GROUP 1 AUTOMOTIVE INC, S-1/A, 1997-10-28

GROUP 1 AUTOMOTIVE INC
S-1/A, 1997-10-28
AUTO DEALERS & GASOLINE STATIONS

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<PAGE> 1

As filed with the Securities and Exchange Commission on October 28, 1997

Registration No. 333-29893
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

AMENDMENT NO. 5

TO
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
GROUP 1 AUTOMOTIVE, INC.
(Name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 5511 76-0506313
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>

950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(713) 467-6268
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

B. B. HOLLINGSWORTH, JR.
950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(713)467-6268
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

<TABLE>
<S> <C>
JOHN S. WATSON PATRICIA A. CERUZZI
VINSON & ELKINS L.L.P. SULLIVAN & CROMWELL
1001 FANNIN STREET, 36TH FLOOR 125 BROAD STREET
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10004
(713) 758-2222 (212) 558-4000
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses of the Offering are estimated to be as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 20,073
NASD filing fee............................................. 7,124
New York Stock Exchange listing fee......................... 120,000
Legal fees and expenses..................................... 1,100,000
Accounting fees and expenses................................ 2,850,000
Printing expenses........................................... 600,000
Transfer Agent fees......................................... 2,500
Miscellaneous............................................... 299,403
----------
Total............................................. $5,000,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Sixth, Part II, Section I of the Company's Charter, a copy of which
is filed as Exhibit 3.1, provides that directors, officers, employees and agents
shall be indemnified to the fullest extent permitted by Section 145 of the DGCL.

Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify him against the expenses (including attorney's fees) which he actually
and reasonably incurred in connection therewith. Section 145 further provides
that any indemnification shall be made by the corporation only as authorized in
each specific case upon a determination by the (i) stockholders, (ii) Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provision is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

Section 145 of the DGCL also empowers the Company to purchase and maintain
insurance on behalf of any person who is or was an officer or director of the
Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify

II-1
<PAGE> 3

such officer or director against such liability under the provisions of Section
145. The Company intends to purchase and maintain a directors' and officers'
liability policy for such purposes.

The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement contains certain provisions for indemnification of
directors and officers of the Company and the Underwriters against civil
liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On December 21, 1995, the Company sold 1,000 shares of Common Stock to
Smith & Liu Management Company, a Texas partnership, of which Charles M. Smith
is a partner, for $500. The Company relied on an exemption under Section 4(2) of
the Securities Act in effecting this transaction.

On July 5, 1996, the Company sold 500 shares of Common Stock to B.B.
Hollingsworth, Jr. for $5,000. The Company relied on an exemption under Section
4(2) of the Securities Act in effecting this transaction.

On June 14, 1997, the Company entered into a Stock Purchase Agreement with
each of the Founding Companies and all of their respective stockholders. Under
each Stock Purchase Agreement, all of the capital stock of each Founding Company
will be acquired by the Company and each stockholder of the Founding Companies
will receive cash and/or shares of Common Stock. An aggregate of 9,079,084
shares of Common Stock will be issued in the Acquisitions. Each Acquisition will
be consummated immediately prior to the Closing of the Offering. The Company is
relying on exemptions under Rule 506 and 4(2) under the Securities Act in
effecting this transaction.

ITEM 16. EXHIBITS

(a) Exhibits:

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<S> <S>
*1.1 -- Form of Underwriting Agreement
*2.1 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Howard Pontiac-GMC, Inc. and the stockholders of Howard
Pontiac-GMC, Inc. dated June 14, 1997.
*2.2 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Motors, Inc. and the stockholders of Bob
Howard Motors, Inc. dated June 14, 1997.
*2.3 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Chevrolet, Inc. and the stockholders of Bob
Howard Chevrolet, Inc. dated June 14, 1997.
*2.4 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Automotive-H, Inc. and the stockholders of Bob
Howard Automotive-H, Inc. dated June 14, 1997.
*2.5 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Dodge, Inc. and the stockholders of Bob Howard
Dodge, Inc. dated June 14, 1997.
*2.6 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Southwest Toyota, Inc. and the stockholders of Southwest
Toyota, Inc. dated June 14, 1997.
*2.7 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
SMC Luxury Cars, Inc. and the stockholders of SMC Luxury
Cars, Inc. dated June 14, 1997.
*2.8 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Smith, Liu & Kutz, Inc. and the stockholders of Smith,
Liu & Kutz, Inc. dated June 14, 1997.
*2.9 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Smith, Liu & Corbin, Inc. and the stockholders of Smith,
Liu & Corbin, Inc. dated June 14, 1997.
*2.10 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Round Rock Nissan, Inc. and the stockholders of Round
Rock Nissan, Inc. dated June 14, 1997.
</TABLE>

II-2
<PAGE> 4

<TABLE>
<C> <S>
*2.11 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Mike Smith Autoplaza, Inc. and the stockholders of Mike
Smith Autoplaza, Inc. dated June 14, 1997.
*2.12 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Courtesy Nissan, Inc. and the stockholders of Courtesy
Nissan, Inc. dated June 14, 1997.
*2.13 -- Stock Purchase Agreement between Group 1 Automotive, Inc.
and the stockholders of Foyt Motors, Inc. dated June 14,
1997.
*3.1 -- Restated Certificate of Incorporation of the Company
*3.2 -- Certificate of Designation of Series A Junior
Participating Preferred Stock
*3.3 -- Bylaws of the Company
*4.1 -- Specimen Common Stock certificate
*5.1 -- Opinion of Vinson & Elkins L.L.P.
*10.1 -- Form of Employment Agreement between the Company and B.B.
Hollingsworth, Jr.
*10.2 -- Form of Employment Agreement between the Company and
Robert E. Howard II.
*10.3 -- Form of Employment Agreement between the Company and
Sterling B. McCall, Jr.
*10.4 -- Form of Employment Agreement between the Company and
Charles M. Smith.
*10.5 -- Form of Employment Agreement between the Company and John
T. Turner.
*10.6 -- Form of Employment Agreement between the Company and
Scott L. Thompson.
*10.7 -- 1996 Stock Incentive Plan
*10.8 -- First Amendment to 1996 Stock Incentive Plan
*10.9 -- Form of Related Party Lease Agreement
*10.10 -- Rights Agreement between Group 1 Automotive, Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights agent
dated October 3, 1997.
*10.11 -- 1998 Employee Stock Purchase Plan
*10.12 -- Form of Agreement between Toyota Motor Sales, U.S.A., and
Group 1 Automotive, Inc.
*10.13 -- Form of Supplemental Agreement to General Motors
Corporation Dealer Sales and Service Agreement.
*10.14 -- Approval Letter dated December 11, 1996 from Nissan Motor
Corporation U.S.A.
*10.15 -- Amendment to Approval Letter from Nissan Motor
corporation U.S.A. dated September 29
*10.16 -- Supplemental Terms and Conditions between Ford Motor
Company and Group 1 Automotive, Inc. dated September 4,
1997.
*10.17 -- Toyota Dealer Agreement between Gulf States Toyota, Inc.
and Southwest Toyota, Inc. dated April 5, 1993.
</TABLE>

II-3
<PAGE> 5

<TABLE>
<C> <S>
*10.18 -- Lexus Dealer Agreement between Toyota Motor Sales,
U.S.A., Inc. and SMC Luxury Cars, Inc. dated August 21,
1995.
*10.19 -- Commitment Letter between Group 1 Automotive, Inc., Texas
Commerce Bank National Association and Chase Securities
Inc. dated September 22, 1997.
*10.20 -- Letter Agreement between Mitsubishi Motor Sales of
America, Inc. and Group 1 Automotive, Inc. dated June 20,
1997.
*10.21 -- Supplemental Agreement to Dealer Sales and Service
Agreement (Public Traded Company) among Foyt Motors,
Inc., Group 1 Automotive, Inc. and American Isuzu Motors
Inc.
*10.22 -- Stock Purchase Agreement Among Howard Pontiac-GMC, Inc.,
Bob Howard Automotive-East, Inc. and the Stockholder of
Bob Howard Automotive-East, Inc. dated as of September
12, 1997.
*10.23 -- Form of Employment Agreement between Group 1 Automotive,
Inc. and Kevin H. Whalen.
*10.24 -- Agreement between American Honda Motor Co., Inc. and the
Dealership Parties dated October 23, 1997.
10.25 -- Form of General Motors Corporation U.S.A. Sales and
Service Agreement.
10.26 -- Form of Nissan Motor Corporation Sales and Service
Agreement.
*11.1 -- Statement re computation of per share earnings
*23.1 -- Consent of Arthur Andersen LLP
*23.2 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit
5.1 hereto)
*23.3 -- Consent of Willamette Management Associates, Inc.
*24.1 -- Powers of Attorney (included on the signature page to
this Registration Statement)
*27.1 -- Financial Data Schedule
</TABLE>

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

* Previously filed.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes to provide at the closing
specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

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<PAGE> 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 28th day of October, 1997.

GROUP 1 AUTOMOTIVE, INC.

By /s/ B.B. HOLLINGSWORTH, JR.
-----------------------------------
B.B. Hollingsworth, Jr.
Chairman, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of October, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>

/s/ B.B. HOLLINGSWORTH, JR. Chairman, President and Chief Executive
- ----------------------------------------------------- Officer and Director (Principal Executive
B.B. Hollingsworth, Jr. Officer)

/s/ SCOTT L. THOMPSON Senior Vice President, Chief Financial
- ----------------------------------------------------- Officer and Treasurer (Chief Financial and
Scott L. Thompson Accounting Officer)

* Director
- -----------------------------------------------------
Robert E. Howard II

* Director
- -----------------------------------------------------
Sterling B. McCall, Jr.

* Director
- -----------------------------------------------------
Charles M. Smith

* Director
- -----------------------------------------------------
John H. Duncan

* Director
- -----------------------------------------------------
Bennett E. Bidwell

*By: /s/ SCOTT L. THOMPSON
------------------------------------------------
Scott L. Thompson
Attorney-in-fact
</TABLE>

II-5
<PAGE> 7

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement
*2.1 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Howard Pontiac-GMC, Inc. and the stockholders of Howard
Pontiac-GMC, Inc. dated June 14, 1997.
*2.2 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Motors, Inc. and the stockholders of Bob
Howard Motors, Inc. dated June 14, 1997.
*2.3 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Chevrolet, Inc. and the stockholders of Bob
Howard Chevrolet, Inc. dated June 14, 1997.
*2.4 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Automotive-H, Inc. and the stockholders of Bob
Howard Automotive-H, Inc. dated June 14, 1997.
*2.5 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Bob Howard Dodge, Inc. and the stockholders of Bob Howard
Dodge, Inc. dated June 14, 1997.
*2.6 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Southwest Toyota, Inc. and the stockholders of Southwest
Toyota, Inc. dated June 14, 1997.
*2.7 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
SMC Luxury Cars, Inc. and the stockholders of SMC Luxury
Cars, Inc. dated June 14, 1997.
*2.8 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Smith, Liu & Kutz, Inc. and the stockholders of Smith,
Liu & Kutz, Inc. dated June 14, 1997.
*2.9 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Smith, Liu & Corbin, Inc. and the stockholders of Smith,
Liu & Corbin, Inc. dated June 14, 1997.
*2.10 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Round Rock Nissan, Inc. and the stockholders of Round
Rock Nissan, Inc. dated June 14, 1997.
*2.11 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Mike Smith Autoplaza, Inc. and the stockholders of Mike
Smith Autoplaza, Inc. dated June 14, 1997.
*2.12 -- Stock Purchase Agreement among Group 1 Automotive, Inc.,
Courtesy Nissan, Inc. and the stockholders of Courtesy
Nissan, Inc. dated June 14, 1997.
*2.13 -- Stock Purchase Agreement between Group 1 Automotive, Inc.
and the stockholders of Foyt Motors, Inc. dated June 14,
1997.
*3.1 -- Restated Certificate of Incorporation of the Company
*3.2 -- Certificate of Designation of Series A Junior
Participating Preferred Stock
*3.3 -- Bylaws of the Company
*4.1 -- Specimen Common Stock certificate
*5.1 -- Opinion of Vinson & Elkins L.L.P.
*10.1 -- Form of Employment Agreement between the Company and B.B.
Hollingsworth, Jr.
*10.2 -- Form of Employment Agreement between the Company and
Robert E. Howard II.
*10.3 -- Form of Employment Agreement between the Company and
Sterling B. McCall, Jr.
*10.4 -- Form of Employment Agreement between the Company and
Charles M. Smith.
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<C> <S>
*10.5 -- Form of Employment Agreement between the Company and John
T. Turner.
*10.6 -- Form of Employment Agreement between the Company and
Scott L. Thompson.
*10.7 -- 1996 Stock Incentive Plan
*10.8 -- First Amendment to 1996 Stock Incentive Plan
*10.9 -- Form of Related Party Lease Agreement
*10.10 -- Rights Agreement between Group 1 Automotive, Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights agent
dated October 3, 1997.
*10.11 -- 1998 Employee Stock Purchase Plan
*10.12 -- Form of Agreement between Toyota Motor Sales, U.S.A., and
Group 1 Automotive, Inc.
*10.13 -- Form of Supplemental Agreement to General Motors
Corporation Dealer Sales and Service Agreement.
*10.14 -- Approval Letter dated December 11, 1996 from Nissan Motor
Corporation U.S.A.
*10.15 -- Amendment to Approval Letter from Nissan Motor
corporation U.S.A. dated September 29
*10.16 -- Supplemental Terms and Conditions between Ford Motor
Company and Group 1 Automotive, Inc. dated September 4,
1997.
*10.17 -- Toyota Dealer Agreement between Gulf States Toyota, Inc.
and Southwest Toyota, Inc. dated April 5, 1993.
*10.18 -- Lexus Dealer Agreement between Toyota Motor Sales,
U.S.A., Inc. and SMC Luxury Cars, Inc. dated August 21,
1995.
*10.19 -- Commitment Letter between Group 1 Automotive, Inc., Texas
Commerce Bank National Association and Chase Securities
Inc. dated September 22, 1997.
*10.20 -- Letter Agreement between Mitsubishi Motor Sales of
America, Inc. and Group 1 Automotive, Inc. dated June 20,
1997.
*10.21 -- Supplemental Agreement to Dealer Sales and Service
Agreement (Public Traded Company) among Foyt Motors,
Inc., Group 1 Automotive, Inc. and American Isuzu Motors
Inc.
*10.22 -- Stock Purchase Agreement Among Howard Pontiac-GMC, Inc.,
Bob Howard Automotive-East, Inc. and the Stockholder of
Bob Howard Automotive-East, Inc. dated as of September
12, 1997.
*10.23 -- Form of Employment Agreement between Group 1 Automotive,
Inc. and Kevin H. Whalen.
*10.24 -- Agreement between American Honda Motor Co., Inc. and the
Dealership Parties dated October 23, 1997.
10.25 -- Form of General Motors Corporation U.S.A. Sales and
Service Agreement.
10.26 -- Form of Nissan Motor Corporation Sales and Service
Agreement.
*11.1 -- Statement re computation of per share earnings
*23.1 -- Consent of Arthur Andersen LLP
*23.2 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit
5.1 hereto)
*23.3 -- Consent of Willamette Management Associates, Inc.
*24.1 -- Powers of Attorney (included on the signature page to
this Registration Statement)
*27.1 -- Financial Data Schedule
</TABLE>

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

* Previously filed.

<PAGE> 1
EXHIBIT 10.25

CHEVROLET-GEO
DEALER SALES AND SERVICE AGREEMENT

In reliance upon the Agreement by the parties to fulfill their respective
commitments, this Agreement, effective __________, is entered into by General
Motors Corporation, Chevrolet Motor Division ("Chevrolet"), a Delaware
Corporation and

__________________________________________________________________________, a

Dealer Firm Name

o __________ corporation, incorporated on __________;

o proprietorship;

o partnership;

o other - specify ___________________________________

doing business at ___________________________________________

___________________________________________("Dealer").

OVERVIEW AND PURPOSE OF THE
CHEVROLET-GEO DEALER SALES AND SERVICE AGREEMENT

The principle purposes of this Agreement are to:

A. A thorize the Dealer to sell and service Chevrolet and Geo products and to
represent itself as a Chevrolet-Geo Dealer.

B. Provide a framework within which Dealer and Chevrolet may accomplish their
mutual objectives.

C. Provide a means whereby Chevrolet and Dealer may identify specific sales,
CSI, facility and other requirements by which Dealer's performance under
this Agreement may be evaluated.

D. Identify other commitments, rights and responsibilities of Chevrolet and
Dealer.

Achieving Chevrolet's vision of market leadership while exceeding customer
expectations in selling and serving Chevrolet and Geo products is dependent in
a large part upon the maintenance of a quality network of authorized Dealers.
Since Dealer represents Chevrolet and Geo to the public, it is fundamental to
the success of Chevrolet that Dealer maintain its operations facilities and
business methods in a manner which will support the Chevrolet-Geo Dealer
Agreement. Chevrolet will conduct its operations and provide assistance, as
practicable within the scope and terms of this

<PAGE> 2
GMMS 1012-2
USA 11-95
CHEV 05/31/94

Agreement, to assist Dealer to accomplish the requirements of this Agreement
and the Chevrolet vision. Chevrolet will from time to time provide
instructions, programs, requirements and suggestions developed in accordance
with this Agreement to both supplement the Agreement and assist Dealer and
Dealer network.

Chevrolet's vision is to be. . . America's automotive leader. . . providing
Total Customer Enthusiasm through:

o Empowered people.
o Exceptional products.
o Excellent purchase and ownership experience.

providing outstanding value and a superior return on investment for all
stakeholders.

TERM OF AGREEMENT

First
This agreement shall expire on __________ or ninety days after the death or
incapacity of a Dealer operator or Dealer owner, whichever occurs first, unless
earlier terminated. Dealer is assured the opportunity to enter into a new
Dealer Agreement with Chevrolet at the expiration date if Chevrolet determines
Dealer has fulfilled its obligations under this agreement. Dealer will be
provided notice of possible nonrenewal of the agreement in accordance with
Article 13.2 of the standard provisions in order that Dealer may correct any
failure or breach of the Dealer Agreement prior to its expiration or
nonrenewal. If the breach of the agreement or failure to perform the conditions
of the agreement is corrected to the satisfaction of Chevrolet, a replacement
agreement will be offered at the appropriate time.

STANDARD PROVISIONS

Second
The "Standard Provisions" (Form GMMS-1013) are incorporated as part of this
agreement.

DEALER OPERATOR

Third
Dealer agrees that the following Dealer operator will provide personal services
in accordance with Article Two of the Standard Provisions.

_______________________________________________________________________________

<PAGE> 3
GMMS 1012-3
USA 11-95
CHEV 05/31/94

Fourth
Chevrolet and dealers recognize that the decisions made by Chevrolet Motor
Division directly impact the business and livelihood of its Dealer Body as well
as the ultimate satisfaction of its customers. Chevrolet, in accord with
members representing the Chevrolet dealer body, seek to enhance its decision
making process by establishing certain methods for the inclusion of the
collective Dealer Body input in all areas d rectly affecting our mutual
business concerns. The forum for this is generally provided through three
principle processes: The National Dealer Council, The National Dealer Council
Work Teams, and The Partnership Council.

A. NATIONAL DEALER COUNCIL

The purpose of the National Dealer Council is to establish a forum for
Chevrolet and its dealers to partner in determining Chevrolet's future
direction and strategies. Council members will participate in work teams and
other joint policy-making groups affecting our business. Much progress has been
made as a result of the National Dealer Council involvement, and Chevrolet is
committed to ensuring that this avenue continues.

o The National Dealer Council will consist of elected Chevrolet dealer
representatives from each Zone and serve a three year term. A dealer
operator must have at least three years experience as a Chevrolet
dealer and be involved in the day to day operations of the dealership
business in order to qualify for election.

o Council representatives will communicate with the dealer body in the
Zone they are representing by providing feedback on dealer council
activities and informing the Dealer Council and Chevrolet of dealer
body concerns.

o Dealer Council formally convenes up to three times a year. Individual
Council members may be asked to attend additional meeting throughout
the year in connection with their team assignments. Dealer Council
members will serve on work teams and participate in the decision
making process with Chevrolet Motor Division.

o Any training deemed necessary by the National Dealer Council to assist
in fulfilling their responsibilities will be provided by Chevrolet.

B. NATIONAL DEALER COUNCIL WORK TEAMS

National Dealer Council representatives, Chevrolet/GM management, and
Chevrolet Dealers will serve jointly on work teams which are created to focus
on issues of mutual concern to dealers and Chevrolet. The work teams will
utilize the consensus decision making process to achieve a best value decision
depending on the defined role of each group and the requirements of each issue
under consideration.

o Work teams will cover areas such as: Dealer Organization, Education
and Training, Product, Service/Parts, Distribution, Sales/Financial,
Marketing, and Total Customer Enthusiasm.

<PAGE> 4
GMMS 1012-4
USA 11-95
CHEV 05/31/94

The National Dealer Council and Chevrolet may establish, change or
discontinue teams as deemed necessary.

o Dealers may serve on a work team for up to a three year term. Meetings
will take place on an as needed basis through phone conversations, fax
system, or in person.

C. PARTNERSHIP COUNCIL

The responsibility of the Partnership Council is to coordinate work
team structures and activities of the National Dealer Council. The Partnership
Council is comprised of an equal number of Chevrolet Dealer Council members and
Chevrolet representatives which operate as a policy making body. The
Partnership Council will also address issues from the National Dealer Council
and inform the necessary work teams as needed.

SALES REVIEW

Fifth
The decision by Chevrolet to enter this agreement is based, in part, on
Dealer's commitment to effectively sell and promote the purchase, lease and use
of Chevrolet and Geo vehicles by consumers in Dealer's area of primary
responsibility. At least once each year, Chevrolet will provide Dealer a
written report on Dealer sales performance. The report will compare the
Dealer's retail sales to available retail market opportunity, by segment in the
Dealer's area of primary responsibility or area of geographic sales and service
advantage, whichever is applicable to determine the Dealer's sales performance.

Chevrolet will provide a written explanation of the sales review process to
Dealer, in order that Dealer may make business and marketing plans to take full
advantage of the market opportunity in Dealer's area of primary responsibility
and that Dealer may meet the requirements of Article 5 of the Standard
Provisions.

Any material change to the process will be determined in accordance with
Paragraph Fourth of the agreement.

SERVICE AND CUSTOMER SATISFACTION PERFORMANCE REVIEW

Sixth
Chevrolet at least once annually will review the service and customer
satisfaction performance of Dealer in a written report or reports. The reports
will be based primarily on customer responses to owner survey questions.
Chevrolet will periodically provide this information so that Dealer may make
business plans to correct any deficiencies and fulfill its obligations under
this agreement. The service and customer satisfaction review process is
currently under review. Any material change to the process will be determined
in accordance with Paragraph Fourth of this agreement.

<PAGE> 5
GMMS 1012-5
USA 11-95
CHEV 05/31/94

DEALERSHIP EQUIPMENT, TOOLS AND SOFTWARE

Seventh

a) Communication Equipment:

To improve Dealer and Chevrolet communications and customer satisfaction,
Dealer will install, maintain and use such communications equipment as is
designated by Chevrolet in accordance with Article 4.4.5 of the additional
provisions. Currently the following items are among those required by the terms
of the Dealer Agreement:

o GM Dealer Communication System (DCS)
o GM PULSAT Network

b) Tools and Equipment:

Dealer and Chevrolet acknowledge that a properly equipped dealership promotes
customer satisfaction and the sale of Chevrolet and Geo products. Chevrolet
agrees to provide Dealer with lists of those tools and equipment that Chevrolet
regards as essential in accordance with Article 7.2.4 of the Standard
Provisions. Dealer agrees that it will acquire and use essential tools and
equipment identified by Chevrolet.

c) New Tool Requirements:

Decisions on additional equipment, tool and communication requirements will be
determined in accordance with Paragraph Fourth of the agreement.

d) Software:

From time to time during the term of this Agreement, GM will make available to
Dealer certain information, data, software or firmware ("software")
electronically, incorporated into tools or other products or by other means.
This Software may be owned outright by GM, or jointly with, or wholly by, a GM
affiliated company or authorized supplier. Dealer agrees to limit its use of
the Software to Dealership Operations and comply with any other restrictions on
its use.

TRAINING

Eighth
Chevrolet will from time to time provide training which Chevrolet believes will
enhance Dealers ability to meet the requirements of the Dealer Agreement.
Dealer will, to the extent practicable, participate in that training. Further,
Chevrolet will on occasion designate certain training that will be required in
accordance with Article 8 of the additional provisions. Dealer agrees that it
will participate in any training so designated. Decisions on training
requirements will be determined in accordance with Paragraph Fourth of this
agreement.

<PAGE> 6
GMMS 1012-6
USA 11-95
CHEV 05/31/94

DEALER IDENTIFICATION, IMAGE AND FACILITIES

Ninth
Dealer and Chevrolet recognize that the appearance, signs, environment and
quality of Dealer's facility have significant impact on both Chevrolet and Geo
products and Dealer. Dealer, therefore, agrees that its dealership premises
will be properly equipped and maintained, and that the interior and exterior
retail environment and signs will comply with reasonable requirements Chevrolet
will establish to promote and preserve the image of Chevrolet and its Dealers.
Decisions on any material changes to the image, sign and/or dealership facility
requirements will be determined in accordance with Paragraph Fourth of this
agreement.

DISPUTE RESOLUTION

Tenth
Chevrolet recognizes that the mutual respect, trust and confidence which have
been the cornerstones of Chevrolet-Dealer relations are essential to
accomplishing the objectives of this Agreement. While the relationship between
Chevrolet and Dealer is a very positive one, Chevrolet recognizes that from
time to time there may be disagreements between Chevrolet and Dealer concerning
rights and obligations arising under this Dealer Agreement. It is contemplated
that most disagreements that may arise between Dealer and Chevrolet will be
resolved through discussion between Dealer and Chevrolet field management. In
fact, Dealer is strongly encouraged to discuss and to resolve any differences
through the local field office, the Chevrolet entity most familiar with Dealer
and its operations. However, in those instances where a disagreement between
Dealer and Chevrolet cannot be resolved, Dealer may choose to seek review
through the Dispute Resolution Process, which provides for senior sales
management review and Binding Arbitration. This process is always voluntary on
the part of Dealer and is voluntary on the part of Chevrolet except as provided
in the details of the Dispute Resolution Process as set forth in a separate
booklet (GMMS-1019).

BUSINESS MANAGEMENT RESPONSIBILITY

Eleventh
If Dealer is an authorized Dealer for more than one division of General Motors,
Chevrolet will be primarily responsible for administering the provisions of the
Dealer Agreements relating to the Dealer Statement of Ownership, dealership
location and premises addendum and capital standard addendum.
Chevrolet will execute or extend those documents for all divisions.

EXECUTION OF AGREEMENT AND RELATED DOCUMENTS

Twelfth
This agreement and related agreements are valid only if signed:

<PAGE> 7
GMMS 1012-7
USA 11-95
CHEV 05/31/94

(a) on behalf of Dealer by its duly authorized representative
and, in the case of this agreement, by its Dealer operator;
and

(b) this Agreement as set forth below, on behalf of Chevrolet by
its General Sales and Service Manager and his authorized
representative. All related agreements will be executed by
the General Sales and Service Manager or his authorized
representative.

Thirteenth
The following agreements and understandings are hereby incorporated into this
agreement:

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

And all existing addenda (other than Successor Addendum) relating to Dealer
Statement of Ownership, Dealer Location and Premises Addendum, Capital Standard
Addendum, Area of Primary Responsibility, Motor Vehicle Addendum and Multiple
Dealer Operator Addendum, if applicable, which have not been re-executed at the
time of this agreement.

- ------------------------------------------------------------------------------
Dealer Firm Nam

Chevrolet Motor Division
GENERAL MOTORS CORPORATION

By By
------------------------- ----------------------------------
Dealer Operator Date General Sales and Service Manager

By By
------------------------- ----------------------------------
Dealer Operator Date Authorized Representative Date

<PAGE> 8

STANDARD PROVISIONS

DEALER

SALES AND SERVICE

AGREEMENT

GENERAL MOTORS CORPORATION

<PAGE> 9

TABLE OF CONTENTS FOR STANDARD PROVISIONS

Page
<S> <C> <C>
ARTICLE 1. APPOINTMENT AS AUTHORIZED DEALER......................................1

ARTICLE 2. DEALER OPERATOR.......................................................1

ARTICLE 3. DEALER OWNER..........................................................2

ARTICLE 4. AUTHORIZED LOCATIONS..................................................2
4.1 Dealer Network Planning...............................................2
4.2 Area of Primary Responsibility........................................2
4.3 Establishment of Additional Dealers...................................2
4.4 Facilities............................................................3
4.4.1 Location......................................................3
4.4.2 Change in Location or Use of Premises.........................3
4.4.3 Size..........................................................3
4.4.4 Dealership Image and Design...................................4
4.4.5 Dealership Equipment..........................................4

ARTICLE 5. DEALER'S RESPONSIBILITY TO PROMOTE, SELL,
AND SERVICE PRODUCTS.........................................................4
5.1 Responsibility to Promote and Sell....................................4
5.2 Responsibility to Service.............................................5
5.3 Customer Satisfaction.................................................6
5.4 Business Planning.....................................................6

ARTICLE 6. SALE OF PRODUCTS TO DEALERS...........................................6
6.1 Sale of Motor Vehicles to Dealer......................................6
6.2 Sale of Parts and Accessories to Dealer...............................6
6.3 Prices and Other Terms of Sales.......................................6
6.3.1 Motor Vehicles................................................7
6.3.2 Parts and Accessories.........................................7
6.4 Inventory.............................................................7
6.4.1 Motor Vehicle Inventory.......................................7
6.4.2 Parts and Accessories.........................................7
6.5 Warranties on Products................................................8

ARTICLE 7. SERVICE OF PRODUCTS...................................................8
7.1 Service for Which Division Pays.......................................8
7.1.1 New Motor Vehicle Pre-Delivery Inspections and Adjustments....8
7.1.2 Warranty and Special Policy Repairs...........................8
7.1.3 Campaign Inspections and Corrections..........................8
</TABLE>

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<PAGE> 10

<TABLE>
<S> <C> <C>
7.1.4 Payment for Pre-Delivery Adjustments, Warranty, Campaign
and Transportation Damage Work................................9
7.2 Parts, Accessories, and Body Repairs..................................9
7.2.1 Warranty and Policy Repairs...................................9
7.2.2 Representations and Disclosures as to Parts and Accessories...9
7.2.3 Body Repairs..................................................9
7.2.4 Tools and Equipment...........................................9

ARTICLE 8. TRAINING..............................................................9

ARTICLE 9. REVIEW OF DEALER'S SALES AND
SERVICE PERFORMANCE
........................................................................10

ARTICLE 10. CAPITALIZATION......................................................10

ARTICLE 11. ACCOUNTS AND RECORDS................................................10
11.1 Uniform Accounting System............................................10
11.2 Examination of Accounts and Records..................................10
11.3 Confidentiality of Dealer Data.......................................11

ARTICLE 12. CHANGES IN MANAGEMENT AND OWNERSHIP.................................11
12.1 Succession Rights Upon Death or Incapacity...........................11
12.1.1 Successor Addendum...........................................11
12.1.2. Absence of Successor Addendum................................11
12.1.3 Successor Dealer Requirements................................12
12.1.4 Term of New Dealer Agreement.................................12
12.1.5 Limitation on Offers.........................................12
12.1.6 Cancellation of Addendum.....................................12
12.2 Other Changes in Ownership or Management.............................12
12.3 Right of First Refusal to Purchase...................................13
12.3.1 Creation and Coverage........................................13
12.3.2 Purchase Price and Other Terms of Sale.......................14
12.3.3 Consummation.................................................14
12.3.4 Assignment...................................................14
12.3.5 Transfer Involving Family Members and Dealer Management......14

ARTICLE 13. BREACHES AND OPPORTUNITY TO REMEDY..................................15
13.1 Certain Acts or Events...............................................15
13.2 Failure of Performance by Dealer.....................................16

ARTICLE 14. TERMINATION OF AGREEMENT............................................16
14.1 By Dealer............................................................16
14.2 By Agreement.........................................................16
14.3 Failure to be Licensed...............................................17
14.4 Incapacity of Dealer Operator........................................17
</TABLE>

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<PAGE> 11

<TABLE>
<S> <C> <C>
14.5 Acts or Events.......................................................17
14.6 Reliance on Any Applicable Termination Provision.....................18
14.7 Transactions After Termination.......................................18
14.7.1 Effect on Orders.............................................18
14.7.2 Termination Deliveries.......................................18
14.7.3 Effect of Transactions After Termination.....................18

ARTICLE 15. TERMINATION ASSISTANCE..............................................18
15.1 Deferral of Effective Date...........................................18
15.2 Purchase of Personal Property........................................19
15.2.1 Division's Obligations.......................................19
15.2.2 Dealer's Responsibilities....................................19
15.2.3 Payment......................................................20
15.2.4 Assignment of Rights.........................................20
15.3 Assistance on Premises...............................................20
15.3.1 Division's Obligation........................................20
15.3.2 Owned Premises...............................................21
15.3.3 Leased Premises..............................................21
15.3.4 Rent and Price...............................................22
15.3.5 Limitations on Obligation to Provide Assistance..............22

ARTICLE 16. DISPUTE RESOLUTION PROCESS..........................................22

ARTICLE 17. GENERAL PROVISIONS..................................................23
17.1 No Agent or Legal Representative Status..............................23
17.2 Responsibility for Operations........................................23
17.3 Taxes................................................................23
17.4 Indemnification by General Motors....................................23
17.5 Trademarks and Service Marks.........................................24
17.6 Notices..............................................................24
17.7 No Implied Waivers...................................................25
17.8 Assignment of Rights or Delegation of Duties.........................25
17.9 No Third Party Benefit Intended......................................25
17.10 Accounts Payable.....................................................25
17.11 Sole Agreement of Parties............................................25
17.12 Applicable Law.......................................................26
17.13 Superseding Dealer Agreements .......................................26
</TABLE>

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<PAGE> 12

STANDARD PROVISIONS

The Following Standard Provisions are part of Division's Dealer Sales and
Service Agreement (Form GMMS 1012).

PURPOSE OF AGREEMENT

The purpose of this Agreement is to promote a relationship between
Division and its Dealers which encourages and facilitates cooperation and
mutual effort to satisfy customers, and permits Division and its dealers to
fully realize their opportunities for business success. Division has
established a network of authorized dealers operating at approved locations to
effectively sell and service its Products and to build and maintain consumer
confidence and satisfaction in Dealer and Division. Consequently, Division
relies upon each Dealer to provide appropriate skill, capital, equipment, staff
and facilities to properly sell, service, protect the reputation, and satisfy
the customers of Division's Products in a manner that demonstrates a caring
attitude toward those customers. At the same time, Dealer relies upon Division
to provide sales and service support and to continually strive to enhance the
quality and competitiveness of its Products.

This mutual dependence requires a spirit of cooperation, trust and
confidence between Division and its dealers. To facilitate attainment of
cooperation, trust and confidence, and to provide Division with the benefit of
dealer advice regarding many decisions which affect dealer business operations,
Division has established mechanisms to obtain dealer input in the
decision-making process. These mechanisms are described in Division's Dealer
Sales and Service Agreement.

This Agreement (i) authorizes Dealer to sell and service Division's
Products and represent itself as a Division Dealer; (ii) states the terms under
which Dealer and Division agree to do business together, (iii) states the
responsibilities of Dealer and Division to each other and to customers; and
(iv) reflects the mutual dependence of the parties in achieving their business
objectives.

ARTICLE 1. APPOINTMENT AS AUTHORIZED DEALER

Division appoints Dealer as a non-exclusive dealer of Division
Products. Dealer has the right to buy Products and the obligation to market and
service those Products in accordance with this Agreement and related documents.

ARTICLE 2. DEALER OPERATOR

This is a Personal Services Agreement, entered into in reliance on the
qualifications of Dealer Operator identified in Paragraph Third, and on
Dealer's assurance that Dealer Operator will provide personal services by
exercising full managerial authority over Dealership Operations. Dealer
Operator will have an unencumbered ownership interest in Dealer of at least 15
percent at all times. A Dealer Operator must be a competent business person, an
effective manager, must have demonstrated a caring attitude toward customers,
and should have a successful record as a merchandiser of automotive products
and services or otherwise have demonstrated the ability to manage a dealership.
The experience necessary may vary with the potential represented by each dealer
location.

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<PAGE> 13

ARTICLE 3. DEALER OWNER

Division enters into this Agreement in reliance on the qualifications
of dealer owner(s) identified in the Dealer Statement of Ownership. Division
and Dealer agree each dealer owner will continue to own, both of record and
beneficially, the percentage stated in the Dealer Statement of Ownership,
unless a change is made in accordance with Article 12.

ARTICLE 4. AUTHORIZED LOCATIONS

4.1 DEALER NETWORK PLANNING

Because Division distributes its Products through a network of
authorized dealers operating from approved locations, those dealers must be
appropriate in number, located properly, and have proper facilities to
represent and service Division's Products competitively and to permit each
dealer the opportunity to achieve a reasonable return on investment if it
fulfills its obligations under its Dealer Agreement. Through such a dealer
network, the Division can maximize the convenience of customers in purchasing
Products and having them serviced. As a result, customers, dealers, and the
Division all benefit.

To maximize the effectiveness of its dealer network, Division agrees
to monitor marketing conditions and strive, to the extent practicable, to have
dealers appropriate in number, size and location to achieve the objectives
stated above. Such marketing conditions include Division's sales and
registration performance, present and future demographic and economic
considerations, competitive dealer networks, the ability of Division's existing
dealers to achieve the objectives stated above, the opportunities available to
existing dealers, and other appropriate circumstances.

4.2 AREA OF PRIMARY RESPONSIBILITY

Dealer is responsible for effectively selling, servicing and otherwise
representing Division's Products in the Area designated in a Notice of Area of
Primary Responsibility. Division retains the right to revise Dealer's Area of
Primary Responsibility at Division's sole discretion consistent with dealer
network planning objectives. If Division determines that marketing conditions
warrant a change in Dealer's Area of Primary Responsibility, it will advise
Dealer in writing of the proposed change, the reasons for it, and will consider
any information the Dealer submits. Dealer must submit such information in
writing within 30 days of receipt of notice of the proposed change. If Division
thereafter decides the change is warranted, it will issue a revised Notice of
Area of Primary Responsibility.

4.3 ESTABLISHMENT OF ADDITIONAL DEALERS

Division reserves the right to appoint additional dealers but Division
will not exercise this right without first analyzing dealer network planning
considerations.

Prior to establishing an additional dealer within Dealer's Area of
Primary Responsibility, Division will advise Dealer in writing and give Dealer
thirty days to present relevant information before Division makes a final
decision. Division will advise Dealer of the final decision, which will

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<PAGE> 14

be made solely by Division pursuant to its business judgment. Nothing in this
Agreement is intended to require Dealer's consent to the establishment of an
additional dealer.

Neither the appointment of a dealer at or within three miles of a
former dealership location as replacement for the former dealer nor the
relocation of an existing dealer will be considered the establishment of an
additional Dealer for purposes of this Article 4.3. Such events are within the
sole discretion of Division, pursuant to its business judgment.

4.4 FACILITIES

4.4.1 LOCATION

Dealer agrees to conduct Dealership Operations only from the approved
locations(s) within its Area of Primary Responsibility. The Location and
Premises Addendum identifies Dealer's approved location(s) and facilities
("Premises"). If more than one location is approved, Dealer agrees to conduct
from each location only those Dealership Operations authorized in the Addendum
for such location.

4.4.2 CHANGE IN LOCATION OR USE OF PREMISES

If Dealer wants to make any change in location(s) or Premises, or in
the uses previously approved for those Premises, Dealer will give Division
written notice of the proposed change, together with the reasons for the
proposal, for Division's evaluation and final decision in light of dealer
network planning considerations. No change in location or in the use of
Premises, including addition of any other vehicle lines, will be made without
Division's prior written authorization.

Before Division requires any changes in Premises, it will consult with
Dealer, indicate the rationale for the change, and solicit Dealer's views on
the proposal. If, after such review with Dealer, Division determines a change
in Premises or location is appropriate, the Dealer will be allowed a reasonable
time to implement the change. Any such changes will be reflected in a new
Location and Premises Addendum or other written agreement executed by Dealer
and Division.

Nothing herein is intended to require the consent or approval of any
dealer to a proposed relocation of any other dealer.

4.4.3 SIZE

Dealer agrees to provide Premises at its approved location(s) that
will promote the effective performance and conduct of Dealership Operations,
and the Division's image and goodwill. Consistent with Division's dealer
network planning objectives and Division's interest in maintaining the
stability and viability of its dealers, Dealer agrees that its facilities will
be sized in accordance with Division's requirements for that location.

Division agrees to establish and maintain a clearly stated policy for
determining reasonable dealer facility space requirements and to periodically
re-evaluate those requirements to ensure that they continue to be reasonable.

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<PAGE> 15

4.4.4 DEALERSHIP IMAGE AND DESIGN

The appearance of Dealer's Premises is important to the image of
Dealer and Division, and can affect the way customers perceive Division's
Products and its dealers generally. Dealer therefore agrees that its Premises
will be properly equipped and maintained, and that the interior and exterior
retail environment and signs will comply with any reasonable requirements
Division may establish to promote and preserve the image of Division and its
dealers.

Division will monitor developments in automotive and other retailing
to ensure that Division's image and facility requirements are responsive to
changes in the marketing environment.

Division will take into account existing economic and marketing
conditions, and consult with dealers as described in Division's Dealer Sales
and Service Agreement, in establishing such requirements.

4.4.5 DEALERSHIP EQUIPMENT

Effective performance of Dealer's responsibilities under this
Agreement requires that the dealership be reasonably equipped to communicate
with customers and the Division and to properly diagnose and service Products.
Accordingly, Dealer agrees to provide for use in the Dealership Operations any
equipment reasonably designated by Division as necessary to Dealer's effective
performance under this Agreement. Division will make such designations only
after having consulted with dealers as described in Division's Dealer Sales and
Service Agreement.

ARTICLE 5. DEALER'S RESPONSIBILITY TO PROMOTE, SELL,
AND SERVICE PRODUCTS

5.1 RESPONSIBILITY TO PROMOTE AND SELL

5.1.1 Dealer agrees to effectively, ethically and lawfully sell and
promote the purchase, lease and use of Products by consumers located in its
Area of Primary Responsibility. To achieve this objective, Dealer agrees to:

(a) maintain an adequate force of trained sales personnel;

(b) explain to Product purchasers the items which make up
the purchase price and provide purchasers with itemized
invoices;

(d) include in customer orders only equipment or accessories
requested by customer or required by law; and

(e) ensure that the customer's purchase and delivery
experience are satisfactory.

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<PAGE> 16

If Dealer modifies or sells a modified new Motor Vehicle, or installs
any equipment, accessory or part not supplied by General Motors, or sells any
non-General Motors service contract for a Motor Vehicle, Dealer will disclose
this fact on the purchase order and bill of sale, indicating that the
modification, equipment, accessory or part is not warranted by General Motors
or, in the case of a service contract, the coverage is not provided by General
Motors or an affiliate.

5.1.2 Dealer is authorized to sell new Motor Vehicles only to
customers located in the United States. Dealer agrees that it will not sell new
Motor Vehicles for resale or principal use outside the United States. Dealer
also agrees not to sell any new Motor Vehicles which were not originally
manufactured for sale and distribution in the United States.

5.1.3 Division will conduct general advertising programs to promote
the sale of Products for the mutual benefit of Division and Dealers. Division
will make available to Dealer advertising and sales promotion materials from
time to time and advise Dealer of any applicable charges.

5.2 RESPONSIBILITY TO SERVICE

5.2.1 Dealer agrees to maximize customer satisfaction by providing
courteous, convenient, prompt, efficient and quality service to owners of Motor
Vehicles, regardless of from whom the Vehicles were purchased. All service will
be performed and administered in a professional manner and in accordance with
all applicable laws and regulations, and this Agreement, including the Service
Policies and Procedures Manual, as amended from time to time.

5.2.2 Dealer agrees to maintain an adequate service and parts
organization as recommended by Division, including a competent, trained service
and parts manager(s), trained service and parts personnel and, where service
volume or other conditions make it advisable, a consumer relations manager.

5.2.3 Dealer and Division will each provide the other with such
information and assistance as may reasonably be requested by the other to
facilitate compliance with applicable laws, regulations, investigations and
orders relating to Products.

5.2.4 To build and maintain consumer confidence in, and satisfaction
with, Dealer and Division, Dealer will comply with Divisional procedures for
the investigation and resolution of Product-related complaints.

5.2.5 Division will make available to Dealer current service and
parts manuals, bulletins, and technical data publications relating to Motor
Vehicles.

5.3 CUSTOMER SATISFACTION

Dealer and Division recognize that appropriate care for the customer
will promote customer satisfaction with Division's Products and its dealers,
which is critically important to our current and future business success.
Dealer therefore agrees to conduct is operations in a manner which will promote
customer satisfaction with the purchase and ownership experience. Division
agrees to provide Dealer with reasonable support to assist Dealer's attainment
of customer satisfaction. At its

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<PAGE> 17

discretion, Division will monitor the satisfaction of Dealer's customers, and
report the results to Dealer. Any written response from Dealer concerning a
customer satisfaction report issued to Dealer will become a part of the report.

5.4 BUSINESS PLANNING

To enable Dealer to most effectively meet its obligations under this
Agreement, and to enable Division to effectively support Dealer's efforts,
Dealer agrees to develop and implement a Business Plan if such is required by
Division.

ARTICLE 6. SALE OF PRODUCTS TO DEALERS

6.1 SALE OF MOTOR VEHICLES TO DEALER

Division will periodically furnish Dealer one or more Motor Vehicle
Addenda specifying the current model types or series of new Motor Vehicles
which Dealer may order under this Agreement. Division may change a Motor
Vehicle Addendum by furnishing a superseding one, or may cancel an Addendum at
any time.

Division will endeavor to distribute new Motor Vehicles among its
dealers in a fair and equitable manner. Many factors affect the availability
and distribution of Motor Vehicles to dealers, including component availability
and production capacity, sales potential in Dealer's Area of Primary
Responsibility, varying consumer demand, wether and transportation conditions,
governmental regulations, and other conditions beyond the control of General
Motors. Division reserves to itself discretion in accepting orders and
distributing Motor Vehicles, and its judgments and decisions are final. Upon
written request, Division will advise Dealer of the total number of new Motor
Vehicles, by series, sold to Dealers in Dealer's Zone or Branch during the
preceding month.

6.2 SALE OF PARTS AND ACCESSORIES TO DEALER

New, reconditioned or remanufactured automotive parts and accessories
marketed by General Motors and listed in current Dealer Parts and Accessories
Price Schedules or supplements furnished to Dealer are called Parts and
Accessories.

Orders for Parts and Accessories will be submitted and processed
according to written procedures established by General Motors or other
designated suppliers.

6.3 PRICES AND OTHER TERMS OF SALES

6.3.1 MOTOR VEHICLES

Prices, destination charges, and other terms of sale applicable to
purchases of new Motor Vehicles will be those established according to Vehicle
Terms of Sale Bulletins furnished periodically to Dealer.

-6-

<PAGE> 18

Prices, destination charges, and other terms of sale applicable to any
motor Vehicle may be changed at any time. Except as otherwise provided in
writing, changes apply to Motor Vehicles not shipped to Dealer at the time the
changes are made effective.

Dealer will receive written notice of any price increase before any
motor Vehicle to which such increase applies is shipped, except for initial
prices for a new model year or for any new model or body type. Dealer has the
right to cancel or modify the affected orders by delivering written notice to
Division within 10 days after its receipt of the price increase notice.

6.3.2 PARTS AND ACCESSORIES

Price and other terms of sale applicable to Parts and Accessories are
established by General motors according to the Parts and Accessories Terms of
Sale Bulletin furnished to Dealer.

Prices and other terms of sale applicable to Parts and Accessories may
be changed by General Motors at any time. Such changes apply to Parts and
Accessories not shipped to Dealer at the time changes become effective.

6.4 INVENTORY

6.4.1 MOTOR VEHICLE INVENTORY

Dealer recognizes that customers expect Dealer to have a reasonable
quantity and variety of current model Motor Vehicles in inventory. Accordingly,
Dealer agrees to order and stock and Division agrees to make available, subject
to Article 6.1, a mix of models and series of Motor Vehicles identified in the
Motor Vehicle Addendum in quantities adequate to enable Dealer to fulfill its
obligations in its Area of Primary Responsibility.

6.4.2 PARTS AND ACCESSORIES

Dealer agrees to stock sufficient Parts and Accessories made available
by General motors to perform warranty repairs and policy adjustments and meet
customer demand.

6.5 WARRANTIES ON PRODUCTS

General Motors warrants new Motor Vehicles and Parts and Accessories
(Products) as explained in documents provided with the Products or in the
Service Policies and Procedures Manual.

EXCEPT AS OTHERWISE PROVIDED BY LAW, THE WRITTEN GENERAL MOTORS
WARRANTIES ARE THE ONLY WARRANTIES APPLICABLE TO PRODUCTS. WITH RESPECT TO
DEALERS, SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES OR LIABILITIES,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR ANY LIABILITY FOR COMMERCIAL LOSSES BASED
UPON NEGLIGENCE OR MANUFACTURER'S STRICT LIABILITY. EXCEPT AS MAY BE PROVIDED
UNDER AN

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<PAGE> 19

ESTABLISHED GENERAL MOTORS PROGRAM OR PROCEDURE, GENERAL MOTORS NEITHER ASSUMES
NOR AUTHORIZES ANYONE TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN
CONNECTION WITH PRODUCTS, AND GENERAL MOTORS MAXIMUM LIABILITY IS TO REPAIR OR
REPLACE THE PRODUCT.

ARTICLE 7. SERVICE OF PRODUCTS

7.1 SERVICE FOR WHICH DIVISION PAYS

7.1.1 NEW MOTOR VEHICLE PRE-DELIVERY INSPECTIONS AND ADJUSTMENTS

Because new vehicle delivery condition is critical to customer
satisfaction, Dealer agrees to perform specified pre-delivery inspections and
adjustments on each new Motor Vehicle and verify completion according to
procedures identified in the Service Policies and Procedures Manual.

7.1.2 WARRANTY AND SPECIAL POLICY REPAIRS

Dealer agrees to perform (i) required warranty repairs on each
qualified Motor Vehicle at the time of pre-delivery service and when requested
by owner, and (ii) special policy repairs approved by Division. When the
vehicle is returned to the owner, Dealer will provide owner a copy and
explanation of the repair document reflecting all services performed.

7.1.3 CAMPAIGN INSPECTIONS AND CORRECTIONS

Division will notify Dealer of suspected unsatisfactory conditions on
Products and issue campaign instructions. Dealer agrees to inspect and correct
suspected unsatisfactory conditions on Products in accordance with the
instructions. Dealer will also determine that campaign inspections and
corrections have been made on new and used Motor Vehicles in its inventory
prior to sale, and follow-up on Products on which campaigns are outstanding.

Division may ship, and Dealer agrees to accept, unordered parts and
materials required for campaigns. Upon campaign completion, Dealer will receive
credit for excess parts and materials so shipped if they are returned or
disposed of according to Division's instructions.

7.1.4 PAYMENT FOR PRE-DELIVERY ADJUSTMENTS, WARRANTY, CAMPAIGN AND
TRANSPORTATION DAMAGE WORK

For Dealer's performance of service, pre-delivery inspections and
adjustments, warranty repairs, special policy repairs, campaign inspections and
corrections, and transportation damage repairs, Division will provide or pay
Dealer for the Parts and other materials required and will pay Dealer a
reasonable amount for labor. Payment will be made according to policies in the
Service Policies and Procedures Manual. Dealer will not impose any charge for
such service on owners or users except where a deductible or pro-rata charge
applies.

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7.2 PARTS, ACCESSORIES, AND BODY REPAIRS

7.2.1 WARRANTY AND POLICY REPAIRS

Dealer agrees to use only genuine GM or General Motors approved Parts
and Accessories in performing warranty repairs, special policy repairs, and any
other repairs paid for by Division, in accordance with the applicable
provisions of the Service Policies and Procedures Manual.

7.2.2 REPRESENTATIONS AND DISCLOSURES AS TO PARTS AND ACCESSORIES

In servicing vehicles marketed by General Motors, Dealer agrees to
disclose the use of non- General Motors parts and accessories as set forth in
Article 5.1.1.

7.2.3 BODY REPAIRS

Dealer agrees to provide quality body repair service for Motor
Vehicles. Dealer can provide this service through its own body shop, or by
arrangement with an alternate repair establishment.

7.2.4 TOOLS AND EQUIPMENT

Dealer agrees to provide essential service tools as required by
Division and other tools and equipment as necessary to fulfill its
responsibilities to properly diagnose and service Products.

ARTICLE 8. TRAINING

Properly trained personnel are essential to the success of Dealer and
Division, and to providing customers with a satisfactory sales and service
experience. Division agrees to make available or recommend to Dealer product,
sales, service and parts, accounting and business management training courses
for Dealer personnel. Division will make such training available as
conveniently in time and location as practical circumstances permit. Division
will assist Dealer in determining training requirements and periodically will
require that Dealer have personnel attend specific courses. Dealer agrees to
comply with any such reasonable training requirements and pay any specified
training charges. Division will consult with dealers as described in Division's
Dealer Sales and Service Agreement prior to determining the training courses or
programs from which an individual Dealer's requirements under this Article may
be established. Specific minimum service training requirements will be
described in Division's Service Policies and Procedures Manual.

Division will make available personnel to advise and counsel Dealer
personnel on sales, service, parts and accessories, and related subjects.

ARTICLE 9. REVIEW OF DEALER'S SALES AND
SERVICE PERFORMANCE

Dealer's performance of its obligations is essential to the effective
representation of Division's Products, and to the reputation and goodwill of
Dealer, Division, and other Division dealers. Periodically, Division will
review various aspects of Dealer's sales and service performance.

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Division and Dealer will use the review process to identify areas in which
improvements or changes are necessary so that Dealer can take prompt action to
achieve acceptable performance.

ARTICLE 10. CAPITALIZATION

The Capital Standard Addendum reflects the minimum net working capital
necessary for Dealer to conduct Dealership Operations. Dealer agrees to
maintain at least this level of net working capital. Division will issue a new
Addendum if changes in operating conditions or Divisional guidelines indicate
capital needs have changed materially.

To avoid damage to goodwill which could result if Dealer is
financially unable to fulfill its commitments. Dealer agrees to have and
maintain a separate line of credit from a financial institution available to
finance its purchase of new vehicles. The amount of the line of credit will be
sufficient for Dealer to meet its obligations under Article 6.4.

ARTICLE 11. ACCOUNTS AND RECORDS

11.1 UNIFORM ACCOUNTING SYSTEM

A uniform accounting system facilitates an evaluation of Dealer
business management practices and the impact of Division's policies and
practices. Division therefore agrees to maintain, and Dealer agrees to use and
maintain records in accordance with, a uniform accounting system set forth in
an accounting manual furnished to Dealer.

Dealer also agrees to timely submit true and accurate applications or
claims for payments, discounts or allowances; true and correct orders for
Products and reports of sale and delivery; and any other reports or statements
required by Division, in the manner specified by Division, and to retain such
records for at least two years.

11.2 EXAMINATION OF ACCOUNTS AND RECORDS

Dealer agrees to permit any designated representative of Division to
examine, audit, and take copies of any of the accounts and records Dealer is to
maintain under the accounting manual and this Agreement. Dealer agrees to make
such accounts and records readily available at its facilities during regular
business hours. Division agrees to furnish Dealer with a list of any reproduced
records.

11.3 CONFIDENTIALITY OF DEALER DATA

Division agrees not to furnish any personal or financial data
submitted to it by Dealer to any non-affiliated entity unless authorized by
Dealer, required by law, or pertinent to judicial or administrative
proceedings, or to proceedings under the Dispute Resolution Process.

ARTICLE 12. CHANGES IN MANAGEMENT AND OWNERSHIP

The parties recognize that customers and authorized dealers, as well
as shareholders and employees of General Motors, have a vital interest in the
continued success and efficient operation

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of Division's dealer network. Accordingly, Division has the responsibility of
continuing to administer the network to ensure that dealers are owned and
operated by qualified persons able to meet the requirements of this Agreement.

12.1 SUCCESSION RIGHTS UPON DEATH OR INCAPACITY

12.1.1 SUCCESSOR ADDENDUM

Dealer can apply for a Successor Addendum designating a proposed
dealer operator and/or owners of a successor dealer to be established if this
Agreement expires or is terminated because of death or incapacity. Division
will execute the Addendum provided Dealer is meeting its obligations under this
Agreement and under any Dealer Agreement which Dealer may have with other
Divisions of General Motors for the conduct of Dealership Operations at the
approved location; and the proposed dealer operator is, and will continue to
be, employed full-time by Dealer or a comparable automotive dealership, and is
already qualified or is being training to qualify as a dealer operator; and
provided all other proposed owners are acceptable.

Division may refuse to enter into a Successor Addendum with dealer if
Division has previously notified Dealer it does not plan to continue Dealership
Operations at the approved location, except for renewal of an existing
Successor Addendum where the same proposed dealer operator continues to be
qualified.

Upon expiration of this Agreement, Division will, upon Dealer's
request, execute a new successor addendum provided a new and superseding dealer
agreement is executed with Dealer, and Dealer, the proposed dealer operator and
dealer owners are then qualified as described above.

12.1.2. ABSENCE OF SUCCESSOR ADDENDUM

If this Agreement expires or is terminated because of death or
incapacity and Dealer and Division have not executed a Successor Addendum, the
Dealer Operator or, if there is not a remaining Dealer Operator, the remaining
dealer owners may propose a successor dealer to continue the operations
identified in this Agreement. The proposal must be made to Division in writing
at least 30 days prior to the expiration or termination of this Agreement,
including any deferrals.

12.1.3 SUCCESSOR DEALER REQUIREMENTS

Division will accept a proposal to establish a successor dealer
submitted by a proposed dealer operator under this Article 12.1 provided:

(a) the proposed successor dealer and the proposed dealer
operator are ready, willing and able to meet the requirements of a new
dealer agreement at the approved location)s);

(b) Division approves the proposed dealer operator and all
proposed owners not previously approved for the existing Dealership
Operations;

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(d) Dealer has not been previously notified that Division
may discontinue Dealership Operations at that location.

12.1.4 TERM OF NEW DEALER AGREEMENT

The dealer agreement offered a successor dealer will be for a three
year term. Division will notify the successor dealer in writing at least 90
days prior to the expiration date whether the successor dealer has performed
satisfactorily and, if so, that Division will offer a new dealer agreement.

12.1.5 LIMITATION ON OFFERS

Dealer will be notified in writing of the decision on a proposal to
establish a successor dealer submitted under Article 12.1 within 60 days after
Division has received from Dealer all applications and information reasonably
requested by Division. Division may condition its offer of a dealer agreement
on the relocation of dealership operations to an approved location by successor
dealer within a reasonable time. Division's offer of a new dealer agreement
under this Article 12.1 will automatically expire if not accepted in writing by
the proposed successor dealer within 60 days after it receives the offer.

12.1.6 CANCELLATION OF ADDENDUM

Dealer may cancel an executed Successor Addendum at any time prior to
the death of a Dealer Operator or Dealer Owner, or the incapacity of Dealer
Operator. Division may can el an executed Successor Addendum only if the
proposed dealer operator is no longer qualified under Article 12.1.1.

12.2 OTHER CHANGES IN OWNERSHIP OR MANAGEMENT

If Dealer proposes a change in Dealer Operator, a change in ownership,
or a transfer of the dealership business or its principal assets to any person
conditioned upon Division's entering into a dealer agreement with that person,
Division will consider Dealer's proposal and not arbitrarily refuse to approve
it, subject to the following:

12.2.1 Dealer agrees to give Division prior written notice of any
proposed change or transfer described above. Dealer understands that if any
such change is made prior to Division's approval of the proposal, termination
of this Agreement will be warranted and Division will have no further
obligation to consider Dealer's proposal.

12.2.2 Division agrees to consider Dealer's proposal, taking into
account factors such as (a) the personal, business, and financial
qualifications of the proposed dealer operator and owners, and (b) whether the
proposed change is likely to result in a successful dealership operation with
acceptable management, capitalization, and ownership which will provide
satisfactory sales, service,

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and facilities at an approved location, while promoting and preserving
competition and customer satisfaction.

12.2.3 Division will notify Dealer in writing of Division's decision
on Dealer's proposal within 60 days after Division has received from Dealer all
applications and information reasonably requested by Division. If Division
disagrees with the proposal, it will specify its reasons.

12.2.4 Any material change in Dealer's proposal, including change in
price, facilities, capitalization, proposed owners, or dealer operator, will be
considered a new proposal, and the time period for Division to respond shall
recommence.

12.2.5 Division's prior written approval is not required where the
transfer of equity ownership or beneficial interest to an individual is (a)
less than ten percent in a calendar year; and (b) between existing dealer
owners previously approved by Division where there is no change in majority
ownership or voting control. Dealer agrees to notify Division within 30 days of
the date of the change and to execute a new Dealer Statement of Ownership.

12.2.6 Division is not obligated to approve any proposed changes in
management or ownership under this Article unless Dealer makes arrangements
acceptable to Division to satisfy any indebtedness of Dealer to General Motors.

12.3 RIGHT OF FIRST REFUSAL TO PURCHASE

12.3.1 CREATION AND COVERAGE

If Dealer submits a proposal for a change of ownership under Article
12.2, Division will have a right of first refusal to purchase the dealership
assets regardless of whether the proposed buyer is qualified to be a dealer. If
Division chooses to exercise this right, it will do so in its written response
to Dealer's proposal. Division will have a reasonable opportunity to inspect
the assets, including real estate, before making its decision.

12.3.2 PURCHASE PRICE AND OTHER TERMS OF SALE

(a) Bona Fide Agreement

If Dealer has entered into a bona fide written buy/sell agreement, the
purchase price and other terms of sale will be those set forth in such
agreement and any related documents, unless Dealer and Division agree to other
terms.

Upon Division's request, Dealer agrees to provide all documents
relating to the proposed transfer. If Dealer refuses to provide such
documentation or state in writing that such documents do not exist, it will be
presumed that the agreement is not bona fide.

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(b) ABSENCE OF BONA FIDE AGREEMENT

In the absence of a bona fide written buy/sell agreement, the purchase
price of the dealership assets will be determined by good faith negotiations by
Dealer and Division. If agreement cannot be reached within a reasonable time,
the price and other terms of sale will be established by arbitration according
to the rules of the American Arbitration Association.

12.3.3 CONSUMMATION

Dealer agrees to transfer the property by Warranty Deed, where
possible, conveying marketable title free and clear of liens and encumbrances.
The Warranty Deed will be in proper form for recording and Dealer will deliver
complete possession of the property when the Deed is delivered. Dealer will
also furnish copies of any easements, licenses or other documents affecting the
property and assign any permits or licenses necessary for the conduct of
Dealership Operations.

12.3.4 ASSIGNMENT

Division's rights under this section may be assigned to any third
party ("Assignee"). If there is an assignment, Division will guarantee full
payment of the purchase price by the Assignee. Division shall have the
opportunity to discuss the terms of the buy/sell agreement with a potential
Assignee.

Division's rights under this Article are binding on and enforceable
against any Assignee or successor in interest of Dealer or purchase of Dealer's
assets.

12.3.5 TRANSFER INVOLVING FAMILY MEMBERS AND DEALER MANAGEMENT

When the proposed change of ownership involves a transfer by a dealer
owner solely to a member or members of his or her immediate family, or to a
qualifying member of Dealer's Management, the Division's right of first refusal
will not apply. An "immediate family member" shall bed the spouse, child,
grandchild, spouse of a child or grandchild, brother, sister or parent of the
dealer owner. A "qualifying member of Dealer's Management" shall be an
individual who has been employed by Dealer for at least two years and otherwise
qualifies as a dealer operator.

ARTICLE 13. BREACHES AND OPPORTUNITY TO REMEDY

13.1 CERTAIN ACTS OR EVENTS

The following acts or events, which are within the control of Dealer
or originate from action taken by Dealer or its management or owners, are
material breaches of this Agreement. If Division learns that any of the acts or
events has occurred, it may notify the Dealer in writing. If notified, Dealer
will be given the opportunity to respond in writing within 30 days of receipt
of the notice, explaining or correcting the situation to Division's
satisfaction.

13.1.1 The removal, resignation, withdrawal, or elimination from
Dealer for any reason of any Dealer Operator or dealer owners without
Division's prior written approval.

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13.1.2 Any attempted or actual sale, transfer, or assignment by
Dealer of this Agreement or any of the rights granted Dealer hereunder or any
attempted or actual transfer, assignment or delegation by Dealer of any of the
responsibilities assumed by it under this Agreement contrary to the terms of
this Agreement.

13.1.3 Any change, whether voluntary or involuntary, in the record or
beneficial ownership of Dealer as set forth in the Dealer Statement of
Ownership furnished by Dealer, unless permitted by Article 12.2.5 or pursuant
to Division's written approval.

13.1.4 Any undertaking by Dealer or any of its owners to conduct,
either directly or indirectly, any of the Dealership Operations at any
unapproved location.

13.1.5 Any sale, transfer, relinquishment, or discontinuance of use
by Dealer of any of the Dealership Premises or other principal assets required
in the conduct of the Dealership Operations, without Division's prior written
approval.

13.1.6 Any dispute among the owners or management personnel of Dealer
which, in Division's opinion, may adversely affect the Dealership Operations or
the interests of Dealer or Division.

13.1.7 Refusal by Dealer to timely furnish sales, service or financial
information and related supporting data, or to permit Division's examination or
audit of Dealer's accounts and records.

13.1.8 A finding by a government agency or court of original
jurisdiction or a settlement arising from charges that Dealer, or a predecessor
of Dealer owned or controlled by the same person, had committed a misdemeanor
or unfair or deceptive business practice which, in Division's opinion, may
adversely affect the reputation or interests of Dealer or Division.

13.1.9 Wilful failure of Dealer to comply with the provisions of any
laws or regulations relating to the sale or service of Products.

13.1.10 Submission by Dealer of false applications or reports,
including false orders for Products or reports of delivery or transfer of
Products.

13.1.11 Failure of Dealer to maintain the line of credit required by
Article 10.

13.1.12 Failure of Dealer to timely pay its obligations to General
Motors.

13.1.13 Any other material breach of Dealer's obligations under this
Agreement not otherwise identified in this Article 13 or in Article 14.

If Dealer's response demonstrates that the breach has been corrected,
or otherwise explains the circumstances to Division's satisfaction, then
Division shall confirm this fact in writing to Dealer.

If, however, Dealer's response does not demonstrate that the breach
has been corrected, or explain the circumstances to Division's satisfaction,
termination is warranted and DIVISION may

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terminate this Agreement upon written notice to Dealer. Termination will be
effective 60 days following Dealer's receipt of the notice.

13.2 FAILURE OF PERFORMANCE BY DEALER

If Division determines that Dealer's Premises are not acceptable, or
that Dealer has failed to adequately perform its sales or service
responsibilities, including those responsibilities relating to customer
satisfaction and training, Division will review such failure with Dealer.

As soon as practicable thereafter, Division will notify Dealer in
writing of the nature of Dealer's failure and of the period of time (which
shall not be less than six months) during which Dealer will have the
opportunity to correct the failure.

If Dealer does correct the failure by the expiration of the period,
Division will so advise the Dealer in writing.

If however, Dealer does not correct the failure by the expiration of
the period, Division may terminate this Agreement by giving Dealer 90 days
advance written notice.

ARTICLE 14. TERMINATION OF AGREEMENT

14.1 BY DEALER

Dealer has the right to terminate this Agreement without cause at any
time upon written notice to Division. Termination will be effective 30 days
after Division's receipt of the notice, unless otherwise mutually agreed in
writing.

14.2 BY AGREEMENT

This Agreement may be terminated at any time by written agreement
between Division and Dealer.

Termination assistance will apply only as specified in the written
termination agreement.

14.3 FAILURE TO BE LICENSED

If Division or Dealer fails to secure or maintain any license required
for the performance of obligations under this Agreement or such license is
suspended or revoked, either party may immediately terminate this Agreement by
giving the other party written notice.

14.4 INCAPACITY OF DEALER OPERATOR

Because this is a Personal Services Agreement, Division may terminate
this Agreement by written notice to Dealer if Dealer Operator is so physically
or mentally incapacitated that the Dealer Operator is unable to actively
exercise full managerial authority. The effective date of termination

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will be stated in such written notice and will be not less than three months
after receipt of such notice.

14.5 ACTS OR EVENTS

If Division learns that any of the following has occurred, it may
terminate this Agreement by giving Dealer written notice of termination.
Termination will be effective on the date specified in the notice.

14.5.1 Conviction in a court of original jurisdiction of Dealer, or a
predecessor of Dealer owned or controlled by the same person, or any Dealer
Operator or dealer owner of any felony.

14.5.2 Insolvency of Dealer, or filing by or against Dealer of a
petition in bankruptcy; or filing of a proceeding for the appointment of a
receiver or trustee for Dealer, provided such filing or appointment is not
dismissed or vacated within thirty days; or execution by Dealer of an
assignment for the benefit of creditors or any foreclosure or other due process
of law whereby a third party acquires rights to the operation, ownership or
assets of Dealer.

14.5.3 Failure of Dealer to conduct customary sales and service
operations during customary business hours for seven consecutive business days.

14.5.4 Any misrepresentation to General Motors by Dealer or by any
Dealer Operator or owner in applying for this Agreement, or in identifying the
Dealer Operator, or record or beneficial ownership of Dealer.

14.5.5 Submission by Dealer of false applications or claims for any
payment, credit, discount, or allowance, including false applications in
connection with incentive activities, where the false information was submitted
to generate a payment to Dealer for a claim which would not otherwise have
qualified for payment.

Termination for failure to correct other breaches will be according to
the procedures outlined in Article 13.

14.6 RELIANCE ON ANY APPLICABLE TERMINATION PROVISION.

The terminating party may select the provision under which it elects
to terminate without reference in its notice to any other provision that may
also be applicable. The terminating party subsequently also may assert other
grounds for termination.

14.7 TRANSACTIONS AFTER TERMINATION

14.7.1 EFFECT ON ORDERS

If Dealer and Division do not enter into a new Dealer Agreement when
this Agreement expires or is terminated, all of Dealer's outstanding orders for
Products will be automatically canceled except as provided in this Article
14.7.

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Termination of this Agreement will not release Dealer or Division from
the obligation to pay any amounts owing the others, nor release Dealer from the
obligation to pay for Special Vehicles if Division has begun processing such
orders prior to the effective date of termination.

14.7.2 TERMINATION DELIVERIES.

If this Agreement is voluntarily terminated by Dealer or expires or is
terminated because of the death or incapacity of a Dealer Operator or death of
a Dealer Owner, without a termination or expiration deferral, Division will use
its best efforts consistent with its distribution procedures to furnish Dealer
with Motor Vehicles to fill Dealer's bona fide retail orders on hand on the
effective date of termination or expiration, not to exceed, however, the total
number of Motor Vehicles invoiced to Dealer for retail sale during the three
months immediately preceding the effective date of termination.

14.7.3 EFFECT OF TRANSACTIONS AFTER TERMINATION.

Neither the sale of Products to Dealer nor any other act by Division
or Dealer after termination of this Agreement will be construed as a waiver of
the termination.

ARTICLE 15. TERMINATION ASSISTANCE

15.1 DEFERRAL OF EFFECTIVE DATE.

If this Agreement is scheduled to expire or terminate because of the
death or incapacity of a Dealer Operator or the death of a Dealer Owner and
Dealer requests an extension of the effective date of expiration or termination
thirty days prior to such date, Division will defer the effective date for up
to a total of eighteen months after such death or incapacity occurs to assist
Dealer in winding up its Dealership Operations.

15.2 PURCHASE OF PERSONAL PROPERTY.

15.2.1 DIVISION'S OBLIGATIONS.

If this Agreement expires or is terminated and Division does not offer
Dealer or a replacement dealer that has substantially the same ownership (more
than 50 percent including total family ownership) a new Dealer Agreement,
Division will offer to purchase the following items of personal property
(herein called Eligible Items) from Dealer at the prices indicated:

(a) New and unused Motor Vehicles of the current model year
purchased by Dealer from Division at a price equal to
the net prices and charges that were paid to General
Motors;

(b) Any signs owned by Dealer of a type recommended in
writing by Division and bearing any Marks at a price
agreed upon by Division and Dealer. If Division and
Dealer cannot agree on a price, they will select a third
party who will set the price;

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(c) Any essential tools recommended by Division and designed
specifically for service of Motor Vehicles that Division
offered for sale during the three years preceding
termination at prices established in accordance with the
applicable pricing formula in the Service Policies and
Procedures Manual; and

(d) Unused and undamaged Parts and Accessories that (i) are
still in the original, resalable merchandising packages
and in unbroken lots (in the case of sheet metal, a
comparable substitute for the original package may be
used); (ii) are listed for sale in the then current
Dealer Parts and Accessories Price Schedules (except
"discontinued" or "replaced" Parts and Accessories); and
(iii) were purchased by Dealer either directly from
General Motors or from an outgoing dealer as a part of
Dealer's initial Parts and Accessories inventory Prices
will be those dealer prices in effect at the time
general Motors receives the Parts and Accessories, less
any applicable allowances whether or not any such
allowances were made to Dealer when Dealer purchased the
Parts and Accessories. In addition, an allowance of five
percent of dealer price for packing costs and
reimbursement for transportation charges to the
destination specified by General Motors will be credited
to Dealer's account.

15.2.2 DEALER'S RESPONSIBILITIES.

Division's obligation to purchase Eligible Items is subject to Dealer
fulfilling its responsibility under this subsection.

Within fifteen days following the effective date of termination or
expiration of this Agreement, Dealer will furnish Division with a list of
vehicle identification numbers and such other information as Division may
request pertaining to eligible Motor Vehicles. Dealer will deliver the eligible
Motor Vehicles to a destination determined by Division that will be in a
reasonable proximity to Dealer's Premises.

Within two months following the effective date of termination or
expiration of this Agreement, Dealer will mail or deliver to General Motors a
complete and separate list of each of the Eligible Items other than Motor
Vehicles. Dealer will retain the Eligible Items until receipt of written
shipping instructions from General Motors. Within thirty days after receipt of
instructions, Dealer will ship the Eligible Items, transportation charges
prepared, to the destinations specified in the instructions.

Dealer will take action and execute and deliver such instruments as
necessary to (a) convey to Division and General Motors good and marketable
title to all Eligible Items to be purchased, (b) comply with the requirements
of any applicable state law relating to bulk sales or transfer, and (c) satisfy
and discharge any liens or encumbrances on Eligible Items prior to their
delivery to Division and General Motors.

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15.2.3 PAYMENT.

Subject to Article 17.10. Division will pay for the Eligible Items as
soon as practicable following their delivery to the specified destinations.
Payment may be made directly to anyone having a security or ownership interest
in the Eligible Items.

If Division has not paid Dealer for the Eligible Items within two
months after delivery, and if Dealer has fulfilled its termination obligations
under this Agreement, Division will, at Dealer's written request, estimate the
purchase price of the unpaid Eligible Items and all other amounts owed to
Dealer by General Motors. After deducting the amounts estimated to be owing
General Motors and its subsidiaries by Dealer, Division will advance Dealer 75
percent of the net amount owed Dealer and will pay the balance, if any, as soon
as practicable thereafter.

15.2.4 ASSIGNMENT OF RIGHTS.

If Division has decided to appoint a replacement dealer at Dealer's
location, Dealer may sell its eligible Items and, if approved in writing by
Division, assign its rights under this Article 15.2 to a designated replacement
dealer provided the replacement dealer assumes Dealer's obligations under this
Article.

15.3 ASSISTANCE ON PREMISES

15.3.1 DIVISION'S OBLIGATION

Subject to Article 17.10, Division agrees to give Dealer assistance in
disposing of the Premises if (i) this Agreement expires for any reason or is
terminated by Division under Articles 13.2 or 14.4 and (ii) Dealer is not
offered a new Dealer Agreement. Such assistance shall be given only on Premises
that are described in the Location and Premises Addendum and only if:

(a) they are used solely for Dealership Operations (or
similar dealership operations under agreements with
other Divisions of General Motors which will be
terminated simultaneously with this Agreement; and

(b) they are not substantially in excess of space
requirements at the time of termination or, if they are
substantially in excess, they became excessive because
of a reduction in the requirements applicable to
Dealer's facilities.

Any Dealer request for such assistance must be in writing and received
by Division within thirty days of the expiration or termination of this
Agreement.

Premises that consist of more than one parcel of property or more than
one building, each of which is separately usable, distinct and apart from the
whole or any other part with appropriate ingress or egress, shall be considered
separately under this Article 15.3.

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15.3.2 OWNED PREMISES

Division will provide assistance on owned Premises by either (a)
locating a purchaser who will offer to purchase the Premises at a reasonable
price, or (b) locating a lessee who will offer to lease the Premises. If
Division does not locate a purchaser or lessee within a reasonable time.
Division will itself either purchase or, at its option, lease the Premises for
a reasonable term at a reasonable rent. If the cause of termination or
expiration is a death or the incapacity of the Dealer Operator, Division may
instead pay Dealer a sum equal to a reasonable rent for a period of twelve
months immediately following the effective date of termination or expiration of
this Agreement.

15.3.3 LEASED PREMISES

Division will provide assistance on leased Premises by either:

(a) locating a tenant(s), satisfactory to lessor, who will
sublet for the balance of the lease or assume it; or

(b) arranging with the lessor for the cancellation of the
lease without penalty to Dealer; or

(c) reimbursing Dealer for the lesser of the rent specified
in the lease or settlement agreement or a reasonable
rent for a period equal to the lessor of twelve months
from the effective date or termination or expiration of
the balance of the lease term.

Upon request, Dealer will use its best efforts to effect a settlement
of the lease with the lessor subject to Division's prior approval of the terms.
Division is not obligated to reimburse Dealer for rent for any month during
which the Premises are occupied by Dealer or anyone else after the first month
following the effective date of termination or expiration.

15.3.4 RENT AND PRICE

Division and Dealer will fix the amount of a reasonable rent and a
reasonable price for the Premises by agreement at the time Dealer requests
assistance. The factors to be considered in fixing those amounts are:

(a) the adequacy and desirability of the Premises for a
dealership operation; and

(b) the fair market value of the Premises. If Division and
Dealer cannot agree, the fair market value will be
determined by the median appraisal of three qualified
real estate appraisers, of whom Dealer and Division will
each select one and the two selected will select the
third. The cost of appraisals will be shared equally by
Dealer and Division.

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<PAGE> 33

15.3.5 LIMITATIONS ON OBLIGATION TO PROVIDE ASSISTANCE

Division will not be obligated to provide assistance on Premises if
Dealer:

(a) fails to accept a bona fide offer from a prospective
purchaser, sublessee or assignee;

(b) refuses to execute a settlement agreement with the
lessor if the agreement would be without cost to Dealer;

(d) refuses to permit Division to examine Dealer's books and
records if necessary to verify claims of Dealer under
this Article.

Any amount payable by Division as rental reimbursement or reasonable
rent shall be proportionately reduced if the Premises are leased or sold to
another party during the period for which such amount is payable. Payment of
rental reimbursement or reasonable rent is waived by Dealer if it does not file
its claim therefor within two months after the expiration of the period covered
by the payment. Upon request, Dealer will support its claim with satisfactory
evidence of its accuracy and reasonableness.

ARTICLE 16. DISPUTE RESOLUTION PROCESS

Division and Dealer agree that mutual respect, trust and confidence
are vital to the relationship between Division and Dealer. So that such
respect, trust and confidence can be maintained, and differences that may
develop between Dealer and Division may be resolved amicably, Division and
Dealer agree to resolve disputes in accordance with the Dispute Resolution
Process, a copy of which has been provided to Dealer.

ARTICLE 17. GENERAL PROVISIONS

17.1 NO AGENT OR LEGAL REPRESENTATIVE STATUS

This Agreement does not make either party the agent or legal
representative of the other for any purpose, nor does it grant either party
authority to assume or create any obligation on behalf of or in the name of the
others. No fiduciary obligations are created by this Agreement.

17.2 RESPONSIBILITY FOR OPERATIONS

Except as provided in this Agreement, Dealer is solely responsible for
all expenditures, liabilities and obligations incurred or assumed by Dealer for
the establishment and conduct of its operations.

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<PAGE> 34

17.3 TAXES

Dealer is responsible for all local, state, federal, or other
applicable taxes and tax returns related to its dealership business and will
hold General Motors harmless from any related claims or demands made by any
taxing authority.

17.4 INDEMNIFICATION BY GENERAL MOTORS

General Motors will assume the defense of Dealer and indemnify Dealer
against any judgment for monetary damages or rescission of contract, less any
offset recovered by Dealer, in any lawsuit naming Dealer as a defendant
relating to any Product that has not been altered when the lawsuit concerns:

17.4.1 Breach of the General Motors warranty related to the Product,
bodily injury or property damage claimed to have been caused solely by a defect
in the design, manufacture, or assembly of a Product by General Motors (other
than a defect which should have been detected by Dealer in a reasonable
inspection of the Product);

17.4.2 Failure of the Product to conform to the description set forth
in advertisements or product brochures distributed by General Motors because of
changes in standard equipment or material component parts unless Dealer
received notice of the changes prior to retail delivery of the affected Product
by Dealer; or

17.4.3 Any substantial damage to a Product purchased by Dealer from
General Motors which has been repaired by unless Dealer has been notified of
the repair prior to retail delivery of the affected Product.

If General Motors reasonably concludes that allegations other than
those set forth in 17.4.1, 17.4.2, or 17.4.3 above are being pursued in the
lawsuit, General Motors shall have the right to decline to accept the defense
or indemnify dealer or, after accepting the defense, to transfer the defense
back to Dealer and withdraw its agreement to indemnify Dealer.

Procedures for requesting indemnification, administrative details, and
limitations are contained in the Service Policies and Procedures Manual under
"Indemnification." The obligations assumed by General Motors are limited to
those specifically described in this Article and in the Service Policies and
Procedures Manual and are conditioned upon compliance by Dealer with the
procedures described in the Manual. This Article shall not affect any right
either party may have to seek indemnification or contribution under any other
contract or by law and such rights are hereby expressly preserved.

17.5 TRADEMARKS AND SERVICE MARKS

General Motors or affiliated companies are the exclusive owners or
licensees of the various trademarks, service marks, names and designs (Marks)
used in connection with Products and services.

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<PAGE> 35

Dealer is granted the non-exclusive right to display Marks in the form
and manner approved by Division in the conduct of its dealership business.
Dealer agrees to permit any designated representative of Division upon the
Premises during regular business hours to inspect Products or services in
connection with Marks.

Dealer will not apply to register any Marks either alone or as part of
another mark, and will not take nay action which may adversely affect the
validity of the Marks or the goodwill associated with them.

Dealer agrees to purchase and sell goods bearing Marks only from
parties authorized or licensed by Division or General Motors.

Marks may be used as part of the Dealer's name with Division's written
approval.

Dealer agrees to change or discontinue the use of any Marks upon
Division's request.

Dealer agrees that no company owned by or affiliated with Dealer or
any of its owners may use any mark to identify a business without Division's
written permission.

Upon termination of this Agreement, Dealer agrees to immediately
discontinue, at its expense, all use of Marks. Thereafter, Dealer will not use,
either directly or indirectly, any Marks or any other confusingly similar marks
in a manner that Division determines is likely to cause confusion or mistake or
deceive the public.

Dealer will reimburse Division for all legal fees and other expenses
incurred in connection with action to require Dealer to comply with this
Article 17.5.

17.6 NOTICES

Any notice required to be given by either party to the other in
connection with this Agreement will be in writing and delivered personally or
by first class or express mail or by facsimile. Notices to Dealer will be
directed to Dealer or its representatives at Dealer's principal place of
business and, except for indemnification requests made pursuant to Article
17.4, notices by Dealer will be directed to the appropriate Zone or Branch
Manager of the Division(s) of General Motors.

17.7 NO IMPLIED WAIVERS

The delay or failure of either party to require performance by the
other party or the waiver by either party of a breach of any provision of this
Agreement will not affect the right to subsequently require such performance.

17.8 ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES

Dealer has not paid any fee for this Agreement. Neither this Agreement
nor any right granted by this Agreement is a property right.

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<PAGE> 36

Except as provided in Article 12, neither this Agreement nor the
rights or obligations of Dealer may be sold, assigned, delegated or otherwise
transferred.

Division may assign this Agreement and any rights, or delegate any
obligations, under this Agreement to any affiliated or successor company, and
will provide Dealer written notice of such assignment or delegation. Such
assignment or delegation shall no relieve Division of liability for the
performance of its obligations under this Agreement.

17.9 NO THIRD PARTY BENEFIT INTENDED

This Agreement is not enforceable by any third parties and is not
intended to convey any rights or benefits to anyone who is not a party to this
Agreement.

17.10 ACCOUNTS PAYABLE

All monies or accounts due Dealer are net of Dealer's indebtedness to
Division. General Motors and its subsidiaries. In addition, Division may deduct
any amounts due or to become due from Dealer to Division or General Motors, or
any amounts held by Division, from any sums or accounts due or to become due
from Division. General Motors or its subsidiaries.

17.11 SOLE AGREEMENT OF PARTIES

Except as provided in this Agreement, Division has made no promises to
Dealer, Dealer Operator, or dealer owner and there are no other agreements or
understanding, either oral or written, between the parties affecting this
Agreement or relating to any of the subject matters covered by this Agreement.

Except as otherwise provided herein, this Agreement cancels and
supersedes all previous agreements between the parties that relate to any
matters covered herein, except as to any monies which may be owning between the
parties.

No agreement between Division and Dealer which relates to matters
covered herein, and no change in, addition to (except the filling in of blank
lines) or erasure of any printed portion of this Agreement, will be binding
unless permitted under the terms of this Agreement or related documents, or
approved in a written agreement executed as set forth in Division's Dealer
Sales and Service Agreement.

17.12 APPLICABLE LAW

This agreement is governed by the laws of the State of Michigan.
However, if performance under this Agreement is illegal under a valid law of
any jurisdiction where such performance is to take place, performance will be
modified to the minimum extent necessary to comply with such law if it was
effective as of the effective date of this Agreement.

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<PAGE> 37

17.13 SUPERSEDING DEALER AGREEMENTS

If Division offers a superseding form of dealer agreement to
Division's dealers generally at any time prior to expiration of this Agreement,
Division may terminate this Agreement by prior written notice to Dealer,
provided Division offers Dealer a dealer agreement in the superseding form for
a term of not less than the unexpired term of this Agreement.

Unless otherwise agreed in writing. The rights and obligations of
Dealer that may otherwise become applicable upon termination or expiration of
the term of this Agreement shall not be applicable if Division and Dealer
execute a superseding dealer agreement, and the matured rights and obligations
of the parties hereunder shall continue under the new agreement.

Dealer's performance under any prior agreement may be considered in an
evaluation of Dealer's performance under this or any succeeding agreement.

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<PAGE> 38

GLOSSARY

1. AREA OF PRIMARY RESPONSIBILITY - The geographic area designated by
Division from time to time in a Notice of Area of Primary
Responsibility.

2. DEALER - The corporation, partnership or proprietorship that signs the
Dealer Agreement with Division.

3. DEALER AGREEMENT - The Dealer Sales and Service Agreement, including
the Agreement proper that is executed, the Standard Provisions, all of
the related Addenda, the Accounting and Service Policies and
Procedures Manuals, and the Terms of Sale Bulletins.

4. DEALERSHIP OPERATIONS - All operations contemplated by the Dealer
Agreement. These operations include the sale and service of Products
and any other activities undertaken by Dealer related to Products,
including rental and leasing operations, used vehicle sales and body
shop operations and finance and insurance operations whether conducted
directly or indirectly by Dealer.

5. DIVISION - The unit of General Motors Corporation that has entered
into a Dealer Agreement with Dealer authorizing it to market and
service Division's Motor Vehicles.

6. GENERAL MOTORS - General Motors Corporation.

7. MOTOR VEHICLES - All current model types or series of new motor
vehicles specified in any Motor Vehicle Addendum and all past General
Motors motor vehicles marketed through Motor Vehicle Dealers.

8. PRODUCTS - Motor Vehicles, Parts and Accessories.

9. SERVICE POLICIES AND PROCEDURES MANUAL - The Manual issued
periodically which details certain administrative and performance
requirements for Dealer service under the Dealer Agreement.

10. SPECIAL VEHICLES - Motor Vehicles that have limited marketability
because they differ from standard specifications or incorporate
special equipment.

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<PAGE> 39

EXHIBIT C

Examples of acceptable and not acceptable printed media advertising are shown
below:

ACCEPTABLE NOT ACCEPTABLE
<S> <C> <C> <C> <C> <C>
- --------------------------------------- --------------------------------------
CHEVROLET FORD USED Chevrolet

New New New Ford
New New Used Used

Used Chrysler Chevrolet
Used at Used at Ford
Chevrolet Ford Chevrolet
Location Location Used
1 2 3 4
Location Location Location Locations - - - -
- --------------------------------------- --------------------------------------
</TABLE>

Television, radio or other electronic media and any other means of advertising
will clearly identify the GM authorized locations and separate the brands of
vehicles at each authorized location.

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<PAGE> 1
EXHIBIT 10.26

NISSAN
DEALER TERM SALES & SERVICE AGREEMENT

THIS AGREEMENT is entered into effective the day last set forth below
by and between the Nissan Division of NISSAN MOTOR CORPORATION IN U.S.A., a
California corporation, hereinafter called Seller, and the natural person or
entity identified as "Dealer" in the Final Article of this Agreement.

INTRODUCTION

The purpose of this Agreement is to establish Dealer as an authorized
dealer of Nissan Products and to provide for the sale and servicing of Nissan
Products in a manner that will best serve the interests of Seller, Dealer,
other Authorized Nissan Dealers and owners and purchasers of Nissan Products.
This Agreement sets forth: the rights which Dealer will enjoy as an Authorized
Nissan Dealer; the responsibilities which Dealer assumes in consideration of
its receipt of these rights; and the respective conditions, rights and
obligations of Seller and Dealer that apply to Seller's grant to Dealer of such
rights and Dealer's assumption of such responsibilities. It is understood that
Dealer wishes an opportunity to qualify for a regular Nissan Dealer Sales &
Service Agreement for Nissan Products and understands that for that purpose
Dealer first must fulfill all of Dealer's undertakings hereinafter described.

This is a personal services Agreement. In entering into this
Agreement and appointing Dealer as provided below, Seller is relying upon the
personal qualifications, expertise, reputation, integrity, experience, ability
and representations of the individual(s) named herein as Principal Owner(s) and
Executive Manager.

Achievement of the purposes of this Agreement is premised upon mutual
understanding and cooperation between Seller and Dealer. Dealer has entered
into this Agreement in reliance upon Seller's integrity and expressed intention
to deal fairly with Dealer and the consuming public. Seller has entered into
this Agreement in reliance upon Dealer's integrity and ability and expressed
intention to deal fairly with Seller and the consuming public.

It is the responsibility of Seller to market Nissan Products
throughout the Territory. It is the responsibility of Dealer to actively
promote the retail sale of Nissan Products and to provide courteous and
efficient service of Nissan Products. The success of Seller and Dealer will
depend on how well they each fulfill their respective responsibilities under
this Agreement. It is recognized that: Nissan Motor Co., Ltd. (hereinafter
called "Manufacturer") will endeavor to provide motor vehicles that offer
outstanding value to the consuming public; Seller will endeavor to establish a
national network of Authorized Nissan Dealers that can provide effective sales
and service effort at the retail level; and Dealer will endeavor to fulfill its
responsibilities through aggressive, sound, ethical selling practices and
through conscientious regard for customer service.

Seller and Dealer shall refrain from engaging in conduct or activities
which might be detrimental to or reflect adversely upon the reputation of
Seller, Manufacturer, Dealer or Nissan Products and shall engage in no
discourteous, deceptive, misleading or unethical practices or activities.

For consistency and clarity, terms which are used frequently in this
Agreement have been defined in Section 1 of the Standard Provisions. All terms
used herein which are defined in the Standard Provisions shall have the meaning
stated in said Standard Provisions. These definitions should be read carefully
for a proper understanding of the Provisions in which they appear.

To achieve the purposes referred to above, Seller and Dealer agree as
follows:

ARTICLE FIRST: Appointment of Dealer

Subject to the conditions and Provisions of this Agreement, Seller:

(a) appoints Dealer as an Authorized Nissan Dealer and grants
Dealer the non-exclusive right to buy from Seller those Nissan Products
specified in Dealer's current Product Addendum
<PAGE> 2
hereto, for resale, rental or lease at or from the Dealership Location(s)
established and described in accordance with Section 2 of the Standard
Provisions; and

(b) grants Dealer a non-exclusive right, subject to and in
accordance with Section 6.K of the Standard Provisions, to identify itself as
an Authorized Nissan Dealer, to display the Nissan Marks in the conduct of it
Dealership Operations and to use the Nissan Marks in the advertising, promotion
and sale of Nissan Products in the manner provided in this Agreement.

ARTICLE SECOND: Assumption of Responsibilities by Dealer

Dealer hereby accepts from Seller its appointment as an Authorized
Nissan Dealer and, in consideration of its appointment and subject to the other
conditions and provisions of this Agreement, hereby assumes the responsibility
for:

(a) establishing and maintaining at the Dealership Location(s) the
Dealership Facilities in accordance with Section 2 of the Standard Provisions;

(b) actively and effectively promoting the sale at retail (and, if
Dealer elects, the leasing and rental) of Nissan Vehicles within Dealer's
Primary Market Area in accordance with Section 3 of the Standard Provisions;

(c) servicing Nissan Vehicles and for selling and servicing
Genuine Nissan Parts and Accessories in accordance with Section 5 of the
Standard Provisions;

(d) building and maintaining consumer confidence in Dealer and in
Nissan Products in accordance with Section 5 of the Standard Provisions; and

(e) performance of the additional responsibilities set forth in
this Agreement, including those specified in Section 6 of the Standard
Provisions.

ARTICLE THIRD: Ownership

(a) Owners. This Agreement has been entered into by Seller in
reliance upon, and in consideration of, the personal qualifications, expertise,
reputation, integrity, experience, ability and representations with respect
thereto of the Principal Owner(s) named in the Final Article of this Agreement
and in reliance upon Dealer's representations concerning the ownership of
Dealer as follows:

(i) Dealer represents and agrees that the person(s) named
as Principal Owner(s) in the Final Article of this Agreement, and only those
person(s), shall be the Principal Owner(s) of Dealer;

(ii) Dealer represents and agrees that the person(s) named
as Other Owner(s) in the Final Article of this Agreement, and only those
person(s), shall be the Other Owner(s) of Dealer.

(b) Holding Company. Seller requires that a natural person be
named as the Principal Owner(s) of Dealer because Seller relies on the personal
qualifications, expertise, reputation, integrity, experience, ability and
representations of such individuals. If one or more of the owner(s) of Dealer
is a corporation, partnership or other entity and not a natural person
(hereinafter called "Holding Company"), Dealer and Seller agree that the
natural persons listed in the Holding Company Addendum of this Agreement as
owners of the Holding Company shall be deemed to be the Principal Owner(s) and
Other Owner(s) of Dealer, as the case may be, and that the terms and conditions
of this Agreement, including without limitation the provisions of this Article
Third and Sections 12 and 15 of the Standard Provisions, shall apply to the
owner(s) of the Holding Company as well as to Dealer. Dealer represents to
Seller and agrees that the Holding Company is owned as indicated in the Holding
Company Addendum to this Agreement.

(c) Changes in Ownership. In view of the fact that this is a
personal services agreement and in view of its objectives and purposes, this
Agreement and the rights and privileges conferred on Dealer hereunder are not
assignable, transferable or salable by Dealer, and no property right or
interest is or shall be deemed to be sold, conveyed or transferred to Dealer
under this Agreement.

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<PAGE> 3
Dealer agrees that any change in the ownership of Dealer specified herein
requires the prior written consent of Seller, excepting only changes in the
record or beneficial ownership interests of Other Owners not effecting a change
in majority control or interest. Dealer shall give Seller prior notice of any
proposed change in said ownership requiring the consent of Seller and immediate
notice of the death or incapacity of any Principal Owner. No such change, and
no assignment of this Agreement or of any right or interest herein, shall be
effective against Seller unless and until embodied in an appropriate amendment
to or assignment of this Agreement, as the case may be, duly executed and
delivered by Seller and by Dealer. Seller shall not, however, unreasonably
withhold its consent to any such change. Seller shall have no obligation to
transact business with any person who is not named either as a Principal Owner
or Executive Manager of Dealer hereunder or otherwise to give effect to any
proposed sale or transfer of the ownership or management of Dealer prior to
having concluded the evaluation of such a proposal as provided in Section 15 of
the Standard Provisions.

ARTICLE FOURTH: Management

(a) Executive Manger. Seller and Dealer agree that the retention
by Dealer of qualified management is of critical importance to the successful
operation of Dealer and to the achievement of the purposes and objectives of
this Agreement. This Agreement has been entered into by Seller in reliance
upon, and in consideration of, the personal qualifications, expertise,
reputation, integrity, experience, ability and representations with respect
thereto of the person named as Executive Manger in the Final Article of this
Agreement and on Dealer's representation to Seller and agreement that the
person identified as Executive Manger shall be Dealer's executive manager,
shall have full managerial authority for the Dealership Operations, and shall
continually provide his or her personal services in operating the dealership
and will be physically present at the Dealership Facilities.

(b) Changes in Management. In view of the fact that this is
personal Agreement and in view of its objectives and purposes, Dealer agrees
that any change in the Executive Manger from that specified in the Final
Article of this Agreement requires the prior written consent of Seller. Dealer
shall give Seller prior notice of any proposed change in Executive Manger and
immediate notice of the death or incapacity of any Executive Manger. No change
in Executive Manger shall be effective unless and until embodied in an
appropriate amendment to this Agreement duly executed and delivered by Seller
and by Dealer. Subject to the foregoing, Dealer shall make its own,
independent decisions concerning the hiring and firing of its employees,
including without limitation, its Executive Manger.

To enable Seller to evaluate and respond to Dealer concerning any
proposed change in Executive Manger, Dealer agrees to provide, in the form
requested by Seller and in a timely manner, all applications and information
customarily requested by Seller to evaluate the proposed change. While Seller
shall not unreasonably withhold its consent to any such change , it is agreed
that any successor Executive Manger must possess personal qualifications,
expertise, reputation, integrity, experience and ability which are, in the
opinion of Seller, satisfactory. Seller will determine whether, in its
opinion, in its opinion, the proposed change is likely to result in a
successful dealership operation with capable management that will
satisfactorily perform Dealer's obligations under this Agreement. Seller shall
have no obligation to transact business with any person who is not named as an
Executive Manger of Dealer hereunder prior to having concluded its evaluation
of such person.

(c) Evaluation of Management. Dealer and Seller understand and
acknowledge that the personal qualifications, expertise, reputation, ability,
integrity, experience and ability of the Executive Manager and his or her
ability to effectively manage Dealer's day-to-day Dealership Operations is
critical to the success of Dealer in performing its obligations under this
Agreement. Seller may from time to time develop standards and/or procedures
for evaluating the performance of the Executive Manger and of Dealer's
personnel generally. Seller may, from time to time, evaluate the performance
of the Executive Manager and will advise Dealer and the Executive Manager of
the results of such evaluations, and Dealer shall promptly take such action as
may be required to correct any deficiencies in the Executive Manger's
performance to the reasonable satisfaction of Seller.

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<PAGE> 4
ARTICLE FIFTH: Additional Provisions

The additional Provisions set forth in the attached "Nissan Dealer
Sales and Service Agreement Standard Provisions", bearing form number
NDA-4S/9-88 are hereby incorporated in and made a part of this Agreement
excepting only the Provisions contained in Sections 4, 14 and 16, which
sections are deleted in their entirety from this Agreement and shall be of no
force and effect. The Notice of Primary Market Area, Dealership Facilities
Addendum, Product Addendum, Dealer Identification Addendum, Holding Company
Addendum, if applicable and all Guides referred to in this Agreement (including
references contained in the Standard Provisions referred to above) are hereby
incorporated in and made a part of this Agreement. Dealer further agrees to be
bound by and comply with: the Warranty Manual; Seller's Manuals or
Instructions heretofore or hereafter issued by Seller to Dealer; any amendment,
revision or supplement to any of the foregoing; and any other manuals
heretofore or hereafter issued by Seller to Dealer.

ARTICLE SIXTH: Termination of Prior Agreements

This Agreement cancels, supersedes and annuls all prior contracts,
agreement and understandings except as stated herein, all negotiations,
representations and understandings being merged herein. No waiver,
modification or change of any of the terms of this Agreement or change or
erasure of any printed part of this Agreement or addition to it (except filling
of blank spaces and lines) will be valid or binding on Seller unless approved
in writing by the President or an authorized Vice-President of Seller.

ARTICLE SEVENTH: Term

This Agreement shall have a term commencing on the effective date
hereof and, subject to its earlier termination in accordance with the
Provisions of this Agreement, expiring on the expiration date indicated in the
Final Article of this Agreement. Subject to other applicable Provisions of
this Agreement, this Agreement shall automatically terminate at the end of such
stipulated term without any action by either Dealer or Seller.

ARTICLE EIGHTH: License of Dealer

If Dealer is required to secure or maintain a license for the conduct
of its business as contemplated by this Agreement in any state or jurisdiction
where any of its Dealership Operations are to be conducted or any of its
Dealership Facilities are located, this Agreement shall not be valid until and
unless Dealer shall have furnished Seller with written notice specifying the
date and number, if any, of such license or licenses issued to Dealer, Dealer
shall notify Seller immediately in writing if Dealer shall fail to secure or
maintain any and all such licenses or renewal thereof or, if such license or
licenses are suspended or revoked, specifying the effective date of any such
suspension or revocation.

ARTICLE NINTH: Initiation of Legal Proceedings

Should a proceeding of any nature be filed with or initiated by any
Court or administrative body seeking to prevent or delay Seller from entering
into a Nissan Dealer Sales & Service Agreement with Dealer and/or seeking
damages resulting from Seller doing so, Seller shall be under no obligation to
do so, so long as such proceeding is pending, and if, as a result of such
proceeding, Seller shall be enjoined or prevented from entering into a Nissan
Dealer Sales & Service Agreement with Dealer, any offer made pursuant to
Article Twelfth shall be void, and Seller shall have no liability to Dealer for
any damages which Dealer may suffer thereby.

ARTICLE TENTH: Breach By Dealer

Dealer's failure to carry out fully all of the terms and Provisions of
this Agreement, including those terms and provisions incorporated herein by
reference, shall be a breach of the entire Agreement, and Seller shall be under
no obligation to Dealer to extend this Agreement in whole or in part or to
enter into a regular Nissan Dealer Sales & Service Agreement with Dealer or be
under any other obligation to Dealer.

-4-
<PAGE> 5
Upon Dealer's failure to meet any interim deadlines set forth in
Article Twelfth of this Agreement or the occurrence of any of the other events
warranting termination of this Agreement as set forth in Section 12 of the
Standard Provisions, Seller may terminate this Agreement; prior to the
expiration date hereof, by giving Dealer written notice thereof, such
termination to be effective upon the date specified in such notice, or such
latter date as may be required by any applicable statute.

ARTICLE ELEVENTH: Execution of Agreement

This Agreement, and any Addendum or amendment or notice with respect
thereto, shall be valid and binding on Seller only when it bears the signature
of either the President or an authorized Vice-President of Seller and, when
such signature is a facsimile, the manual countersignature of an authorized
employee of Seller and a duplicate original thereof is delivered personally or
by mail to the Dealership Location. This Agreement shall bind Dealer only when
it is signed by: a duly authorized officer or executive of Dealer if a
corporation; one of the general partners of Dealer if a partnership; or Dealer
if an individual.

ARTICLE TWELFTH: Conditions of Seller's Offer

If this Agreement is not terminated prior to the expiration date set
forth in the Final Article, Seller may offer to enter into as of such date a
Nissan Dealer Sales & Service Agreement in such form as may be in use by Seller
at such time. Seller will make the offer and Dealer may accept such offer only
if Dealer has fulfilled and continues to fulfill, during the term of this
Agreement and at the expiration thereof, all of the following conditions, each
of which Dealer understands and agrees to be reasonable and necessary:

(a) Comply with Seller's net working capital and net worth
requirements as specified in SECTION 6.E and in amount not less than the Guides
therefor as specified in the Final Article of this Agreement;

(b) Provide Seller, on or before the tenth day of each month, on
such forms as may be designated by Seller, with the financial and operating
statement specified in Section 6.G.1 of the Standard Provisions;

(i) Complete the acquisition and installation, at the New
Dealership Facilities, of signs, furniture, furnishings, tools and equipment as
required by Seller for Dealer's New Dealership Facilities;

(ii) Employ that number of qualified persons to operate
the dealership as required by Seller for Dealer's New Dealership Facilities;

(iii) Comply with all other of Seller's requirements of
Dealer to operate the New Dealership Facilities and qualify in all other
respects for a Nissan Dealer Sales & Service Agreement;

(iv) Comply with all federal, state and local governmental
licensing and other requirements for Dealer to do business as an Authorized
Nissan Dealer at the New Dealership Facilities;

(d) New Dealership Facilities (or upgrade to existing Dealership
Facilities, if applicable):

(e) Other Conditions (if any):

-5-
<PAGE> 6
ARTICLE THIRTEENTH: Special Conditions

See Exhibit "A" which is incorporated by this reference into this Agreement for
all purposes.

-6-
<PAGE> 7
FINAL ARTICLE

Dealer____________________________________________________________________, is
a(an) (SELECT ONE) [ ]individual [ ]partnership [ ]corporation,

incorporated or formed under the laws of the State of __________________ doing
business as __________________________________________________________________
("Dealer"). Dealer is located in ____________________________________________.
City State

The Principal Owner(s) of Dealer are as follows:

PERCENTAGE
NAME RESIDENCE INTEREST
---- --------- --------

The Other Owner(s) of Dealer are as follows:

PERCENTAGE
NAME RESIDENCE INTEREST
---- --------- --------

The Executive Manger of Dealer is as follows:

PERCENTAGE
NAME RESIDENCE INTEREST
---- --------- --------

Expiration Date _______________________________
Working Capital Guide Requirement: _______________________________
Net Worth Guide Requirement: _______________________________

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
triplicate as of ____________________________, 19________ at Carson,
California.

DEALER:
- ------------------------------------------------------------------------------
By: SELLER:
---------------------------------
Title NISSAN DIVISION
----------------------
NISSAN MOTOR CORPORATION IN U.S.A.
By
-------------------------------------
Title
----------------------------------
By
-------------------------------------
Title
----------------------------------

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<PAGE> 8
EXHIBIT A

This Exhibit is incorporated by reference in and is a part of the Nissan Dealer
Term Sales And Service Agreement between Dealer and Seller dated November ____,
1996.

Article Thirteenth is hereby amended to read as follows:

Article Thirteenth, Special Conditions:

A. Exclusivity Provisions

In order for Dealer to maintain competitive dealership facilities to
effectively market Nissan Products, Dealer hereby agrees to comply at all times
hereunder with the following provisions (hereinafter "Exclusivity Provisions"):

1) The only line-make of New, unused motor vehicles
which Dealer shall display and sell at the Approved Site shall be the Nissan
line and make of motor vehicles. Dealer shall not conduct any dealership
operations for any other make or line of vehicles form the Approved Site
throughout the term of this Agreement.

2) Dealer shall sell and maintain a full line of Genuine
Nissan Parts and Accessories at the Approved Site and shall provide a full
range of automotive servicing for Nissan vehicles at the Approved Site pursuant
to Section 5 of the Standard Provisions. Nothing contained herein, however,
shall preclude Dealer from offering parts, accessories or servicing for
vehicles of other lines or makes so long as such products or services are
incident to Dealer's Nissan Dealership Operations.

3) Dealer shall not advertise or promote any make or
line of new unused vehicles from the Approved Site other than the Nissan line.

4) Dealer shall not install or maintain any sign at or
near the Approved Site which would tend to lead the public into believing that
any line or make of vehicles other than the Nissan line is sold at the Approved
Site.

5) Any failure by Dealer to abide by the foregoing
subparts (1) through (4) shall constitute a material breach of the Agreement
constituting "Good Cause" for termination under Section 5.02 of the Texas Motor
Vehicle Commission Code.

B. Right of First Refusal on Sale of Assets.

In addition to its rights under Articles Third and Fourth and Section
15 of the Standard Provisions, dealer agrees that, whenever there is proposal
to sell substantially all of the assets necessary to conduct the Dealership
Operations or whenever there is a proposal to transfer any rights or
obligations under this Agreement, Seller shall have the additional right and
option, but not the obligation, to purchase the dealership assets or ownership
interests pursuant to this Article Tenth.

<PAGE> 9
1) If Seller chooses to exercise its right of first
refusal, it must do so in its written response to the proposed sale or transfer
pursuant to Section 15. Dealer agrees not to complete any proposed change or
sale prior to the expiration of the period for exercise of Seller's right of
first refusal and without SELLER's prior written consent. Such exercise shall
be null and void if Dealer withdraws its proposal within thirty (30) days
following Dealer's receipt of Nissan's notice exercising its right of first
refusal.

2) After being exercised, Seller's right to purchase may
be assigned to any party, and SELLER hereby agrees to guarantee the full
payment of the purchase price by such assignee. Seller's rights under this
Article Tenth shall be binding on and enforceable against any assignee or
successor in interest of Dealer or purchaser of Dealer's assets.

3) If Dealer has entered into a bona fide written
buy/sell agreement respecting its Nissan dealership, Seller's right under this
Article Tenth shall be a right of first refusal, enabling Seller to assume the
prospective purchaser's rights and obligations under such buy/sell agreement.
The purchase price and other terms of sale shall be those set forth in such
agreement and any related documents. Seller may request and Dealer agrees to
provide all other documents relating to Dealer and the proposed transfer,
including, but not limited to, those reflecting any other agreements or
understandings between the parties to the buy/sell agreement. If Dealer
refuses either to provide such documentation or to state in writing that no
such documents exist, it shall be conclusively presumed that the agreement is
not bona fide.

4) If Seller determines pursuant to paragraph 3) above
that the buy/sell agreement is not bona fide, Seller will so notify Dealer.
Dealer shall have ten (10) days from its receipt of such notice within which to
withdraw its proposal. Seller's exercise of its rights hereunder shall be null
and void if Dealer withdraws its proposal within such time period. If the
proposal is not withdrawn, Seller shall have the option, but no obligation,
under this Article Tenth to purchase the principal assets of Dealer utilized in
the Dealership Operations, including real estate and leasehold interest, and to
terminate this Agreement and all rights granted Dealer hereunder. If the
Dealership Facilities are leased by Dealer from an affiliated company, the
right to purchase the principal assets of Dealer shall include the right to
lease the Dealership Facilities. The purchase price Dealer's assets shall be at
their fair market value as a going concern as negotiated by the parties and the
other terms of sale shall be those agreed by Dealer and Seller. If Dealer and
Seller are unable to reach a negotiated settlement in a reasonable time, the
price and other terms of sale shall be established by arbitration in accordance
with the rules of the American Arbitration.

5) In addition to any other rights Seller may have at
law, in equity or hereunder, any conveyance of the dealership or dealership
assets in violation of this right of first refusal shall be avoidable by
Seller.

C. Right of First Refusal on Sale or Lease of Property to a Third
Party.

1) In addition to its rights under Articles Third and
Fourth and Section 15 of the Standard Provisions, Dealer agrees that should
Dealer seek to sell or lease all or substantially all of

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<PAGE> 10
the Approved Site to a Third party, Seller shall have the additional right and
option, but not the obligation, to purchase or lease the Approved Site pursuant
to this Article Tenth.

2) If Seller chooses to exercise its right of first
refusal, it must do so by written notice delivered to Dealer within sixty (60)
days of Seller's receipt of notice of the proposed sale or lease by Dealer.
Dealer agrees not to complete any proposed sale or lease prior to the
expiration of the period for exercise of Seller's right of first refusal and
without Seller's prior written consent, and agrees to allow Seller to perform
an environmental study of the property. Such exercise shall be null and void
if Dealer withdraws its sale or lease proposal within thirty (30) days
following Dealer's receipt of Seller's notice exercising its right of first
refusal.

3) After being exercised, Seller's right to purchase or
lease may be assigned to any party, and Seller hereby agrees to guarantee the
full payment of the purchase price or the rental payment by such assignee.
Seller's rights under this Article Tenth shall be binding on or enforceable
against any assignee or successor in interest of Dealer or purchaser of
Dealer's assets. Seller may rescind its offer if the property is determined to
be contaminated pursuant to an environmental study.

4) Should Seller actually purchase ro release the
facility, Dealer shall also furnish to Seller copies of any easements,
licenses, environmental studies or other documents affecting the property.

5) Dealer shall transfer the affected property by deed
conveying marketable title free and clear of liens, claims, mortgages,
encumbrances, tenancies and occupancies, or if applicable, by an assignment of
any existing lease. The Warranty Deed shall be in proper form for recording.
Dealer shall deliver complete possession of the property at the time of
delivery of the Deed or lease assignment. Dealer shall also furnish to Seller
copies of any easements, licenses, or other documents affecting the property
and shall assign any permits or licenses which are necessary for the conduct of
the Dealership Operations.

6) In addition to any other rights Seller may have at
law, in equity or hereunder, any sale or lease of the Approved Site in
violation of this right of first refusal shall be voidable by Seller.

D. Site Control

Dealer agrees that under Article Third and Section 15 of the
Agreement, Seller may reasonably require any proposed buyer of Dealer's assets
or the stock of the dealership corporation to agree to identical Rights of
First Refusal and exclusivity Provisions as a condition of Seller's consent to
the change of ownership.

E. Sale or Transfer

You and Dealer agree that, in consideration of Nissan's approval of
you for ownership of a second Nissan dealership in Austin, which will be
contiguous to you existing Nissan dealership, Round Rock Nissan and Town North
Nissan may only be sold, transferred, or voluntarily terminated

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<PAGE> 11
together as a whole and that these dealerships may not be sold, transferred or
voluntarily terminated individually, unless Nissan, in its sole discretion
gives its prior written consent.

F. Specific Performance in Event of Default

Seller and Dealer agree that the Approved Site is unique. Should
Dealer, for any reason whatsoever, fail to fully and in good faith perform its
obligations hereunder, Dealer agree that monetary damages would be an
inadequate remedy to NMC. The parties agree that NMC may seek such equitable
relief, including specific performance and injunctive relief, as may be
available to NMC, and Dealer hereby agrees not to challenge NMC''s right to
seek such an equitable remedy.

G. Obligations Upon Public offering

It is understood by Seller that Dealer is contemplating taking action
that will result in Public Ownership of an entity that will assume ownership of
Dealer. Dealer hereby agrees that: i) These actions will not be taken without
NMC's express written consent; ii) Taking these actions without NMC's consent
and/or without complying with NMC's Public Ownership terms and conditions
constitutes a material breach of the Agreement, is an event warranting
termination of the Agreement under Section 12.A. of the Agreement and
constitutes "Good Cause" for termination under Section 5.02 of the Texas Motor
Vehicle Commission Code; and iii) Prior to taking these actions, Dealer will
enter into, and comply with, the terms and conditions of Seller's "Public
Ownership Agreement," in the form attached hereto as Attachment 1.

<TABLE>
<S> <C> <C>
DEALER:

- -------------------------------------------------------------------------------------------------------------------------
(Name)

- -------------------------------------------------------------------------------------------------------------------------
(Doing Business As)

By SELLER:
------------------------------------------------
(SIGNATURE) NISSAN DIVISION
NISSAN MOTOR CORPORATION IN U.S.A.
- ---------------------------------------------------
(TYPE NAME AND TITLE)

By
- --------------------------------------------------- ----------------------------------------------------------
City State (SIGNATURE)

- --------------------------------------------------- -------------------------------------------------------------
Dealer Code (TYPE NAME AND TITLE)

-------------------------------------------------------------
(SIGNATURE)

-------------------------------------------------------------
(TYPE NAME & TITLE)
</TABLE>

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<PAGE> 12

NISSAN DEALER

SALES AND SERVICE AGREEMENT

STANDARD PROVISIONS

NISSAN DIVISION
NISSAN MOTOR CORPORATION IN U.S.A.

<PAGE> 13
NISSAN DEALER SALES AND SERVICE AGREEMENT
STANDARD PROVISIONS
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Dealership Location and Dealership Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
A. Location and Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
B. Dealership Facilities Addendum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
C. Changes and Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
D. Assistance Provided by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
E. Evaluation of Dealership Facilities and Location . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. Vehicle Sales Responsibilities of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
A. General Obligations of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
B. Sales of Nissan Cars and Nissan Trucks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
C. Metropolitan Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
D. Additional Factors for Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
E. Used Motor Vehicle Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
F. Dealer Sales Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
G. Assistance Provided by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
H. Evaluation of Dealer's Sales Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

4. Determination of Dealer Representation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
A. Development of Market Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
B. Appointment of New Authorized Nissan Dealers to Fill Open Points . . . . . . . . . . . . . . . . . . . 7

5. Responsibilities of Dealer with Respect to Service and Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
A. General Service Obligations of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
B. Specific Service Obligations of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
C. Service Operations of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
D. Parts Operations of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
E. Assistance Provided by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
F. Evaluation of Dealer's Service and Parts Performance . . . . . . . . . . . . . . . . . . . . . . . 14

6. Other Seller and Dealer Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
A. Advertising and Promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
B. Dealer Disclosures and Representations Concerning Nissan Products and Other Products of
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
C. Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
D. Hours of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
E. Capital and Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
F. Accounting System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
G. Records and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

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<PAGE> 14
<TABLE>
<S><C> <C>
H. Nissan Datanet System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
I. Right of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
J. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
K. Use of Nissan Marks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

7. Purchase and Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
A. Dealer Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
B. Delays in Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
C. Shipment of Nissan Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
D. Passage of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
E. Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
F. Charges for Storage and Diversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
G. Changes in Nissan Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

8. Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
A. Nissan Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
B. Genuine Nissan Parts and Accessories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

9. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
A. Payment for Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
B. Payment for Parts and Accessories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
C. Accounts Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
D. Collection of Taxes by Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

10. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

11. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
A. Indemnification of Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

12. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

13. Rights and Liabilities Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

14. Establishment of Successor Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

15. Sale of Assets of Ownership Interests in Dealer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

16. Policy Review Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

17. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

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<PAGE> 15
NISSAN
DEALER SALES & SERVICE AGREEMENT

The following Standard Provisions have by reference been incorporated
in and made a part of the Nissan Dealer Sales & Service Agreement which they
accompany and which has been executed on behalf of Seller and Dealer.

SECTION 1. DEFINITIONS

Seller and Dealer agree that the following terms, as used in this
Agreement, shall be defined exclusively as set forth below.

A. "Authorized Nissan Dealers" shall mean dealers located in the
Territory that are authorized by Seller to conduct Dealership Operations in
connection with the sale of Nissan Products, pursuant to a duly executed Nissan
Dealer Sales and Service Agreement.

B. "Nissan Cars" shall mean the new passenger cars specified in
the current Product Addendum.

C. "Nissan Trucks" shall mean the new trucks, cab and chassis,
utility vehicles, buses or vans specified in the current Product Addendum.

D. "Nissan Vehicles" shall mean Nissan Cars and Nissan Trucks.

E. "Genuine Nissan Parts and Accessories" shall mean such parts,
accessories and other products for Nissan Vehicles as are from time to time
offered for sale by Seller to Authorized Nissan Dealers for resale under this
Agreement.

F. "Nissan Products" shall mean Nissan Vehicles and Genuine
Nissan Parts and Accessories.

G. "Competitive Vehicles" shall mean those new vehicles which are
considered by Seller to be directly competitive with Nissan Vehicles.

H. "Industry Cars" shall mean all new cars of all manufacturers
which are sold and distributed within the United States, to the extent data
relating to registration thereof are reasonably available.

I. "Competitive Truck Segment" shall include all compact pickup
trucks, compact utility vehicles, and compact buses of all manufacturers which
are sold and distributed within the United States, to the extent data relating
to registration thereof are reasonably available.

J. "Dealership Location" shall mean the place or places of
business of Dealer established and described in accordance with Section 2 of
this Agreement.

<PAGE> 16
K. "Dealership Facilities" shall mean the land areas at the
Dealership Location and the buildings and improvements erected thereon provided
by Dealer in accordance with Section 2 of this Agreement.

L. "Dealership Facilities Addendum" shall mean the addendum
executed by Seller and Dealer pursuant to Section 2 of this Agreement.

M. "Dealership Operations" shall mean all dealer functions
contemplated by this Agreement including, without limitation, sale and
servicing of Nissan Products, use and display of Nissan Marks and Nissan
Products, rental and leasing of Nissan Vehicles, sales of used vehicles, body
shop work, financing or insurance services and any other activities undertaken
by Dealer in connection with Nissan Products whether conducted directly or
indirectly by Dealer.

N. "Primary Market Area" shall mean the geographic area which is
designated from time to time as the area of Dealer's sales and service
responsibility for Nissan Products is in a Notice of Primary Market Area issued
by Seller to Dealer. Seller reserves the right, in its reasonable discretion,
to issue new, superseding "Notices of Primary Market Area" to Dealer from time
to time. Such geographic area may at any time be applicable to Dealer and to
other Authorized Nissan Dealers.

O. "Principal Owner(s)" shall mean the person(s) named as
Principal Owner(s) in the Final Article of this Agreement upon whose personal
qualifications, expertise, reputation, integrity, experience, ability and
representations concerning the management and operation of Dealer, Seller has
relied in entering this Agreement.

P. "Other Owner(s)" shall mean the person(s) named as Other
Owner(s) in the Final Article of this Agreement who will not be involved in the
operation or management of Dealer.

Q. "Executive Manager" shall mean the person named as Executive
Manager in the Final Article of this Agreement upon whose personal
qualifications, expertise, reputation, integrity, experience, ability and
representations that he or she shall devote his or her primary efforts to and
have full managerial authority and responsibility for the day-to-day management
and performance of Dealer, Seller has relied in entering in this Agreement.

R. "Successor Addendum" shall mean the Successor Addendum, if
any, executed by Seller and Dealer pursuant to Section 14 of this Agreement.

S. "Guides" shall mean such reasonable standards as may be
established by Seller for Authorized Nissan Dealers from time to time under its
standard procedures with respect to such matters as dealership facilities,
tools, equipment, financing, capitalization, inventories, operations and
personnel. The execution of this Agreement or of any addenda hereto
(including, without limitation, any Dealership Facilities Addendum) shall not,
however, be construed as evidence of Dealer's fulfillment of or compliance with
said Guides or of Dealer's fulfillment of its responsibilities under this
Agreement.

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<PAGE> 17
T. "Warranty Manual" shall mean the publication or publications
of Seller, as the same may from time to time be amended, revised or
supplemented, which set forth Seller's policies and procedures concerning the
administration of Seller's warranties and related matters.

U. "Nissan Marks" shall mean those trademarks, service marks,
names, logos and designs that Seller may, from time to time, use or authorize
for use by Dealer in connection with Nissan Products or Dealership Operations
including, without limitation, the name "Nissan".

V. "Seller's Manuals and Instructions" shall mean those
bulletins, manuals or instructions issued by Seller to all Authorized Nissan
Dealers advising them of Seller's policies or procedures under this Agreement
including, without limitation, the Parts and Accessories Policy and Procedures
Manual and the Nissan Dealer Accounting System Manual.

W. "Territory" shall mean the geographic area in which Seller has
been authorized by Manufacturer to distribute Nissan Products.

X. "Product Addendum" shall mean the Product Addendum issued by
Seller to Dealer which specifies those Nissan Vehicles which shall be offered
for sale by Seller to Dealer for resale. Seller reserves the right, in its
sole discretion, to issue new, superseding Product Addenda to Dealer from time
to time.

Y. "Dealer Identification Addendum" shall mean the Dealer
Identification Addendum executed by Seller and Dealer pursuant to Section 6.C
of this Agreement.

SECTION 2. DEALERSHIP LOCATION AND DEALERSHIP FACILITIES

A. Location and Facilities.

Dealer shall provide, at the Dealership Location approved by Seller in
accordance with Section 2.B hereof, Dealership Facilities that will enable
Dealer to effectively perform its responsibilities under this Agreement and
which are reasonably equivalent to those maintained by Dealer's principal
competitors in the geographic area in which Dealer's Primary Market Area is
located. In addition, the Dealership Facilities shall be satisfactory in
space, appearance, layout, equipment, signage and otherwise be substantially in
accordance with the Guides therefor established by Seller from time to time.
Dealer shall conduct its Dealership Operations only from the Dealership
Location specified in the Dealership Facilities Addendum. If the Dealership
Location is comprised of more than one place of business, Dealer shall use each
such place of business only for the purposes specified therefor in the current
Dealership Facilities Addendum.

B. Dealership Facilities Addendum.

Dealer and Seller will execute a Dealership Facilities Addendum which
will include a description of the Dealership Location and the Dealership
Facilities, the approved use for each such place of business and facility, and
the current Guides therefor.

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<PAGE> 18
C. Changes and Additions.

Dealer shall not move, relocate, or change the usage of the Dealership
Location or any of the Dealership Facilities, or substantially modify any of
the Dealership Facilities, nor shall Dealer or any person named in the Final
Article of this Agreement directly or indirectly establish or operate any other
locations or facilities for the sale or servicing of Nissan Products or for the
conduct of any other of the Dealership Operations contemplated by this
Agreement, without the prior written consent of Seller. Any changes in the
Dealership Location or the Dealership Facilities that may be agreed to by
Seller and Dealer shall be reflected in a new, superseding Dealership
Facilities Addendum executed by Seller and Dealer.

D. Assistance Provided by Seller.

To assist Dealer in planning, establishing and maintaining the
Dealership Facilities, Seller, at the request of Dealer, will from time to time
make its representatives available to Dealer to provide standard building
layout plans, facility planning recommendations, and counsel and advice
concerning location and facility planning.

E. Evaluation of Dealership Facilities and Location.

Seller will periodically evaluate Dealer's performance of its
responsibilities under this Section 2. In making such evaluations, Seller will
give consideration to: the actual land and building space provided by Dealer
for the performance of its responsibilities under this Agreement; the current
Guides established by Seller for the Dealership Facilities; the appearance,
condition and layout of the Dealership Facilities; the location of the
Dealership Facilities relative to the sales opportunities and service
requirements of the Primary Market Area; equivalence with facilities maintained
by Dealer's principal competitors; and such other factors, if any, as may
directly relate to Dealer's performance of its responsibilities under this
Section 2. Evaluations prepared pursuant to this Section 2.E will be discussed
with and provided to Dealer, and Dealer shall have an opportunity to comment,
in writing, on such evaluations, and Seller will consider Dealer's comments.
Dealer shall promptly take such action as may be required to correct any
deficiencies in Dealer's performance of its responsibilities under this Section
2.

SECTION 3. VEHICLE SALES RESPONSIBILITIES OF DEALER

A. General Obligations of Dealer.

Dealer shall actively and effectively promote through its own
advertising and sales promotion activities the sale at retail (and if Dealer
elects, the leasing and rental) of Nissan Vehicles to customers located within
Dealer's Primary Market Area. Dealer's Primary Market Area is a geographic
area which Seller uses as a tool to evaluate Dealer's performance of its sales
obligations hereunder. Dealer agrees: that it has no right or property
interest in any such geographic area which Seller may designate; that, subject
to Section 4 of this Agreement, Seller may add, relocate or replace dealers in
Dealer's Primary Market Area; and that Seller may, in its reasonable
discretion, change Dealer's Primary Market Area from time to time.

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B. Sales of Nissan Cars and Nissan Trucks.

Dealer's performance of its sales responsibility for Nissan Cars and
Nissan Trucks will be evaluated by Seller on the basis of such reasonable
criteria as Seller may develop from time to time, including for example:

1. Achievement of reasonable sales objectives which may
be established from time to time by Seller for Dealer as standards for
performance;

2. Dealer's sales of Nissan Cars and Nissan Trucks in
Dealer's Primary Market Area and/or the metropolitan area in which Dealer is
located, as applicable, or Dealer's sales as a percentage of:

(i) registrations of Nissan Cars and Nissan
Trucks;

(ii) registrations of Competitive Vehicles;

(iii) registrations of vehicles in the Competitive
Truck Segment;

3. A comparison of Dealer's sales and/or registrations
to sales and/or registrations of all other Authorized Nissan Dealers combined
in Seller's Sales Region and District in which Dealer is located and, where
Section 3.C applies, for all other Authorized Nissan Dealers combined in the
metropolitan area in which Dealer is located; and

4. A comparison of sales and/or registrations achieved
by Dealer to the sales or registrations of Dealer's competitors.

The sales and registration data referred to in this Section 3
shall be those utilized in Seller's records or in reports furnished to Seller
by independent sources selected by it and generally available for such purpose
in the automotive industry. If such reports of registration and/or sales are
not generally available, Seller may rely on such other registration and/or
sales data as can be reasonably obtained by Seller.

C. Metropolitan Markets.

If Dealer is located in a metropolitan or other marketing area where
there are located one or more Authorized Nissan Dealers other than Dealer, the
combined sales performance of all Nissan Dealers in such metropolitan or other
marketing area may be evaluated as indicated in Sections 3.B.2 and 3.B.3 above,
and Dealer's sales performance may also be evaluated on the basis of the
proportion of sales and potential sales of Nissan Vehicles in the metropolitan
or other marketing area in which Dealer is located for which Dealer fairly may
be held responsible.

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D. Additional Factors for Consideration.

Where appropriate in evaluating Dealer's sales performance, Seller
will take into account such reasonable criteria as Seller may determine from
time to time, including, for example, the following: the Dealership Location;
the general shopping habits of the public in such market area; the availability
of Nissan Vehicles to Dealer and to other Authorized Nissan Dealers; any
special local marketing conditions that would affect Dealer's sales performance
differently from the sales performance of other Authorized Nissan Dealers; the
recent and long term trends in Dealer's sales performance; the manner in which
Dealer has conducted its sales operations (including advertising, sales
promotion, and treatment of customers); and the other factors, if any, directly
affecting Dealer's sales opportunities and performance.

E. Used Motor Vehicle Sales.

Dealer shall engage in used motor vehicle operations as and to the
extent reasonably required for Dealer to effectively perform its
responsibilities for the sale of Nissan Vehicles. Subject to requirements and
guidelines established by Seller, Dealer shall be entitled to identify such
used motor vehicle operations as a part of its Dealership Operations and to
apply the Nissan Marks relating to used motor vehicle operations.

F. Dealer Sales Personnel.

Dealer shall organize and maintain a sales organization that includes
a sufficient number of qualified and trained sales managers and sales people to
enable Dealer to effectively fulfill its responsibilities under this Section 3.
Seller may, from time to time, comment on or advise Dealer concerning the
qualifications, performance and ability of Dealer's sales personnel as the same
affect Dealer's performance of its obligations under this Section 3.

G. Assistance Provided by Seller.

1. Sales Training Courses.

Seller will offer from time to time sales training courses for
Dealer sales personnel. Based on its need therefor, Dealer shall, without
expense to Seller, have members of Dealer's sales organization attend such
training courses and Dealer shall cooperate in such courses as may from time to
time be offered by Seller.

2. Sales Personnel

To further assist Dealer, Seller will provide to Dealer advice
and counsel on matters relating to new vehicle sales, sales personnel training
and management, merchandising, and facilities used for Dealer's vehicle sales
operations.

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H. Evaluation of Dealer's Sales Performance.

Seller will periodically evaluate Dealer's performance of its
responsibilities under this Section 3. Evaluations prepared pursuant to this
Section 3.H will be discussed with and provided to Dealer, and Dealer shall
have an opportunity to comment, in writing, on such evaluations. Dealer shall
promptly take such action as may be required to correct any deficiencies in
Dealer's performance of its responsibilities under this Section 3.

SECTION 4. DETERMINATION OF DEALER REPRESENTATION

A. Development of Market Studies.

Seller may, from time to time and in its sole discretion, conduct
studies of various geographic areas to evaluate market conditions. Such market
studies may, where appropriate, take into account such factors as geographical
characteristics, consumer shopping patterns, existence of other automobile
retail outlets, sales opportunities and service requirements of the geographic
area in which Dealer's Primary Market Area is located, trends in marketing
conditions, current and prospective trends in population, income, occupation,
and such other demographic characteristics as may be determined by Seller to be
relevant to its study. Such studies will make recommendations concerning the
market, the Dealership Facilities, and the Dealership Location. Prior to
conducting a study which includes the geographic area in which Dealer's Primary
Market Area is located. Seller will notify Dealer of its intention to conduct
such a study. Dealer will be given the opportunity to present to Seller such
information pertaining to such study as Dealer believes may be relevant.
Seller will consider all relevant information timely provided by Dealer before
concluding its study.

B. Appointment of New Authorized Nissan Dealers to Fill Open
Points.

1. If any study conducted pursuant to Section 4.A
recommends that an open point be established at a location that is within ten
(10) miles driving distance, by the shortest publicly traveled route, of
Dealer's main Dealership Location, Seller will so notify Dealer. Dealer will
have thirty (30) days from Dealer's receipt of notice of the recommendations of
the study in which to object to them. Upon Dealer's request, Seller will
review the results of the study with Dealer (excluding information considered
by Seller to be confidential). Seller will consider all objections to the
recommended open point timely made by Dealer. Prior to entering into a Nissan
Dealer Sales and Service Agreement with a New Authorized Nissan Dealer filling
such an open point, Seller will give Dealer written notice of its intent to
fill the open point (hereinafter the "Notice of Appointment"). If Dealer
timely files a Notice of Appeal (as defined in Section 16.B hereof) with the
Policy Review Board (as defined in Section 16.A hereof) in accordance with the
procedures established in Section 16.B therefor, Seller will not enter into a
Nissan Dealer Sales and Service Agreement appointing such New Authorized Nissan
Dealer until the Policy Review Board has rendered its decision on the matter.

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2. Nissan reserves the right to sell Nissan Products to
others and to appoint Authorized Nissan Dealers within and outside the ten (10)
miles driving distance described above. However, Seller agrees that it will
not enter into a Nissan Dealer Sales and Service Agreement appointing a New
Authorized Nissan Dealer filling an open point which is located within the ten
(10) miles driving distance described above unless the study made pursuant to
Section 4.A demonstrates in Seller's good faith opinion that the declaration of
an open point is warranted by market or economic conditions.

3. Nothing in this Agreement shall be construed to
require Dealer's consent to the appointment of a New Authorized Nissan Dealer
at a location that is within the ten (10) miles driving distance described
above. Nothing in this Agreement shall be construed to grant Dealer any rights
in connection with the appointment of an Authorized Nissan Dealer at a location
that is not within the ten (10) miles driving distance described above. In
addition, this Section 4.B does not apply to, nor shall it be construed to
grant Dealer any rights in connection with any of the events or transactions
excluded from the definition of "New Authorized Nissan Dealer" in Section
4.B.4(a), (b) or (c) below.

4. "New Authorized Nissan Dealer" shall mean an
Authorized Nissan Dealer that has not previously executed a Nissan Dealer Sales
and Service Agreement or done business as an Authorized Nissan Dealer;
provided, however, that "New Authorized Nissan Dealer" shall not include an
Authorized Nissan Dealer who: (a) is a Successor Dealer appointed pursuant to
Section 14, (b) is a purchaser or transferee of the assets of or ownership
interests in an Authorized Nissan Dealer that is appointed as an Authorized
Nissan Dealer pursuant to Section 15, or (c) who is approved as a Nissan Dealer
following or resulting from:

(i) a change in name or form of an Authorized
Nissan Dealer;

(ii) any other sale, exchange or other transfer of
any ownership interests in or any assets of any other Authorized
Nissan Dealer, by operation of law or otherwise and whether voluntary
and involuntary;

(iii) an assignment, sale or other transfer of any
interest in a Nissan Dealer Sales and Service Agreement, by operation
of law or otherwise and whether voluntary or involuntary;

(iv) the relocation of an existing Authorized
Nissan Dealer; or

(v) the replacement of a former Authorized Nissan
Dealer where the appointment of such replacement Dealer takes place
within two (2) years of the date on which the former Dealer ceased
doing business and where such replacement Dealer's main Dealership
Location is located within a five (5) mile driving distance by the
shortest publicly traveled route of the former Dealer's main
Dealership Location;

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regardless of whether any of the foregoing actions, individually or
collectively, result in the appointment of an Authorized Nissan Dealer at a
location that is within or without the ten (10) miles driving distance
described above.

SECTION 5. RESPONSIBILITIES OF DEALER WITH RESPECT TO SERVICE
AND PARTS

A. General Service Obligations of Dealer.

Dealer understands and acknowledges that future sales of Nissan
Products depend, in part, upon the satisfaction of Dealer's customers with its
servicing of such Products. Dealer further recognizes that Seller has entered
into this Agreement in reliance upon Dealer's representations concerning its
ability and commitment to fair dealing and professional servicing.
Accordingly, Dealer shall develop and maintain a quality service organization
and shall render at the Dealership Facilities prompt, efficient and courteous
service to owners and users of Nissan Products, regardless of the origin of
purchase, including, without limitation, the specific obligations described in
Section 5.B. In this regard, Dealer shall take all reasonable steps to insure
that: the service needs of its "customer's Nissan Vehicles are accurately
diagnosed; Dealer's customers are advised of such needs and that each
customer's consent is obtained prior to initiation of any repairs; necessary
repairs and maintenance are professionally performed; and Dealer's customers
are treated courteously and fairly.

B. Specific Service Obligations of Dealer.

1. Pre-Delivery Inspections and Service.

Dealer shall perform or be responsible for the performance of
pre-delivery inspections and service on each Nissan Vehicle prior to sale and
delivery thereof by Dealer, in accordance with the standards and procedures
relating thereto set forth in the applicable pre-delivery inspection schedules
furnished by Seller to Dealer from time to time. The completion of such
inspection and service shall be verified by Dealer on forms supplied or
approved by Seller for this purpose. Dealer shall retain the original or a
legible copy of each such form in its records and shall furnish a copy to the
purchaser.

2. Warranty Repairs and Goodwill Adjustments.

Dealer shall promptly, courteously and efficiently perform:
(i) warranty repairs on each Nissan Product which qualifies for such repairs
under the provisions of any warranty furnished therewith by Seller,
Manufacturer or the manufacturer of the Product; and (ii) such other
inspections, repairs or corrections on Nissan Products as may be approved or
authorized by Seller to be made at Seller's expense (hereinafter referred to as
"goodwill adjustments"). Dealer shall perform such repairs and service on each
such Nissan Product as and when required and requested by the owner or user (or
in the case of goodwill adjustments when requested by Seller), without regard
to its origin of purchase and in accordance with the provisions relating
thereto set forth in the Warranty Manual or in Seller's Manuals or Instructions
issued to Dealer from time to time. In performing such repairs and service on
Nissan Products for which Seller has agreed to reimburse Dealer, Dealer shall
use

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<PAGE> 24
Genuine Nissan Parts and Accessories unless Dealer receives prior authorization
from Seller to use non-genuine parts or accessories. Dealer will provide to
each owner or user of a Nissan Product upon which any such repairs or service
are performed a copy of the repair order reflecting all services performed.

3. Campaign Inspections and Corrections.

Dealer shall promptly, courteously and efficiently perform
such campaign inspections and/or corrections for owners and users of Nissan
Products, regardless of their origin of purchase, as are: (i) described in
owner notifications and recall campaigns conducted by Seller in furtherance of
any federal or state law, regulation, rule or order; or (ii) requested by
Seller on Nissan Products that qualify for such inspections and/or corrections.
Once Dealer has been notified that a recall or service campaign affects a
particular class or type of Nissan Product, Dealer shall perform such campaign
inspections and/or corrections on all affected Nissan Products then in or which
thereafter come into Dealer's inventory or which are delivered to Dealer for
repair or service. Dealer shall inquire, through the Nissan Datanet system or
otherwise, with respect to each such Nissan Product to determine whether all
applicable campaign inspections and/or corrections have been performed on such
Nissan Product and, if they have not been performed, Dealer shall perform them.

Dealer shall advise Seller as and when such campaign
inspections and/or corrections are performed, in accordance with Seller's
Manuals or Instructions relating thereto and in accordance with the provisions
relating thereto set forth in the Warranty Manual. To enable Dealer to perform
required corrections as promptly as practicable, parts and/or other material
required for each such campaign may be shipped in quantity and billed to
Dealer. Dealer shall accept and retain such parts and/or other materials for
use in such campaign. Upon completion of the campaign program, Dealer shall
have the right to return excess parts shipped by Seller to Dealer for such
campaign, but only to the extent that Dealer has not ordered and received
additional parts from Seller. Such a return of parts shall be apart from any
other parts return policies or programs which may be instituted by Seller. In
performing such campaign corrections for which Seller has agreed to reimburse
Dealer for parts and materials used in making such corrections, Dealer shall
use Genuine Nissan Parts and Accessories unless Dealer receives prior
authorization from Seller to use non-genuine parts and accessories.

4. Maintenance and Repair Service.

Dealer shall promptly, courteously and efficiently maintain
and repair Nissan Products as and when required and requested by the owner or
user thereof, without regard to their origin of purchase. Dealer shall provide
all owners and users for whom Dealer provides maintenance and repair service
itemized invoices reflecting all the services performed. In connection with
its sale or offering for sale of any maintenance services recommended by Seller
for the maintenance of a Nissan Product, Dealer shall advise each customer
requesting such recommended maintenance service of: (i) a description of the
items included in maintenance recommended by Seller and Dealer's price
therefor; and (ii) the price and description of such additional maintenance or
repair being sold or recommended by Dealer which are in addition to that
recommended by Seller in published owner's manuals.

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5. Payments by Seller to Dealer.

For pre-delivery inspections and service, warranty repairs,
goodwill adjustments, and campaign inspections and corrections performed by
Dealer in accordance with this Section 5.B, Seller shall fairly and adequately
reimburse Dealer for the parts and/or other materials (or shall provide Dealer
with the parts and/or other materials) and the labor required and used in
connection therewith in accordance with the provisions relating thereto set
forth in the Warranty Manual. Dealer understands and acknowledges that such
repairs are provided for the benefit of owners and users of Nissan Products,
and Dealer shall not impose any charge on such owners or users for parts,
materials, or labor for which Dealer has received or will receive compensation
from Seller hereunder.

Dealer shall comply with the disposition instructions
contained in the Warranty Manual with respect to any Genuine Nissan Parts or
Accessories acquired by Dealer as a result of its performance of warranty
repairs, goodwill adjustments and campaign adjustments and/or corrections.

C. Service Operations of Dealer.

1. Dealer Personnel.

Dealer shall organize and maintain, substantially in
accordance with Seller's Guides, a complete service organization that includes
a competent, trained service manager and a sufficient number of trained service
and customer relations personnel to enable Dealer to fulfill its
responsibilities for service and customer relations under this Section 5.
Dealer shall designate at least one member of its staff who shall be
responsible for resolving consumer complaints on behalf of Dealer. Dealer
shall, without expense to Seller, have members of Dealer's service organization
attend training courses offered by Seller and Dealer shall cooperate with and
participate in such training courses as may from time to time be offered by
Seller. Dealer agrees that its personnel will meet such educational,
management and technical training standards as Seller may establish or approve.
Seller may, from time to time, comment on or advise Dealer concerning the
qualifications, performance and ability of Dealer's service personnel as the
same affect Dealer's performance of its obligations under this Section 5.

2. Compliance with Laws.

In performing the maintenance and service obligations
specified in Section 5.B, Dealer shall comply with all applicable provisions of
federal, state and local laws, ordinances, rules, regulations and orders
affecting Nissan Products including, but not limited to, laws relating to
safety, emissions control, noise control and customer service. Seller shall
provide to Dealer, and Dealer shall provide to Seller, such information and
assistance as may be reasonably requested by one other in connection with the
performance of obligations of the parties under such laws, ordinances, rules,
regulations and orders. If applicable law requires the installation or supply
of equipment not installed or supplied as standard equipment by Seller or the
manufacturer of a Nissan Vehicle, Dealer shall, prior to its sale of the Nissan
Vehicles on or for which such equipment is required, install or supply such
equipment at its own expense and in conformance with such standards as may be

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adopted by Seller. Dealer shall comply with all applicable laws pertaining to
the installation or supply of such equipment including, without limitation, the
reporting thereof.

3. Tools and Equipment.

Dealer shall provide for use in its service operations such
service equipment and special tools, comparable to the type and quality
recommended by Seller from time to time, as are necessary to meet Dealer's
service responsibilities hereunder and as are substantially in accordance with
Seller's Guides. In addition, Dealer shall obtain and maintain for use in its
service operations all tools which are essential to the proper service, repair
and maintenance of Nissan Vehicles and are identified by Seller as essential
tools. Seller shall ship such essential tools to Dealer as required due to new
model and component introductions and Dealer shall pay Seller therefor as
invoiced. If Dealer is in possession of a tool equivalent to any essential
tool shipped by Seller, Dealer may so notify Seller and Seller will exempt
Dealer from purchasing such essential tool from Seller upon Seller's
determination that Dealer's tool will satisfy the need for the specific repair
procedure or procedures for which the essential tool is intended. Dealer shall
maintain all such equipment and tools in good repair and proper calibration so
as to enable Dealer to meet its service responsibilities under this Section 5.

4. Owner Relations.

In providing service on Nissan Products, Dealer shall make
every effort to build and maintain good relations between Dealer and Owners and
users of Nissan Products. Dealer shall promptly investigate and handle all
matters brought to its attention by Seller, owners or users of Nissan Products,
or any public or private agency, relating to the sale or servicing of Nissan
Products, so as to develop and maintain owner and user confidence in Dealer,
Seller and Nissan Products.

Dealer shall promptly report to Seller the details of each
inquiry or complaint received by Dealer relating to any Nissan Product which
Dealer cannot handle promptly and satisfactorily. Dealer will take such other
steps with respect to such customer complaints as Seller may reasonably
require. Dealer will do nothing to affect adversely Seller's rights or
obligations under applicable laws, rules and/or regulations. Furthermore,
Dealer shall participate in and cooperate with such dispute resolution
procedures as Seller may designate from time to time and such other procedures
as may be required by law.

Seller will promptly investigate all matters brought to its
attention by Dealer, owners or users of Nissan Products, or any public or
private agency, relating to the design, manufacture or sale by Seller of Nissan
Products, and Seller will take such action as it may deem necessary or
appropriate so as to develop and maintain owner confidence in Seller, Dealer
and Nissan Products.

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D. Parts Operations of Dealer.

1. Parts Sale Responsibility of Dealer.

Dealer shall actively and effectively promote through its own
advertising and sales promotion activities the sale of Genuine Nissan Parts and
Accessories to service, wholesale, retail and other customers within Dealer's
Primary Market Area.

2. Dealer Personnel.

Dealer shall organize and maintain, substantially in
accordance with Seller's recommendations with respect thereto, a complete parts
organization that includes a competent, trained parts manager and a sufficient
number of trained parts personnel to enable Dealer to fulfill its
responsibilities under this Section 5. Based on its need therefor, Dealer
shall, without expense to Seller, have members of Dealer's parts organization
attend training courses offered by Seller and Dealer shall cooperate in such
training courses as may from time to time be offered by Seller. Seller may,
from time to time, comment on or advise Dealer concerning the qualifications,
performance and ability of Dealer's parts personnel as the same affect Dealer's
performance of its obligations under this Section 5.

3. Inventories of Parts and Accessories.

Dealer shall maintain at all times a stock of parts and
accessories which is adequate to meet its service and wholesale and retail
parts sales responsibilities under this Section 5. Dealer shall also maintain,
subject to the ability of Seller to supply the products ordered by Dealer, a
stock of Genuine Nissan Parts and Accessories of an assortment and in
quantifies adequate to meet customer demand and for warranty repairs, goodwill
adjustments and campaign corrections made pursuant to this Section 5.

E. Assistance Provided by Seller.

1. Service and Parts Manual.

Seller will make available to Dealer, for use by Dealer's
service and parts personnel, Seller's Manuals or Instructions concerning
Dealer's service and parts operations and other sources of information and
technical data as Seller deems necessary to permit Dealer to perform its
service and parts responsibilities under this Section 5. Dealer shall keep
such information and data current and available for consultation by Dealer's
service and parts employees.

2. Service and Parts Field Personnel.

To further assist Dealer, Seller will provide to Dealer the
advice and counsel of its service and parts field personnel on matters relating
to service, parts and accessories, including technical diagnosis, service and
parts management, merchandising, personnel training, owner relations, and
facilities used for Dealer's service and parts operations.

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F. Evaluation of Dealer's Service and Parts Performance.

Dealer's performance of its service and parts responsibilities will be
evaluated by Seller on the basis of such reasonable criteria as Seller may
develop from time to time, including for example:

1. Dealer's performance in building and maintaining
consumer confidence in Dealer and in Nissan Products as measured by surveys or
indices of consumer satisfaction as compared with performance levels achieved
by other Authorized Nissan Dealers in Seller's Region or District in which
Dealer is located or such other means as may be deemed appropriate by Seller;

2. Reasonable parts purchase or sales performance
objectives which may be established from time to time by Seller for Dealer;

3. Dealer's advertising and promotion of its parts and
service operations;

4. Dealer's performance of its service responsibilities
and Dealer's conduct of its service operations including, without limitation,
the financial results of its service operations, labor sales, warranty claims
practices training of service personnel, qualification, performance and ability
of service personnel, and inventory of special and essential tools and service
equipment, as compared with Seller's Guides therefor where such have been
established and/or as compared with performance levels achieved by other
Authorized Nissan Dealers in Seller's Region or District in which Dealer is
located.

5. Dealer's performance of its parts sales
responsibilities and Dealer's conduct of its parts operations including,
without limitation, the financial results of its parts operations, training of
parts personnel, and inventory of parts, as compared with Seller's Guides
therefor where such have been established and/or as compared with performance
levels achieved by other Authorized Nissan Dealers in Seller's Region or
District in which Dealer is located; and

6. Evaluation reports resulting from any audit or review
of Dealer's service or parts operations by Seller's representatives.

Seller will periodically evaluate Dealer's performance of its
responsibilities under this Section 5. Evaluations prepared pursuant to this
Section 5 will be discussed with and provided to Dealer, and Dealer shall have
an opportunity to comment, in writing, on such evaluations. Dealer shall
promptly take such action as may be required to correct any deficiencies in
Dealer's performance of its responsibilities under this Section 5.

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SECTION 6. OTHER SELLER AND DEALER RESPONSIBILITIES

A. Advertising and Promotion.

1. Advertising Standards.

Both Seller and Dealer recognize the need for maintaining the
highest standards of ethical advertising which is of a quality and dignity
consonant with the reputation and standing of Nissan Products. Accordingly,
neither Seller nor Dealer shall publish or cause to be published any
advertising relating to Nissan Products that is not in compliance with all
applicable federal, state and local laws, ordinances, rules, regulations and
orders or that is likely to mislead, confuse or deceive the public or impair
the goodwill of Manufacturer, Seller or Dealer or the reputation of Nissan
Products or the Nissan Marks.

2. Display by Dealer.

Dealer shall prominently state upon its stationery and other
printed matter that it is an Authorized Nissan Dealer.

3. Sales Promotion.

Seller will establish and maintain comprehensive advertising
programs to promote the sale of Nissan Vehicles and will from time to time
offer advertising, sales promotion and sales campaign materials to Dealer. In
addition, to effectively promote the sale of Nissan Products and the
availability of service for Nissan Vehicles, Dealer shall establish and
maintain its own advertising and sales promotion programs including, but not
limited to, effective showroom displays, and Dealer will have available in
showroom ready condition at least one vehicle in each model line of Nissan
Vehicles for purposes of demonstration to potential customers.

B. Dealer Disclosures and Representations Concerning Nissan
Products and Other Products of Services.

Dealer understands and acknowledges that it is of vital importance to
Seller that Nissan Products are sold and serviced in a manner which promotes
consumer satisfaction and which meet the high quality standards associated with
Seller, Manufacturer, the Nissan Marks and Nissan Products in general.
Accordingly, Dealer shall fully and accurately disclose to its customers all
material information concerning the products and services sold by Dealer and
the terms of purchase and sale including, without limitation: the items
making up the purchase price; the source of products sold; and all warranties
affecting products sold. Dealer shall not make any misleading statements or
misrepresentations concerning the products sold by Dealer, the terms of sale,
the warranties applicable to such products, the source of the products, or the
recommendations or approvals of Seller or Manufacturer.

Nothing in this Agreement shall limit or be construed to limit the
products or services which Dealer may sell to its customers. Seller
acknowledges that Dealer is free to sell whatever products

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or services Dealer may choose in connection with its sale and servicing of
Nissan Products, subject to Dealer obligations under Sections 5 and 6 of this
Agreement.

C. Signs.

Dealer shall, at its expense, display at its Dealership Location, in
such number and at such locations as Seller may reasonably require, signs which
are compatible with the design standards established by Seller and published in
Seller's Manuals or Instructions from time to time. Dealer's use and operation
of signs displayed by Dealer at the Dealership Location and Dealer's display of
any Nissan Mark shall be subject to Seller's approval and shall be in
accordance with the terms and conditions of Section 6.K and the Dealership
Identification Addendum.

D. Hours of Operations.

Dealer recognizes that the service and maintenance needs of the owners
of Nissan Products and Dealer's own responsibilities to actively and
effectively promote the sale of Nissan Products can be met properly only if
Dealer keeps its Dealership Facilities open and conducts all of its Dealership
Operations required by this Agreement during hours which are reasonable and
convenient for Dealer's customers. Accordingly, Dealer shall maintain its
Dealership Facilities open for business and shall conduct all Dealership
Operations required under this Agreement during such days and hours as
automobile dealers' sales and service facilities are customarily and lawfully
open in Dealer's Primary Market Area or in the metropolitan area in which
Dealer is located.

E. Capital and Financing.

Dealer recognizes that its ability to conduct its Dealership
Operations successfully on a day-to-day basis and to effectively perform its
other obligations under this Agreement including, without limitation, its
obligations with respect to Dealership Facilities, new vehicle sales, and
service and parts sales, depends to a great extent upon the adequate
capitalization of Dealer, including its maintaining sufficient net working
capital and net worth and employing the same in its Dealership Operations.
Dealer shall at all times maintain and employ such amount and allocation of net
working capital and net worth as are substantially in accordance with Seller's
Guides therefor and which will enable Dealer to fulfill all of its
responsibilities under this Agreement. Dealer shall at all times during the
term of this Agreement have flooring arrangements (wholesale financing)
satisfactory to Seller, in an amount substantially in accordance with Seller's
Guides therefor, with a financial institution acceptable to Seller, and which
will enable Dealer to fulfill its obligations under this Agreement.

F. Accounting System.

It is in the mutual interest of Seller and Dealer that all Authorized
Nissan Dealers install and maintain uniform accounting systems and practices,
so that Seller can develop standards of operating performance which will assist
Dealer in obtaining satisfactory results from its Dealership Operations and
which will assist Seller in formulating policies in the interests of Seller and
all Authorized Nissan Dealers. Accordingly, Dealer shall install and maintain
an accounting system, not exclusive

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of any other system, in accordance with Seller's Nissan Dealer Accounting
System Manual, as the same may from time to time be amended, revised or
supplemented.

G. Records and Reports.

1. Financial Statements.

Dealer shall furnish to Seller, on or before the tenth (10th)
day of each month, in a manner acceptable to Seller, complete and accurate
financial and operating statements which fairly present, in accordance with
generally accepted accounting principles, Dealer's financial condition as of
the end of the preceding month and the results of Dealer's Dealership
Operations for the preceding month and for that portion of Dealer's fiscal year
then ended. Dealer shall also furnish for such periods reports of Dealer's
sales and inventory of Nissan Products. Dealer shall also promptly furnish to
Seller a copy of any adjusted annual financial or operating statement prepared
by or for Dealer.

2. Sales Records and Reports.

Dealer shall prepare and retain for a minimum of two (2)
years, complete and up-to-date records covering its sales of Nissan Products.
To assist Seller in evaluating, among other things, current market trends, to
provide information for use in the adjustment of production and distribution
schedules, to provide information used by Seller in providing Nissan Vehicles
to Dealer, and to provide Seller with accurate records of the ownership of
Nissan Vehicles for various purposes including warranty records and ownership
notification, Dealer shall accurately submit to Seller such information with
respect to Dealer's sales of Nissan Products as Seller may reasonably require
as and in the form or manner specified by Seller, at or as soon as possible
after the close of each business day on which such Nissan Products are sold by
Dealer. If Dealer becomes aware that any information submitted by Dealer to
Seller hereunder is or has become inaccurate, Dealer will immediately take all
steps necessary to advise Seller of and to correct such inaccuracy. Should
Seller determine or discover that any report submitted hereunder by Dealer is
or has become inaccurate, Seller may take any steps it deems necessary or
appropriate to correct such inaccuracy and to adjust its records, calculations
or procedures with respect to Dealer's reported sales to correct the effect of
such inaccuracy or to prevent additional inaccurate reports from being made.

3. Service Records.

Dealer shall prepare and retain for a minimum of two (2)
years, in accordance with the procedures specified in the Warranty Manual:
records in support of applications for payment for pre-delivery inspection and
service, warranty repairs and goodwill adjustments, and campaign inspections
and corrections performed by Dealer; claims for parts compensation; and
applications for discounts, allowances, refunds or credits.

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4. Other Reports.

Dealer shall furnish to Seller such other records or reports
concerning its Dealership Operations as Seller may reasonably require from time
to time.

H. Nissan Datanet System.

Seller has developed the Nissan Datanet system, which is an electronic
data communication and processing system designed to facilitate accurate and
prompt reporting of dealership operational and financial data, submission of
parts orders and warranty claims and processing of information with respect to
the Dealership Operations. Such data is used by Seller, among other things, to
develop composite operating statistics which are useful to Dealer and Seller in
assessing Dealer's progress in meeting its obligations under this Agreement, to
provide a basis for recommendations which Seller may make to Dealer from time
to time to assist Dealer in improving Dealership Operations, to assist Seller
in developing standards of operating performance which will assist Dealer in
obtaining satisfactory results from its Dealership Operations, to assist Seller
in formulating policies in the interest of Seller and all Authorized Nissan
Dealers, and to provide sales reporting information relied upon by Seller in
providing Nissan Vehicles to Dealer. Accordingly, Dealer shall install and
maintain electronic data processing facilities which are compatible with the
Nissan Datanet system.

I. Right of Inspection.

Seller shall have the right, at all reasonable times during regular
business hours, to inspect the Dealership Facilities and to examine, audit and
make and take copies of all records, accounts and supporting data relating to
the sale, sales reporting, service and repair of Nissan Products by Dealer.
When practicable, Seller shall attempt to provide Dealer with advance notice of
an in-dealership audit of Dealer's records or accounts.

J. Confidentiality.

Seller will not furnish to any third party financial statements or
other confidential data, excluding sales records or reports, submitted by
Dealer to Seller, except as an unidentified part of a composite or coded
report, unless disclosure is authorized by Dealer or is required by law, or
unless such information is pertinent to judicial or governmental administrative
proceedings or to proceedings conducted pursuant to Section 16 of this
Agreement.

K. Use of Nissan Marks.

Seller grants Dealer the non-exclusive right to identify itself as an
Authorized Nissan Dealer and to display at the Dealership Location and use, in
connection with the sale and service of Nissan Products, the Nissan Marks. The
Nissan Marks may not be used as part of Dealer's name or trade name without
Seller's written consent. No entity owned by or affiliated with Dealer or any
of its owners may use any Nissan Mark without Seller's prior written consent.
Dealer shall not make any use of any Nissan Mark which is inconsistent with
Seller's policies concerning trademark use.

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Dealer may not, either directly or indirectly, display any Nissan Marks at any
location or facility other than those identified in the Dealership Facilities
Addendum to this Agreement, without the prior written consent of Seller.
Except as authorized herein, Dealer shall not make use of any Nissan Mark, and
Dealer shall neither have nor claim any rights in respect of any Nissan Mark.
Dealer shall comply with any of Seller's Manuals or Instructions regarding the
use of Nissan Marks as may be issued to Dealer from time to time. Dealer shall
promptly change or discontinue its use of any Nissan Marks upon Seller's
request. Any authorization granted may be withdrawn by Seller at any time and,
in any event, shall cease immediately upon the effective date of termination of
this Agreement.

If Seller institutes litigation to effect or enforce compliance with
this Section 6.K, the prevailing party in such litigation shall be entitled to
reimbursement for its costs and expenses in such litigation, including
reasonable attorney's fees.

SECTION 7. PURCHASE AND DELIVERY

A. Dealer Purchases.

1. Nissan Vehicles.

From time to time Seller will advise Dealer of the number and
model lines of Nissan Vehicles which Seller has available for sale to Dealer
and, subject to this Section 7, Dealer shall have the right to purchase such
Nissan Vehicles. Seller will distribute Nissan Vehicles to Authorized Nissan
Dealers in accordance with Seller's written distribution policies and
procedures as the same may be in effect from time to time. Seller will provide
to Dealer an explanation of the method used by Seller to distribute Nissan
Vehicles to Authorized Nissan Dealers. Dealer recognizes that there are
numerous factors which affect the availability of Nissan Vehicles to Seller and
to Dealer including, without limitation, production capacity, sales potential
in Dealer's and other Primary Market Areas, varying consumer demand, weather
and transportation conditions, and state and federal government requirements.
Since such factors may affect individual dealers differently, Seller reserves
to itself sole discretion to distribute Nissan Vehicles in a fair and
consistent manner, and its decisions in such matters shall be final.

2. Genuine Nissan Parts and Accessories.

Dealer shall submit to Seller firm orders for Genuine Nissan
Parts and Accessories in such quantity and variety as are reasonably necessary
to fulfill Dealer's obligations under this Agreement. All orders shall be
submitted by Dealer in the manner specified by Seller and in accordance with
Seller's Parts and Accessories Policy and Procedures Manual, may be accepted in
whole or in part by Seller, and shall be effective only upon acceptance thereof
by Seller at its home office in California (but without necessity of any notice
of acceptance by Seller to Dealer). Such orders shall not be cancelable by
Dealer after acceptance and shipment by Seller, except in accordance with
Section 8 of this Agreement.

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B. Delays in Delivery.

Seller shall not be liable for failure or delay in delivery to Dealer
of Nissan Products which Seller has previously agreed to deliver to Dealer
where such failure or delay is due to cause or causes beyond the control or
without the fault or negligence of Seller.

C. Shipment of Nissan Products.

1. Nissan Vehicles.

Seller will ship Nissan Vehicles to Dealer by whatever mode of
transportation, by whatever route, and from whatever point Seller may select.
Dealer shall pay to Seller in connection with Nissan Vehicles delivered to
Dealer the applicable destination charges that are established for Dealer by
Seller and that are in effect at the time of shipment. Dealer shall bear the
risk of loss and damage to Nissan Vehicles during transportation from the point
of shipment; however, Seller will, if requested by Dealer in such manner and
within such time as Seller shall from time to time specify, prosecute claims
for loss of or damage to Nissan Vehicles during said transportation against the
responsible carrier for and on behalf of Dealer.

2. Genuine Nissan Parts and Accessories.

Seller will ship Genuine Nissan Parts and Accessories to
Dealer by whatever mode of transportation, by whatever route, and from whatever
point Seller may select. Dealer shall bear the risk of loss and damage to
Genuine Nissan Parts and Accessories during transportation from the point of
shipment.

D. Passage of Title.

Title to each Nissan Product shall pass from Seller to Dealer, or to
the financial institution designated by Dealer, upon delivery of said Product
to Dealer or to a carrier for transportation to Dealer, whichever occurs first.

E. Security Interest.

1. Grant of Security Interest.

As security for the full payment of all sums from time to time
owed by Dealer to Seller under this Agreement, whether such sums are now, or
hereafter become, due and owing, Dealer hereby grants to Seller a security
interest in the following (collectively referred to as "Collateral");

(i) All non-vehicle inventory of Dealer
including, without limitation, all Genuine Nissan Parts and
Accessories delivered by Seller to Dealer hereunder on account (all
other inventory hereinafter referred to collectively as "Inventory"
and individual as "Item of Inventory"); and

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(ii) All proceeds from any of the foregoing
including, without limitation, insurance payable by reason of the
loss, damage or destruction of any Item of Inventory; and all accounts
and chattel paper of Dealer arising from sale, lease, or other
disposition of Inventory now existing or hereafter arising, and all
liens, securities, guarantees, remedies and privileges pertaining
thereto, together with all rights and liens of Dealer relating
thereto.

2. Default in Payment.

Dealer shall be in default of this Section 7 if: (i) Dealer
shall fail to pay any amounts secured hereby when due or fail to perform any
obligations under this Section 7 in a timely manner; (ii) there shall occur any
material adverse change in the financial condition of Dealer; (iii) Dealer
shall dissolve or become insolvent or bankrupt; or (iv) Seller shall have
determined in good faith that the prospect of such payment or performance is
impaired; and in any such case Seller may declare all sums secured by this
Section 7.E immediately due and payable and Seller shall have all rights and
remedies afforded to a secured party after default under the Uniform Commercial
Code or other applicable law in effect on the date of this Agreement.

3. Assembly of Collateral, Payment of Costs, Notices.

Dealer shall, if requested by Seller upon the occurrence of
any default under the foregoing Section 7.E.2 assemble the Collateral and make
it available to Seller at a place or places designated by Seller. Dealer also
shall pay all costs of Seller including, without limitation, attorneys' fees
incurred with respect to the enforcement of any of Seller's rights under this
Section 7.

4. Recording, Further Assurances.

Dealer shall execute and deliver such financing statements and
such other instruments or documents and take any other action as Seller may
request in order to create or maintain the security interest intended to be
created by this Section 7.E or to enable Seller to exercise and enforce its
rights hereunder. A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement and may be filed in lieu
of a financing statement in any and all jurisdictions which accept such
reproductions.

5. Records and Schedules of Inventory.

Dealer shall keep accurate records itemizing and describing
the kind, type and quantity of Inventory and shall furnish to Seller within
five (5) days of receipt of Seller's request therefor, with a current schedule
of inventory in form and substance satisfactory to Seller ("Schedule of
Inventory"), which shall be true and accurate in all respects. A physical
inventory shall be conducted no less than annually in connection with
preparation of year-end financial statements of Dealer and, at Seller's
request, a report of such inventory shall be promptly provided to Seller.

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F. Charges for Storage and Diversions.

Dealer shall be responsible for and shall pay all charges for
demurrage, storage and other expense accruing after shipment to Dealer or to a
carrier for transportation to Dealer. If diversions of shipments are made upon
Dealer's request or are made by Seller as a result of Dealer's failure or
refusal to accept shipments made pursuant to Dealer's orders, Dealer agrees to
pay all additional charges and expenses incident to such diversions.

G. Changes in Nissan Products.

Seller shall have the right in its sole discretion to discontinue the
supply, or make changes in the design or component materials, of any Nissan
Product at any time. Seller shall be under no liability to Dealer on account
of any such changes and shall not be required as a result of any such changes
to make any changes to Nissan Products previously purchased by Dealer. No
change shall be considered a model year change unless so specified by Seller.

SECTION 8. PRICING

A. Nissan Vehicles.

At any time prior to shipment (or delivery to a carrier for
transportation to Dealer) of any Nissan Vehicle, Seller may, without prior
notice and without incurring any liability to Dealer or anyone else, including
any customer of Dealer, change at any time and from time to time the price,
discount, allowance or other terms of sale of any Nissan Vehicle offered for
sale by Seller. Except with respect to the establishment of initial prices for
a new model year vehicle or for any new model or body type, Seller will notify
Dealer by mailgram or other acceptable means of any such change in price as
soon as reasonably practicable, and Dealer may, by notice to Seller within ten
(10) days after such notification, cancel any offer to purchase Nissan Vehicles
affected by such change, provided that Seller has not notified Dealer of its
acceptance of Dealer's offer on or prior to the date such notification by
Dealer is received by Seller.

B. Genuine Nissan Parts and Accessories.

Seller may, without prior notice and without incurring any liability
to Dealer or anyone else, including any customer of Dealer, change at any time
and from time to time the price, discount, allowance or other terms of sale of
any Genuine Nissan Part or Accessory offered for sale by Seller, and any such
change in price, discount, allowance or other terms of sale shall apply to all
such Genuine Nissan Parts and Accessories whether or not an order has been
submitted by Dealer, but not to Genuine Nissan Parts and Accessories for which
Seller has accepted and processed Dealer's order prior to the effective date of
such change. Seller will notify Dealer of any such change in price as soon as
is reasonably practicable. Dealer may, by notice to Seller, cancel any order
for Genuine Nissan Parts and Accessories affected by such change which was
placed before such notification was given, provided that such Genuine Nissan
Parts and Accessories have not been shipped to Dealer or delivered to a carrier
for transportation to Dealer on or prior to the date such notification by
Dealer is received by Seller.

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SECTION 9. PAYMENT

A. Payment for Vehicles.

Payment by Dealer for Nissan Vehicles must be made in accordance with
the applicable prices, charges, discounts, allowances and other terms of sale
established by Seller either: (i) in accordance with wholesale financing
arrangements that at the time of delivery to Dealer or to a carrier for
transportation to Dealer of such Nissan Vehicles, whichever shall first occur,
are in effect between Seller, Dealer and a financing institution; or (ii) prior
to delivery to Dealer or to a carrier for transportation to Dealer, whichever
shall first occur, by cash or such other medium of payment as Seller may agree
to accept.

B. Payment for Parts and Accessories.

Parts, equipment, accessories and other products and services will
normally be billed by Seller to Dealer on Seller's invoices, which shall be due
the tenth (10th) of the month following the month of shipment of such products
and services; provided, however, Seller reserves the right to place any and all
sales of such items on a C.O.D. or cash in advance basis, without notice;
provided further, however, that Seller will endeavor to provide Dealer with
prior notice if in Seller's sole judgment such notice would be practicable.

C. Accounts Payable.

1. Right of Set Off.

In addition to any right of set off provided by law, all sums
due Dealer shall be considered net of indebtedness of Dealer to Seller, and
Seller may deduct any amounts due or to become due from Dealer to Seller or any
amounts held by Seller from any sums or accounts due from Seller to Dealer.

2. Liquidated Damages.

(i) Liquidated Damages for Delinquent Payments.

In the event that Dealer fails to pay Seller in full
any amounts owed by Dealer to Seller when due, Dealer shall pay Seller
a delinquency charge of one percent (1%) per month of such amount or
amounts to compensate Seller for its costs of carrying and collection;
provided, however, that Seller agrees that it will not assess any
delinquency charge on an overdue account which has a total outstanding
balance of less than $1,000.00, unless such account is more than
ninety (90) days overdue. Dealer and Seller agree that such charge is
to be assessed not as a penalty, but as liquidated damages under
California Civil Code Section 1671(b) based on Seller's reasonable
estimate of the losses which will be suffered by Seller as a result of
such delinquent payment or payments. The imposition of such
delinquency charges shall not imply or constitute any agreement to
forbear collection of a delinquent account.

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(ii) Liquidated Damages for Improper Payments to
Dealer.

Seller may, from time to time, conduct audits or
reviews of Dealer's books and records pursuant to Section 6.I of this
Agreement. If any such audit or review results in a determination by
Seller that Dealer was or is not entitled to received payment from
Seller, Seller may debit Dealer's account in such amounts as Seller
shall determine were improperly paid to Dealer. Such a determination
may be based on Dealer's failure to comply with applicable rules or
procedures or on Dealer's submission of false or inaccurate
information to Seller. In addition, Seller may assess and, if it
does, Dealer will pay a delinquency charge of one percent (1%) per
month of such amount or amounts improperly paid by Seller to Dealer to
compensate Seller for its costs of auditing, loss of funds and
collection. Dealer and Seller agree that such charge is to be
assessed not as a penalty, but as liquidated damages under California
Civil Code Section 1671(b) based on Seller's reasonable estimate of
the losses which will be suffered by Seller as a result of such
improper payment or payments. The imposition of such delinquency
charges shall not imply or constitute any agreement to forbear
collection of a delinquent account.

D. Collection of Taxes by Dealer.

Dealer hereby represents and warrants that all Nissan Products
purchased from Seller are purchased for resale in the ordinary course of
Dealer's business. Dealer further represents and warrants that Dealer has
obtained all licenses and complied with all other requirements to collect sales
use and or other taxes incurred in any such resale transaction, and that Dealer
will furnish evidence thereof to Seller, at Seller's request. If Dealer
purchases any Nissan Products other than for resale, or puts any Nissan
Products to a taxable use, Dealer shall pay directly to the appropriate taxing
authority any sales, use or similar taxes incurred as a result of such use or
purchase, to file any tax returns required in connection therewith and to hold
Seller harmless from any claims or demands with respect thereto.

SECTION 10. WARRANTIES

The only warranties that shall be applicable to Nissan Products (or
any components thereof) shall be such written warranty or warranties as may be
furnished by Seller and as stated in the Warranty Manual or Seller's Parts and
Accessories Policy and Procedures Manual, as the same may be revised from time
to time. Except for its express limited liability under such written
warranties, neither Manufacturer nor Seller assumes, or authorizes any other
person or party including, without limitation, Dealer, to assume on their
behalf any other obligation or liability in connection with any Nissan Product
(or component thereof). Any obligations or liabilities assumed by Dealer which
are in addition to Seller's written warranties shall be solely the
responsibility of Dealer. Dealer shall expressly incorporate in full and
without modification any warranty furnished by Seller with a Nissan Vehicle as
a conspicuous part of each order form or other contract for the sale of such
Nissan Vehicle by Dealer to any buyer. Dealer shall make available to the
buyer of each Nissan Product prior to the purchase of such Nissan Product,
copies of such applicable warranties as may be furnished by Seller. Dealer
shall also provide to the buyer of each Nissan Product, in full and without
modification, any owner's manual, warranty booklet or other owner information
which Seller

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may provide to Dealer for delivery with such Nissan Product. Dealer agrees to
abide by and implement in all other respects Seller's warranty procedures then
in effect.

SECTION 11. INDEMNIFICATION

A. Indemnification of Dealer.

Subject to Section 11.C, and upon Dealer's written request, Seller
shall:

1. Defend Dealer against any and all claims that during
the term of this Agreement may arise, commence or be asserted against Dealer in
any action concerning or alleging:

(a) Bodily injury or property damage arising out
of an occurrence caused solely by a manufacturing defect or alleged
manufacturing defect in a Nissan Product supplied by Seller, except for any
manufacturing defect in tires, provided that the defect could not have
reasonably been discovered by Dealer during the pre-delivery inspection of the
product required by Section 5.B.1 of this Agreement;

(b) Bodily injury or property damage arising out
of an occurrence caused solely by a defect or alleged defect in the design of a
Nissan Product supplied by Seller, except for a defect or alleged defect in the
design of tires; and

(c) Any substantial damage occurring to a new
Nissan Product and repaired by Seller from the time the product left the
manufacturer's assembly plant to the time it was delivered to Dealer's
designated location or to a carrier for transportation to Dealer, whichever
occurred first, provided Seller failed to notify Dealer of such damage and
repair prior to delivery of the product to the first retail customer; and

(d) Breach of Seller's warranty of a Nissan
Product which is not, in whole or part, the result of Dealer's sales, service
or repair practices or conduct; and

2. Indemnify and hold Dealer harmless from any and all
settlements made which are approved by Seller and final judgments rendered with
respect to any claims described in Section 11.A.1; provided, however, that
Seller shall have no obligation to indemnify or hold Dealer harmless unless
Dealer: (i) promptly notifies Seller of the assertion of such claim and the
commencement of such action against Dealer; (ii) cooperates fully in the
defense of such action in such manner and to such extent as Seller may
reasonably require; (iii) consents to the employment of attorneys selected by
Seller and agrees to waive any conflict of interest then existent or which may
later arise, thereby enabling Seller's selected attorneys to represent Seller
and/or the manufacturer of a Nissan Product throughout the defense of the
claim; and (iv) withdraws any actions (including cross-claims) filed against
Seller or the manufacturer of a Nissan Product arising out of the circumstances
for which Dealer seeks indemnity. Dealer shall pay all costs of its own
defense incurred prior to Seller's assumption of Dealer's defense and
thereafter to the extent the Dealer employs attorneys in addition to those
selected by Seller.

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3. Seller may offset any recovery on Dealer's behalf
against any indemnification that may be required under this Section 11
including, without limitation, attorneys' fees paid by Seller pursuant to this
Section 11.A and the amount of any settlement or judgment paid by Seller.

B. Indemnification of Seller.

Subject to Section 11.C and upon Seller's written request,
Dealer shall:

1. Defend Seller against any and all claims that during
the term of this Agreement may arise, commence or be asserted against Seller in
any action concerning or alleging:

(a) Dealer's failure to comply, in whole or in
part, with any obligation of Dealer under this Agreement;

(b) Any negligence, error, omission or act of
Dealer in connection with the preparation, repair or service (including
warranty service, goodwill adjustments, and campaign inspections and
corrections) by Dealer of Nissan Products;

(c) Any modification or alteration made by or on
behalf of Dealer to a Nissan Product, except those made pursuant to the express
written instruction or with the express written approval of Seller;

(d) Dealer's breach of any agreement between
Dealer and Dealer's customer or other third party;

(e) Misleading, libelous or tortious statements,
misrepresentations or deceptive or unfair practices by Dealer, directly or
indirectly, to Seller, a customer or other third party including, without
limitation, Dealer's failure to comply with Section 6.B of this Agreement;

(f) Dealer's breach of any contract or warranty
other than a contract with or warranty of Seller or the manufacturer of a
Nissan Product; or

(g) Any change in the employment status or in the
terms of employment of any officer, employee or agent of Dealer or of any
Principal Owner, Other Owner or Executive Manager including but not limited to,
claims for breach of employment contract, wrongful termination or discharge,
tortious interference with contract or economic advantage, and similar claims;
and

2. Indemnify and hold Seller harmless from any and all
settlements made and final judgments rendered with respect to any claims
described in Section 11.B.1; provided, however, that Dealer shall have no
obligation to indemnify or hold Seller harmless unless Seller: (i) promptly
notifies Dealer of the assertion of such claim and the commencement of such
action against Seller; (ii) cooperates fully in the defense of such action in
such manner and to such extent as Dealer may reasonably require; (iii) consents
to the employment of attorneys selected by Dealer and agrees to waive any
conflict of interest then existent or which may later arise, thereby enabling
Dealer's

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selected attorneys to represent Dealer throughout the defense of the claim; and
(iv) withdraws any actions (including cross-claims) filed against Dealer
arising out of the circumstances for which Seller seeks indemnity. Seller
shall pay all costs of its own defense incurred prior to Dealer's assumption of
Seller's defense and thereafter to the extent that Seller employs attorneys in
addition to those selected by Dealer.

C. Conditions and Exceptions to Indemnification.

1. If the allegations asserted in any action or if any
facts established during or with respect to any action would require Seller to
defend and indemnify Dealer under Section 11.A and Dealer to defend and
indemnify Seller under Section 11.B, Seller and Dealer shall each be
responsible for its own defense in such an action and there shall be no
obligation or responsibility in connection with any defense, judgment,
settlement or expenses of such action as between Seller and Dealer.

2. In undertaking its obligations to defend and/or
indemnify each other, Dealer and Seller may make their defense and/or
indemnification conditional on the continued existence of the state of facts as
then known to such party and may provide for the withdrawal of such defense
and/or indemnification at such time as facts arise which, if known at the time
of the original request for a defense and/or indemnification, would have caused
either Dealer or Seller to refuse such request. In the event that subsequent
developments in a case make clear that the allegations which initially
justified acceptance of a request for a defense and/or indemnification are no
longer at issue therein or that the claims no longer meet the description of
those for which indemnification is required hereunder, any party providing a
defense and/or indemnification hereunder may terminate such defense and/or
indemnification of the other party. The party withdrawing from its defense
and/or indemnification to defend and/or indemnify shall give notice of its
withdrawal to the indemnifying party. Moreover, the withdrawing party shall be
responsible for all costs and expenses of defense up to the date of the other
party's receipt of the notice of withdrawal.

SECTION 12. TERMINATION

A. Termination Due to Certain Acts or Events.

The following represent events which are within the control of
or originate from actions taken by Dealer or its management or owners and which
are so contrary to the intent and purpose of this Agreement that they warrant
its termination:

1. Any actual or attempted sale, transfer, assignment or
delegation, whether by operation of law or otherwise, by Dealer of an interest
in or right, privilege or obligation under this Agreement, or of the principal
assets necessary for the performance of Dealer's responsibilities under this
Agreement, without, in either case, the prior written consent of Seller have
been obtained, which consent shall not be unreasonably withheld;

2. Subject to the provision of Section 14 hereof, a
change, by operation of law or otherwise, in the direct or indirect ownership
of Dealer, whether voluntary or involuntary, from

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that set forth in the Final Article of this Agreement, except as expressly
permitted herein, without the prior written consent of Seller having been
obtained, which consent shall not be unreasonably withheld;

3. Removal, resignation, withdrawal or elimination from
Dealer for any reason of the Executive Manager of Dealer; provided, however,
Seller shall give Dealer a reasonable period of time within which to replace
such person with an Executive Manger satisfactory to Dealer and Seller in
accordance with Article Fourth of this Agreement; or the failure of Dealer to
retain an Executive Manager who, in accordance with Article Fourth of this
Agreement, in Seller's reasonable opinion, is competent, possesses the
requisite qualifications for the position, and who will act in a manner
consistent with the continued best interests of both Seller and Dealer;

4. The failure of Dealer to maintain the Dealership
Facilities open for business or to conduct all the Dealership Operations
required by this Agreement during and for not less than the hours customary and
lawful in Dealer's Primary Market Area or in the metropolitan area in which
Dealer is located for seven (7) consecutive days, unless such failure is caused
by fire, flood, earthquake or other act of God;

5. Any undertaking by Dealer to conduct, directly or
indirectly, any of the Dealership Operations at a location or facility other
than that which is specified in the current Dealership Facilities Addendum for
that Dealership Operation;

6. The failure of Dealer to establish or maintain
wholesale financing arrangements which are in accordance with Seller's Guides
and which are reasonably acceptable to Seller with banks or other financial
institutions approved by Seller for use in connection with Dealer's purchase of
Nissan Vehicles, unless Seller shall have agreed to accept another medium of
payment;

7. Insolvency of Dealer; voluntary institution by Dealer
of any proceeding under the federal bankruptcy laws or under any state
insolvency law; institution against Dealer of any proceeding under the federal
bankruptcy laws or under any state insolvency law which is not vacated within
thirty (30) days from the institution thereof; appointment of a receiver,
trustee or other officer having similar powers for Dealer or Dealer's business,
provided such appointment is not vacated within thirty (30) days of the date of
such appointment; execution by Dealer of an assignment for the benefit of
creditors; or any levy under attachment, foreclosure, execution or similar
process whereby a third party acquires rights to a significant portion of the
assets of Dealer necessary for the performance of Dealer's responsibilities
under this Agreement or to the operation or ownership of Dealer, which is not
within thirty (30) days from the date of such levy vacated or removed by
payment or bonding;

8. Any material misrepresentation by Dealer or any
person named in the Final Article of this Agreement as to any fact relied on by
Seller in entering into, amending or continuing with this Agreement including,
without limitation, any representation concerning the ownership, management or
capitalization of Dealer;

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9. The conviction in a court of original jurisdiction of
Dealer or of any Principal Owner or Executive Manager of a crime affecting the
Dealership Operations or of any felony; provided, however, that a convicted
Executive Manager's ownership interest in Dealer shall not be an event
warranting termination of this Agreement if the individual is no longer
employed by Dealer or involved in any way in the management or operation of
Dealer and Dealer has made reasonable efforts to obtain the individual's
divestiture of his ownership interest in Dealer; or any willful failure of
Dealer to comply with the provisions of any laws, ordinances, rules,
regulations, or orders relating to the conduct of its Dealership Operations
including, without limitation, the sale and servicing of Nissan Products.

10. Knowing submission by Dealer to Seller of: (i) a
false or fraudulent report or statement; (ii) a false or fraudulent claim (or
statement in support thereof), for payment, reimbursement or for any discount,
allowance, refund, rebate, credit or other incentive under any plan that may be
offered by Seller, whether or not Dealer offers or makes restitution; (iii)
false financial information; (iv) false sales reporting data; or (v) any false
report or statement relating to pre-delivery inspection, testing, warranties,
service, repair or maintenance required to be performed by Dealer.

Upon the occurrence of any of the foregoing events, Seller may
terminate this Agreement by giving Dealer notice thereof, such termination to
be effective upon the date specified in such notice, or such later date as may
be required by any applicable statute.

B. Termination by Seller for Non-Performance by Dealer.

1. If, based upon the evaluations thereof made by
Seller, Dealer shall fail to substantially fulfill its responsibilities with
respect to:

a. Sales of new Nissan Vehicles and the other
responsibilities of Dealer set forth in Section 3 of this Agreement;

b. Maintenance of the Dealership Facilities and
the Dealership Location set forth in Section 2 of this Agreement;

c. Service of Nissan Vehicles and sale and
service of Genuine Nissan Parts and Accessories and the other responsibilities
of Dealer set forth in Section 5 of this Agreement;

d. The other responsibilities assumed by Dealer
in this Agreement including, without limitation, Dealer's failure to:

(i) Timely submit accurate sales,
service and financial information concerning its Dealership
Operations, ownership or management and related supporting data, as
required under this Agreement or as may be reasonably requested by
Seller;

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(ii) Permit Seller to make an examination
or audit of Dealer's accounts and records concerning its Dealership
Operations after receipt of notice from Seller requesting such
permission or information;

(iii) Pay Seller for any Nissan Products
or any other products or services purchased by Dealer from Seller, in
accordance with the terms and conditions of sale; or

(iv) Maintain net worth and working
capital substantially in accordance with Seller's Guides therefor; or

2. In the event that any of the following occur:

(i) any dispute, disagreement or controversy between or
among Dealer and any third party or between or among the owners or
management personnel of Dealer relating to the management or
ownership of Dealer develops or exists which, in the reasonable
opinion of Seller, tends to adversely affect the conduct of the
Dealership Operations or the interests of Dealer or Seller; or

(ii) any other act or activity of Dealer, or any of its
owners or management occurs, which substantially impairs the
reputation or financial standing of Dealer or of any of its management
subsequent to the execution of this Agreement:

Seller will notify Dealer of such failure and will review with
Dealer the nature and extent of such failure and the reasons which, in Seller's
or Dealer's opinion, account for such failure.

Thereafter, Seller will provide Dealer with a reasonable
opportunity to correct the failure. If Dealer fails to make substantial
progress towards remedying such failure before the expiration of such period,
Seller may terminate this Agreement by giving Dealer notice of termination,
such termination to be effective at least ninety (90) days after such notice is
given.

During such period Dealer will commence such actions as may be
necessary so that the termination obligations of Seller and Dealer set forth in
this Agreement may be fulfilled as promptly as practicable.

C. Termination Because of Death of Physical or Mental Incapacity
of Principal Owner.

This Agreement is a personal services agreement and has been entered
into by Seller in reliance on Dealer's being owned by the Principal Owner(s).
Seller (subject to Section 14 hereof) may terminate this Agreement by giving
notice to Dealer upon the death of any of the Principal Owners(s) or if Seller
in good faith determines that any Principal Owner is so physically or mentally
incapacitated as to be unable to discharge his or her responsibility to the
operating management of Dealer. Unless deferred as hereinafter provided, the
effective date of such termination shall be not less than ninety (90) days from
the date such notice is given to Dealer.

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To facilitate the orderly termination of the business relationship
between Seller and Dealer and of the Dealership Operations, Seller may, in its
sole discretion, defer the effective date of such termination and continue to
operate with Dealer under the terms of this Agreement for a period of time, to
be determined by Seller, of up to one (1) year from the date such notice of
termination is given if within sixty (60) days from the date of said notice,
the executor or representative of the deceased or incapacitated Principal Owner
or a surviving Principal Owner shall give to Seller written request for such
deferment. This Agreement shall automatically terminate without further notice
or action by Seller upon the expiration of any such deferment.

D. Termination for Failure of Seller or Dealer to be Licensed.

If Seller or Dealer shall fail to secure or maintain any license,
permit or authorization required by either of them for their performance of any
obligation under or in connection with this Agreement, or if such license,
permit or authorization is suspended or revoked, irrespective of the cause, and
such suspension or revocation continues for a period of seven (7) days, either
party may immediately terminate this Agreement by giving notice to the other
party.

E. Termination by Dealer.

Dealer has the right to terminate this Agreement at any time by giving
notice to Seller, such termination to be effective thirty (30) days after the
giving of such notice (unless the thirty (30) day notice period is waived in
writing by Seller) or on such other date as may be mutually agreed to in
writing by Seller and Dealer.

F. Termination by Seller Because of a Change of Seller's Method
of Distribution or Decision by Seller to Cease Distribution of Nissan Vehicles.

If Seller should elect to be required to discontinue its present
method of distributing Nissan Vehicles, or if Seller should elect or be
required to cease selling or distributing Nissan Vehicles, Seller may terminate
this Agreement by giving Dealer notice and such termination will be effective
not less than one (1) year after such notice is given.

G. Termination Upon Entering Into a New Sales and Service
Agreement.

Seller may terminate this Agreement at any time by giving Dealer at
least ninety (90) days prior notice thereof and offering to enter into a new or
amended form of Agreement with Dealer in a form being offered generally to
Authorized Nissan Dealers.

Unless otherwise agreed in writing, the rights and obligations of
Dealer that may otherwise become applicable upon termination or expiration of
the term of this Agreement shall not be applicable if Seller and Dealer enter
into a new or superseding Dealer Sales and Service Agreement, and the rights
and obligations of the parties hereunder shall continue under the terms and
provisions of the new agreement.

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Dealer's performance under any prior agreement may be considered by
Seller in evaluating Dealer's performance under this, or any succeeding,
agreement.

SECTION 13. RIGHTS AND LIABILITIES UPON TERMINATION

A. Termination Procedures.

1. Upon termination of this Agreement by either Seller
or Dealer for any reason, Dealer shall cease to be an Authorized Nissan Dealer,
and Dealer shall: (i) immediately discontinue the distribution and sale of
Nissan Products as an Authorized Nissan Dealer; and (ii) at its own expense (a)
erase or obliterate all Nissan marks and any word or words indicating that
Dealer is an Authorized Nissan Dealer from the stationery, forms and other
papers used by Dealer or any business associated or affiliated with Dealer; (b)
discontinue all advertising of Dealer as an Authorized Nissan Dealer; (c) take
all steps necessary to remove any listing in any telephone directory yellow
pages advertisement indicating that Dealer is an Authorized Nissan Dealer; (d)
discontinue any use of any Nissan Mark in Dealer's firm or trade name and take
all steps necessary or appropriate in the opinion of Seller to change such firm
or trade name to eliminate any Nissan Mark therefrom; (e) discontinue or cause
to be discontinued all other use of the Nissan Marks; (f) refrain from doing
anything, whether or not specified above, that would indicate that Dealer is or
was an Authorized Nissan Dealer; and (g) refrain from using, either directly or
indirectly, any Nissan marks or any other confusingly similar marks, names,
logos or designs in a manner likely to cause confusion or mistake or to deceive
the public. If Dealer fails to comply with any requirement of this Section
13.A.1, Dealer shall reimburse Seller for all costs and expenses, including
reasonable attorney's fees, incurred by Seller in effecting or enforcing
compliance;

2. Termination of this Agreement will not release Dealer
or Seller from the obligation to pay any amounts owing the other;

3. Subject to Section 13.E, Seller shall process all
claims and make all payments due for all labor provided and all parts and/or
other materials used by Dealer pursuant to Sections 5.B.2 and 5.B.3 prior to
the effective date of termination as provided in the Warranty Manual. Dealer
shall cease, as of the effective date of termination, to be eligible to receive
reimbursement for any work thereafter performed or parts thereafter supplied
under any warranty, campaign inspections or corrections and any other
adjustment previously authorized by Seller.

4. Dealer shall, upon Seller's request, deliver to
Seller or its designee copies of Dealer's records with respect to pre-delivery,
warranty, goodwill campaign and other service work of Dealer.

B. Repurchases by Seller upon Termination.

Upon termination other than pursuant to a sale or transfer, Seller
shall buy from Dealer and Dealer shall sell to Seller, within ninety (90) days
after the effective date of termination:

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1. All new, unused, undamaged, unlicensed, then current
and immediate previous model year Nissan Vehicles which were purchased by
Dealer from Seller and are then the unencumbered property of and in the
possession of Dealer or Dealer's flooring and/or financing institution. The
price for such vehicles shall be the invoice price previously paid by Dealer
therefor, less Seller's destination charges, all allowances paid or applicable
allowances offered thereon by Seller, any amount paid by Seller to Dealer for
pre-delivery inspection and service with respect to such vehicles pursuant to
Section 5.B, any dealer association collection, and any other charge for taxes
or special items or service. Seller shall also repurchase Genuine Nissan
Accessories which have been installed in such Nissan Vehicles which accessories
are listed in the current parts and accessories price list (except those items
marked "not eligible") at the prices set forth on Seller's then current parts
and accessories price list.

2. Subject to Section 13.C, all new, unused, undamaged
and resalable Genuine Nissan Parts and Accessories which are still in the
original and undamaged packages, were purchased from Seller, are listed in the
current parts and accessories price list (except those items marked "not
eligible"), and are then the unencumbered property of and in the possession of
Dealer. The prices for such Genuine Nissan Parts and Accessories shall be the
prices set forth in Seller's then current parts and accessories price list.

3. Subject to Section 13.C, all special tools and
equipment owned by Dealer and which are unencumbered and in the possession of
Dealer on the effective date of termination which were designed especially for
servicing Nissan Vehicles, are of the type recommended in writing by Seller and
designated as "essential" tools in accordance with Seller's Guides or other
notices pertaining thereto from Seller, are in usable and good condition,
except for reasonable wear and tear, and were purchased by Dealer from Seller
within the three (3) year period preceding the date of termination. Seller's
purchase price for such essential tools shall be calculated at Dealer's
purchase price reduced by straight-line depreciation on the basis of a useful
life of thirty-six (36) months.

Dealer's and Seller's obligations with respect to the signs
located at the Dealership Facilities shall be determined in accordance with the
Dealership Identification Addendum between Seller and Dealer.

C. Dealer's Responsibilities with Respect to Repurchase.

Seller's obligation to repurchase Genuine Nissan Vehicles, Genuine
Nissan Parts and Accessories, and essential tools from Dealer is conditioned on
Dealer's fulfilling its responsibilities under this Section 13.C as follows:

1. Immediately following the effective date of
termination of this Agreement, Dealer shall furnish to Seller a list of vehicle
identification numbers and such other information and documents as Seller may
require pertaining to the Nissan Vehicles subject to the repurchase obligations
of Section 13.B.1. Dealer shall deliver all such vehicles in accordance with
Seller's instructions.

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2. Within thirty (30) days after the effective date of
termination of this Agreement, Dealer shall deliver or mail to seller a
detailed inventory of all of the items referred to in Sections 13.B.2 and
13.B.3. Within thirty (30) days of its receipt of such inventory, Seller shall
provide Dealer with instructions as to the procedures to be followed in
returning such items to Seller. Dealer shall, at its expense, tag, pack and
deliver all such items to Seller at Seller's designated parts distribution
center in accordance with such instructions.

Should Dealer fail to comply with the responsibilities listed
above, Seller shall have no obligation to repurchase any such items from
Dealer; provided, however, that Seller shall have the right, but no obligation,
to enter into the Dealership Facilities for the purpose of compiling an
inventory, tagging, packing and shipping such items to Seller's designated
parts distribution center. If Seller undertakes any such responsibilities of
Dealer, the repurchase prices of such items shall be fifteen percent (15%) less
than the repurchase prices otherwise applicable under Section 13.B.

D. Title to Repurchased Property.

With respect to any items of property repurchased by Seller pursuant
to this Section 13, Dealer shall take such action and shall execute and deliver
such instruments as may be necessary: (i) to convey good and marketable title
to all such items of property; (ii) to comply with the requirements of any
applicable law relating to bulk sales and transfers; and (iii) to satisfy and
discharge any liens or encumbrances on such items of property prior to delivery
thereof to Seller.

E. Payment.

Seller shall make all payments to Dealer pursuant to this Section 13
within ninety (90) days after Seller's receipt of all items to be repurchased
by it and provided Dealer has fulfilled all of its obligations under this
Section 13; provided, however, that Seller shall be entitled to offset against
such payments any and all indebtedness or other obligations of Dealer to
Seller. Seller may make any payment for any property repurchased pursuant to
this Section 13 directly to anyone having a security or ownership interest
therein.

F. Cancellation of Deliveries.

Upon termination of this Agreement Seller shall have the right to
cancel all shipments of Nissan Products scheduled for delivery to Dealer.
After the effective date of termination, if Seller shall voluntarily ship any
Nissan Products to Dealer, or otherwise transact business with Dealer, all such
transactions will be governed by the same terms provided in this Agreement,
insofar as those terms would have been applicable had the Agreement not been
terminated. Nevertheless, neither the shipping of such Nissan Products nor any
other acts by Seller shall be construed as a waiver of the termination or a
renewal or extension of this Agreement.

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SECTION 14. ESTABLISHMENT OF SUCCESSOR DEALER

A. Because of Death of Principal Owner.

If Seller shall terminate this Agreement pursuant to Section 12.C
because of the death of a Principal Owner, the following provisions shall
apply:

1. Subject to the other provisions of this Section 14,
Seller shall offer a two (2) year Term Sales and Service Agreement to a
successor dealership ("Successor Dealership") comprised of the person nominated
by such deceased Principal Owner as his or her successor, together with the
other Principal Owner(s) and Other Owner(s), provided that:

(a) The nomination was submitted to Seller on a
Successor Addendum, was consented to by the remaining Principal Owner(s) and
Other Owners(s), and was approved by Seller prior to the death of such
Principal Owner;

(b) Either (i) there has been no change in the
Executive Manager of Seller; or (ii) Seller has approved a candidate for
Executive Manager having the required qualifications, expertise, integrity,
experience and ability to successfully operate the dealership and perform
Dealer's obligations under this Agreement; and

(c) The Successor Dealers has capital and
facilities substantially in accordance with Seller's Guides therefor at the
time the Term Sales and Service Agreement is offered.

2. If the deceased Principal Owner has not nominated a
successor in accordance with Section 14.A.1(a) above, but all of the beneficial
interest of the deceased Principal Owner has passed by will or the laws of
intestate succession directly to the deceased Principal Owner's spouse and/or
children or to one (1) or more other Principal Owners who each held not less
than a twenty-five percent (25%) beneficial ownership interest in the
dealership prior to the death of the deceased Principal Owner (collectively
"proposed New Owners"), subject to the other provisions of this Section 14,
Seller shall offer a two (2) year Term Sales and Service Agreement to a
Successor Dealership composed of the Proposed New Owner(s), together with the
other Principal Owner(s) and Other Owner(s), provided that:

(a) Either (i) there has been no change in the
Executive Manager of Dealer, or (ii) Seller has approved a candidate for
Executive Manager having the required qualifications, expertise, integrity,
experience and ability to successfully operate the dealership and perform
Dealer's obligations under this Agreement; and

(b) The Successor Dealership has capital and
facilities substantially in accordance with Seller's Guides therefor at the
time the Term Sales and Service Agreement is offered.

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B. Consideration of Successor Addendum.

To be named in the Successor Addendum, a proposed Principal Owner or
Executive Manger must (i) be employed by Dealer or a comparable automotive
dealership as his principal place of employment; (ii) be already qualified as a
Principal Owner or Executive Manager, as the case may be; and (iii) otherwise
be acceptable to Seller as provided below.

Upon receipt of a request from Dealer that one or more individuals be
named in a Successor Addendum, Seller shall request those named to submit an
application and to provide all personal and financial information that Seller
may reasonably and customarily require in connection with the review of such
applications. Seller, upon the submission of all requested information, will
determine whether to consent to a Successor Addendum naming such individuals by
applying its criteria for considering the qualifications of Principal Owners or
Executive Mangers, as the case may be.

C. Termination of Successor Addendum.

Dealer may, at any time, withdraw a nomination of a Successor even if
Seller previously has qualified the candidate, or cancel an executed Successor
Addendum by giving notice to Seller of such withdrawal at any time prior to the
death or incapacity of any Principal Owner named in this Agreement. Seller may
cancel an executed Successor Addendum only if the proposed Principal Owner or
Executive Manager no longer complies with the requirements of this Section 14.

D. Evaluation of Successor Dealership.

During the term of the Term Sales and Service Agreement, Seller will
evaluate the performance of the Successor Dealership and periodically review
with the new Dealer this evaluation. If the Successor Dealership's performance
is deemed to be satisfactory to Seller during the Term Sales and Service
Agreement, Seller will give first consideration to such Successor Dealership
with respect to a new Sales and Service Agreement.

E. Termination of Market Representation.

Notwithstanding anything stated or implied to the contrary in this
Section 14, Seller shall not be obligated to offer a Term Sales and Service
Agreement to any Successor Dealership if Seller notified Dealer prior to the
event causing the termination of this Agreement that Seller's market
representation plans do not provide for continuation of representation in
Dealer's Primary Market Area.

F. Termination of Offer.

If the person or persons comprising a proposed Successor Dealership to
which any offer of a Term Sales and Service Agreement for Nissan Products shall
have been made pursuant to this Section 14 do not accept same within thirty
(30) days after notification to them of such offer, such offer shall
automatically expire.

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SECTION 15. SALE OF ASSETS OF OWNERSHIP INTERESTS IN DEALER.

A. Sale or Transfer.

Article Third of this Agreement provides that neither this Agreement
nor any right or interest herein may be assigned without the prior written
consent of Seller. However, during the term of this Agreement, Dealer may
negotiate for the sale of the assets of Dealer, or the owners of Dealer may
negotiate the sale of their ownership interests in Dealer, upon such terms as
may be agreed upon by them and the prospective purchaser. With respect to any
sale or transfer which requires Seller's prior written consent under Article
Third of this Agreement, Dealer shall notify Seller prior to any closing of the
transaction called for by the purchase and sale agreement, and the prospective
purchaser shall apply to Seller for a Sales and Service Agreement.

B. Seller's Evaluation.

Seller is responsible for establishing and maintaining an effective
body of Authorized Nissan Dealers to promote the sale and servicing of Nissan
Products. Accordingly, Seller has the right and obligation to evaluate each
prospective dealer, its owner(s) and executive manager, the dealership location
and the dealership facilities to ensure that each of the foregoing is adequate
to enable Dealer to meet its responsibilities hereunder. Seller will evaluate
each prospective purchaser's qualifications and proposal for the conduct of the
Dealership Operations by applying the standards set forth or referred to in
this Agreement. In determining whether it shall consent to such a sale or
transfer, Seller will take into account factors such as the personal, business
and financial qualifications, expertise, reputation, integrity, experience and
ability of the proposed Principal Owners(s) and Executive Manager as referred
to in Articles Third and Fourth of this Agreement, the capitalization and
financial structure of the prospective dealer, the prospective purchaser's
proposal for conducting the Dealership Operations, and Seller's interest in
promoting and preserving competition.

In evaluating the prospective purchaser's application for a Sales and
Service Agreement, Seller may, without liability to Dealer, Dealer's Owners or
the prospective purchaser, consult with the prospective purchaser regarding any
matter relating to the proposed dealership.

Seller shall notify Dealer of Seller's consent or refusal to consent
to Dealer's proposed sale or transfer within sixty (60) days after Seller has
received from Dealer (i) Dealer's written request for Seller's approval; and
(ii) all applications and information customarily or reasonably requested by
Seller to evaluate such a proposal including without limitation, information
concerning each proposed owner's and/or the replacement dealer's identity,
character, business affiliations, business experience, financial qualifications
and proposals for conducting the Dealership Operations. Any material change in
such a proposal including, without limitation, any change in the financial
terms or in the proposed ownership or management of any proposed replacement
dealer, shall be treated as a new proposal for purposes of this Section 15.B.
If Seller does not consent to Dealer's proposed sale or transfer, Seller will
specify in its notice to Dealer the reasons for its refusal to consent.

If Seller determines that the proposed dealership would not, at the
commencement of its operations, have capital or facilities in accordance with
Seller's Guides therefor and otherwise

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satisfactory to Seller, or if Seller reasonably determines that the proposed
dealership might not meet Seller's performance standards in sales or service,
Seller may, in its sole discretion and in lieu of refusing to consent to the
proposed sale or transfer, agree to enter into a Term Sales and Service
Agreement with the prospective purchaser. If Seller has recommended, pursuant
to a market study conducted in accordance with Section 4.A., that Dealer
relocate its Dealership Facilities, Seller may offer to the proposed dealer a
Term Sales & Service Agreement subject to the condition that its Dealership
Facilities shall be relocated within a reasonable time to a location and in
facilities acceptable to Seller and in accordance with the market study
recommendations.

Notwithstanding anything stated or implied to the contrary in this
Section 15, Seller shall not be obligated to enter into a Sales and Service
Agreement with any purchaser of the assets or ownership interests of Dealer if
Seller has notified Dealer prior to its having received notice of the proposed
sale or transfer that Seller's market representation plans do not provide for
continuation of representation in Dealer's Primary Market Area.

C. Effect of Termination.

This Agreement shall end on the effective date of termination and,
except as otherwise set forth in Section 13, all rights, obligations, duties
and responsibilities of Dealer and Seller under this Agreement shall cease as
of the effective date of termination. No assignment, transfer or sale of
Dealer's right or interest in this Agreement shall have the effect of granting
the assignee, transferee or buyer any right or interest in this Agreement that
is greater than or in addition to that then held by Dealer. Any such
assignment, transfer or sale shall be subject to the terms of any written
notice of deficiency under Section 12.B or any written notice of termination
under Sections 12.A, 12.B, 12.C, 12.D, 12.E or 12.F that was previously
received by Dealer, including but not limited to Dealer's obligation to correct
any failure before the expiration date of any period established in any such
notice of deficiency. No such assignment, transfer or sale shall correct any
such deficiency or extent the effective date of termination specified in any
written notice of termination.

SECTION 16. POLICY REVIEW BOARD

A. Establishment of Policy Review Board.

In the interest of maintaining harmonious relations between Seller and
Dealer and to provide for the resolution of certain protests, controversies and
claims with respect to or arising out of Section 4, Section 12 or Section 13 of
this Agreement, Seller has established the Nissan Motor Corporation in U.S.A.
Policy Review Board ("Policy Review Board"). The procedures of the Policy
Review Board, as they may be revised by Seller from time to time, are
incorporated herein by reference. At the time of execution of this Agreement,
Seller will have furnished to Dealer a copy of each revision or modification
that Seller may thereafter make to such procedures. Any decision of the Policy
Review Board shall represent the independent decision of Seller and shall be
binding on Seller but not on Dealer.

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B. Appeal of Dealer Appointment to Policy Review Board.

Any objections by Dealer to the proposed appointment of an additional
Nissan dealer within the ten (10) mile driving distance described in Section
4.B shall be appealed to the Policy Review Board by filing a Notice of Appeal
in accordance with the procedures established therefor within thirty (30) days
from the date of Dealer's receipt of the Notice of Appointment.

C. Appeal of Termination to Policy Review Board.

Any protests, controversies or claims by Dealer (whether for damages,
stay of action, or otherwise) with respect to any termination of this Agreement
or the settlement of the accounts of Dealer with Seller after termination of
this Agreement has become effective shall be appealed to the Policy Review
Board by filing an appeal in accordance with the procedures established
therefor within thirty (30) days after Dealer's receipt of notice of
termination or, as to settlement of accounts after termination, within one (1)
year after the termination has become effective.

D. Effect of Other Proceedings.

Because the purpose of the Policy Review Board is to assist in
resolving issued between Seller and Dealer in a non-adversarial setting and to
avoid litigation, if Dealer institutes or seeks any relief or remedy through
legal, administrative or other proceedings as to any matter that is or could be
the subject of an appeal to the Policy Review Board, then the Policy Review
Board may, in its sole discretion, elect to refuse to consider any appeal to
the Policy Review Board then pending or thereafter filed by Dealer relating to
such subject matter.

Dealer further agrees that Dealer's seeking such relief or remedy
shall constitute a waiver of any right to an appeal to the Policy Review Board
with respect to such subject matter and Seller and the Policy Review Board
shall be forever released from any obligation they might otherwise have had to
conduct any proceedings, render any decision or take any other action in
connection with such subject matter.

SECTION 17. GENERAL

A. Notices.

All notices or notifications required or permitted to be given by this
Agreement to either party shall be sufficient only if given in writing and
delivered personally or by mail to Dealer at the address set forth on the
Dealership Facilities Addendum to this Agreement and to Seller at its national
headquarters, or at such other address as the party to be addressed may have
previously designated by written notice to the other party. Unless otherwise
specified in the notice, such notices shall be effective upon receipt.

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B. No Implied Waivers.

The waiver by either party, or the delay or failure by either party to
claim a breach, of any provision of this Agreement shall not affect the right
to require full performance thereafter, nor shall it constitute a waiver of any
subsequent breach, or affect in any way the effectiveness of such provision.

C. No Agency.

Dealer is an independently operated business entity in which Seller
has no ownership interest. This Agreement does not constitute Dealer the agent
or legal representative of Seller or Manufacturer for any purpose whatsoever.
Dealer is not granted any express or implied right or authority to assume or
create any obligation on behalf of or in the name of Seller or Manufacturer or
to bind Seller or Manufacturer in any manner or thing whatsoever.

D. Limitations of Seller's Liability.

This Agreement contemplates that all investments by or in Dealer shall
be made, and Dealer shall purchase and resell Nissan Products, in conformity
with the provisions hereof, but otherwise in the discretion of Dealer. Except
as herein specified, nothing herein contained shall impose any liability on
Seller in connection with the business of Dealer or otherwise or for any
expenditures made or incurred by Dealer in preparation for performance or in
performance of Dealer's responsibilities under this Agreement.

E. Entire Agreement.

This agreement contains the entire understanding of the parties hereto
with respect to the subject matter contained herein and may be amended only by
a written instrument executed by each of the parties or their respective
personal representatives, successors and/or assigns. This Agreement supersedes
any and all prior agreements with respect to the subject matter hereof, and
there are no restrictions, promises, warranties, covenants or undertakings
between the parties other than those expressly set forth in this Agreement;
provided, however, Seller shall have the right to amend, modify or change this
Agreement in case of legislation, government regulations or changes in
circumstances beyond the control of Seller that might affect materially the
relationship between Seller and Dealer as further provided in Section 17.G.

F. California Law.

This Agreement shall be deemed to have been entered into in the State
of California, and all questions concerning the validity, interpretation or
performance of any of its terms or provisions, or of any rights or obligations
of the parties hereof, shall be governed by and resolved in accordance with the
internal laws of the State of California including, without limitation, the
statute of limitations.

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G. Changes Required by Law.

Should Seller determine that any federal or state legislation or
regulation or any condition referred to in Section 17.E requires a change or
changes in any of the provisions of this Agreement, Seller may offer to Dealer
an amendment or an amended Agreement embodying such change or changes. If
Dealer shall fail to execute such amendment or amended Agreement and return it
to Seller within thirty (30) days after it is offered Dealer, Seller may
terminate this Agreement by giving notice to Dealer, such termination to become
effective upon receipt by Dealer of such notice.

H. Severability.

If any term or provision of this Agreement, or the application thereof
to any person or circumstance, shall to any extent be found to be invalid, void
or unenforceable, the remaining provisions and any application thereof shall
nevertheless continue in full force and effect without being impaired or
invalidated in any way.

I. Assignment.

Dealer shall not transfer or assign any right or transfer or delegate
any obligation of Dealer under this Agreement without the prior written
approval of Seller. Any purported transfer, assignment or delegation made
without the prior written approval of Seller shall be null and void.

J. No Franchise Fee.

Dealer represents and warrants that it has paid no fee, nor has it
provided any goods or services in lieu of a fee, as consideration for Seller's
entering into this Agreement and that the sole consideration for Seller's
entering into this Agreement was Dealer's Principal Owners' and Executive
Manager's abilities, integrity, assurances of personal services and expressed
intention to deal fairly and equitably with Seller and the public and any other
promises recited in this Agreement.

K. Captions.

The captions of the sections of this Agreement are for convenience and
reference only and shall in no way be construed to explain, modify, amplify, or
aid in the interpretation, construction or meaning of the provisions of this
Agreement or to be a part of this Agreement.

L. Benefit.

This Agreement is entered into by and between Seller and Dealer for
their sole and mutual benefit. Neither this Agreement nor any specific
provision contained in it is intended or shall be construed to be for the
benefit of any third party.

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