MEMBERSHIP INTEREST PURCHASE AGREEMENT

          THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT ("AGREEMENT") is made and
entered into as of November 18, 2005 (the "EFFECTIVE DATE"), by and among:
NATIONAL AUTO CREDIT, INC. ("NAC" or the "PURCHASER"), a Delaware corporation;
FLEXNER WHEATLEY & ASSOCIATES ("FWA"), a Nevada corporation; and MEETINGNET
INTERACTIVE, INC. ("MEETINGNET"), a Florida corporation. As used herein, (a) FWA
and MeetingNet are referred to collectively as the "HOLDERS" and each as a
"HOLDER"), and NAC and the Holders are referred to collectively as the "PARTIES"
and each as a "PARTY."

RECITALS

     A.   The Holders together own 100% of the membership interests in Option
          Technologies Interactive LLC ("OTI" or the "PURCHASED ENTITY"), a
          Florida limited liability company (all of membership interests of the
          Purchased Entity are hereinafter referred to collectively as the
          "PURCHASED INTERESTS").

     B.   NAC wishes to acquire all of the Purchased Interests from the Holders,
          and each Holder desires to sell to NAC all of such Holder's Purchased
          Interests (the purchase of all of the Purchased Interests is
          hereinafter referred to as the "PURCHASE").

     C.   This Agreement has been approved by the board of directors of NAC and
          by the Board of Directors of each Holder.

     D.   In connection with the execution and delivery of this Agreement, (i)
          the Holders will be executing and delivering a certain Lockup,
          Standstill And Voting Agreement of even date herewith regarding, among
          other things, the voting of any shares of NAC capital stock issued in
          connection with the transactions contemplated by this Agreement, (ii)
          certain principals in, or executives of, the Purchased Entity will be
          executing a certain Employment Agreement (as hereinafter defined),
          certain Consulting Agreements (as hereinafter defined) and a certain
          Non-Compete Agreement (as hereinafter defined), and (iii) NAC will be
          issuing certain promissory notes, as provided below.

          NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound hereby, do mutually agree as follows:

                                    ARTICLE 1

                        PURCHASE OF MEMBERSHIP INTERESTS

          1.1 Purchase of Membership Interests. Subject to the terms and
conditions contained herein, NAC agrees to purchase from the Holders, and the
Holders agree to sell to NAC, all of the Purchased Interests.


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          1.2 Determination of Purchase Price. The purchase price ("PURCHASE
PRICE") for all of the Purchased Interests shall be Two Million Two Hundred
Thirty-Three Thousand One Hundred Twenty-Five Dollars ($2,233,125) PLUS Four
Hundred Ninety-Six Thousand Two Hundred Fifty (496,250) shares of NAC Common
Stock, par value $0.05 per share; provided, however, that the amount of the
Purchase Price shall be subject to adjustment as provided in Sections 1.4 and
7.1 below.

          1.3 Payment of Purchase Price. At the Closing (as hereinafter
defined), NAC shall make (or cause to be made) the following payments to the
Holders on account of and with respect to the Purchase Price (the aggregate
amount of such payments to the Holders (with, for such purposes, it being agreed
and understood that such payments shall be deemed to include the principal
amounts of the promissory notes referred to in clause (b) below and the value of
the shares of NAC Common Stock referred to in clause (c) below) is hereinafter
sometimes referred to as the "PURCHASE PRICE PAYMENTS"):

          (a)  cash or wire transfer in the amount of Four Hundred Twenty-Five
               Thousand Three Hundred and Thirty-Five Dollars and Eighty-Seven
               Cents ($425,335.87) to FWA and the amount of Three Hundred
               Nineteen Thousand Thirty-Nine Dollars and Thirteen Cents
               ($319,039.13) to MeetingNet (such payments, collectively, the
               "CASH PAYMENTS");

          (b)  two promissory notes of NAC, one issued to FWA in the original
               principal amount of Eight Hundred Fifty Thousand Six Hundred
               Seventy-One Dollars and Seventy-Five Cents ($850,671.75) (the
               "FWA NOTE"), and one issued to the MeetingNet in the original
               principal amount of Six Hundred Thirty-Eight Thousand
               Seventy-Eight Dollars and Twenty-Five Cents ($638,078.25) (the
               "MEETINGNET NOTE," and collectively with the FWA Note, the
               "PROMISSORY NOTES"); and

          (c)  Four Hundred Ninety-Six Thousand Two Hundred Fifty (496,250)
               shares of NAC Common Stock, par value $0.05 per share, of which
               Two Hundred Eighty-Three Thousand Five Hundred Fifty-Seven
               (283,557) shares (the "FWA SHARES") shall be issued to FWA and
               Two Hundred Twelve Thousand Six Hundred Ninety-Three (212,693)
               shares (the "MEETINGNET SHARES," and collectively with the FWA
               Shares, the "PURCHASE PRICE SHARES") shall be issued to
               MeetingNet.

The FWA Note and the MeetingNet Note shall be in the form attached hereto as
Exhibit G-1 and G-2, respectively. The payments on account of and with respect
to the Purchase Price shall be adjusted as set forth in Sections 1.4 and 7.1
below.

          1.4 Adjustments to the Purchase Price. The Purchase Price shall be
adjusted in accordance with this Section 1.4.

          (a)  Increase in Purchase Price Based on Adjusted EBITDA. If the
               Adjusted EBITDA (as defined below) for the period (the
               "POST-CLOSING PERIOD") commencing on February 1, 2006 and
               expiring January 31, 2008 exceeds the Threshold Amount (as
               defined below), then the amount of the Purchase Price shall be
               increased by an amount (the "POSITIVE PURCHASE PRICE ADJUSTMENT")
               equal to $412,500 plus


                                       5



               imputed interest thereon at five percent (5%) per annum,
               compounded quarterly, which increase in the Purchase Price shall
               be (i) evidenced by increasing the outstanding principal amount
               of the FWA Note by fifty-seven and fourteen one-hundredths
               percent (57.14%) (the "FWA PERCENTAGE") of the amount of the
               Positive Purchase Price Adjustment and increasing the outstanding
               principal amount of the MeetingNet Note by forty-two and
               eight-six hundredths percent (42.86%) (the "MEETINGNET
               PERCENTAGE") of the amount of the Positive Purchase Price
               Adjustment and (ii) paid in accordance with the terms of the
               Promissory Notes as so increased. As used herein, "ADJUSTED
               EBITDA" for any period means the aggregate net earnings of the
               Purchased Entity (to the extent applicable, on a consolidated
               basis with its subsidiaries, if any) for such period, before any
               deduction for interest, taxes, depreciation and amortization and
               before deducting any "parent company" expenses of NAC or other
               expenses of NAC allocated by NAC to the Purchased Entity by NAC
               other than amounts allocated to the Purchased Entity (in a manner
               consistent with NAC's customary practice of allocating the same
               to other direct or indirect subsidiaries of NAC) on account of
               its proportionate share of insurance premiums, accounting fees,
               state franchise taxes, corporate employee benefits (i.e., 401-K
               Plan benefits) and other expenses customarily so allocated by NAC
               to or among its other subsidiaries (which amounts shall be so
               deducted in determining the net earnings of the Purchased
               Entity), in each case as determined in accordance with generally
               accepted accounting principles ("GAAP"); provided, however, that,
               in calculating the Adjusted EBITDA, (i) the Adjusted EBITDA shall
               be determined exclusive of the effect, if any, of any purchase
               accounting adjustments required by GAAP to conform the
               consolidated financial statements or results of the Purchased
               Entity with NAC's financial reporting and accounting principals,
               (ii) no deduction shall be made with respect to any payments made
               by the Purchased Entity to its employees under the OTI Employee
               Bonus Plan (as defined below) as required under Section 7.5 below
               and (ii) notwithstanding anything contained herein to the
               contrary, (a) if any substantial portion of the business time of
               any employee or consultant of the Purchased Entity is required to
               be devoted to the primary benefit of NAC or any of its other
               direct or indirect subsidiaries, an appropriate portion of the
               salary of such employee or of the consulting fees of such
               consultant shall be allocated to NAC or such direct or indirect
               subsidiary (as the case may be) and not deducted in determining
               the net earnings of the Purchased Entity and (b) if any
               substantial portion of the business time of any employee or
               consultant of NAC or any of its other direct or indirect
               subsidiaries is required to be devoted to the primary benefit of
               the Purchased Entity (or any of its subsidiaries), an appropriate
               portion of the salary of such employee or of the consulting fees
               of such consultant shall be allocated to the Purchased Entity and
               shall be deducted in determining the net earnings of the
               Purchased Entity. As used herein, "THRESHOLD AMOUNT" means one
               million six hundred fifty thousand dollars ($1,650,000);
               provided, however, that to the extent that the Holders can
               demonstrate that the net income achieved by the meeting
               production business in the United States has, on account of a
               pandemic or terrorism, been depressed during the Post-Closing
               Period below what it was prior to the Post-Closing Period, then
               the "THRESHOLD


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               AMOUNT" shall mean one million six hundred fifty thousand dollars
               ($1,650,000) as reduced by the same portion that the Holders can
               demonstrate that the net income achieved by the meeting
               production business in the United States has, on account of a
               pandemic or terrorism, been depressed during the Post-Closing
               Period below what it was prior to the Post-Closing Period.

          (b)  Decrease in Purchase Price Based on Adjusted EBITDA. If the
               Adjusted EBITDA for the Post-Closing Period is less than
               $1,200,00, then the amount of the Purchase Price shall be
               decreased by $412,500 plus imputed interest thereon at five
               percent (5%) per annum, compounded quarterly; and if the Adjusted

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