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                                  ASSIGNMENT



          WHEREAS, AM GENERAL CORPORATION, a corporation organized and existing
under the laws of the State of Delaware, with an office at 105 North Niles
Avenue, South Bend, Indiana 46617 (hereinafter called the ASSIGNOR) is the owner
of the HUMMER Trademarks (as more fully defined below) in respect of motor
vehicles and other goods and/or services;


          AND, WHEREAS, GENERAL MOTORS CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, with an office at West Grand
Boulevard and Cass Avenue, City of Detroit, Michigan 48202, (hereinafter called
the ASSIGNEE) is desirous of acquiring the entire right, title and interest in
and to the HUMMER Trademarks and all registrations and applications for the
HUMMER Trademarks throughout the world.


          NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the said ASSIGNOR by these presents does hereby
sell, assign and transfer unto the said ASSIGNEE, its successors and assigns,
its entire right, title and interest in and to the HUMMER Trademarks (which in
this Assignment includes any marks, words, names, letters, numbers, symbols,
emblems, shapes, designs, devices, and trade dress, or any combination thereof;
as well as anything which may distinguish the goods and services in the business
associated with the manufacture, sale, distribution, servicing, financing,
insuring, leasing or promotion of HUMMER motor vehicles), throughout the world,
together with that part of the goodwill of the ASSIGNOR's business connected
with the use of and symbolized by the HUMMER Trademarks.  This assignment
includes the registrations and applications for the HUMMER Trademarks set forth
on the attached Schedule A, as well as all right, title and interest the
ASSIGNOR may have to the HUMMER Trademarks in all countries or jurisdictions of
the world, whether by use, registration, application or otherwise.


          The said ASSIGNOR represents that it does not own any other
registration or application for the HUMMER Trademarks, in any country or
jurisdiction, other than those listed in the attached Schedule A, and should
same exist, by this assignment ASSIGNOR does hereby transfer all of its rights,
title and interest thereto to ASSIGNEE.


          ASSIGNOR agrees to execute whatever additional documents are
necessary, in ASSIGNEE's opinion, to record the transfer of the HUMMER
Trademarks assigned hereunder in any country or jurisdiction of the world.


          ASSIGNOR recognizes ASSIGNEE's ownership and title to the HUMMER
Trademarks throughout the world and ASSIGNOR shall not, directly or indirectly,
claim adversely to ASSIGNEE any right, title or interest in and to the HUMMER
Trademarks in any country  or jurisdiction of the world nor shall ASSIGNOR
attack the validity of this Assignment.  ASSIGNOR also agrees not to attempt to
register or to use or to aid any third party in attempting to register or to use
any trademark or service mark which may be, in the opinion of ASSIGNEE,
confusingly similar to the HUMMER Trademarks.


          Should registrations or applications for the HUMMER Trademarks be
cited as obstacles to registration of the other party's applications, the
parties agree to reasonably cooperate in effecting the intent of this Assignment
including the granting of all necessary consents.

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          The provisions herein extend to successors and/or assigns of the
parties.


          IN WITNESS WHEREOF, the said ASSIGNOR has hereunto executed this
Assignment this 21stday of December, 1999.


                            AM GENERAL CORPORATION


               By: ___________________________________

               Title: _________________________________


                          GENERAL MOTORS CORPORATION


               By: ___________________________________

               Title:__________________________________


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