<PAGE>
 
                                                                    EXHIBIT 10.6
 
                              ISUZU DEALER SALES
                                        
                                      AND
                                        
                               SERVICE AGREEMENT
                                        


AGREEMENT effective the 1st day of May 1997,
                       ----        --- ----

                                by and between

                          AMERICAN ISUZU MOTORS INC.,

          a California Corporation (hereinafter called "Distributor")

                                      and

                             FAA Serramonte, Inc.
                       ------------------------------- 
[an individual] [partnership formed in the State of ___________________________]

[corporation incorporated in the State of California 
                                         --------------------------------------]
[doing business as Serramonte Isuzu
                   ------------------------------------------------------------]
whose business location is 1500 Collins Avenue, Colma, CA 94014
                           -----------------------------------------------------
(hereinafter called "Dealer").


                                    PURPOSE
                                        

The purpose of this Agreement is to set forth the basic rights, duties and
procedures that apply to the relationship and business transactions between
Distributor and Dealer, and to provide for the sale and servicing of Isuzu
Products in a manner that will best serve the interests of Distributor, Dealer,
and owners and purchasers of Isuzu Products. This Agreement sets forth the
rights which Dealer will enjoy as an Authorized Isuzu Dealer; the
responsibilities which Dealer assumes in consideration of these rights; and the
respective rights and obligations of Distributor and Dealer to each other. The
parties recognize that the success of Distributor and Dealer depends upon mutual
understanding and cooperation between Distributor and Dealer and how well they
each fulfill their respective responsibilities.

Distributor's basic responsibility is to promote and market Isuzu Products in
the United States and to endeavor to establish a sales network of dealers that
can provide effective sales and service efforts at the retail level. Dealer's
basic responsibility is to actively and effectively promote the retail sale of
Isuzu Products and to provide courteous and efficient service of lsuzu Products.
Distributor and Dealer will endeavor to fulfill their respective
responsibilities through aggressive, sound, ethical selling practices and
through conscientious regard for customer service.

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

NOW THEREFORE, in consideration of the foregoing and the promises and agreements
herein contained, it is hereby mutually agreed between the parties hereto as
follows:
<PAGE>
 
                       SECTION 1. APPOINTMENT OF DEALER
                                        
Subject to the conditions and provisions set forth in this Agreement,
Distributor hereby:

(1)  appoints Dealer as an Authorized Isuzu Dealer;

(2)  grants Dealer the non-exclusive right to buy Isuzu Cars, Isuzu Trucks and
     Isuzu Parts and Accessories from Distributor for resale at or from Dealer's
     Dealership Location; and

(3)  grants Dealer a non-exclusive right, subject to and in accordance with the
     provisions of this Agreement, to identify itself as an Isuzu Dealer and to
     use and to display, in the conduct of its dealership operations, the
     various trademarks, trade names, service marks and other word and design
     marks that Distributor uses or will use in connection with the promotion or
     sale of or are or will be applied to Isuzu Products.


                        SECTION 2. ACCEPTANCE BY DEALER
                                        
Dealer hereby accepts said appointment and grants and acknowledges that:


(1)  Except as otherwise provided by applicable laws, Distributor shall have the
     absolute right to appoint other persons to conduct dealership operations in
     connection with Isuzu Products and to contract with such persons in
     connection therewith;

(2)  Except as expressly provided in this Agreement or with the prior written
     consent of Distributor (which consent shall not be unreasonably withheld),
     neither said appointment, said grants nor this Agreement may be
     transferred, assigned or sold to any third party, whether separately or in
     connection with any sale of the assets of or ownership interests in Dealer,
     by Dealer or its management or owners;

(3)  No fee or other monetary consideration has been paid by Dealer to
     Distributor for said appointment or grants or as consideration for
     Distributor's entering into this Agreement and no property right or
     interest, direct or indirect, is sold, conveyed or transferred to Dealer by
     this Agreement.


               SECTION 3. ASSUMPTION OF RESPONSIBILITY BY DEALER
                                        
In consideration of said appointment and grants and subject to the conditions
and provisions of this Agreement, Dealer agrees to:

(1)  establish and maintain at Dealer's Dealership Location the Dealership
     Facilities described in this Agreement in the manner set forth in this
     Agreement;

(2)  actively and effectively promote the sale at retail (and, if Dealer elects,
     the leasing and rental) of Isuzu Products at and from Dealer's Dealership
     Location in accordance with the provisions of this Agreement;

(3)  conduct quality service for Isuzu Vehicles in accordance with the
     provisions of this Agreement;

(4)  perform all additional responsibilities specified in this Agreement; and 

(5)  secure and maintain all licenses required for the conduct of an Isuzu
     dealership at and from Dealer's Dealership Location and to furnish
     Distributor with written notice of securing such licenses. This Agreement
     will not be valid until and unless Dealer shall have furnished Distributor
     with written notice specifying the date and the identifying number, if any,
     of each such license secured by Dealer. Dealer shall notify Distributor
     immediately in writing if Dealer shall fail to secure any such license or
     if any such license shall expire and Dealer shall fail to obtain a renewal
     thereof or if any such license is suspended or revoked, specifying the
     effective date of any such expiration, suspension or revocation.

Page 2
<PAGE>
 
                      SECTION 4. OWNERSHIP AND MANAGEMENT
                                        

(a)  This Agreement has been entered into by Distributor in reliance upon:

     (I)  DEALER'S REPRESENTATION AND AGREEMENT THAT THE FOLLOWING NAMED PERSONS
          ARE ALL OF THE PERSONS WHO HAVE AN OWNERSHIP INTEREST IN DEALER:


                                                            Percentage Interest.


1.   (Name)    First America Automotive, Inc.
     -------------------------------------------------
                                                                      100   (%)
                                                            --------------------
     (Residence Address) 100 The Embarcadero, Penthouse, San Francisco, CA 94105
     ---------------------------------------------------------------------------

2.   (Name)
     -------------------------------------------------

                                                                            (%)
                                                            --------------------
     (Residence Address)
     -------------------------------------------------

3.   (Name)
     -------------------------------------------------

                                                                            (%)
                                                            --------------------
     (Residence Address)
     -------------------------------------------------

4.   (Name)
     -------------------------------------------------

                                                                            (%)
                                                            --------------------
     (Residence Address)
     -------------------------------------------------

5.   (Name)
     -------------------------------------------------

                                                                            (%)
                                                            --------------------
     
     (Residence Address)
     -------------------------------------------------

6.   (Name)
     -------------------------------------------------

                                                                            (%)
                                                            --------------------
     (Residence Address)
     -------------------------------------------------

     (II) DEALER'S REPRESENTATION AND AGREEMENT THAT THE FOLLOWING NAMED PERSON,
          AND ONLY THE FOLLOWING NAMED PERSON SHALL BE DEALER'S EXECUTIVE
          MANAGER AND SHALL HAVE FULL AUTHORITY AND RESPONSIBILITY FOR THE
          OPERATING MANAGEMENT OF DEALER IN PERFORMANCE PURSUANT TO THIS
          AGREEMENT:


(Name)          Al Babbington                           Title Executive Manager
------------------------------------------------------  ------------------------

(Residence Address)
--------------------------------------------------------------------------------

(b)  This Agreement has been entered into by Distributor in reliance upon, and
     in consideration of, the personal qualifications and representations with
     respect thereto of the above-named persons. In view of the personal nature
     of this Agreement and its objectives and purposes, this Agreement and the
     rights and privileges conferred on Dealer hereunder are not assignable,
     transferable or saleable by Dealer. Dealer agrees that any change in the
     ownership or operating management of Dealer specified herein requires the
     prior written consent of Distributor. Dealer shall give Distributor prior
     notice of any proposed change in said ownership or management and immediate
     notice of the death or incapacity of any Owner or Executive Manager. No
     such change, and no assignment of this Agreement or of any right or
     interest herein, shall be effective against Distributor unless and until
     embodied in an appropriate amendment to or assignment of this Agreement, as
     the case may be, duly executed and delivered by Distributor and by Dealer.
     Distributor shall not unreasonably withhold its consent to any such change.
     
                                                                          Page 3
<PAGE>
 
                             SECTION 5. PROVISIONS
                                        
The "ISUZU DEALER SALES AND SERVICE AGREEMENT ADDITIONAL PROVISIONS" are hereby
incorporated herein and made a part of this Agreement with the same force and
effect as if set forth at length herein and the term "this Agreement" as used
herein, includes said "ISUZU DEALER SALES AND SERVICE AGREEMENT ADDITIONAL
PROVISIONS". Dealer agrees to be bound by and comply with the provisions of the
Service Policies and Procedures Manual, the Parts Policies and Procedures Manual
and all other manuals heretofore or hereafter issued by Distributor to Dealer
and all amendments, revisions and supplements thereto, and all bulletins and
instructions heretofore or hereafter issued by Distributor to Dealer.

                          SECTION 6. ENTIRE AGREEMENT
                                        
Unless expressly referred to, and incorporated herein, this Agreement cancels,
supersedes and annuls all prior agreements, contracts and understandings between
Distributor and Dealer, and there are no representations, promises, agreements
or understandings except as described herein, all negotiations, representations
and understandings being merged herein.

              SECTION 7. WAIVER OR MODIFICATION OF THIS AGREEMENT
                                        
(a)  The failure of either party at any time to require performance by the other
     party of any provisions hereof shall in no way affect the full right to
     require such performance at any time thereafter. Nor shall the waiver by
     either party of a breach of any provision hereof constitute a waiver of any
     succeeding breach of the same or any other such provisions nor constitute
     a waiver of the provision itself.

(b)  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
     Distributor unless approved in writing by the President or the Senior Vice
     President and General Manager of Distributor.

                                SECTION 8. TERM
                                        
This Agreement shall have a term commencing on the effective date hereof and
shall continue in effect until terminated in accordance with the provisions of
this Agreement.

                           SECTION 9. APPLICABLE LAW
                                        
This Agreement shall be deemed to have been made in and shall be governed by and
construed in accordance with the laws of the State of California; provided,
however:

(a)  Unless Dealer's Dealership Location is situated in California, Dealer shall
     have none of the rights or duties provided for in the California Statutes
     regulating the relationship between motor vehicle manufacturers,
     distributors and dealers, but shall have the rights and duties provided in
     the like laws, if any, of the state in which Dealer's Dealership Location
     is situated; and

(b)  If performance by either Distributor or Dealer of any provision of this
     Agreement contravenes a law of any state or jurisdiction where such
     performance is to take place, the performance of such provision shall be in
     accordance with the requirements of such law to the extent, and only to the
     extent, that such performance contravenes such law and only to the extent
     and while such law is deemed or held to be valid and applicable to such
     performance.

                      SECTION 10. EXECUTION OF AGREEMENT
                                        
This Agreement, and any addendum or amendment, or notice with respect thereto,
shall be valid and binding on Distributor only when it bears the signature of
either the President or the Senior Vice President and General Manager of
Distributor. This Agreement shall bind Dealer only when signed by a duly
authorized officer of Dealer if a corporation; by one or more of the general
partners of Dealer if a partnership; or by Dealer if an individual.

IN WITNESS WHEREOF, the parties have executed this Agreement in triplicate as of
the day and year first above written at Whittier, California.
                                        ---------   

DEALER                                    DISTRIBUTOR

FAA Serramonte, Inc.
dba Serramonte Isuzu                      AMERICAN ISUZU MOTORS INC.
---------------------------------

By /s/                                    By     /s/ J.T. Maloney
  -------------------------------                ------------------------------
                                                 J.T. Maloney
Title  President                          Title  Sr. V.P. and General Manager,
     ----------------------------                ------------------------------
                                                 Light Vehicles
Page 4
<PAGE>
 
                                                                       EXHIBIT A
                                                                                

                                        
                                        
                                    DEALER
                                        
                               SALES AND SERVICE

                                   AGREEMENT
                                        

                                        

                                     ISUZU

                          AMERICAN ISUZU MOTORS INC.
<PAGE>
 
        (ATTACH ISUZU DEALER SALES AND SERVICE AGREEMENT TO THIS PAGE)
<PAGE>
 
                              ISUZU DEALER SALES
                                      AND
                               SERVICE AGREEMENT
                                        
                             ADDITIONAL PROVISIONS
                                        
                               TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                  <C>
I.    DEFINITIONS........................................................   1
II.   SALES TO DEALER....................................................   3
      A.  DEALER'S ORDERS................................................   3
      B.  SHIPMENT AND RISK OF LOSS......................................   3
      C.  PASSAGE OF TITLE...............................................   3
      D.  FREIGHT........................................................   3
      E   DIVERSIONS.....................................................   3
      F.  CHANGES IN AND DISCONTINUANCE OF ISUZU PRODUCTS................   4
      G.  PRICING AND OTHER TERMS OF SALE................................   4
      H.  PAYMENT........................................................   4
          1.  PAYMENT FOR VEHICLES.......................................   4
          2.  PAYMENT FOR PARTS, ACCESSORIES AND
              OTHER PRODUCTS.............................................   4
          3.  TAXES......................................................   5
      I.  WARRANTIES.....................................................   5
      J.  FAILURE OR DELAY IN FILLING ORDERS.............................   5
      K.  ALTERATION OF ISUZU PRODUCTS...................................   5
III.  DEALERSHIP OPERATIONS..............................................   6
      A.  DEALERSHIP LOCATION AND FACILITIES.............................   6
          1.  DEALERSHIP FACILITIES......................................   6
          2.  CHANGES IN DEALERSHIP LOCATION OR FACILITIES...............   6
          3.  HOURS OF BUSINESS..........................................   6
          4.  IDENTIFICATION OF DEALERSHIP FACILITIES....................   6
          5.  EVALUATION OF DEALER'S PERFORMANCE WITH
              RESPECT TO DEALERSHIP FACILITIES...........................   6
      B.  VEHICLE SALES OPERATIONS.......................................   6
          1.  RESPONSIBILITY OF DEALER...................................   6
          2.  SALES PERSONNEL............................................   7
          3.  INVENTORY..................................................   7
          4   MODIFICATION OF ISUZU VEHICLES.............................   7
          5.  EVALUATION OF DEALER'S SALES PERFORMANCE...................   7
          6.  EVALUATION OF SALES OF ISUZU TRUCKS........................   7
      C.  USED VEHICLE SALES OPERATIONS..................................   6
      D.  RENTAL AND LEASING OPERATIONS..................................   8
      E.  PARTS AND ACCESSORIES SALES OPERATIONS.........................   8
          1   RESPONSIBILITY OF DEALER...................................   8
          2.  SALES PERSONNEL............................................   8
          3.  INVENTORY..................................................   9
          4.  REPRESENTATIONS CONCERNING PARTS AND ACCESSORIES...........   9
          5.  EVALUATION OF DEALER'S PARTS AND ACCESSORIES
              SALES PERFORMANCE..........................................   9
      F.  SERVICE OPERATIONS ............................................   9
          1.  GENERAL SERVICE RESPONSIBILITIES OF DEALER.................   9
          2.  SPECIFIC SERVICE OBLIGATIONS OF DEALER.....................   9
              (A) NEW VEHICLE PRE-DELIVERY INSPECTIONS
                  AND ADJUSTMENTS........................................   9
              (B) COMPLIMENTARY MAINTENANCE SERVICE......................  10
              (C) WARRANTY REPAIRS.......................................  10
              (D) CAMPAIGN INSPECTIONS AND CORRECTIONS...................  10
              (E) DISPOSITION OF REPLACED PARTS..........................  10
              (F) MAINTENANCE AND REPAIR SERVICE.........................  11
              (G) PAYMENTS BY DISTRIBUTOR TO DEALER......................  11
          3.  OTHER SERVICE RESPONSIBILITIES OF DEALER...................  11
              (A) COMPLIANCE WITH LAWS REGULATING
                  VEHICLES AND OTHER PRODUCTS............................  11
              (B) SERVICE PERSONNEL......................................  11
              (C) SERVICE EQUIPMENT AND SPECIAL AND
                  ESSENTIAL TOOLS........................................  11
          4.  EVALUATIONS OF DEALER'S SERVICE PERFORMANCE................  11
      G   ADVERTISING, PROMOTIONAL AND PUBLIC RELATIONS OPERATIONS.......  12
          1   ADVERTISING STANDARDS......................................  12
          2   DEALER'S ADVERTISING PROGRAMS..............................  12
          3   PARTICIPATION IN DISTRIBUTOR'S ADVERTISING
              PROGRAMS...................................................  12
          4   CUSTOMER RELATIONS.........................................  12
              (A) INFORMING CUSTOMERS AS TO DETAILS
                  OF CHARGES.............................................  12
              (B) RIGHT OF RETAIL PURCHASER TO BUY
                  VEHICLE WITHOUT PURCHASING OPTIONAL
                  EQUIPMENT OR ACCESSORIES...............................  12
              (C) INFORMING RETAIL PURCHASERS AS TO OPTIONAL
                  EQUIPMENT OR ACCESSORIES INSTALLED BY DEALER...........  12
      H.  CAPITAL........................................................  13
      I   ACCOUNTING SYSTEM..............................................  13
      J.  RECORDS AND REPORTS............................................  13
          1.  FINANCIAL STATEMENTS.......................................  13
          2.  OWNERSHIP AND MANAGEMENT RECORDS...........................  13
          3   SALES AND SERVICE RECORDS AND REPORTS......................  13
          4.  RECORDS CONCERNING APPLICATIONS AND CLAIMS FOR PAYMENTS....  14
      K.  INSPECTION OF ACCOUNTS AND RECORDS.............................  14
      L.  TRADEMARKS AND SERVICE MARKS...................................  14
IV.   INDEMNIFICATION....................................................  15
      A.  INDEMNIFICATION OF DISTRIBUTOR.................................  15
      B.  INDEMNIFICATION OF DEALER......................................  15
      C.  EXCEPTION TO INDEMNIFICATION...................................  15
V.    TERMINATION........................................................  17
      A   TERMINATION OF AGREEMENT.......................................  17
          1.  VOLUNTARY TERMINATION BY DEALER............................  17
          2.  TERMINATION DUE TO ACTS OR EVENTS CONTROLLED
              BY DEALER, ITS OWNER(S) OR MANAGER(S)......................  17
          3.  TERMINATION BY DISTRIBUTOR FOR FAILURE OF
              PERFORMANCE BY DEALER......................................  18
          4.  TERMINATION BECAUSE OF DEATH OR INCAPACITY
              OF OWNER AND/OR EXECUTIVE MANAGER..........................  19
          5.  TERMINATION FOR FAILURE OF DEALER OR
              DISTRIBUTOR TO BE LICENSED.................................  19
          6.  TERMINATION BY MUTUAL AGREEMENT............................  20
          7.  RIGHT TO RELY ON ANY APPLICABLE TERMINATION
              PROVISION..................................................  20
      B.  TRANSACTIONS AFTER TERMINATION.................................  20
          1.  EFFECT OF TERMINATION ON ORDERS  ..........................  20
          2.  EFFECT OF TRANSACTIONS AFTER TERMINATION...................  20
          3.  PURCHASES OF ELIGIBLE ITEMS................................  20
          4.  RESPONSIBILITIES OF DEALER.................................  21
          5.  PAYMENT BY DISTRIBUTOR.....................................  21
VI.   SUCCEEDING AND NEW AND SUPERSEDING SALES AND
      SERVICE AGREEMENTS.................................................  23
      A.  SUCCEEDING AGREEMENTS..........................................  23
      B.  NEW AND SUPERSEDING DEALER AGREEMENTS..........................  23
      C.  EFFECT OF NEW OR SUPERSEDING AGREEMENT ON
          RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT..........  23
VII.  ESTABLISHMENT OF SUCCESSOR DEALER..................................  25
      A   BECAUSE OF DEATH OF OWNER......................................  25
      B   BECAUSE OF DEATH OR INCAPACITY OF EXECUTIVE MANAGER............  25
      C.  EVALUATION OF SUCCESSOR DEALER.................................  26
      D   TERMINATION OF MARKET REPRESENTATION...........................  26
      E   TERMINATION OF OFFER...........................................  26
VIII. GENERAL PROVISIONS.................................................  27
      A   DEALER NOT MADE AGENT OR LEGAL REPRESENTATIVE..................  27
      B   DEALER'S RESPONSIBILITY FOR ITS OPERATIONS.
          EXPENDITURES. LIABILITIES AND OBLIGATIONS......................  27
      C.  NOTICES........................................................  27
      D.  OFFSETS AND SET OFFS...........................................  27
      E.  CHANGES REQUIRED BY LAW........................................  27
</TABLE>
<PAGE>
 
                              ISUZU DEALER SALES
                                      AND
                               SERVICE AGREEMENT
                                        
                             ADDITIONAL PROVISIONS
                                        

The following Additional Provisions have by reference been incorporated in and
made a part of the ISUZU DEALER SALES AND SERVICE AGREEMENT which they accompany
and which has been executed on behalf of Distributor and Dealer.


                            ARTICLE I. DEFINITIONS


As used in this Agreement, the following terms shall have the following
meanings:

A.   "Authorized Isuzu Dealers" shall mean dealers located in the United States
     that are authorized by Distributor to conduct dealership operations in
     connection with the sale of Isuzu Products.

B.   "Isuzu Cars" shall mean such new passenger cars manufactured by or on
     behalf of Manufacturer as are from time to time offered for sale by
     Distributor to Dealer for resale.

C.   "Isuzu Trucks" shall mean such new light duty trucks and chassis
     manufactured by or on behalf of Manufacturer as are from time to time
     offered for sale by Distributor to Dealer for resale.

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

E.   "Isuzu Parts and Accessories" shall mean such parts and accessories
     manufactured by or on behalf of Manufacturer or Distributor as are from
     time to time offered for sale by Distributor to Dealer.

F.   "Isuzu Products" shall mean Isuzu Vehicles and Isuzu Parts and Accessories.

G.   "Competitive Cars" shall mean those new cars which are designated by
     Distributor as directly competitive with Isuzu Cars.

H.   "Import Industry Cars" shall mean all new cars manufactured other than
     within the United States which are imported into the United States for
     sale, to the extent data relating to registration thereof are reasonably
     available.

I.   "Industry Cars" shall mean all new cars of all manufacturers which are sold
     and distributed within 

                                      -1-
<PAGE>
 
     the United States, to the extent data relating to registration thereof are
     reasonably available.

J.   "Competitive Trucks" shall mean those new light duty trucks which are
     designated by Distributor as directly competitive with Isuzu Trucks.

K.   "Import Industry Trucks" shall mean all new light duty trucks manufactured
     other than within the United States which are imported into the United
     States for sale, to the extent data relating to registration thereof are
     reasonably available.

L.   "Industry Trucks" shall mean light duty trucks of all manufacturers which
     are sold and distributed within the United States, to the extent data
     relating to registration thereof are reasonably available.

M.   "Dealership Location" shall mean the business location of Dealer described
     in the initial paragraph of this Agreement.

N.   "Dealership Facilities" shall mean the land areas at the Dealership
     Location and the buildings and improvements erected thereon.

0.   "Dealer's Market" shall mean the geographical area within which potential
     purchasers and owners of Isuzu Products which Dealer can most readily serve
     are located. Such area, or portions thereof, may at any time be a part of
     the Market of other Authorized Isuzu Dealers as well as Dealer.

P.   "Owner(s)" shall mean the person(s) named as Owner(s) in Section 4 of this
     Agreement.

Q.   "Executive Manager" shall mean the person named as Executive Manager in
     Section 4 of this Agreement.

R.   "Successor Addendum" shall mean the Successor Addendum, if any, executed by
     Distributor and Dealer pursuant to the provisions of Article VII of this
     Agreement.

S.   "Dealership Standards" shall mean such reasonable standards as may be
     established by Distributor for Authorized Isuzu Dealers from time to time
     under its standard procedures with respect to such matters as dealership
     facilities, tools, equipment, capitalization, inventories and personnel.

T.   "Service Policies and Procedures Manual" shall mean the publication or
     publications of Distributor, as the same may from time to time be amended,
     revised or supplemented, which set forth Distributor's policies and
     procedures concerning and administration of Distributor's warranties and
     related matters.

U.   "Manufacturer" shall mean ISUZU MOTORS LIMITED.

                                      -2-
<PAGE>
 
                          ARTICLE II. SALES TO DEALER


A.   DEALER'S ORDERS

At such times as Distributor may from time to time designate, Dealer shall
submit to Distributor orders for Isuzu Products in such quantities and varieties
as may be reasonably necessary for Dealer to fulfill its obligations under this
Agreement. All orders shall be on forms supplied by Distributor, shall be
subject to acceptance by Distributor, and may be accepted in whole or in part.
Orders may be accepted by written notice to Dealer or by actual delivery of the
products ordered to Dealer or to a carrier for transportation to Dealer. Except
as otherwise provided in this Agreement, orders shall not be cancellable by
Dealer after acceptance by Distributor. Distributor will process and fill
Dealer's orders in accordance with procedures relating thereto established by
Distributor.

Because of the number of factors that affect the distribution of products and
the relevancy thereof at any given time, Distributor necessarily reserves to
itself discretion in applying such factors and in processing orders for Isuzu
Products it receives from Dealer. The judgment and decisions of Distributor
shall be, final in all matters relating to the distribution and delivery of
Isuzu Products to Dealer.

B.   SHIPMENT AND RISK OF LOSS

Distributor will ship Isuzu Products by whatever mode of transportation, by
whatever route, and from whatever point Distributor may select. Distributor
will, if requested by Dealer in such manner and within such time as Distributor
shall from time to time specify, prosecute claims for loss of or damage to Isuzu
Products during transportation from said point of shipment against the
responsible carrier for and on behalf of Dealer.

C.   PASSAGE OF TITLE

Title to Isuzu Products shall pass from Distributor to Dealer, or, if
applicable, 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. Distributor shall retain a security interest in, and the right to
repossess, any such product until paid in full therefor.

D.   FREIGHT

In addition to the prices and charges otherwise provided for herein, Dealer will
pay Distributor in connection with Isuzu Vehicles delivered to Dealer the
applicable destination charges that are in effect at the time of shipment.
Dealer shall pay such transportation charges for Isuzu Parts and Accessories as
may be in effect at the time of shipment.

E.   DIVERSIONS

Dealer shall pay all charges accruing after delivery of Isuzu Products to Dealer
or to carrier for transportation to Dealer, including, but not limited to,
charges for demurrage and storage. If diversions of shipments are made upon
Dealer's request or because of Dealer's failure or refusal to accept delivery
thereof, Dealer shall be responsible for and pay any additional costs or
expenses thereby incurred.

                                      -3-
<PAGE>
 
F.   CHANGES IN AND DISCONTINUANCE OF ISUZU PRODUCTS

Distributor shall have the right in its sole discretion to discontinue the
supply, or make changes in the design or component materials, of any Isuzu
Product at any time. Distributor shall be under no liability to Dealer on
account of any such changes and shall not be required to make any changes to
Isuzu Products previously purchased by Dealer.

G.   PRICING AND OTHER TERMS OF SALE

All sales of Isuzu Products shall be in accordance with the prices and other
applicable terms of sale in effect on the date said products are shipped by
Distributor to Dealer. Distributor may, without incurring any liability to
Dealer or to anyone else, at any time and from time to time change the prices,
charges, discounts, allowances and other terms of sale applicable to any Isuzu
Product. Except as otherwise provided in notices thereof sent to Dealer by
Distributor, any such change shall apply to all orders accepted but not shipped
by Distributor on the effective date of such change.

Except with respect to the pricing of any new model or body type of Isuzu
Vehicle at the introduction thereof, Distributor shall give written notice to
Dealer of any change increasing the price of any Isuzu Product to which such
change is applicable before shipping the same. Dealer may cancel or modify
orders for any such Isuzu Product by giving notice thereof to Distributor within
ten (10) days after receipt by Dealer of Distributor's notice of such change.
All unshipped orders for Isuzu Products not so cancelled or modified shall
remain in effect for shipment in accordance with said change.

H. PAYMENT

   1.  PAYMENT FOR VEHICLES

Dealer shall at all times during the term of this Agreement have flooring
arrangements (wholesale financing) satisfactory to Distributor with financial
institutions acceptable to Distributor. Payment by Dealer for Isuzu Vehicles
must be made in accordance with the applicable prices, charges, discounts,
allowances and other terms of sale established by Distributor either (i)
pursuant to wholesale financing arrangements in effect between Distributor,
Dealer and a financial institution at the time of delivery of said vehicles to
Dealer or to a carrier for transportation to Dealer, whichever shall first
occur, or (ii) by cash or such other medium of payment as Distributor may agree
to accept paid by Dealer to Distributor prior to delivery of said vehicles to
Dealer or to a carrier for transportation to Dealer, whichever shall first
occur.

   2.  PAYMENT FOR PARTS, ACCESSORIES AND OTHER PRODUCTS

Parts, equipment, accessories and other products and services sold by
Distributor to Dealer will normally be billed by Distributor to Dealer on
Distributor's invoices, which shall be due the tenth (10th) day of the month
following the month of delivery of such products and services; provided.
however, Distributor reserves the right to place any and all sales of such items
on a C.O.D. or cash in advance basis, without notice. A late payment charge will
be assessed on any obligation not paid when due at a rate equal to 1 1/2% per
month; provided, however, that such late payment charge shall not be assessed at
a rate which exceeds the maximum permitted by applicable law. Dealer shall,
promptly upon Distributor's demand, execute such security 

                                      -4-
<PAGE>
 
agreements, chattel mortgages, commercial code financing statements and other
instruments acknowledging and giving notice of Distributor's security interest
in Isuzu Products purchased by Dealer from Distributor for which Dealer is
indebted to Distributor.

   3.  TAXES

Dealer hereby represents and warrants that all Isuzu Products purchased from
Distributor 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 or other
taxes incurred in any such resale transaction, and that Dealer will furnish
evidence thereof to Distributor, at Distributor's request. Dealer agrees, as to
any Isuzu Products put to a taxable use by Dealer or in fact purchased by Dealer
other than for resale, to 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 Distributor
harmless from any claims or demands with respect thereto.

I.   WARRANTIES

The only warranties of Manufacturer or Distributor that shall be applicable to
Isuzu Products (or any component thereof) shall be such written warranties as
may be made and furnished by Distributor. Except for the express liability under
such written warranties, neither Manufacturer nor Distributor assumes or
authorizes any other person to assume for it any obligations or liabilities in
connection with any Isuzu Product. Dealer shall comply with Distributor's
instructions and with all applicable laws with respect to pre-sale availability
and delivery of statements of warranties to its customers and prospective
customers.

J.   FAILURE OR DELAY IN FILLING ORDERS

Distributor shall not be liable for any failure or delay in delivery or shipment
of orders for any Isuzu Products where such failure or delay is due, in whole or
in part, to non-receipt of said products from the Manufacturer or other supplier
thereof or to shortage or curtailment of labor, material, transportation, or
utility services, strikes, labor disputes or other labor difficulties in
connection with the operations of Distributor, Manufacturer or any other person,
acts or regulations of any government or to any cause or causes beyond the
control of Distributor.

K.   ALTERATION OF ISUZU PRODUCTS

Unless directed in writing by Distributor or required to do so to comply with an
applicable law or rule, regulation or order of a governmental body, Dealer shall
not alter any Isuzu Product or change or substitute any of its components.
Dealer shall promptly notify Distributor in writing of any such alterations made
by Dealer.
A.

                                      -5-
<PAGE>
 
                      ARTICLE III. DEALERSHIP OPERATIONS


A.  DEALERSHIP LOCATION AND FACILITIES

    1.  DEALERSHIP FACILITIES

Dealer shall provide, at the Dealership Location, Dealership Facilities that
will enable Dealer to effectively perform its responsibilities under this
Agreement The Dealership Facilities shall be satisfactory as to appearance and
layout, properly equipped and substantially in accordance with the applicable
Dealership Standards.

    2.  CHANGE IN DEALERSHIP LOCATION OR FACILITIES

Dealer shall not move, relocate, modify or change the Dealership Location or any
of the Dealership Facilities, nor shall Dealer or any Owner or Manager directly
or indirectly establish or operate any other locations or facilities for the
sale or servicing of Isuzu Products or for the conduct of any other of the
dealership operations contemplated by this Agreement without the prior written
consent of Distributor.

    3.  HOURS OF BUSINESS

In order to serve the needs of potential purchasers and the service requirements
of owners and users of Isuzu Products, Dealer shall keep its Dealership
Facilities open and operating for business during such days and hours as
automobile dealers' sales, parts and service facilities are customarily open in
the community wherein the Dealership Location is situated.

    4.  IDENTIFICATION OF DEALERSHIP FACILITIES

Insofar as permitted by local laws and regulations, Dealer shall display at its
Dealership Location, in such number and at such locations as Distributor may
reasonably require, signs which are compatible with the design standards
established by Distributor from time to time. Dealer shall maintain all such
signs in good condition at all times.

    5.  EVALUATION OF DEALER'S PERFORMANCE WITH RESPECT TO DEALERSHIP FACILITIES

Distributor shall periodically evaluate Dealer's performance of its
responsibilities with respect to Dealership Facilities and shall discuss its
evaluation with Dealer. Dealer shall promptly take such action as may be
required to correct any deficiencies in its performance of these
responsibilities.

B.  VEHICLE SALES OPERATIONS

    1.  RESPONSIBILITY OF DEALER

Dealer shall actively and effectively promote the sale at retail (and, if Dealer
elects, the leasing and rental) of Isuzu Vehicles to potential customers located
in Dealer's Market. However, nothing contained in this Agreement shall limit or
be construed to limit the geographical area within which or the persons to whom
Dealer may sell or promote the sale of Isuzu Vehicles.

                                      -6-
<PAGE>
 
    2.  SALES PERSONNEL

Dealer shall at all times employ the number of trained and competent new vehicle
managerial and sales personnel reasonably required to fulfill its
responsibilities with respect to the sales of Isuzu Vehicles.

Dealer shall, without expense to Distributor, have its said employees attend
such vehicle sales training sessions as Distributor may from time to time
conduct.

    3.  INVENTORY

Subject to the ability of the Distributor to supply the same, Dealer shall
maintain at all times stocks of Isuzu Vehicles of an assortment and in
quantities adequate to meet its responsibilities with respect to sales of Isuzu
Vehicles. Dealer shall also have available at all times an adequate number and
variety of Isuzu Vehicles for purposes of display and demonstration and shall,
at all times, maintain the same in first class condition.

    4.  MODIFICATION OF ISUZU VEHICLES

If the laws of the state in which the Dealership Location is situated or of the
states in which customers of Dealer are located require the installation on
vehicles of equipment not installed or supplied as standard equipment by
Distributor, Dealer shall, prior to its sale of the Isuzu Vehicles on which such
installation is required, install at its own expense such additional equipment.
Dealer shall indemnify and hold Distributor harmless from and against any and
all liabilities arising from Dealer's failure to install such additional
equipment on said vehicles.

    5.  EVALUATION OF DEALER'S SALES PERFORMANCE

Distributor shall periodically evaluate Dealer's performance of its
responsibilities with respect to sales of Isuzu Cars and shall discuss its
evaluation with Dealer. Dealer shall promptly take such action as may be
required to correct any deficiencies in its performance of these
responsibilities. Dealer's performance of these responsibilities shall be
evaluated by Distributor on the basis of such reasonable factors as Distributor
shall establish and furnish Dealer from time to time. Such factors shall
include:

(a) Reasonable sales objectives for Isuzu Cars which may be established from
    time to time by Distributor for Dealer;

(b) Dealer's sales of Isuzu Cars as compared to:

    (i)   registrations of Isuzu Cars in Dealer's Market;

    (ii)  registrations of Competitive Cars in Dealer's Market;

    (iii) registrations of Import Industry Cars in Dealer's Market;

    (iv)  registrations of Industry Cars in Dealer's Market; and

    (v)   the average sale of Isuzu Cars by comparable groupings of Authorized
          Isuzu Dealers.

    6.  EVALUATION OF SALES OF ISUZU TRUCKS

Distributor shall periodically evaluate Dealer's performance of its
responsibilities with respect to sales of Isuzu Trucks and shall discuss its
evaluation with 

                                      -7-
<PAGE>
 
Dealer. Dealer shall promptly take such action as may be required to correct any
deficiencies in its performance of these responsibilities. Dealer's performance
of these responsibilities shall be evaluated by Distributor on the basis of such
reasonable factors as Distributor shall establish and furnish Dealer from time.
to time. Such factors shall include:

(a) Reasonable sales objectives for Isuzu Trucks which may be established from
    time to time by Distributor for Dealer;

(b) Dealer's sales of Isuzu Trucks as compared to;

    (i)   registrations of Isuzu Trucks in Dealer's Market;

    (ii)  registrations of Competitive Trucks in Dealer's Market;

    (iii) registrations of Import Industry Trucks in Dealer's Market;

    (iv)  registrations of Industry Trucks in Dealer's Market; and

    (v)   the average sales of Isuzu Trucks by comparable groupings of
          Authorized Isuzu Dealers.


C.  USED VEHICLE SALES OPERATIONS

To enhance Dealer's opportunities to operate successfully, Dealer will engage in
such used vehicle operations as Dealer may deem appropriate. Dealer shall be
entitled to identify such used vehicle operations as a part of its dealership
operations and to apply the trademarks, trade names and service marks of
Distributor relating to used vehicle operations, but only as and to the extent
Dealer subscribes to and fulfills all requirements of programs relating thereto
offered Dealer by Distributor.


D.  RENTAL AND LEASING OPERATIONS

Since the rental and leasing of Isuzu Vehicles will offer Dealer additional
opportunities to improve its effectiveness in fulfilling its responsibilities
with respect to sales of Isuzu Vehicles, Dealer will explore such opportunities
and will establish rental and leasing operations if such additional
opportunities are apparent. Dealer shall be entitled to identify such rental and
leasing operations as a part of its dealership operations and to apply the
trademarks, trade names and service marks of Distributor relating to rental and
leasing operations, but only as and to the extent Dealer subscribes to and
fulfills all requirements of programs relating thereto offered Dealer by
Distributor.


E.  PARTS AND ACCESSORIES SALES OPERATIONS

    1.  RESPONSIBILITY OF DEALER

Dealer shall actively and effectively promote the sale of Isuzu Parts and
Accessories to service, wholesale and other customers located in Dealer's
Market. However, nothing contained in this Agreement shall limit or be construed
to limit the geographical area within which or the persons to whom Dealer may
sell Isuzu Parts and Accessories.


    2.  SALES PERSONNEL

Dealer shall at all times employ the number of trained and competent parts and
accessories managerial and sales personnel reasonably required to fulfill its
responsibilities with respect to the sales of Isuzu Parts and Accessories.
Dealer shall, with-

                                      -8-
<PAGE>
 
out expense to Distributor, have its said employees attend such parts and
accessories sales training sessions as Distributor may from time to time
conduct.

     3.  INVENTORY

Dealer shall maintain at all times stocks of parts and accessories adequate to
meet its responsibilities with respect to service of Isuzu Products. Dealer
shall also maintain, subject to the ability of Distributor to supply the same,
stocks of Isuzu Parts and Accessories of an assortment and in quantities
adequate to meet customer demands and for warranty repairs, special policy
service and campaign corrections. Dealer shall maintain a proper and adequate
system of parts and accessories inventory control.

     4.  REPRESENTATIONS CONCERNING PARTS AND ACCESSORIES

In connection with its sale or offering for sale or use in the repair or service
of Isuzu Products, Dealer shall not represent as an Isuzu Part or Accessory any
part or accessory that in fact is not an Isuzu Part or Accessory.


     5.  EVALUATION OF DEALER'S PARTS AND ACCESSORIES SALES PERFORMANCE

Distributor shall periodically evaluate Dealer's performance of its
responsibilities with respect to the sale of Isuzu Parts and Accessories and
shall discuss its evaluation with Dealer. Dealer shall promptly take such action
as may be required to correct any deficiencies in its performance of these
responsibilities.

F.   SERVICE OPERATIONS

     1.  GENERAL SERVICE RESPONSIBILITIES OF DEALER

Dealer shall provide prompt, efficient and courteous service to owners and users
of Isuzu Products regardless of the origin of purchase thereof, including,
without limitation, the specific obligations described below. All service
performed by Dealer pursuant to this Agreement shall be performed in a good and
workmanlike manner and in accordance with the requirements, specifications and
instructions relating thereto set forth in the Service Policies and Procedures
Manual and bulletins and instructions furnished Dealer by Distributor from time
to time.

     2.  SPECIFIC SERVICE OBLIGATIONS OF DEALER

         (A) NEW VEHICLE PRE-DELIVERY INSPECTIONS AND ADJUSTMENTS

Dealer shall perform pre-delivery inspections and adjustments on each Isuzu
Vehicle prior to sale and delivery thereof by Dealer. Such inspections and
adjustments shall be performed by Dealer without charge to the purchaser and in
accordance with the provisions relating thereto set forth in the Service
Policies and Procedures Manual and bulletins and instructions furnished Dealer
by Distributor from time to time.

The completion of such inspections and adjustments on each such Vehicle shall be
verified by Dealer on forms supplied or approved by Distributor for this
purpose, a copy of which shall be retained in Dealer's files and a copy of which
shall be furnished to the purchaser.

                                      -9-
<PAGE>
 
         (B) COMPLIMENTARY MAINTENANCE SERVICE

Dealer shall perform or be responsible for the performance of such complimentary
maintenance or other services following delivery of Isuzu Vehicles (including
labor for lubrication) as may be prescribed for such vehicle in Distributor's
applicable service bulletins, in accordance with the provisions relating thereto
set forth in the Service Policies and Procedures Manual or in bulletins or
instructions issued by Distributor to Dealer from time to time. Dealer will
perform such services as and when required and requested by the owner or user of
the vehicle, without regard to its origin of purchase.

         (C) WARRANTY REPAIRS

Dealer shall perform (i) warranty repairs on each Isuzu Product which qualifies
for such repairs under the provisions of any warranty furnished therewith by
Distributor or by the manufacturer thereof and (ii) such other inspections,
repairs or adjustments as may be approved or authorized by Distributor.

Dealer shall perform such repairs and adjustments on each such Isuzu Product as
and when required thereon and requested by the owner, without regard to its
origin of purchase, and in accordance with the provisions relating thereto set
forth in the Service Policies and Procedures Manual and in bulletins and
instructions furnished by Distributor to Dealer from time to time.

Dealer shall provide each owner or user for whom Dealer performs such repairs or
adjustments with a copy of the repair order covering the same.

         (D) CAMPAIGN INSPECTIONS AND CORRECTIONS

Dealer shall perform campaign inspections and/or corrections, including those
described in owner notifications and recall campaigns conducted by Distributor
in furtherance of Federal or state laws or regulations, on Isuzu Products that
qualify for such inspections and/or corrections and those on which such campaign
inspections and corrections are requested by Distributor, regardless of their
origin of purchase.

Dealer shall perform such campaign inspections and/or corrections and shall
advise Distributor as and when the same are performed, all in accordance with
the bulletins and instructions relating thereto furnished Dealer by Distributor
and as set forth in the Service Policies and Procedures Manual.

To enable Dealer to perform required corrections as promptly as practical, and
for the convenience of Dealer, parts and/or other materials required for each
such campaign may be pre-shipped to Dealer. Dealer will accept and retain such
parts and/or materials for use in such campaign. Upon completion of the
campaign, Dealer may return or dispose of any such parts and/or materials that
are in excess of Dealer's requirements for the campaign in accordance with
disposition instructions relating thereto furnished by Distributor and Dealer
shall receive credit therefor.

         (E) DISPOSITION OF REPLACED PARTS

Dealer shall comply with the instructions set forth in the Service Policies and
Procedures Manual with respect to retention and disposition of parts replaced
by Dealer in the performance of repairs, 

                                     -10-
<PAGE>
 
adjustments and services pursuant to Article III F 2, (a), (b), (c) and (d) of
this Agreement.

         (F) MAINTENANCE AND REPAIR SERVICE

Dealer shall provide, at its Dealership Facilities, prompt maintenance and
repair service to owners and users of Isuzu Products. Such service shall include
only those services specifically requested by the owner or user that are
discussed in advance by the Dealer with the owner or user as being required.

Dealer shall provide all owners and users for whom Dealer provides maintenance
and repair service itemized invoices covering the details thereof.

         (G) PAYMENTS BY DISTRIBUTOR TO DEALER

For Dealer's performance of pre-delivery inspections and adjustments,
complimentary maintenance service, warranty repairs, special policy adjustments,
and campaign inspections and corrections under and pursuant to the above
provisions, Distributor shall pay Dealer for the Parts and Accessories and/or
other materials or shall provide Dealer with the Parts and Accessories and or
other materials required in connection therewith and shall pay for labor in
accordance with the provisions relating thereto set forth in the Service
Policies and Procedures Manual.

     3.  OTHER SERVICE RESPONSIBILITIES OF DEALER

         (A) COMPLIANCE WITH LAWS REGULATING VEHICLES AND OTHER PRODUCTS

Dealer will comply with all applicable provisions of Federal, state and local
laws and governmental orders, rules and regulations, including but not limited
to laws, orders, rules and regulations relating to safety, emission, noise
control, damageability and customer service.

In furtherance of facilitating compliance with such laws, orders, rules and
regulations by Distributor and Dealer, Distributor will provide to Dealer, and
Dealer will provide to Distributor, as the case may be, such information and
assistance as may reasonably be requested by the other in connection with the
performance of their respective obligations under such laws, orders, rules and
regulations.

         (B) SERVICE PERSONNEL

Dealer shall at all times employ the number of trained and competent service
managerial and technical personnel reasonably required to fulfill its 
responsibilities with respect to the service of Isuzu Products. Dealer shall,
without expense to Distributor, have its said employees attend such service
training sessions as Distributor may from time to time conduct.

         (C) SERVICE EQUIPMENT AND SPECIAL AND ESSENTIAL TOOLS

Dealer shall provide adequate service equipment and such special and essential
tools as are required to fulfill its responsibilities for service of Isuzu
Products.

     4.  EVALUATIONS OF DEALER'S SERVICE PERFORMANCE

Distributor shall periodically evaluate Dealer's performance of its
responsibilities with respect to the servicing of Isuzu Products and shall
discuss its evaluation with Dealer. Dealer shall promptly take such action as
may be required to correct any deficiencies in its performance of these
responsibilities

                                     -11-
<PAGE>
 
G.   ADVERTISING, PROMOTIONAL AND PUBLIC RELATIONS OPERATIONS

     1.  ADVERTISING STANDARDS

In order to secure and maintain the confidence and respect of the public in
Dealer, Distributor, Manufacturer and Isuzu Products, Dealer will at all times
maintain the highest standards of ethical advertising and will not publish or
cause or permit to be published any advertising relating to any of its
dealership operations or to any Isuzu Product which is not in compliance with
all applicable federal, state and local laws, rules, regulations and orders or
that is likely to mislead or deceive the public or impair the goodwill of
Dealer, Distributor or Manufacturer or the good reputation of Isuzu Products.

     2.  DEALER'S ADVERTISING PROGRAMS

Dealer shall develop and utilize advertising and promotion programs, including,
but not limited to effective displays of Isuzu Products and use of demonstration
Isuzu Vehicles.

     3.  PARTICIPATION IN DISTRIBUTOR'S ADVERTISING PROGRAMS.

Dealer shall participate in advertising and promotion programs developed from
time to time by Distributor, as and when requested by Distributor.

     4.  CUSTOMER RELATIONS

         (A) INFORMING CUSTOMERS AS TO DETAILS OF CHARGES

In effecting sales or service of Isuzu Products, Dealer will inform the
customers of details covering the items which make up the purchase price or
charges, will give them itemized invoices covering the details thereof and will
provide them with such other information and documents relating thereto as may
be required under any applicable laws, rules, regulations or orders.

Dealer will not make any false, misleading or deceptive representations as to
the items making up the purchase price or charges, nor will Dealer make any
statements intended to lead any purchaser to believe that a greater portion of
the selling price of a Vehicle represents destination, factory delivery and
handling, or other charges than the amounts thereof actually charged to and paid
for by Dealer.

         (B) RIGHT OF RETAIL PURCHASER TO BUY VEHICLE WITHOUT PURCHASING
             OPTIONAL EQUIPMENT OR ACCESSORIES

Dealer shall not include, in any retail order for an Isuzu Vehicle taken by
Dealer nor in any order covering an Isuzu Vehicle submitted by Dealer to
Distributor, any item of optional equipment or accessories, unless the retail
purchaser thereof has requested such item and has knowledge that such item will
be included in such order or unless such item is required on such vehicle under
applicable laws, rules, regulations or orders.

         (C) INFORMING RETAIL PURCHASERS AS TO OPTIONAL EQUIPMENT OR ACCESSORIES
             INSTALLED BY DEALER

In order to avoid disparagement of any trademark that is applied by Distributor
to items of optional equipment and accessories manufactured by or for
Distributor and in order to avoid misleading any retail purchasers who may
assume that all items of optional equipment and accessories included in Isuzu
Vehicles have been manufactured by or for 

                                     -12-
<PAGE>
 
Distributor, Dealer shall, if it installs on any Isuzu Vehicle any item of
optional equipment or accessory that has not been manufactured by or for
Distributor, disclose to the retail purchaser thereof that such item of optional
equipment or accessory has not been manufactured by or for Distributor and that
it is not included in any warranty furnished by Distributor. Such disclosure by
Dealer shall be included in writing by Dealer on the retail purchaser's order
for any such Isuzu Vehicle, if one is signed by the retail purchaser thereof,
but in any event in the itemized invoice covering the details of such purchase
furnished the retail purchaser by Dealer.

H.   CAPITAL
 
Dealer shall at all times maintain and employ in the operations of its
dealership at least that amount and allocation of net working capital needed for
Dealer to effectively fulfill its responsibilities under this Agreement, as
agreed upon in writing by Distributor and Dealer from time to time.

I.   ACCOUNTING SYSTEM

Dealer will install and maintain an accounting system of a type designated by
Distributor. Dealer will maintain said system in accordance with instructions to
be issued by Distributor from time to time.

J.   RECORDS AND REPORTS

     1.  FINANCIAL STATEMENTS

Dealer shall furnish to Distributor, on or before the tenth day of each month,
on such forms as Distributor may designate, complete and accurate financial and
operating statements reflecting Dealer's true financial condition as of the end
of the preceding month and the results of Dealer's, operations during the
preceding month and for that portion of Dealer's fiscal year then ended, with
supporting data, and shall, within two (2) months after the closing date of
Dealer's fiscal year, furnish to Distributor complete and accurate financial and
operating statements for said fiscal year. Distributor shall not furnish to any
third party any financial statements or data submitted to it hereunder, except
as an unidentified part of a composite or coded report. unless authorized by
Dealer or required to do so by law or unless they are pertinent to judicial or
governmental administrative proceedings.

     2.  OWNERSHIP AND MANAGEMENT RECORDS

Dealer shall keep and maintain complete and up-to-date records covering (a) the
names of all persons who are Owner(s) of Dealer and the dates and manner in
which any such ownership interests of such persons are transferred or changed in
any manner whatsoever; (b) the election, appointment or selection of each person
having a management position with Dealer, including the duly elected officers
and directors of Dealer if Dealer is a corporation; and (c) the persons or
parties who have either directly or indirectly supplied funds, on either a
secured or unsecured basis, to those having any ownership interests in Dealer in
connection with their acquisition of such ownership interests.

     3.  SALES AND SERVICE RECORDS AND REPORTS

Dealer shall prepare and maintain complete and up-

                                     -13-
<PAGE>
 
to-date records covering its sales of and service performed by it on Isuzu
Products. Promptly upon the sale of each Isuzu Vehicle, Dealer shall accurately
and fully complete and send to Distributor the vehicle retail delivery report
supplied by Distributor with respect to said vehicle. Dealer will furnish
Distributor with such other and further reports covering sales and service of
Isuzu Products by Dealer in such form or forms and within such times as is
specified in notices or bulletins relating thereto furnished Dealer by
Distributor.

     4.  RECORDS CONCERNING APPLICATIONS AND CLAIMS FOR PAYMENTS

Dealer shall prepare and retain, for a minimum period of two (2) years, in
accordance with the procedures set forth in the Service Policies and Procedures
Manual, records in support of applications for payment for pre-delivery
inspections and adjustment, warranty repairs and policy adjustments and campaign
inspections and corrections performed by Dealer, claims for parts compensation
and applications for discounts, allowances, refunds or credits.

K.   INSPECTION OF ACCOUNTS AND RECORDS

Distributor shall have the right at any reasonable time during Dealer's regular
business hours to inspect the Dealership Facilities and to examine, audit and
make copies of all accounts and records relating to the sale and service of
Isuzu Products.

L.   TRADEMARKS AND SERVICE MARKS

Distributor grants Dealer the non-exclusive privilege to identify itself as an
Authorized Isuzu Dealer and to display and otherwise use in connection with the
sale and service of Isuzu Products, the various trademarks, tradenames, service
marks and other word and design marks which Manufacturer or Distributor may use
in connection with or apply to Isuzu Products during the term of this Agreement.
Except as provided herein, Dealer shall make no use of any such trademark,
tradename, service mark, or other word and design mark. Dealer shall not use any
mark, word or name which is similar to any of the various trademarks,
tradenames, service marks and other word and design marks which Manufacturer or
Distributor may use in connection with or apply to Isuzu Pro-ducts. Dealer shall
neither have nor claim to have any rights in or to any such trademark,
tradename, service mark or other word and design mark. Upon Distributor's
request and, in any case, upon termination of this Agreement, Dealer shall
promptly discontinue, or cause to be discontinued, the display and use of all
such trademarks, tradenames, service marks and other word and design marks.
Dealer shall promptly change the manner in which such trademarks, tradenames,
service marks and other word and design marks are displayed and used when
requested to do so by Distributor. No such trademark, tradename, service mark or
other word and design mark may be used as part of the name under which Dealer's
business is conducted, except with Distributor's prior written consent.

                                     -14-
<PAGE>
 
                          ARTICLE IV. INDEMNIFICATION


A.   INDEMNIFICATION OF DISTRIBUTOR

Dealer shall:

1.   Upon Distributor's written request defend Distributor against claims that
during the term of this Agreement may arise, commence or be asserted against
Distributor in an action concerning:

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

(b)  Any actual or alleged negligence, error, omission or act of Dealer in
connection with the preparation, repair or service (including warranty service)
by Dealer of Isuzu Products;

(c)  Any modification made by or on behalf of Dealer to Isuzu Products, except
those made pursuant to the express instruction or with the express approval of
Distributor;

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

(e)  Misleading statements, misrepresentations or deceptive or unfair practices
or allegations of misleading statements, misrepresentations or deceptive or
unfair practices by Dealer, directly or indirectly, to Distributor, a customer
or other third party.

2.   Indemnify and hold Distributor harmless from any and all settlements made
and final judgments rendered with respect to any of the claims described in
Section A.1. of this Article IV.

B.   INDEMNIFICATION OF DEALER

Distributor shall, upon Dealer's written request

1    Defend Dealer against claims that during the term of this Agreement may
arise, commence or be asserted against Dealer in an action concerning bodily
injury or property damage arising out of an occurrence caused solely by a defect
or alleged defect existing or claimed to have existed in an Isuzu Product at the
time title to said product passed to Dealer, provided:

(i)  that the defect could not have reasonably been discovered by Dealer during
the pre-delivery inspection of the product required by this Agreement; and

(ii) Distributor did not notify Dealer in writing of such defect prior to
delivery of the product to the first retail customer.

2.   Indemnify and hold Dealer harmless from any and all settlements made which
are approved by Distributor and final judgments rendered with respect to any of
the claims described in Section B.1. of this Article IV; provided, however,
Dealer promptly notifies Distributor in writing of the assertion of such claim
and the commencement of such action against Dealer and cooperates fully in the
defense of such action in such manner and to such extent as Distributor may
require.

C.   EXCEPTION TO INDEMNIFICATION

If the allegations asserted in any action or if any facts established during or
with respect to any 

                                     -15-
<PAGE>
 
action would require Dealer to defend and indemnify Distributor under Section A,
above, and Distributor to defend and indemnify Dealer under Section B, above,
Distributor 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 Distributor
and Dealer, except to the extent that such an obligation or responsibility may
be imposed by applicable law.

                                     -16-
<PAGE>
 
                            ARTICLE V.  TERMINATION


A.   TERMINATION OF AGREEMENT

     1.  VOLUNTARY TERMINATION BY DEALER

Dealer may terminate this Agreement at any time upon 30 days' written notice to
Distributor.

     2.  TERMINATION DUE TO ACTS OR EVENTS CONTROLLED BY DEALER, ITS OWNER(S) OR
         MANAGER(S)

Each of the following represents an act or event that is within the control of
or originates from action taken by Dealer or its Owner(s) or Manager(s) and over
which Distributor has no control, but which, when contrary to the spirit,
nature, purpose or objectives of this Agreement, warrant its termination:

(a)  Any misrepresentation to Distributor by Dealer or by its Owner(s) or
Executive Manager in applying for this Agreement or any misrepresentation to
Distributor by Dealer or any such person as to the persons who are or will be
Owner(s) or Manager(s) of Dealer.

(b)  Any attempted sale, transfer or assignment by Dealer of this Agreement or
any of the rights or privileges granted Dealer by this Agreement; or any
attempted transfer, assignment or delegation by Dealer of any of the
responsibilities assumed by Dealer under this Agreement, without in either case
the prior written consent of Distributor, which consent shall not be
unreasonably withheld.

(c)  Any sale, transfer, relinquishment, voluntary or involuntary, by operation
of law or otherwise, of any ownership interest in Dealer without the prior
written consent of Distributor, which consent shall not be unreasonably
withheld.

(d)  Any change of the Dealer's Executive Manager without the prior written
consent of Distributor, which consent shall not be unreasonably withheld.

(e)  Any attempt by Dealer to conduct, either directly or indirectly, any of the
dealership operations contemplated by this Agreement at any facilities other
than the Dealership Facilities.

(f)  Any sale or other transfer, by operation of law or otherwise, to any third
party or parties, or any relinquishment or discontinuance of use by Dealer, of
any of the Dealership Facilities or other principal assets that are employed and
required by Dealer in the conduct of the dealership operations without the prior
written consent of Distributor, which consent shall not be unreasonably
withheld.

(g)  Any dispute, disagreement, or controversy between or among the Owner(s) or
Executive Manager (or, if Dealer is a corporation, its directors or officers) of
Dealer relating to the ownership or management of Dealer or to its dealership
operations which, in the opinion of Distributor, may adversely affect the
dealership operations or the interest of Dealer or Distributor.

(h)  Insolvency of Dealer; filing of a voluntary petition in bankruptcy by
Dealer; filing of a petition to have Dealer declared bankrupt, provided that it
is not vacated within one (1) month after filing; appointment of a receiver or
trustee for Dealer, provided such appointment is not vacated within one

                                     -17-
<PAGE>
 
(1)  month after such appointment; or execution by Dealer of an assignment for
the benefit of creditors.

(i)  Failure of Dealer to maintain the Dealership Facilities open for business
as required under the provisions of this Agreement, for seven (7) consecutive
business days.

(j)  Conviction of Dealer or any Owner(s), Executive Manager or, if Dealer is a
corporation, any of its directors or officers, of any crime which, in the
opinion of Distributor, may adversely affect the reputation or interests of
Dealer or Distributor.

(k)  Any submission by Dealer to Distributor of a false or fraudulent
application, or any claim or statement in support thereof, for payment related
to predelivery inspection or adjustment, or warranty repairs, special policy or
campaign adjustments performed by Dealer, or for parts compensation or for any
other discount, allowance, refund or credit whether or not Dealer offers or
makes to Distributor or Distributor seeks or obtains from Dealer restitution of
any payments made to Dealer on the basis of any such false or fraudulent
applications, claims or statements.

(l)  Failure of Dealer to furnish Distributor with the financial and operating
statements or reports required to be furnished under this Agreement or refusal
by Dealer to permit Distributor to make any inspection or audit of Dealer's
facilities, accounts and records as provided in this Agreement, if such failure
or refusal shall continue for a period of one (1) month after receipt by Dealer
from Distributor of a written request for such statements or reports or
permission to make any such inspection or audit.

(m)  Willful failure of Dealer to comply with the provisions of any laws, rules,
regulations or orders of a government body relating to Isuzu Products or the
advertising, promotion, sale or service thereof.

When Distributor has established to its satisfaction that any such act or event
has occurred, Distributor may terminate this Agreement by giving Dealer written
notice of termination, such termination to be effective upon receipt by Dealer
of such notice.

     3.  TERMINATION BY DISTRIBUTOR FOR FAILURE OF PERFORMANCE BY DEALER

If, based on the evaluations thereof made by Distributor, Distributor determines
that Dealer has failed to fulfill any one or more of the responsibilities
assumed by Dealer under Article III of this Agreement by failing to fulfill the
responsibilities and obligations of Dealer relating thereto set forth in said
Article, Distributor will endeavor to review with Dealer the nature and extent
of such failure(s) and the reasons which, in Distributor's opinion, account for
such failure(s). Thereafter, based upon such plan or plans of action as may be
proposed by Dealer to remedy such failure or failures and upon such other
factors as Distributor deems relevant in the circumstances, Distributor will
determine whether it can be reasonably expected that Dealer can and will remedy
such failure or failures and the period of time that Dealer may reasonably
require to effect such remedy or remedies.

As soon as practicable thereafter, Distributor will notify Dealer in writing of
the nature and extent of Dealer's failure or failures of performance and of the
period of time, if any, during which Dealer will be expected to remedy such
failure or failures of performance.

                                     -18-
<PAGE>
 
If, at the expiration of the period, if any, specified in such notice, such
failure or failures of performance have not been substantially remedied by
Dealer, Distributor may terminate this Agreement by giving Dealer written notice
of termination, with such termination to be effective three (3) months after
receipt by Dealer of such notice.

In the interest of providing continuing service to owners of Vehicles,
Distributor may, if it elects, process during such three (3) month period
applications for an Isuzu Dealer Sales and Service Agreement to replace Dealer;
provided, however, that such Isuzu Dealer Sales and Service Agreement shall not
become effective until after the effective date of termination of this
Agreement.

During such three (3) month period, Distributor and Dealer will commence such
actions as may be necessary or desirable so that the termination obligations of
Distributor and Dealer set forth in this Agreement may be fulfilled as promptly
as practicable.

     4.  TERMINATION BECAUSE OF DEATH OR INCAPACITY OF OWNER AND/OR EXECUTIVE
         MANAGER

Since this Agreement is in the nature of a personal service agreement and its
continuation is conditioned upon Dealer being owned and managed as provided in
Section 4 hereof, Distributor (subject to the provisions of Article VII of this
Agreement) may terminate this Agreement by written notice to Dealer in the event
of the death of an Owner or the Executive Manager or in the event Distributor
determines that the Executive Manager is physically or mentally incapacitated so
as to be unable to actively exercise full managerial authority for the operating
management of Dealer. The effective date of any such termination shall be the
date set forth in such written notice, which shall be not less than three (3)
months after receipt by Dealer of such notice.

In the interest of providing continuing service to owners of Vehicles,
Distributor may, if it elects, process, during the period from the receipt by
Dealer of such notice to the effective date of such termination applications for
an Isuzu Dealer Sales and Service Agreement to replace Dealer; provided,
however, that such Isuzu Dealer Sales and Service Agreement shall not become
effective until after the effective date of termination of this Agreement.

During the period from Dealer's receipt of such notice to the effective date of
such termination, Distributor and Dealer will commence such actions as may be
necessary or desirable so that the termination obligations of Distributor and
Dealer set forth in this Agreement may be fulfilled as promptly as practicable.

     5.  TERMINATION FOR FAILURE OF DEALER OR DISTRIBUTOR TO BE LICENSED

If Distributor or Dealer requires a license for the performance of any
obligation under or in connection with this Agreement in any state or
jurisdiction where this Agreement is to be performed and if either of the
parties shall fail to secure or maintain such license or a renewal thereof or if
such license shall be suspended or revoked, irrespective of the cause or reason
therefor, either party may immediately terminate this Agreement by giving to the
other party written notice of such termination.

                                     -19-
<PAGE>
 
     6.  TERMINATION BY MUTUAL AGREEMENT

This Agreement may be terminated at any time by written mutual agreement between
Distributor and Dealer in the event (1) any person named as an Owner or
Executive Manager wishes to retire, (2) Distributor and Dealer desire to effect
either a discontinuance or a relocation of Dealer's Dealership facilities or (3)
Distributor and Dealer deem it desirable for any other cause or reason.

The Provisions of Section B of this Article V shall be deemed applicable to a
termination under this Section A.6. only to the extent and in the manner set
forth in such written mutual agreement of termination.

     7.  RIGHT TO RELY ON ANY APPLICABLE TERMINATION PROVISION

Because the notice periods may be different with respect to, and the rights and
obligations of the parties may vary depending upon, the particular provisions
under which this Agreement is terminated, the terminating party shall have the
right to select the provision of this Section A under which it elects to
terminate this Agreement without reference in its notice of termination to any
other provision of this Section A that may also be applicable in the
circumstances. The exercise of such right shall not preclude the terminating
party from at any time asserting or establishing that the termination of this
Agreement is also supportable under another provision of this Section A.

     B.  TRANSACTIONS AFTER TERMINATION

         1.  EFFECT OF TERMINATION ON ORDERS

In the event that this Agreement is terminated in accordance With any provision
of Section A of this Article V (other than Section A.6.), Distributor may cancel
all unshipped orders received from Dealer for Isuzu Products.

Termination of this Agreement shall not release Dealer, however, from the
obligation to pay any sum which may then be owing Distributor.

         2.  EFFECT OF TRANSACTIONS AFTER TERMINATION

Neither the processing by Distributor of orders from Dealer nor the continuation
of sales of Isuzu Products or any other products to Dealer nor any other act of
Distributor after termination of this Agreement shall be construed as a waiver
of the termination, or as a renewal, extension or continuation of this
Agreement.

         3.  PURCHASES OF ELIGIBLE ITEMS

Distributor shall purchase, subject to and upon compliance with the provisions
hereinafter set forth in subsections 4 and 5 of this Section B, all or any of
the following Eligible Items from Dealer:

(i)    Vehicles

All new, unused, unlicensed, undamaged Isuzu Vehicles of the then current model
year purchased by Dealer from Distributor then unsold which are the unencumbered
property and in the possession 

                                     -20-
<PAGE>
 
of Dealer or of Dealer's financing institution at Dealer's net cost or the price
last established by Distributor for the sale of identical vehicles by
Distributor to Authorized Isuzu Dealers, whichever is lower, plus destination
charges paid by Dealer thereon, less all refunds or allowances paid thereon by
Distributor, any amount paid by Distributor for pre-delivery inspection and
service thereon and any costs required to place said vehicles in new condition.

(ii)   Parts

All new, unused, undamaged, resalable Isuzu Parts (except Publications and parts
listed in Distributor's Parts List as "non-returnable"), which are still in the
original and undamaged package, are for the then current and three (3)
immediately preceding vehicle model years and are the unencumbered property of
and in the possession of Dealer at the dealer prices set forth in Distributor's
then-current price list.

(iii)  Accessories

All new, unused, undamaged, resalable Isuzu Accessories which are still in the
original and undamaged package, are for the then current vehicle model year and
are the unencumbered property of and in the possession of Dealer at the dealer
prices set forth in Distributor's then current price list.

(iv)   Signs

Any signs owned by Dealer of a type recommended in writing by Distributor at a
price established in accordance with Distributor's pricing formula then in
effect.

(v)    Special Tools

Any special tools of a type recommended by Distributor and designed specifically
for service of any Isuzu Vehicles that were offered for sale by Distributor to
Isuzu Dealers during the three (3) year period immediately preceding termination
and were purchased by Dealer from Distributor, at prices therefor established in
accordance with the pricing formula set forth in the then current Service
Policies and Procedures Manual.

      4.  RESPONSIBILITIES OF DEALER

Immediately following the effective date of a termination of this Agreement,
Dealer shall furnish Distributor with a list of the identification numbers of
and such other information as Distributor may require concerning eligible
vehicles to be purchased by Distributor in accordance with subsection 3 of this
Section B. Dealer will deliver all such vehicles in accordance with
Distributor's instructions. Within one (1) month following the effective date of
a termination of this Agreement, Dealer shall mail or deliver to Distributor a
list of eligible special tools and eligible signs. Within two (2) months
following effective date of a termination of this Agreement, Dealer shall mail
or deliver to Distributor a complete list of eligible parts and accessories.
Dealer shall retain possession of all such eligible items until receipt of
written shipping instructions from Distributor. Within one (1) month after
receipt of such instructions, Dealer shall tag, pack and ship such eligible
items, transportation charges prepaid, to the destination(s) specified in such
instructions. Dealer shall take such action and shall execute and deliver such
instruments as may be

                                     -21-
<PAGE>
 
necessary (a) to convey to Distributor good marketable title to all eligible
items to be purchased hereunder, (b) to comply with the requirements of any
applicable state law relating to bulk sales or transfers and (c) to satisfy and
discharge any liens or encumbrances on such eligible items prior to delivery
thereof to Distributor.

5.  PAYMENT BY DISTRIBUTOR

Subject to its right to offset any amounts owing Distributor from Dealer,
Distributor shall pay Dealer for the eligible items purchased by it under the
provisions of this Section B as soon as practicable following delivery thereof
to Distributor; provided, however, that any payment for such eligible items may
be made by Distributor, at its option, directly to any financing institution or
other person or concern which shall have a security or ownership interest
therein.

                                     -22-
<PAGE>
 
                 ARTICLE VI. SUCCEEDING AND NEW AND SUPERSEDING

                          SALES AND SERVICE AGREEMENTS

A.   SUCCEEDING AGREEMENTS

So that the dealer sales and service agreements offered to Authorized Isuzu
Dealers, will reflect changes in conditions applicable to the sales and service
of Isuzu Products as well as changes in applicable laws or regulations, or in
the interpretations thereof, Distributor will review the provisions of its
current forms of Isuzu Dealer Sales and Service Agreement on a periodic basis
and will prepare new forms of Isuzu Dealer Sales and Service Agreements that
will be offered to those Authorized Isuzu Dealers who receive an offer from
Distributor of a succeeding Isuzu Dealer Sales and Service Agreement. Dealer
acknowledges, therefore, that any new form of Isuzu Dealer Sales and Service
Agreement that may be offered Dealer may reflect therein any changes and
modifications that are deemed necessary or desirable by Distributor.

B.   NEW AND SUPERSEDING DEALER AGREEMENTS

In the event a new and superseding form of Isuzu Dealer Sales and Service
Agreement is offered by Distributor to Authorized Isuzu Dealers generally at any
time, Distributor may terminate this Agreement upon prior written notice to
Dealer, provided that, at the same time, Distributor offers Dealer such new and
superseding form of Isuzu Dealer Sales and Service Agreement.

C.   EFFECT OF NEW OR SUPERSEDING AGREEMENT ON RESPONSIBILITIES AND OBLIGATIONS
     UNDER THIS AGREEMENT

Although the execution by Distributor and Dealer of any new or superseding
Dealer Sales and Service Agreement, whether it is executed in accordance with
the provisions of Section A and B of this Article VI or for any other reason,
will, by the terms thereof, cancel and supersede this Agreement, such succeeding
or new and superseding Isuzu Dealer Sales and Service Agreement generally
contemplates continuation of the business relations contemplated by this
Agreement. Accordingly, unless otherwise expressly agreed in writing by
Distributor and Dealer, the rights and obligations of Dealer that may otherwise
become applicable upon any termination of this Agreement shall not be applicable
in the event of the execution by Distributor and Dealer of any such new or
superseding Isuzu Dealer Sales and Service Agreement. Any evaluation of the
effectiveness of Dealer's performance of any of its responsibilities under this
Agreement may be reflected and considered together with any evaluation made of
the effectiveness of Dealer's performance of similar responsibilities under any
such succeeding or new and superseding form of Isuzu Dealer Sales and Service
Agreement. Except insofar as they may be inconsistent with the provisions of
such succeeding or new and superseding form of Isuzu Dealer Sales and Service
Agreement, any outstanding rights and obligations of Distributor 

                                     -23-
<PAGE>
 
and Dealer that arose under this Agreement, or under any separate agreements
executed by Distributor and Dealer under this Agreement, shall be deemed
continued under such succeeding or new and superseding form of Isuzu Dealer
Sales and Service Agreement.

                                     -24-
<PAGE>
 
                 ARTICLE VII. ESTABLISHMENT OF SUCCESSOR DEALER

A.   BECAUSE OF DEATH OF OWNER

In the event of termination of this Agreement by Distributor pursuant to Section
A.4 of Article V because of the death of an Owner, the following provisions
shall apply:

1.   Subject to the other provisions of this Article, Distributor shall offer a
provisional Sales and Service Agreement the term of which shall not exceed two
(2) years to a successor dealer ("Successor Dealer") comprised of the person
nominated by such deceased Owner as his or her successor, together with the
surviving Owner(s), provided that:

(a)  the nomination was submitted to Distributor on a Successor Addendum, was
consented to by the remaining Owner(s) and was approved by Distributor prior to
the death of the deceased Owner;

(b)  Either (i) there has been no change in the Executive Manager of Dealer or
(ii) the provisions of Section B, below, have been complied with; and

(c)  The Successor Dealer has capital and facilities substantially in accordance
with Distributor's Standards therefor at the time the provisional Sales and
Service Agreement is offered.

2.   If the deceased Owner has not nominated a successor in accordance with the
provisions of Section A.1. (a), above, but all of the beneficial interest of the
deceased Owner has passed by will or the laws of intestate succession directly
to the deceased Owner's spouse and/or children or to one or more surviving
Owners who each held not less than a twenty-five percent (25%) beneficial owner-
ship interest in the dealership prior to the death of the deceased Owner
(collectively "Proposed New Owners"), subject to the other provisions of this
Article, Distributor shall offer a provisional Sales and Service Agreement the
term of which shall not exceed two (2) years to Successor Dealer ("Successor
Dealer") composed of the Proposed New Owners, together with the surviving Owners
provided that:

(a)  Either (i) there has been no change in the Executive Manager of Dealer or
(ii) the provisions of Section B, below, have been complied with; and

(b)  The Successor Dealer has capital and facilities substantially in accordance
with Distributor's Standards therefor at the time the provisional Sales and
Service Agreement is offered.

B.  BECAUSE OF DEATH OR INCAPACITY OF EXECUTIVE MANAGER

In the event of the termination of this Agreement by Distributor pursuant to
Section A.4. of Article V because of the death, physical or mental incapacity
("Disability Event") of the Executive Manager ("Disabled Executive Manager"),
subject to the other provisions of this Article, Distributor shall offer a
provisional Sales and Service Agreement the term of which shall not exceed two
(2) years to a Successor Dealer composed of the Owner(s), provided that:

1.   Either (i) the Owner(s) had nominated. in a Successor Addendum, which was
approved by Distributor prior to such Disability Event, a person to succeed the
Disabled Executive Manager or (ii) not 

                                     -25-
<PAGE>
 
later than two (2) months after the occurrence of such Disability Event a new
Executive Manager is proposed to Distributor by all of the Owner(s) and such a
person is approved by Distributor;

2.   The new Executive Manager owns in the aggregate beneficial interests in the
Successor Dealer of not less than twenty-five percent (25%) or is given the
right to acquire and does acquire within twelve (12) months beneficial interests
in the Successor Dealer of not less than twenty-five percent (25%); and

3.   The Successor Dealer has capital and facilities substantially in accordance
with Distributor's Standards therefor at the time the provisional Sales and
Service Agreement is offered.

C.   EVALUATION OF SUCCESSOR DEALER

During the term of the provisional Sales and Service Agreement, Distributor will
evaluate the performance of the Successor Dealer and periodically review with
the Successor Dealer this evaluation. If the Successor Dealer's performance is
deemed to be satisfactory to Distributor continuously during the last three (3)
months of the provisional Sales and Service Agreement, Distributor will give
first consideration to such Successor Dealer with respect to a new Sales and
Service Agreement.

D.   TERMINATION OF MARKET REPRESENTATION

Notwithstanding anything stated or implied to the contrary in this Article,
Distributor shall not be obligated to offer a provisional or new Sales and
Service Agreement to any Successor Dealer if Distributor notified Dealer in
writing prior to the event causing the termination of this Agreement that
Distributor's market representation plans do not provide for continuation of
representation in Dealer's Market.

E.   TERMINATION OF OFFER

If the person or persons comprising a proposed Successor Dealer to which any
offer of a provisional or new Sales and Service Agreement shall have been made
pursuant to this Article shall not accept same within thirty (30) days after
notification to them of such offer, such offer shall automatically expire.

                                     -26-
<PAGE>
 
                       ARTICLE VIII.  GENERAL PROVISIONS

A.   DEALER NOT MADE AGENT OR LEGAL REPRESENTATIVE

This Agreement does not constitute Dealer the agent or legal representative of
Distributor or Manufacturer for any purpose whatsoever. Dealer is not granted
any express or implied right or authority to assume or to create any obligation
in behalf of or in the name of Distributor or Manufacturer or to bind
Distributor or Manufacturer in any manner or thing whatsoever.

B.   DEALER'S RESPONSIBILITY FOR ITS OPERATIONS, EXPENDITURES, LIABILITIES AND
     OBLIGATIONS

Dealer acknowledges that, as an independently owned and operated enterprise, its
success will be determined substantially by how effectively its management
manages and conducts its operations and affairs. This Agreement, therefore,
contemplates that all investments made by or in Dealer shall be made, and Dealer
shall fulfill its responsibilities and obligations under this Agreement, in
conformity with the provisions hereof, but otherwise at the discretion of
Dealer, its management and Owner(s). Nothing herein contained shall impose any
liability on Distributor or Manufacturer in connection with the establishment or
conduct of Dealer's facilities or operations, and Dealer shall be solely
responsible for any and all expenditures, liabilities and obligations made,
incurred or assumed by Dealer in preparation for performance or in the
performance of Dealer's responsibilities and obligations under this Agreement.

C.   NOTICES

All notices required or permitted to be given by either party to the other under
or in connection with this Agreement shall be in writing and delivered
personally or by mail to Dealer at its Dealership Location and to Distributor at
its national headquarters, or to such other address as the party to receive the
notice may have previously designated by written notice to the other party.
Notices shall be effective upon receipt. If mailed, such notices shall be
postage prepaid and sent by registered or certified mail, return receipt
requested.

D.   OFFSETS AND SET OFFS

In addition to any other specific rights of offset or set off provided for
otherwise in any documents affecting Dealer and Distributor, Distributor shall
have the right to offset or set off any sums or accounts due or to become due
from Dealer to Distributor against any sums or accounts due or to become due
from Distributor to Dealer.

E.   CHANGES REQUIRED BY LAW

Should Distributor at any time determine that Federal or state laws, or
regulations adopted thereunder, or any new interpretation thereof, as any
thereof may be validly applied, require changes in any of the provisions of this
Agreement. Distributor may offer Dealer a new and superseding Isuzu Dealer Sales
and Service Agreement that has been appropriately modified to reflect changes
that are required by such new laws, regulations or interpretations, or, in lieu
thereof, Distributor may 

                                     -27-
<PAGE>
 
offer Dealer an amendatory agreement to this Agreement reflecting such changes.

If Dealer shall fail to execute such new and superseding Isuzu Dealer Sales and
Service Agreement or such amendatory agreement and return it to Distributor
within thirty (30) days after it is offered Dealer, this Agreement may be
terminated by Distributor upon written notice thereof to Dealer, with such
termination to be effective upon receipt by Dealer of such notice.

                                     -28-