LoanTrade Inc.

$10.5 Million

Auto Deficiency and Mixed Consumer Loan

Charge-Off Portfolio

Mid Atlantic Commercial Bank

70% New Jersey and Pennsylvania

LoanTrade Inc. is pleased to exclusively present our client’s direct offer to sell its portfolio of charged-off auto deficiency and mixed consumer loans. The Seller is a large regional commercial bank located in the Mid Atlantic area.

The portfolio consists primarily of indirectly originated auto/truck deficiency loans (65%) and miscellaneous & unsecured personal loans (35%). All accounts have recently been recalled from secondary collection agencies. The weighted average last payment year is 1996. The portfolio’s geographic concentration in the Mid Atlantic area should make it attractive for buyers familiar with collection practices in this region.

*Pool ID*	Balance*	*Count*	*Ave. Balance*
NJ	$3,853,448	732	$5,264
PA	$3,638,610	698	$5,212
Other U.S.	$3,073,232	574	$5,354
Total Portfolio	$10,565,290	2,004	$5,272

Please Note: Pools are available as shown, or the portfolio may be purchased in its entirety. Pools will not be sub-divided. *Some loan balances may include interest accrued after the charge-off date.

THIS IS A COMPETITIVE SEALED BID OFFERING

PRE-BID DUE DILIGENCE:	5/1/00 to 5/22/00
*BID DATE:*	*5/23/00*
FUNDING DATE:	5/26/00

Important Portfolio Facts:

Total Accounts: 2,004

Average Loan Balance: $5,272

This is an “AS IS” sale. Limited Seller Representations

Resale Permitted (no prior approval required)

Documentation Support: While Seller will not guarantee that there is a physical file available for each account, Seller will, subject to scheduling, make all physical files in its possession available for delivery to Buyer at Buyer’s expense.

On-Site Due Diligence:

All potential bidders are encouraged to schedule on-site file review visitation at the Seller’s office location in Pennsylvania in order to review files. Please contact LoanTrade for more information and scheduling.

Pre-Bid Due Diligence Information:

Portfolio information including loan data, reports, bid forms and P&S agreement is available on CD to qualified investors. Detailed loan information is presented in Microsoft Excel and Dbase file formats. Potential bidders should PRINT, SIGN & RETURN the attached Confidentiality Agreement to:

LoanTrade Inc.

370 W. Camion Gardens Blvd., Suite 300

Boca Raton, FL 33432

Attn:              Tim Kirkpatrick
Phone:         (561) 417-5002
Fax:               (561) 417-5662
Email:           tim@loantrade.com

IMPORTANT DISCLAIMER

The terms, conditions, and information presented by LoanTrade Inc. in connection with this portfolio presented herein were provided to LoanTrade by sources we consider to be reliable, however, LoanTrade makes no representation as to the accuracy of this information. LoanTrade cannot guarantee the performance of the Seller. Seller may reject any and all bids. Seller may reduce portfolio up to the date of Seller's acceptance of Buyer's offer to purchase.

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ("Agreement") is entered into by and between _____________________________________ ("Buyer") and a seller, whose identity is known to Seller=s Broker, LoanTrade Inc. ("Seller").

WHEREAS, in connection with the potential offer to purchase by Buyer of certain financial assets (which includes charged-off consumer loan receivables (hereafter collectively as "loans")) owned by Seller (the "Transaction"), Buyer desires to examine, for purposes of due diligence, certain information of Seller with respect thereto that is non-public, confidential and proprietary in nature; and

WHEREAS, Seller, in an effort to facilitate the sale process and further the Transaction for ultimate sale of said loans, desires to provide Buyer with said information, but only under the terms and conditions set forth herein.

THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, Buyer agrees to be bound as follows:

1. Except as expressly provided below, Buyer agrees that all information, whether oral, written or via electronic medium, to which it is given access or which is made available to Buyer by Seller (including by Seller's agents and representatives) is referred to as Confidential Information. Confidential Information shall include, without limitation, all technology, know-how, processes, trade secrets, memoranda, notes, analyses, compilations, studies, contracts, proprietary information, historical and projected financial information, asset lists, appraisals, audits or reports, operating data and organizational cost structures, strategic or management plans, marketing information, customer information and customer lists, loan files and servicing records, or bid terms and procedures whether received before or after the date hereof. Confidential Information shall also include information of or relating to any parent, subsidiary or affiliate of Seller.

2. Except as expressly provided herein, Buyer agrees to hold all Confidential Information in confidence and not to disclose any Confidential Information to any third party, other than directors, officers, employees, agents or representatives of Buyer (collectively, the "Representatives") who have a need to know such information in connection with the Transaction. Buyer further agrees that it will not use any such Confidential Information for purposes other than in connection with the Transaction without Seller's prior written consent. Buyer agrees to inform its Representatives of the confidential and valuable nature of the Confidential Information and of Buyer's obligations under this Agreement. Buyer shall be responsible and liable for any breach of this Agreement by its Representatives. It is understood and agreed that the obligation to protect Confidential Information shall be satisfied if Buyer utilizes the same control (but no less than reasonable) as it employs to avoid disclosure of its own confidential and valuable information.

3. As a condition to this Agreement, it is agreed that neither party hereto (or their respective Representatives) without the prior consent of the other will disclose to any person either the fact that discussions or negotiations are taking place concerning the Transaction or any possible transaction with each other. Any media releases or public announcements by either party relating to this Agreement or the Transaction or any transaction shall be coordinated with and approved by the other. Seller may, however, make such disclosures to or as may be required by Seller's applicable regulatory authorities or pursuant to applicable securities laws. Without limiting any of the foregoing, Buyer will not communicate with any debtor, guarantor, or representative or agent of any debtor or guarantor (including any accountant or attorney) relative to any asset or property being reviewed or evaluated in connection with the Transaction without Seller's prior written consent.

4. In the event that Buyer or any of its Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation demand or similar process) to disclose any of the Confidential Information, Buyer may disclose such Confidential Information to the extent legally required; provided, however, that Buyer shall (a) first notify Seller of such legal process, unless such notice is prohibited by statute, rule or court order, (b) attempt to obtain Seller's consent to such disclosure, and (c) in the event consent is not given, agree to permit a motion to quash, or other similar procedural step, to frustrate the production or publication of information. In making any disclosure under such legal process, Buyer agrees to use all reasonable efforts to preserve the confidential nature of such information. Nothing herein shall require Buyer to fail to honor a subpoena, court or administrative order, or a requirement on a timely basis.

5. It is understood and agreed that no information shall be within the protection of this Agreement where such information: (a) is or becomes publicly available through no fault of either Buyer or its Representatives; (b) is released by Seller to anyone without restriction; or (c) is rightly obtained from third parties, who, to the best of Buyer's or any or its Representative's knowledge, are not under obligation of confidentiality.

6. In the event that discussions between the parties hereto are terminated for any reason whatsoever or no definitive agreement has been entered into with respect to the Transaction, or at any time upon Seller's request, Buyer agrees to return promptly all copies of the Confidential Information without retaining any copies thereof and to promptly destroy all copies of any analyses, compilations, studies or other documents prepared by Buyer or for Buyer's use containing or reflecting any Confidential Information. All of Buyer's obligations and Seller's rights and remedies under this Agreement shall survive any return or destruction of the Confidential Information and any termination of Transaction discussions.

7. By executing this Agreement, Buyer understands that Seller makes no representations or warranties as to the accuracy or completeness of the Confidential Information (including without limitation any appraisals, environmental assessments, audits or reports) provided to Buyer or its Representatives.

8. Inasmuch as any breach of this Agreement may result in immediate and irreparable injury, it is recognized and agreed that Seller shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law.

9. It is further understood and agreed that no failure or delay by Seller in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

10. Nothing in this Agreement is intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership or other form of business organization of any kind and the rights and obligations of either party shall be only those expressly set forth herein. Neither party shall be under any legal obligation with respect to the Transaction or any transaction unless and until a definitive agreement between the parties is negotiated, executed and delivered.

11. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without respect to principles regarding conflicts of law.

12. Buyer represents that it is acting on its own behalf and not as agent or broker for another.

13. A fax or photocopy of this Agreement may be used by Seller as an original for all purposes.

The undersigned hereby agrees to the terms and conditions set forth in the foregoing Agreement.

BUYER:

Name of Entity:

Address:

By:

Name:

Title:

Date:

Telephone:

Fax:

E-Mail: E-Mail:

Auto Deficiency and Mixed Consumer Loan

Charge-Off Portfolio

Balance*

Count

Ave. Balance

NJ

THIS IS A COMPETITIVE SEALED BID OFFERING