------------------------------------------------------------------
FDI will store paper titles in a secured, fire
protected area pending disposition information from
AHFC
---------------------------------------------------------------------------------------------------------
FDI will send two letters following up for            Title follow-up letters will list FDI's telephone
non-receipt of titles                                 number
---------------------------------------------------------------------------------------------------------
Perform Motor Vehicle Inquiry it titles are not       If a negative inquiry is returned, AHFC will be
received within required time frames                  advised of an open unresolved title situation
---------------------------------------------------------------------------------------------------------
Obtain Duplicate Titles as required                   This process includes customer contract for
                                                      signature where required
---------------------------------------------------------------------------------------------------------
Title Maintenance Activities such a State Changes,    FDI will pull the title and route along with state
Name Changes, etc.                                    request form to the DMV, agent, or dealer as
                                                      requested by AHFC. FDI will follow-up for return of
                                                      the revised title
---------------------------------------------------------------------------------------------------------
Six months in advance of end of lease term, FDI       Paper title requests will be electronically sent to
will flip any electronically held titles to paper     the DMV
titles
---------------------------------------------------------------------------------------------------------



                                       40





---------------------------------------------------------------------------------------------------------
FDI Deliverable                                       Comment
---------------------------------------------------------------------------------------------------------

Receipt of disposition / release of information       The disposition status provided electronically are
electronically from AHFC                              Sale of Leased Vehicles to Lessee; Sale of Leased
                                                      Vehicles to Dealer and / or Auction disposal; and
                                                      Disposition of Balloon Vehicle via Auction.
---------------------------------------------------------------------------------------------------------
Borrower Payoff of Loan (RO Release Type)             At receipt of RO Release Type on account, FDI will
                                                      generate a thank you letter to the borrower and
                                                      route executed title to the borrower
---------------------------------------------------------------------------------------------------------
Third Party Payoff of Loan (LO Release Type)          At receipt of LO Release Type on account, FDI will
                                                      generate a thank you letter to the borrower, a
                                                      cover letter to the third party and route executed
                                                      title as directed by AHFC to the third party
---------------------------------------------------------------------------------------------------------
Sale of Leased Vehicle to the Lessee as directed by   FDI will generate a thank you letter to the lessee
AHFC (SL Release Type)                                and a bill of sale / odometer statement for that
                                                      party listed by AHFC as purchasing the vehicle and
                                                      route to the purchaser along with the executed
                                                      title
---------------------------------------------------------------------------------------------------------
Sale of Leased Vehicle to the Dealer - Non-VIPS (AU   FDI will generate a cover letter and route to the
Release Type)                                         purchaser along with the executed tile
---------------------------------------------------------------------------------------------------------
Sale of Leased Vehicle to the Dealer - VIPS (DS       FDI will generate a cover letter and route to the
Release Type)                                         purchaser along with the executed title
---------------------------------------------------------------------------------------------------------
Release to Auction (BA Release Type)                  FDI will generate a cover letter and sent the
                                                      unexecuted title to auction
---------------------------------------------------------------------------------------------------------
Upload of release confirmation to AHFC                This information will be used by AHFC to record
                                                      title mail date and signify the closing of FDI
                                                      activities
---------------------------------------------------------------------------------------------------------
Specialized handling of Ohio and Illinois end of
lease term exceptions
---------------------------------------------------------------------------------------------------------

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


AHFC and FDI will develop Statement of Work as a more detailed documentation of
the activities outlined in the Responsibility Matrix.


                                       41



Service Level Agreements - Title Administration Services



---------------------------------------------------------------------------------------------------------
Task                                                  Standard
---------------------------------------------------------------------------------------------------------

Process all files received from AHFC or the DMV                Within 1 Business Day of Receipt
---------------------------------------------------------------------------------------------------------
Titles / Mail received, opened, sorted, imaged,                Within 5 Business Days of Receipt
optically read, the OCR data verified, and title
date uploaded to OTTS
---------------------------------------------------------------------------------------------------------
Upload required data to AHFC                                   As Mutually Agreed Upon with AHFC
---------------------------------------------------------------------------------------------------------
Correction of Title / Title Maintenance               Submit to the DMV Within 5 Business Days of Request
---------------------------------------------------------------------------------------------------------
Title Follow-up Activities for Non-receipt of Title     Within 2 Business Days of Agreed Upon Scheduled
                                                                           Activity
---------------------------------------------------------------------------------------------------------
Processing of Title Maintenance or Duplicate Title     Within 5 Business Days of required information to
Requests                                                           submit request to the DMV
---------------------------------------------------------------------------------------------------------
Processing of Title Disposition based on Release       Request Received by 1 PM PT will be processed by
Type                                                             end of the next Business Day
---------------------------------------------------------------------------------------------------------


FDI will provide a monthly reporting of performance to Service Level Agreement
based on mutually developed criteria. Failure to meet Service Level Standards
may result in fee discounts or penalties to FDI. Such changes would require
mutual written agreement between AHFC and FDI prior to execution.


                                       42