Voting Trust Agreement

AGREEMENT dated October 18, 1995 among Jetlease/Finance Corporation, a Florida corporation (the "Shareholder"), William G. Lucas, as Voting Trustee (the "Trustee") and Command Credit Corporation, a New York Corporation (the "Corporation").


WITNESSETH;


WHEREAS, the Shareholder owns an aggregate of 4,000,000 shares (the "Shares") of Common Stock of the Corporation and deems it in its interest and in the interest of the Corporation to transfer its shares to the Trustee for the purpose of conferring the right to vote thereon, as hereinafter provided; and


WHEREAS, the Trustee have consented to act under this Agreement for the purposes herein declared;


NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:


1. The Shareholder hereby assigns and transfers to the Trustee all right, title and interest in and to its 4,000,000 Shares only for the purpose of conferring the right to vote thereon.


2. A duplicate of this Agreement shall be filed in the principal office of the Corporation, and this Agreement shall be subject to any rights of inspection authorized by the New York business corporation laws.


3. The Voting Trustee shall not receive any compensation for their services as Voting Trustee.


4. Nothing herein contained shall limit or restrict the Voting Trustee from acting, and receiving compensation, as a director, officer, agent, employee or member of any committee of the Corporation or of any enterprise controlled by or affiliated with the Corporation. The Voting Trustee may contract and otherwise deal with the Company or with any enterprise controlled by or affiliated with the Corporation, or may be or become pecuniarily interested in any matter or transaction to which the Corporation or any enterprise controlled by or affiliated with the Corporation may be directly or indirectly concerned, without liability in any way or under any circumstances, as fully as though they were not a party hereto.


5. The Trustee throughout the term of this Agreement shall have the exclusive right to vote (or to give their written consent in lieu of voting to the extent permitted by law), all the Shares under this Agreement, and are hereby authorized to cast such votes or give such written consent in person o ...