<PAGE>
                                                                    EXHIBIT 10.3

                                 [PORSCHE LOGO]

                        PORSCHE CARS NORTH AMERICA, INC.
                       DEALER SALES AND SERVICE AGREEMENT

         THIS AGREEMENT is made and entered into between Porsche Cars North
America, Inc. ("Porsche"), a Delaware corporation, and ___________ ("DEALER"),
a ________________________ corporation ___, limited liability company ___,
partnership ___, individual ___, doing business as __________________________.

                                  INTRODUCTION

         Porsche is the exclusive importer and distributor in the United States
of motor vehicles, parts and accessories, (hereinafter "PORSCHE PRODUCTS")
manufactured or sold by Dr. Ing h.c. F. Porsche Aktiengesellschaft ("PORSCHE
AG"), Federal Republic of Germany. The primary purpose of this Agreement is to
establish the arms length relationship between Porsche and DEALER and the terms
and conditions under which Porsche will sell PORSCHE PRODUCTS to DEALER. Based
upon the representations and promises of DEALER, set forth herein, Porsche
agrees to appoint DEALER as an authorized Porsche Dealer.

         This Agreement sets forth the rights and responsibilities of Porsche as
seller and DEALER as buyer of PORSCHE PRODUCTS. Porsche enters into this

<PAGE>




Agreement in reliance upon DEALER's integrity, ability, assurance of the
personal services of its officers and management, expressed intention to deal
fairly with the consuming public and with Porsche, representations made in
application materials submitted to Porsche, and promise to adhere to the terms
and conditions herein. Likewise, DEALER enters into this Agreement in reliance
upon Porsche's promise to adhere to the terms and conditions herein. Porsche and
DEALER shall refrain from conduct which may be detrimental to or adversely
reflect upon the reputation of PORSCHE AG, Porsche, DEALER or PORSCHE PRODUCTS
in general. The parties acknowledge that the success of the relationship between
Porsche and DEALER depends upon the mutual agreements of both Porsche and DEALER
to comply with their obligations in this Agreement.

                        SECTION I. APPOINTMENT OF DEALER

         Porsche hereby appoints DEALER as an Authorized Porsche dealer and
grants to DEALER the non-exclusive right to purchase PORSCHE PRODUCTS for resale
to consumers in accordance with, and subject to, the provisions of this
Agreement. DEALER hereby accepts such appointment and agrees to perform the
duties, obligations, and responsibilities of an Authorized Porsche dealer as
herein provided.

         DEALER acknowledges that its appointment as an Authorized Porsche
dealer does not grant it an exclusive right to sell PORSCHE PRODUCTS in any
specified geographic area or limit the rights of Porsche, subject to applicable
law, to appoint other authorized Porsche dealers at any locality of Porsche's
choice.

                                       2
<PAGE>




                         SECTION II. OWNERSHIP OF DEALER

         This Agreement requires the personal services of the owners and
management of DEALER, and has been entered into by Porsche in reliance upon, and
in consideration of, DEALER's representation that only the persons named herein
are the Owner(s) and General Manager of DEALER, that such persons will serve in
the capacities indicated, and that such persons are committed to achieving the
purposes, goals and commitments of this Agreement.

         DEALER represents that only the following persons have an actual or
beneficial ownership interest in DEALER and that their ownership interests are
as follows:

--------------------------------------------------------------------------------
         NAME              ADDRESS              TITLE        OWNERSHIP
                                                             INTEREST
--------------------------------------------------------------------------------

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

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

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

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



                        SECTION III. MANAGEMENT OF DEALER

         DEALER has nominated ______________________________ to serve as on-site
General Manager of the dealership. Porsche and DEALER agree that the retention
of qualified management is of critical importance to satisfy the commitments
made by DEALER in this Agreement. DEALER agrees that its General Manager and no
other person, will exercise the function of General Manager, shall be involved
on a full-time basis in the dealership's day-





                                       3

<PAGE>


to-day operations and shall have full managerial authority to make all operating
decisions for DEALER. DEALER further agrees that the General Manager shall
devote his or her full efforts to DEALER's operations.

         Relying on the personal qualifications and automotive business
experience of __________________________ and the representations with respect
thereto, and further relying on the agreement of DEALER as set forth herein,
Porsche accepts DEALER's nomination of _____________________________________ as
General Manager.

                     SECTION IV. CHANGES IN DEALER OWNERSHIP
                                  OR MANAGEMENT

         As this is a personal services Agreement, DEALER agrees that no changes
in DEALER's owners or General Manager shall be made without Porsche's prior
written consent. DEALER shall give Porsche a minimum of ninety (90) day's prior
written notice of any proposed change in the ownership of DEALER and/or the
General Manager. Porsche shall have the right, subject to applicable law, to
withhold consent to any such proposed change should Porsche determine that any
successor owner or General Manager fails to possess the personal qualifications,
automotive business experience, and financial strength considered by Porsche to
be necessary to successfully fulfill DEALER's obligations under this Agreement.
DEALER agrees that until such time as it receives Porsche's written consent to
any proposed change in ownership or General Manager, DEALER will take no action
to complete the proposed change.

                                       4
<PAGE>

         If DEALER is a corporate entity, DEALER agrees to include and maintain
in its stock subscription agreements or other agreement with all its
stockholders, a provision restricting the ability of stockholders to transfer
stock without DEALER's prior written approval. DEALER agrees to provide a copy
of such agreement(s) to Porsche upon request.

         This is a personal service contract. Porsche has entered into this
Agreement because DEALER has represented to Porsche that the Owners and General
Manager of DEALER identified herein possess the personal qualifications, skill
and commitment necessary to ensure that DEALER will promote, sell and service
PORSCHE PRODUCTS in the most effective manner. Because Porsche has entered into
this Agreement in reliance upon these representations and DEALER's assurances of
the active involvement of such persons in DEALER operations, any
misrepresentations with respect to these matters is grounds to terminate this
Agreement pursuant to Section L of this Agreement, and any change in Ownership,
no matter what the share or relationship between parties, or any changes in
General Manager from the person specified herein, requires the prior written
consent of Porsche, which consent Porsche shall not unreasonably withhold.

         DEALER agrees that factors which would make Porsche's withholding of
consent reasonable include, without limitation, Porsche's determination that a
new Owner or General Manager did not have adequate or satisfactory financial
capability (if applicable) and experience and success in the automobile
dealership business.

                                       5
<PAGE>


                        SECTION V. DEALERSHIP FACILITIES
                              AND APPROVED LOCATION

      DEALER agrees to establish and maintain a dealership facility for the
sale of PORSCHE PRODUCTS consistent with Porsche's "Dealer Operating Standards,"
as amended from time to time.

         DEALER further agrees that it shall conduct its Porsche operations only
and exclusively in facilities and at locations herein designated and approved by
Porsche. Porsche hereby designates and approves the following dealership
facility as the exclusive location(s) for the sale and servicing of PORSCHE
PRODUCTS:


         PORSCHE NEW VEHICLE SALES                    PARTS AND SERVICE
         AND SHOW ROOM

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


         GENERAL OFFICE                               USED VEHICLE DISPLAY
                                                      AND SALES

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


While there is no limitation on the geographic area in which, or the persons to
whom DEALER may sell PORSCHE PRODUCTS, DEALER agrees not to conduct any
dealership operations, including the display, sale, and/or servicing of PORSCHE
PRODUCTS, at any location(s) other than at the Approved Location(s), without the
prior written consent of Porsche.




                                       6
<PAGE>

         Porsche will assign DEALER a geographic area called a Primary Area of
Responsibility ("PAR"). DEALER shall be responsible for aggressively and
effectively marketing and selling PORSCHE PRODUCTS and services in its PAR. The
PAR is used by Porsche to evaluate DEALER's performance of its obligations,
among other things. DEALER agrees that it has no exclusive right to any such
PAR. Subject to applicable law, Porsche may add new dealers, relocate dealers,
or adjust DEALER's PAR.

         Nothing contained in this Agreement shall limit or be construed to
limit the geographical area in which, or the persons to whom, DEALER may sell or
promote the sale of PORSCHE PRODUCTS.

         DEALER further agrees not to modify, or change the usage or function of
any Approved Location(s), or otherwise use such Approved Location(s) for any
functions other than the approved functions, without the prior written consent
of Porsche.

                          SECTION VI. TERM OF AGREEMENT

         This Agreement is effective as of _____________ , and shall continue
for a period of _____ years, and shall expire on ____________ unless ended
earlier by mutual agreement or terminated as provided herein. This Agreement
shall not be extended beyond its expiration date except by written consent of
Porsche. Porsche reserves the right, in its sole discretion, to grant unilateral
extensions of this Agreement so as to ensure compliance with any applicable
notice requirement set forth herein or as required by applicable statute.

                                       7
<PAGE>


                      SECTION VII. STANDARD PROVISIONS AND
                           DEALER OPERATING STANDARDS

         Porsche's "Dealer Sales and Service Agreement Standard Provisions" and
its "Dealer Operating Standards" are incorporated herein and made part of this
Agreement as if fully set forth herein.

         Porsche reserves the right, subject to applicable law, to amend the
"Dealer Sales and Service Agreement Standard Provisions" and/or the "Dealer
Operating Standards" and DEALER agrees that the "Dealer Sales and Service
Agreement Standard Provisions" and "Dealer Operating Standards," as amended,
shall be deemed incorporated into this Agreement. By executing this Agreement
DEALER acknowledges receipt of the "Dealer Sales and Service Agreement Standard
Provisions" and "Dealer Operating Standards" prior to the execution of this
Agreement.

                          SECTION VIII. APPLICABLE LAW

         Porsche and DEALER agree that this Agreement shall be governed by, and
construed according to the valid and enforceable laws of the state in which
DEALER's Approved Location(s) are located.

                       SECTION IX. EXECUTION OF AGREEMENT

         This Agreement and any Addendum hereto shall not become valid and
binding until signed by a duly authorized officer of Porsche and by a duly
authorized officer of DEALER if a corporation, one of the general partners of
DEALER if a partnership, the manager of DEALER if a limited liability company,
or DEALER if an individual. If DEALER is not an individual, DEALER will provide


                                       8
<PAGE>




reasonable evidence of the authority of the person signing on behalf of DEALER
upon request of Porsche.

                        SECTION X. ADDITIONAL PROVISIONS

         In consideration of Porsche's agreement to appoint DEALER as an
authorized Porsche dealer, DEALER further agrees:

















                                       9

<PAGE>




                            SECTION XI. CERTIFICATION

        By their signatures hereto, Porsche and DEALER have executed this
Agreement as of the effective date set forth in Section VI and the parties agree
that they have read and understand this Agreement, including the Standard
Provisions incorporated herein, are committed to its purposes and objectives and
agree to abide by all of its terms and conditions.


PORSCHE CARS NORTH AMERICA, INC.       ______________________________________
                                       DEALER





NAME:____________________________      NAME:____________________________
TITLE:___________________________      TITLE:___________________________
SIGNATURE:_______________________      SIGNATURE:_______________________
DATE:____________________________      DATE:____________________________







                                       10
<PAGE>


                                                                    EXHIBIT ____





                        PORSCHE CARS NORTH AMERICA, INC.

                       DEALER SALES AND SERVICE AGREEMENT


                               STANDARD PROVISIONS




<PAGE>






                        PORSCHE CARS NORTH AMERICA, INC.
                       DEALER SALES AND SERVICE AGREEMENT
                               STANDARD PROVISIONS

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
Table of Contents.............................................................i
SECTION A:  DEFINITIONS.......................................................1
   1.    Porsche Products.....................................................1
   2.    Porsche Vehicles.....................................................1
   3.    Genuine Porsche Parts and Accessories................................1
   4.    Dealership Facilities................................................1
   5.    Dealer Operating Standards...........................................2
   6.    Competitive vehicles.................................................2
SECTION B:  SALES OF PORSCHE PRODUCTS TO DEALER...............................2
   1.    Ordering of Porsche Products.........................................2
   2.    Availability and Allocation of PORSCHE PRODUCTS......................3
   3.    Pricing..............................................................4
   4.    Delivery of PORSCHE PRODUCTS.........................................4
   5.    Delays in PORSCHE PRODUCT Deliveries.................................5
   6.    Diversion Charges....................................................5
   7.    Risk of Loss and Damage Claims Against Carriers......................5
   8.    Title................................................................6
   9.    Taxes................................................................7
   10.   Changes in PORSCHE PRODUCTS..........................................7
   11.   Discontinuance of Manufacture or Sale of PORSCHE PRODUCTS............7
   12.   PORSCHE PRODUCT Modifications........................................8
SECTION C:  DEALER PROMOTION AND SALES........................................8
   1.    General Responsibilities of Dealer...................................8
   2.    Sales and Performance Evaluation.....................................9
SECTION D:  SERVICING PORSCHE PRODUCTS........................................9
   1.    General Responsibilities of Dealer...................................9
   2.    New Motor Vehicle Pre-Delivery Service..............................10
   3.    Warranty Repairs and Special Policy Adjustments.....................10
   4.    Campaign Inspections and Corrections................................11
   5.    Warranty Disclosures as to Non-Genuine Parts and Accessories .......11
   6.    Compliance with Safety and Emission Control Requirements............12
   7.    Inventories of Parts and Accessories................................13
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                          <C>
    8.   Equipment and Special Tools.........................................13
    9.   Compliance with Consumer Protection Statutes and Regulations........13
   10.   Evaluation of Dealer's Service and Parts Performance................14
SECTION E:  PORSCHE ASSISTANCE...............................................14
   1.    Training Programs...................................................14
   2.    Manuals and Materials...............................................14
   3.    Field Personnel.....................................................15
   4.    Advertising.........................................................15
SECTION F:  FACILITIES.......................................................15
   1.    Evaluation of Dealership Facilities.................................15
   2.    Signs...............................................................16
   3.    Hours of Operation..................................................16
   4.    Use of Porsche Trademarks...........................................17
SECTION G:  CAPITAL AND FLOORING.............................................18
   1.    Net Working Capital Standards.......................................18
   2.    Flooring............................................................19
   3.    Payment Terms and Settlement of Accounts............................19
SECTION H:  DEALER RECORDS AND REPORTS, RIGHT TO INSPECT.....................20
   1.    Accounting System...................................................20
   2.    Financial Statements................................................20
   3.    Sales Records and Reports...........................................21
   4.    Service Records.....................................................21
   5.    Inspection..........................................................22
   6.    Confidentiality.....................................................22
SECTION I:  WARRANTIES.......................................................23
SECTION J:  INDEMNIFICATION..................................................23
   1.    Indemnification by Porsche..........................................23
   2.    Indemnification by DEALER...........................................25
   3.    Conditions/Exceptions to Indemnification............................27
SECTION K:  SALE OF PRINCIPAL ASSETS OR MAJORITY OWNERSHIP
            INTEREST OF DEALER...............................................28
   1.    Sale of Principal Assets............................................28
   2.    Porsche's Right of First Refusal or Option to Purchase..............28
SECTION L:  TERMINATION......................................................32
   1.    Voluntary Termination by DEALER.....................................32
   2.    Termination due to Certain Acts or Events...........................33
   3.    Termination for Failure of Performance..............................36
   4.    Termination because of Death or Incapacity of Majority Owner........36
   5.    Notice of Termination...............................................37
   6.    Continuance of Business Relations...................................37
   7.    Repurchase Provisions...............................................38
      a.    Porsche's Obligations............................................38
      b.    DEALER's Obligations.............................................39
SECTION M:  SUCCESSOR RIGHTS UPON DEATH/INCAPACITY OF OWNER..................42
   1.    Successor Addendum..................................................42
   2.    Successor by Will or Operation of Law...............................43
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                          <C>
SECTION N:  GENERAL PROVISIONS...............................................44
   1.    Notices.............................................................44
   2.    No Implied Waivers..................................................44
   3.    Entire Agreement....................................................45
   4.    No Agency...........................................................46
   5.    Assignment..........................................................46
   6.    Severability........................................................47
   7.    No Franchise Fee....................................................47
   8.    Headings............................................................47
   9.    New and Superseding Dealer Agreements...............................47
   10.   Porsche Policies....................................................48
   11.   No Third Party Benefit..............................................48
   12.   No Fiduciary Relationship...........................................48
</TABLE>



                                     -iii-
<PAGE>

                        PORSCHE CARS NORTH AMERICA, INC.
                       DEALER SALES AND SERVICE AGREEMENT
                               STANDARD PROVISIONS

         The following Standard Provisions are made a part of, and are
incorporated by reference into, the Porsche Cars North America, Inc. ("Porsche")
Dealer Sales and Service Agreement ("Agreement"), and shall apply to, and govern
the transactions, dealings, and relations between Porsche and its dealers.

                             SECTION A: DEFINITIONS

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

1.       PORSCHE PRODUCTS

         All Porsche vehicles and all Genuine Porsche Parts and Accessories.

2.       PORSCHE VEHICLES

         All motor vehicles manufactured or marketed by Dr. Ing. h.c. F. Porsche
AG (PORSCHE AG), sold to Porsche Cars North America, Inc. and identified in
Porsche's current price schedules.

3.       GENUINE PORSCHE PARTS AND ACCESSORIES

         All parts, accessories, and equipment for Porsche vehicles
manufactured, authorized and/or sold by PORSCHE AG and Porsche

4.       DEALERSHIP FACILITIES

         The buildings, improvements, fixtures, and equipment situated at the
Dealer's Approved Location(s).

                                      -1-

<PAGE>


5.       DEALER OPERATING STANDARDS

         Porsche's operating requirements for its dealers.

6.       COMPETITIVE VEHICLES

         New vehicles that are considered by Porsche to be directly competitive
with respective Porsche vehicles.

7.       APPROVED LOCATIONS

         The exclusive locations, as set forth in Section V of this Agreement,
where DEALER may conduct its operations.

8.       GENERAL MANAGER

         As set forth in Section III of this Agreement, the individual nominated
by DEALER and approved by Porsche to operated DEALER on a day to day basis.

9.       PORSCHE MARKS

         All Porsche trademarks, trade names, logos, service marks owned by
PORSCHE AG and used in connection with the sale of Porsche Products.

                 SECTION B: SALES OF PORSCHE PRODUCTS TO DEALER

1.       ORDERING OF PORSCHE PRODUCTS

         DEALER shall have the right to purchase PORSCHE PRODUCTS from Porsche
in accordance with Porsche's written distribution policies and procedures as the
same may be in effect from time to time. DEALER shall submit orders based on its
allocations in such quantity and variety as are necessary to fulfill DEALER's
obligations under this Agreement. All orders are subject to acceptance by
Porsche. Acceptance of any order may be by oral or


                                      -2-
<PAGE>




written notice to DEALER, or by shipment of the PORSCHE PRODUCTS ordered. Orders
may be cancelled by DEALER only in accordance with Porsche's distribution
policies and procedures as may be in effect from time to time.

2.       AVAILABILITY AND ALLOCATION OF PORSCHE PRODUCTS

         Porsche will endeavor to fill DEALER's orders accepted by Porsche for
PORSCHE PRODUCTS, in such quantities and types as Porsche deems reasonable
subject to available supply, Porsche's requirements, DEALER'S historical sales
performance and business needs, and any change or discontinuance with respect to
a PORSCHE PRODUCT. Nothing contained in this Agreement, however, shall obligate
Porsche to deliver to DEALER any particular number of PORSCHE PRODUCTS. DEALER
acknowledges that the availability of PORSCHE PRODUCTS may be limited from time
to time due to factors such as production capacity, varying consumer demand,
weather and transportation conditions, and government regulations. Porsche will
endeavor to distribute available PORSCHE PRODUCTS among its dealers in a fair
and equitable manner. Upon DEALER's written request, Porsche agrees to provide
DEALER with an explanation of the method used to allocate PORSCHE PRODUCTS.

                                      -3-
<PAGE>

3.       PRICING

         DEALER agrees to purchase PORSCHE PRODUCTS according to the prices,
charges, and terms established by Porsche and in effect at the date of shipment,
including destination charges.

         Porsche shall have the right to establish and revise prices and other
terms for the sale of PORSCHE PRODUCTS and services to DEALER. All revised
pricing and/or terms of sale shall apply to any PORSCHE PRODUCTS not shipped by
Porsche at the time the notice of such change is given to DEALER (in the case of
Porsche vehicles), or upon issuance of a new or modified parts list, or through
change notices, letters, bulletins, or revision sheets (in the case of Genuine
Porsche Parts and Accessories). In the event of any increase in the prices
established by Porsche for PORSCHE PRODUCTS, DEALER will have the right to
cancel all orders affected by the increase which are pending and unfilled at the
time DEALER obtains notice of the increase, provided Porsche is notified in
writing of such cancellation within five (5) days from the time DEALER obtains
such notice.

         Payment for all PORSCHE PRODUCTS and services shall be when billed,
unless other terms are established by Porsche in writing.

4.       DELIVERY OF PORSCHE PRODUCTS

         Porsche will endeavor to deliver PORSCHE PRODUCTS to DEALER as soon as
practicable after acceptance of DEALER's order. Porsche may deliver PORSCHE
PRODUCTS by any means or carrier to DEALER's Approved Location(s) or at the
nearest practicable unloading point to DEALER's approved


                                      -4-
<PAGE>

location. DEALER shall pay to Porsche such charges as Porsche in its sole
discretion establishes for processing, handling and transportation related
services.

5.       DELAYS IN PORSCHE PRODUCT DELIVERIES

         Porsche shall not be liable, in any respect, for failures or delays in
deliveries of PORSCHE PRODUCTS, where such failure or delay is due, in whole or
in part, to matters beyond Porsche's control including, but not limited to, acts
of God, strikes, lockouts, embargoes, transportation delays, any law, regulation
or action of any governmental entity, foreign or civil wars, riots, interruption
of navigation, or the delays or failure of PORSCHE AG or its suppliers to
deliver PORSCHE PRODUCTS.

6.       DIVERSION CHARGES

         If Porsche is required to divert any PORSCHE PRODUCTS ordered by DEALER
because of DEALER's failure or refusal to accept such PORSCHE PRODUCTS, DEALER
agrees to pay all charges incurred by Porsche as a result of such diversion
including, but not limited to, all charges incurred by Porsche in returning the
PORSCHE PRODUCTS to the point of original shipment or directing them to another
destination point, whichever is less, plus all reasonable charges for demurrage
or storage related to such diversion.

7.       RISK OF LOSS AND DAMAGE CLAIMS AGAINST CARRIERS

         Risk of loss or damage to any PORSCHE PRODUCT sold to DEALER shall pass
to DEALER upon delivery of the PORSCHE PRODUCTS to DEALER,


                                      -5-
<PAGE>




or its authorized agent, or to a common carrier for delivery to DEALER whichever
shall first occur.

         Upon delivery of any PORSCHE PRODUCTS to DEALER, DEALER shall conduct
an inspection and shall note any deficiency or damage in the PORSCHE PRODUCTS so
delivered. DEALER shall promptly notify Porsche of any deficiency or damage, and
shall, if so directed by Porsche, file claims against the transportation carrier
for damage. Porsche agrees, upon request by DEALER, to assist DEALER in recovery
against any transportation carrier for damage to PORSCHE PRODUCTS shipped
hereunder. Failure by DEALER to conduct an inspection of the PORSCHE PRODUCTS
upon delivery to DEALER, and/or to promptly notify Porsche of any deficiency or
damage shall constitute a waiver by DEALER of Porsche's obligations to process
any claim, and DEALER shall be solely responsible for asserting and processing
any such claim against the transportation carrier.

         To the extent required by Porsche's established policies and procedures
and applicable law, DEALER shall notify the purchaser of a vehicle of any
damages sustained by such vehicle prior to sale. DEALER shall indemnify and hold
Porsche harmless from any liability resulting from DEALER's failure to so notify
purchasers.

8.       TITLE

         Title to each PORSCHE PRODUCT shall pass from Porsche to DEALER, or the
financial institution designated by DEALER, upon delivery of PORSCHE


                                      -6-

<PAGE>

PRODUCTS to DEALER, DEALER's agent or to a carrier for transportation to DEALER,
whichever occurs first.


9.       TAXES

         DEALER shall be responsible for and agrees to pay all local, state,
federal, and other applicable taxes, of any kind, including, but not limited to,
sales taxes, use taxes, excise taxes and other municipal charges imposed, levied
or based upon the sale of PORSCHE PRODUCTS by DEALER and file tax returns
related to its operations. DEALER also agrees to hold Porsche harmless from any
claims or demands made by any taxing authority with respect thereto. DEALER
shall maintain accurate records with respect to applicable taxes.

10.      CHANGES IN PORSCHE PRODUCTS

         Porsche AG and/or Porsche reserve the right, at any time, to change the
design or specification of any PORSCHE PRODUCT, or the options in any PORSCHE
PRODUCT, without notice to DEALER and, unless required by law, without
obligation to make any similar change upon any PORSCHE PRODUCT previously
purchased by or shipped to DEALER. No change shall be considered a model year
change unless so specified by Porsche.

11.      DISCONTINUANCE OF MANUFACTURE OR SALE OF PORSCHE PRODUCTS

         Porsche reserves for itself and PORSCHE AG the right to discontinue the
manufacture, importation, distribution or sale of any PORSCHE PRODUCT without
notice to DEALER and without incurring any obligation or liability to DEALER,
either with respect to any PORSCHE PRODUCT previously ordered or purchased by
DEALER, or otherwise, except as provided by applicable law.

                                      -7-
<PAGE>




12.      PORSCHE PRODUCT MODIFICATIONS

         DEALER agrees that it will not install after-market accessories or make
any modification to Porsche vehicles that may impair or adversely affect a
vehicle's safety, emissions, structural integrity or performance. DEALER further
agrees that it will not alter, in any way, the name of any PORSCHE PRODUCTS it
sells or offers for sale.

                      SECTION C: DEALER PROMOTION AND SALES
                               OF PORSCHE PRODUCTS

1.       GENERAL RESPONSIBILITIES OF DEALER

         DEALER recognizes that customer satisfaction and the successful
promotion and sale of PORSCHE PRODUCTS are crucial to the mutual benefit of
DEALER and Porsche and are dependent upon DEALER's advertising and sale
promotion activities. DEALER shall actively, ethically and effectively promote
through DEALER's own advertising and sale promotion activities, the purchase of
PORSCHE PRODUCTS by customers. Therefore, DEALER agrees to use its best efforts
to actively promote, through its own advertising and sales promotion activities,
the purchase and use of PORSCHE PRODUCTS at retail in DEALER's Primary Area of
Responsibility ("PAR"). DEALER agrees to comply with Porsche's "Dealer Operating
Standards" and to maintain and display, at all times, a minimum of PORSCHE
PRODUCTS as may be established by Porsche from time to time.

                                      -8-
<PAGE>




2.       SALES AND PERFORMANCE EVALUATION

         Porsche will define a geographic area designated as a PAR within which
Porsche will evaluate DEALER's performance of its sales obligations hereunder.
DEALER's PAR may be modified by Porsche at any time, subject to applicable law.
Dealer acknowledges that Porsche's designation of a PAR does not confer upon
DEALER any exclusive right or interest in such geographic area. Subject to
applicable law, Porsche may add, relocate, or replace dealers in DEALER's PAR.

         Porsche will periodically evaluate DEALER's sales and marketing
performance based on such criteria as Porsche may establish including, by way of
example, consumer satisfaction and the relationship of sales and registrations
of Porsche vehicles to sales, and registrations of competitive vehicles within
DEALER's PAR. Porsche agrees to provide DEALER with periodic written performance
evaluations that set forth the evaluative criteria and DEALER's performance
relative thereto. DEALER agrees to take such action as may be required to
correct any deficiencies affecting DEALER's sales opportunities and performance.

                     SECTION D: SERVICING PORSCHE PRODUCTS

1.       GENERAL RESPONSIBILITIES OF DEALER

         DEALER and Porsche agree that the success and future growth of Porsche
and DEALER are substantially dependent upon the customers' ability to obtain
high-quality vehicle service. Therefore, DEALER agrees to establish and maintain
a quality service and parts organization and facility in compliance with
Porsche's "Dealer Operating Standards." DEALER further agrees to provide

                                      -9-
<PAGE>
service and parts to all Porsche vehicles whether or not under warranty, and
whether or not the Porsche vehicle to be serviced was purchased from DEALER.
DEALER further agrees to take all reasonable steps to ensure that service needs
of DEALER's customers are accurately diagnosed, that the customers are advised
of the specific service needs, that their consents are obtained prior to the
initiation of any repair, that the repairs are professionally performed, and
that the customers are treated courteously and fairly at all times.

2.       NEW MOTOR VEHICLE PRE-DELIVERY SERVICE

         DEALER shall perform pre-delivery inspections and service on each
Porsche vehicle in accordance with Porsche standards. The pre-delivery
inspections and service shall be verified by DEALER in a form or manner approved
by Porsche. DEALER shall retain a legible copy or record of each pre-delivery
inspection, and provide conformed copies to the purchaser and Porsche. Porsche
will pay DEALER for each pre-delivery inspection and service in accordance with
procedures and rates established from time to time by Porsche, which as amended,
are incorporated herein by reference.

3.       WARRANTY REPAIRS AND SPECIAL POLICY ADJUSTMENTS

         DEALER agrees to perform warranty repairs on each PORSCHE PRODUCT that
qualifies for such repairs under the provisions of any warranty furnished
therewith by Porsche or PORSCHE AG. DEALER further agrees to perform such other
inspections and/or repairs of PORSCHE PRODUCTS as may be approved by Porsche to
be made at Porsche's expense (hereinafter "Special Policy Adjustments"). In
performing warranty repairs and/or Special Policy


                                      -10-
<PAGE>




Adjustments on PORSCHE PRODUCTS for which Porsche has agreed to pay DEALER,
DEALER agrees to use Genuine Porsche Parts and Accessories actually sold by
Porsche to DEALER, unless otherwise approved by Porsche. Porsche shall
compensate DEALER for all warranty work and Special Policy Adjustments in
accordance with procedures and rates established from time to time by Porsche,
and in accordance with applicable law.

4.       CAMPAIGN INSPECTIONS AND CORRECTIONS

         DEALER agrees to perform such campaign inspections and/or corrections
for owners and users of PORSCHE PRODUCTS that qualify for such inspections
and/or corrections, regardless of where, or from whom, such products were
purchased. DEALER further agrees to comply with all procedures relating thereto
in accordance with applicable bulletins, manuals, directives, and technical data
issued from time to time by Porsche to DEALER. Porsche agrees to pay DEALER for
all replacement parts and/or other materials required and used in connection
with such work, and for labor in accordance with procedures and rates
established from time to time by Porsche, and in accordance with applicable law.

5.       WARRANTY DISCLOSURES AS TO NON-GENUINE PARTS AND ACCESSORIES

         In order to avoid confusion and to minimize potential customer
dissatisfaction, in any instance where DEALER sells, installs or uses other than
Genuine Porsche Parts or Accessories, DEALER shall disclose such fact to the
customer and shall advise the customer that these items are not included in
warranties furnished by Porsche.

                                      -11-
<PAGE>




6.       COMPLIANCE WITH SAFETY AND EMISSION CONTROL REQUIREMENTS

         DEALER agrees to comply and operate consistently with all applicable
provisions of the National Traffic and Motor Vehicle Safety Act of 1966, and the
Federal Clean Air Act, as amended, including applicable rules and regulations
issued from time to time thereunder, and all other applicable federal, state,
and local motor vehicle safety and emission control statutes, rules, and
regulations.

         In the event that the laws of the state in which DEALER is located
require motor vehicle dealers or distributors to install in new or used motor
vehicles, prior to their retail sale, any safety devices or other equipment not
installed or supplied as standard equipment by PORSCHE AG, then DEALER, prior to
the sale of any Porsche vehicle on which such installations are required, shall
properly install such devices or equipment on such Porsche vehicles. DEALER
shall comply with state and local laws pertaining to the installation and
reporting of such equipment. Porsche agrees to pay DEALER for all parts and/or
other materials required and used in connection with such work and for labor
according to the procedures and rates established from time to time by Porsche,
and in accordance with applicable law.

         In the interest of motor vehicle safety and emission control, Porsche
and DEALER agree to provide to each other such information and assistance as may
reasonably be requested by the other in connection with the performance of
obligations imposed on either party by the National Traffic and Motor Vehicle
Safety Act of 1966, and the Federal Clean Air Act, as amended, and their rules


                                      -12-
<PAGE>




and regulations, and all other applicable federal, state and local motor vehicle
safety and emissions control statutes, rules and regulations.

7.       INVENTORIES OF PARTS AND ACCESSORIES

         DEALER and Porsche recognize that the owners and users of Porsche
vehicles may reasonably expect that DEALER will have Genuine Porsche Parts and
Accessories immediately available for purchase or installation. DEALER,
therefore, agrees to carry in stock, at all times, an inventory of Genuine
Porsche Parts and Accessories, or Porsche Authorized Parts and Accessories,
sufficient to enable DEALER to fulfill customer demands, warranty repairs and
its service obligations under this Agreement.

8.       EQUIPMENT AND SPECIAL TOOLS

         DEALER agrees to acquire and properly maintain adequate service
equipment and such special and essential tools as are required to enable DEALER
to fulfill its service obligations under this Agreement.

9.       COMPLIANCE WITH CONSUMER PROTECTION STATUTES AND REGULATIONS

         Because certain customer complaints may impose liability upon Porsche
         under various repair or replace laws or other consumer protection laws
         and regulations, DEALER agrees to provide prompt notice to Porsche of
         such complaints and take such other steps as Porsche may reasonably
         require. DEALER will do nothing to affect adversely Porsche's rights
         under such laws and regulations.


                                      -13-

<PAGE>




10.      EVALUATION OF DEALER'S SERVICE AND PARTS PERFORMANCE

         Porsche will periodically evaluate DEALER's service and parts
performance based on criteria such as DEALER's service management and operating
procedures, consumer satisfaction, warranty administration, new vehicle
pre-delivery service, parts operation, DEALER's compliance with Porsche's
"Dealer Operating Standards," as amended from time to time, and this Agreement.
Porsche agrees to provide DEALER with periodic written service and parts
performance evaluations that set forth the evaluative criteria and DEALER's
performance relative thereto. DEALER agrees to take such action as may be
required to correct any deficiencies affecting DEALER's service and parts
performance.

                          SECTION E: PORSCHE ASSISTANCE

1.       TRAINING PROGRAMS

         Porsche agrees to provide sales, service, and parts training programs
to DEALER's personnel, at such times and locations as are reasonable. Consistent
with the subject matter of each program offered and/or sponsored by Porsche,
DEALER shall require the attendance of appropriate personnel. Unless otherwise
agreed, in writing, by Porsche, DEALER shall be solely responsible for all
compensation and travel costs due and/or incurred by DEALER personnel in
attending any such program.

2.       MANUALS AND MATERIALS

         Porsche agrees to provide DEALER copies of its current service and
parts manuals, bulletins, and technical data publications for use by DEALER's
service


                                      -14-
<PAGE>




and parts organizations as Porsche deems necessary for the needs of DEALER's
service and parts organization. DEALER shall keep such material current and
available for consultation by DEALER's personnel.

3.       FIELD PERSONNEL

         Porsche agrees to make available field service personnel who, from time
to time, will advise and counsel DEALER's personnel on sales, service, and
parts-related subjects, including changes in PORSCHE PRODUCTS, technical service
problems, inventory control, repair and replacement of PORSCHE PRODUCT
components, service and parts merchandising, customer relations, warranty
administration, and personnel training.

4.       ADVERTISING

         Porsche will establish and maintain general advertising programs to
promote the sale of PORSCHE PRODUCTS and will, from time to time, offer sales
promotion and campaign materials to DEALER. DEALER agrees to cooperate in
Porsche's advertising programs and to fully utilize the materials offered DEALER
by Porsche.

                             SECTION F: FACILITIES.

1.       EVALUATION OF DEALERSHIP FACILITIES

         In order for Porsche to establish an effective network of authorized
Porsche dealers, DEALER shall provide, and at all times maintain, attractive
dealership facilities at the Approved Location(s) that satisfy the image, size,
layout, interior design, color, equipment and identification and other factors
established by Porsche, and as set forth in Porsche's "Dealer Operating
Standards," as amended

                                      -15-
<PAGE>




from time to time. DEALER shall meet the minimum facility standards and policies
as set forth in Porsche's "Dealer Operating Standards."

         Porsche will periodically evaluate DEALER's facilities so as to ensure
compliance with Porsche's "Dealer Operating Standards," and DEALER'S obligations
under this Agreement. Porsche agrees to provide DEALER with periodic facility
evaluations that set forth the evaluative criteria and DEALER's compliance
relative thereto. DEALER agrees to take such action as may be required to bring
its facilities into compliance with Porsche's reasonable current requirements
for dealership operations.

2.       SIGNS

         Subject to applicable governmental regulations, DEALER agrees, at its
sole expense, to erect, display and maintain at the dealership's Approved
Location(s) signage specified by Porsche which conforms to Porsche's corporate
identification program

3.       HOURS OF OPERATION

         DEALER agrees to maintain its facilities open for business during such
hours and days as are customary and lawful for such operations in the community
or state in which DEALER is located and in accordance with industry standards.
DEALER acknowledges that all sales, service, and parts operations must be fully
staffed and operating for the dealership to be considered open at any particular
time.

                                      -16-
<PAGE>




4.       USE OF PORSCHE TRADEMARKS

         Porsche, or its affiliated companies, are the exclusive owners of the
various trademarks, service marks, trade names and designs that they use in
connection with the sale of PORSCHE PRODUCTS (hereinafter "Porsche Marks").
Porsche grants to DEALER the non-exclusive, non-transferable right to display
and use, at its Approved Location(s), the various Porsche Marks during the term
of this Agreement. No entity owned by, or affiliated with, DEALER or its owners
may use Porsche Marks without Porsche's prior written approval. The Porsche
Marks may not be used as part of DEALER'S name or trade name or as part of any
internet domain name used by DEALER without Porsche's prior written approval.
DEALER agrees to promptly change or discontinue the display and use of any
Porsche Marks if so requested by Porsche. DEALER also agrees to discontinue any
advertising or other use of the Porsche Marks that Porsche believes in its sole
discretion to be injurious to Porsche's business of reputation of the Porsche
Marks. DEALER agrees that it does not have the authority to grant permission to
any other person or entity to use any Porsche Marks.

         Upon termination or expiration of the Agreement, DEALER agrees to
immediately discontinue the use and display of all Porsche Marks, or any
semblance of same, including without limitation, the use of all stationery,
telephone directory listing, and other printed material referring in any way to
Porsche or bearing any Porsche Mark. DEALER further agrees to immediately remove
all signage bearing any Porsche Marks and to discontinue the use of any
telephone number(s) associated solely with the sale or servicing of PORSCHE


                                      -17-
<PAGE>
PRODUCTS. Should any Porsche Marks be part of DEALER's name or trade name,
DEALER agrees to discontinue the use of the Porsche Marks, or any semblance of
same, as part of its business or corporate name, and to file a change or
discontinuance of such name with the appropriate authorities. DEALER also agrees
to cease representing itself as an authorized Porsche Dealer and to refrain from
any action, including without limitation, and advertisement, statement or
implication that it is authorized to sell or distribute PORSCHE PRODUCTS.


         If Porsche commences litigation to enforce DEALER's compliance with
this Section F(4), the prevailing party in such litigation shall be entitled to
an award of any costs and expenses incurred, including reasonable attorneys'
fees.

                         SECTION G: CAPITAL AND FLOORING

1.       NET WORKING CAPITAL STANDARDS

         DEALER agrees to establish and maintain actual net working capital in
an amount not less than the minimum net working capital specified in the PORSCHE
DEALER MINIMUM NET WORKING CAPITAL AGREEMENT executed by DEALER and Porsche
concurrently with this Agreement. If, because of changed conditions or revisions
to Porsche's "Dealer Operating Standards," Porsche deems it necessary to modify
the minimum net working capital required of DEALER, DEALER agrees to enter into
a revised Minimum Net Working Capital Agreement and to meet the new minimum net
working capital requirement within a reasonable period of time as established by
Porsche.

                                      -18-
<PAGE>

2.       FLOORING

         DEALER recognizes that its ability to fulfill its obligations under
this Agreement is dependent upon its maintenance of flooring which is sufficient
to sustain its ongoing operations. DEALER agrees to obtain and maintain, at all
times during the term of this Agreement, a flooring arrangement with a financial
institution acceptable to Porsche in an amount sufficient to enable DEALER to
perform its sales and service obligations as required by this Agreement. Subject
to the foregoing obligations, DEALER is free to do its financing business,
wholesale, retail or both, with whomever it chooses and to the extent it
desires.

3.       PAYMENT TERMS AND SETTLEMENT OF ACCOUNTS

         All monies or accounts due DEALER from Porsche will be considered net
of DEALER's obligations to Porsche on DEALER's parts/open account. Porsche may
deduct or offset any amounts due or to become due from DEALER to Porsche, or any
amounts held by Porsche, from or against any sums or accounts due or to become
due from Porsche to DEALER. Payments by DEALER to Porsche shall be made by
electronic bank debit or in any other manner prescribed by Porsche and shall be
applied against DEALER's indebtedness in accordance with Porsche's policies and
practices. Porsche shall have the right to apply payments received from DEALER
to any amount owed to Porsche, in Porsche's sole discretion. All obligations
owed by DEALER to Porsche shall be due and payable when billed, unless other
terms are established by Porsche in writing.

         DEALER agrees that, as a condition for approval of a new Agreement or
transfer of ownership, DEALER must first make arrangements acceptable to


                                      -19-
<PAGE>




Porsche to satisfy any outstanding obligations to Porsche on DEALER's parts/open
account.

                     SECTION H: DEALER RECORDS AND REPORTS,
                                RIGHT TO INSPECT

1.       ACCOUNTING SYSTEM

         DEALER agrees to maintain current books of account and other financial
books and records in accordance with an accounting system and practices approved
by Porsche so as to enable Porsche to develop comparative operating data for its
dealer organization.

2.       FINANCIAL STATEMENTS

         On or before the tenth (10th) day of each calendar month, on such forms
as Porsche reasonably may require, DEALER agrees to deliver to Porsche in a
format prescribed by Porsche a complete and accurate financial and operating
statement reflecting DEALER's Porsche operations for the preceding month, and
DEALER's total Porsche operations from the beginning of the calendar year to the
end of the preceding month. DEALER further agrees to deliver to Porsche within
three and one-half (3 1/2) months after the end of the calendar year, a
financial and operating statement for such year which includes any year-end
adjustments and which show the true condition of DEALER's business. DEALER
agrees to deliver all such information to Porsche via Porsche's electronic
communications network, or in any other manner designated by Porsche. DEALER
further agrees to acquire or maintain, at its sole expense, Porsche specified
electronic data processing hardware and application programs


                                      -20-
<PAGE>




necessary to store and transmit financial and other business data to Porsche. In
the event Porsche so requires in writing, DEALER agrees to have such financial
and operating statement(s) reviewed by a certified public accountant.

3.       SALES RECORDS AND REPORTS

         DEALER agrees to furnish to Porsche, on such forms and in such manner
as Porsche may require, complete and accurate reports of DEALER's sales,
leasing, and inventories of PORSCHE PRODUCTS. DEALER agrees to report accurately
to Porsche at the end of each business day such information as Porsche may
require with respect to DEALER's sales and/or leasing of Porsche vehicles. If
DEALER becomes aware that any information submitted to Porsche is or has become
inaccurate, DEALER agrees to immediately take all steps necessary to advise
Porsche of, and to correct such inaccuracy. Regardless of any retention period
required by any governmental entity DEALER agrees to retain all such records for
a minimum of three (3) years.

4.       SERVICE RECORDS

         Regardless of any retention period required by any governmental entity
DEALER agrees to retain for a period of three (3) years all records in support
of applications for payment of pre-delivery inspection and service, warranty
repairs, Special Policy Adjustments, campaign inspections and corrections
performed by DEALER, claims for parts compensation, and applications for
discounts, allowances, refunds or credits.

                                      -21-
<PAGE>




5.       INSPECTION

         Porsche, through its representatives, employees, or other designees,
shall have the right, upon reasonable notice, and for any reason whatsoever, at
all reasonable times during regular business hours, to inspect DEALER's
facilities and to examine and make copies of all records and accounts of DEALER
relating to DEALER's sales, servicing, and repair of PORSCHE PRODUCTS. DEALER
agrees to cooperate fully with Porsche so as to facilitate any such inspection.
DEALER shall also provide access to Porsche to records kept by DEALER or on its
behalf at locations other than DEALER's facility. If requested by DEALER,
Porsche agrees to review the report with DEALER and to provide a copy of the
report of the examination or audit of DEALER.

6.       CONFIDENTIALITY

         Porsche agrees not to furnish to any third party financial statements
or other data designated by DEALER as confidential, excluding sales, leasing,
and servicing records or reports submitted by DEALER to Porsche, except as an
unidentified part of a composite or comparative coded report, unless disclosure
is authorized by DEALER, required by law, regulation, or judicial, arbitral or
administrative process, is pertinent to judicial, arbitral or administrative
proceedings, is required to effectuate the terms and conditions of this
Agreement, or required in connection with any dispute or proceeding between the
parties.

                                      -22-
<PAGE>




                              SECTION I: WARRANTIES

         DEALER acknowledges and agrees that the only warranties applicable to
each new PORSCHE PRODUCT sold by Porsche to DEALER shall be the written warranty
or warranties expressly furnished by Porsche, PORSCHE AG, or the manufacturer of
the PORSCHE PRODUCT. Except for the express limited liability under such written
warranties, Porsche and PORSCHE AG do not assume any other warranty obligations
or liability. DEALER is not authorized to assume any additional warranty
obligations on behalf of Porsche or PORSCHE AG. Any obligations or liabilities
assumed by DEALER shall be the sole responsibility of DEALER. DEALER agrees to
provide to the purchasers of PORSCHE PRODUCTS any owner's manual, warranty
booklet, and other owner information that Porsche may provide to DEALER for
delivery with such PORSCHE PRODUCTS. DEALER agrees to abide by and implement in
all other respects Porsche's warranty procedures as then in effect.

                           SECTION J: INDEMNIFICATION

1.       INDEMNIFICATION BY PORSCHE

         Conditioned upon and subject to the provisions set forth in this
section, Porsche agrees to assume the defense and to indemnify DEALER and hold
it harmless against any claims asserted against DEALER in any action involving
PORSCHE PRODUCTS and allegations of:

         a.       breach of a warranty provided by Porsche or PORSCHE AG
unrelated to, and not resulting from, DEALER's service and/or repair of the
PORSCHE PRODUCT at issue;

                                      -23-
<PAGE>




         b.       bodily injury or property damage caused solely by an alleged
defect in design, manufacture, or assembly of a PORSCHE PRODUCT, except for any
manufacturing defect in tires sold by Porsche to DEALER, provided that the
defect could not have been discovered by DEALER during the pre-delivery
inspection required by Section D (2) of this Agreement;

         c.       any misrepresentations or unfair or deceptive trade practices
of Porsche;

         d.       any substantial damage to a PORSCHE PRODUCT repaired by
Porsche or PORSCHE AG prior to the delivery to DEALER, its agent, or designated
carrier for transportation

         Porsche shall have no obligation to defend, indemnify, or hold DEALER
harmless if:

         a.       DEALER fails to provide Porsche with written notification
within thirty (30) days of the assertion of such claim or the commencement of
litigation against DEALER, or within thirty (30) days of discovery of facts
giving rise to indemnification, which ever is sooner, and to provide copies of
any pleadings which have been served, together with all information then
available, regarding the circumstances giving rise to the action or litigation;

         b.       the claim or litigation alleges DEALER misconduct, including
but not limited to, improper or unsatisfactory service or repair
misrepresentations, any claim of DEALER's unfair or deceptive trade practices,
or any claim of improper environmental or workplace practices or conditions;

         c.       the PORSCHE PRODUCT was altered by, or for, DEALER;

                                      -24-
<PAGE>




         d.       DEALER refuses to cooperate fully in the defense of such claim
or litigation in such manner and to such extent as Porsche reasonably requires.

         DEALER agrees to pay all attorney fees and costs incurred by it prior
to Porsche's assumption of DEALER's defense, and thereafter to the extent DEALER
engages attorneys in addition to those engaged by Porsche.

         DEALER further agrees that Porsche or PORSCHE AG may offset any
recovery on DEALER's behalf against any indemnification that may be required
hereunder.

2.       INDEMNIFICATION BY DEALER

         Conditioned upon and subject to the provisions set forth in this
section, DEALER agrees to assume the defense and indemnify Porsche and PORSCHE
AG and hold them harmless against any claims asserted against either or both, in
any action concerning or alleging:

         a.       DEALER's failure to comply, in whole or in part, with any
obligation of DEALER under this Agreement;

         b.       DEALER's negligence in connection with the repair or servicing
of any PORSCHE PRODUCT or any product sold, serviced, and/or repaired by DEALER;

         c.       DEALER's modification to, or alteration of, a PORSCHE PRODUCT,
except those made pursuant to the express written instructions or approval of
Porsche;

         d.       DEALER's breach of a contract or agreement with DEALER's
customer or third-party;

                                      -25-
<PAGE>




         e.       DEALER's misleading statements, misrepresentations, or
deceptive or unfair practices;

         f.       DEALER's hiring, retention, or termination of any employee,
agent, officer, or owner.

         DEALER shall have no obligation to defend, indemnify, or hold Porsche
or PORSCHE AG harmless if:

         a.       Porsche and/or PORSCHE AG fail to provide DEALER with
notification within thirty (30) days of the assertion of such claim, or the
commencement of such litigation, against Porsche and/or PORSCHE AG, or within
thirty (30) days of discovery of facts giving rise to indemnification, whichever
is sooner, and to provide copies of any pleadings which have been served
together with all information then available regarding the circumstances giving
rise to the action or lawsuit;

         b.       Porsche and/or PORSCHE AG refuse to cooperate fully in the
defense of such claim or litigation, in such manner and to such extent, as
DEALER reasonably requires;

         c.       the claim or litigation involves allegations of liability
premised upon separate Porsche and/or PORSCHE AG conduct or omissions.

         Porsche agrees to pay all attorney fees and costs incurred prior to
DEALER's assumption of defense, and thereafter, to the extent Porsche and/or
PORSCHE AG engage attorneys in addition to those engaged by DEALER.

                                      -26-
<PAGE>




3.       CONDITIONS/EXCEPTIONS TO INDEMNIFICATION

         Whenever an action or complaint alleges liability on the part of
Porsche and/or PORSCHE AG and DEALER which would require each to defend and
indemnify the other pursuant to the terms of this Section, each party shall be
responsible for its own defense, including costs and attorneys' fees. The
responsibility of Porsche and/or PORSCHE AG and DEALER pursuant to this
subsection (3), shall in no way affect, or alter, the legal rights, if any, one
of the parties may have to indemnification or contribution from the other.

         Upon receipt of written notification of a claim or lawsuit and a
request for a defense and/or indemnification, a party shall have thirty (30)
days to conduct an investigation to determine whether or not, or under what
conditions, it will agree to defend and/or indemnify. During the thirty (30)-day
investigation period, the requesting party shall have a continuing duty to avoid
undue prejudice to the other party, to mitigate damage, and to protect its own
interests.

         The party accepting the request for defense and/or indemnification
shall have right to engage counsel of its choosing. A party may make its defense
and/or indemnification conditioned on the continued existence of the state of
facts as then known to such party, and may provide for the withdrawal of such
defense and/or indemnification at such time as facts arise which, if known at
the time of the original request, would have caused the party to refuse such a
request.

         If subsequent developments and/or amendments to the initial allegations
affect a party's rights under this Section, the party so affected may retender
or


                                      -27-
<PAGE>




withdraw from the agreement to defend and/or indemnify, as appropriate. A party
withdrawing from its agreement to defend and/or indemnify shall give timely
written notice which shall be effectual upon receipt. The withdrawing party
shall be responsible for all costs and expenses of defense, up to the date of
the other party's receipt of the notice of withdrawal.

         The defense, indemnification, and hold harmless obligations of this
Agreement shall survive the termination of this Agreement.

            SECTION K: SALE OF PRINCIPAL ASSETS OR MAJORITY OWNERSHIP
                               INTEREST OF DEALER

1.       SALE OF PRINCIPAL ASSETS

         DEALER agrees to obtain Porsche's prior written approval of any
proposed disposition of DEALER's principal assets. DEALER shall give Porsche a
minimum of ninety (90) days' prior written notice of any proposed disposition or
sale. Porsche shall have the right, subject to applicable law, to withhold its
consent should Porsche determine that any such proposed disposition or sale of
DEALER's principal assets would preclude DEALER from successfully fulfilling its
obligations under this Agreement.

2.       PORSCHE'S RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE

         Subject to applicable law, Porsche shall have the first right of
refusal or option to purchase the dealership assets, stock or ownership
interests if DEALER proposes to sell DEALER's principal assets, or the owners of
DEALER propose to sell a majority ownership interest in DEALER, or in the event
of the death or incapacity of the majority owner of DEALER. Porsche shall not
have such a right



                                      -28-
<PAGE>

of first refusal or option to purchase in the event of (i) a buy/sell where the
proposed buyer is an immediate family member of DEALER and who qualifies under
Porsche's standards for ownership of DEALER; (ii) a buy/sell to an individual
for whom there is a current Successor Addendum in effect pursuant to Section M
below; (iii) the death or incapacity of the majority owner where the successor
or heir qualifies under Porsche's standards for ownership; or (iv) the death or
incapacity of the majority owner whether there is a current Successor Addendum
in effect for the heir. Porsche's right of first refusal or option to purchase
shall include the right of first refusal or option to acquire any leasehold
interest or real property used in DEALER's business where such interest or
property is being transferred by DEALER, Owner or any entity controlled by
DEALER or Owner (an "Affiliate") in connection with the sale of the dealership
assets or stock.

         Porsche's exercise of its right or option under this Section supersedes
any right or attempt by DEALER to transfer its interest in, or ownership of, the
dealership. Porsche's right or option may be assigned by it to any third party
and Porsche hereby guarantees the full payment to DEALER of the purchase price
by such assignee. Porsche's guarantee shall not extend to the assignee's
obligations under any lease, consulting or other agreement which, by its terms,
extends beyond the closing of the purchase and sale of the dealership assets or
stock. Porsche may disclose the terms of any pending buy/sell agreement and any
other relevant dealership performance information to any potential assignee.
Porsche's



                                      -29-
<PAGE>




rights under this Section will be binding on and enforceable against any
successor in interest of DEALER or purchaser of DEALER's assets or stock.

         Porsche shall have forty-five (45) days, unless a lesser time is
required by applicable state law, from the following events within which to
exercise its right of first refusal or option: (1) Porsche's receipt of all data
and documentation customarily required by it to evaluate a proposed transfer of
ownership, including all documents relating to the proposed transaction; or (2)
Porsche's receipt of written notice from DEALER of the death of the majority
owner of DEALER; or (3) Porsche's disapproval of any application submitted by an
Owner's heir pursuant to Section M(2) below.

         If DEALER has entered into a bona fide written buy/sell agreement for
its dealership business or assets, Porsche's right under this Section is a right
of first refusal, enabling Porsche to assume the buyer's rights and obligations
under such buy/sell agreement, and to cancel this Agreement and all rights
granted DEALER. Upon Porsche's request, DEALER agrees to provide other documents
relating to the proposed disposition or sale and any other information which
Porsche deems appropriate including, but not limited to, those documents
reflecting other agreements or understandings between the parties to the
buy/sell agreement. Refusal to provide such documentation, or to state that no
such documents exist, shall create the presumption that the buy/sell agreement
is not a bona fide agreement.

         If any of the proposed consideration for the proposed sale or transfer
consists of anything other than cash, a cash equivalent or a promissory note,


                                      -30-
<PAGE>




Porsche, as the holder of the right of first refusal, shall have the right to
pay, in lieu of such form of consideration, cash in an amount equal to the fair
market value of such consideration. The promissory note of Porsche or any third
party if guaranteed by Porsche shall be deemed the equivalent of any third party
promissory note included in the proposed consideration.

         Porsche's exercise of its right of first refusal under this Section
shall neither be dependent upon nor require its prior consideration of or
refusal to approve the proposed buyer or transferee. However, where Porsche
exercises its right of first refusal pursuant to this Section, it shall be
obligated to reimburse the reasonable fees and expenses to the proposed buyer or
transferee with whom the DEALER had entered into a bona fide buy/sell.

         In the event of the death or incapacity of a majority owner (subject to
the limitations set forth in Section K(2) above and in Section M below), or if
DEALER submits a proposal which Porsche determines is not bona fide or in good
faith, Porsche has the option to purchase the principal assets of DEALER
utilizing the dealership business, including real estate and leasehold interest,
and to cancel this Agreement and the rights granted DEALER. The purchase price
of the dealership assets will be determined by good faith negotiations between
the parties. If an agreement cannot be reached, the purchase price will be
exclusively determined by binding arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association. The site of the
arbitration shall be the office of the American Arbitration Association in the
locality nearest DEALER's Approved Location.


                                      -31-

<PAGE>




         Upon Porsche's exercise of its right or option and tender of
performance under the buy/sell agreement, or upon whatever terms may be
expressed in the buy/sell agreement, DEALER shall forthwith transfer the
affected real property by warranty deed conveying marketable title, free and
clear of all liens, claims, mortgages, encumbrances, tenancies and occupancies.
The warranty deed shall be in proper form for recording, and DEALER shall
deliver complete possession of the property and deed at the time of closing.
DEALER shall also furnish to Porsche all copies of any easements, licenses or
other documents affecting the property or dealership operations and shall assign
any permits or licenses that are necessary or desirable for the use of, or
appurtenant to, the property or the conduct of such dealer operations. DEALER
also agrees to execute and deliver to Porsche instruments satisfactory to
Porsche conveying title to all personal property, including leasehold interests,
involved in the transfer or sale to Porsche. If any personal property is subject
to any lien or change of any kind, DEALER agrees to procure the discharge and
satisfaction thereof prior to the closing of sale of such property to Porsche.

                             SECTION L: TERMINATION

1.       VOLUNTARY TERMINATION BY DEALER

         DEALER may voluntarily terminate this Agreement at any time by giving
written notice to Porsche. Unless otherwise agreed to in writing by Porsche and
DEALER, the voluntary termination shall be effective thirty (30) days after
Porsche's receipt thereof.

                                      -32-
<PAGE>




2.       TERMINATION DUE TO CERTAIN ACTS OR EVENTS

         Porsche and DEALER agree that the following acts and events, which are
in the control of DEALER, or originate from actions taken by DEALER or its
owners and/or General Manager, are so contrary to the spirit and purpose of this
Agreement as to warrant its termination. Accordingly, DEALER agrees that if it
engages in any of the following types of conduct, Porsche shall have the right
to terminate this Agreement:

         a.       failure of DEALER to conduct sales and service operations
during customary business hours for seven (7) consecutive business days, except
for acts of God, or circumstances beyond the direct control of DEALER, such as
fires, floods, earthquakes or other acts of God;

         b.       insolvency of DEALER or the voluntary filing by DEALER of a
petition in bankruptcy, or the filing of a petition to have DEALER declared
bankrupt, providing the petition is not vacated within thirty (30) days of the
appointment of a receiver or trustee for DEALER or DEALER's business who is not
removed within thirty (30) days, or any levy under attachment, execution or
similar process, or the execution of an assignment for the benefit of creditors,
or any process of law by which a third party acquires rights to the ownership or
operation of DEALER;

         c.       conviction in any court of competent jurisdiction of DEALER,
or an owner of DEALER, of any crime which is punishable by imprisonment, or if
DEALER or any owner of DEALER pleads guilty or no contest to any felony; or the
finding by any government agency or court that DEALER has committed

                                      -33-
<PAGE>




unfair business practices which, in the reasonable opinion of Porsche, would
materially compromise DEALER's reputation with the public;

         d.       suspension or revocation of a license that DEALER is required
to have to operate the dealership where the suspension or revocation is for a
period in excess of thirty (30) days;

         e.       any misrepresentation to Porsche by DEALER, or any DEALER
owner or General Manager, in applying for this Agreement or for approval as
owner or General Manger of DEALER;

         f.       submission by DEALER to Porsche of false reports, statements,
or claims for reimbursement, sales incentives, refunds, rebates or credits;
submission of false financial information or false sales reporting data; or the
making or submission by DEALER of a false report or statement relating to
pre-delivery preparation, testing, warranties, servicing, repairing, or
maintenance required by Porsche;

         g.       any change, whether voluntary or involuntary, in the General
Manager or ownership of DEALER, without the prior written approval of Porsche;

         h.       any attempted or actual sale, transfer or assignment by DEALER
of this Agreement, or any of the rights granted it under this Agreement, or any
attempted or actual transfer or assignment or delegation by DEALER, of any of
the responsibility assumed by it under this Agreement without the prior written
approval of Porsche;

         i.       the conduct, directly or indirectly, of any dealership
operation at any

                                      -34-
<PAGE>




location other than those specifically approved herein for such operation
without the prior written approval of Porsche;

         j.       any sale or transfer, by operation of law or otherwise, or any
relinquishment or discontinuance of use by DEALER, of any of DEALER's Dealership
Facilities and/or principal assets without the prior written approval of
Porsche;
         k.       failure of DEALER to pay Porsche for any PORSCHE PRODUCT in
accordance with the terms and conditions of sale;

         l.       failure of DEALER to establish or maintain, during the
existence of this Agreement, required net working capital or adequate flooring,
and lines of credit;

         m.       any dispute, disagreement, or controversy between, or among,
partners, managers, officers or stockholders of DEALER which, in the reasonable
opinion of Porsche, adversely affects the ownership, operation, management,
business, reputation or interests of DEALER or Porsche;

         n.       failure of DEALER to comply with any laws or regulations
relating to the sale, service, or repair of motor vehicles;

         o.       failure of DEALER to furnish sales or financial information
in a timely manner, or to permit Porsche to examine or audit DEALER's accounts
and records;

         p.       failure of DEALER to maintain a minimum inventory of PORSCHE
PRODUCTS as specified by Porsche.

         q.       material impairment of the reputation or financial standing

                                      -35-
<PAGE>

DEALER, owner of DEALER or parent company of DEALER subsequent to the execution
of this Agreement;

         r.       breach or violation by DEALER of any other term or provision
of this Agreement.

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

3.       TERMINATION FOR FAILURE OF PERFORMANCE

         If Porsche determines that DEALER has failed to perform its sales,
service, parts or customer satisfaction responsibilities under this Agreement or
to provide adequate Dealership Facilities, Porsche shall notify DEALER in
writing of such failure(s), and shall provide DEALER with specific goals or
performance standards with which DEALER must comply. If DEALER fails to comply
with the goals or performance standards over a period of not less than one
hundred eighty (180) days, or such other period as may be required by applicable
statute, or otherwise refuses to correct such failure(s), Porsche may terminate
this Agreement by giving DEALER notice thereof, such termination to be effective
upon the date specified in such notice, or such later date as may be required by
any applicable statute.

4.       TERMINATION BECAUSE OF DEATH OR INCAPACITY OF MAJORITY OWNER

         Subject to applicable law and other provisions of this Agreement,
Porsche may terminate this Agreement upon the death or incapacity of DEALER



                                      -36-
<PAGE>

hereunder if an individual, or DEALER's majority owner if a partnership, limited
liability company, or corporation, upon written notice to DEALER and such
owner's legal representative.

         Porsche shall provide such notice of termination within a reasonable
time after notice to Porsche of the DEALER/majority owner's death or incapacity,
such termination to be effective upon the date specified, or such later date as
may be required by applicable statute.

5.       NOTICE OF TERMINATION

         Any notice of termination under this Agreement shall be in writing and
shall be mailed to DEALER at its Approved Location by certified mail, return
receipt requested, overnight delivery service, or shall be delivered in person
to the dealership. Such notice shall be effective upon the date of receipt.

         Porsche shall state all known grounds on which it relies in its
termination of DEALER, but shall have the right to amend such notice as
appropriate. Porsche's failure to refer to any additional grounds for
termination shall not constitute a waiver of its right later to rely upon such
grounds. Notwithstanding the foregoing, Porsche specifically reserves the right
to amend any notice of termination to assert additional grounds which are later
made known to Porsche through further investigation or otherwise.

6.       CONTINUANCE OF BUSINESS RELATIONS

         Upon receipt of any notice of termination or non-renewal, DEALER agrees
to conduct itself and its operation until the effective date of termination or
non-renewal



                                      -37-
<PAGE>

in a manner that will not injure the reputation or goodwill of the PORSCHE MARKS
or Porsche.

         If, after the effective date of termination or non-renewal, Porsche
agrees to accept orders from DEALER to fill customers' orders received prior to
such date by DEALER, or if Porsche otherwise transacts business with DEALER
relating to the sale, service, or repair of PORSCHE PRODUCTS, all such
transactions shall be governed by the terms of the Agreement so far as those
terms are applicable. No such acceptance of orders or other acts by Porsche
shall waive termination or constitute a renewal of this Agreement.

7.       REPURCHASE PROVISIONS

         A.       PORSCHE'S OBLIGATIONS

         Upon the termination or non-renewal of this Agreement, Porsche shall
have the right to cancel any and all shipments of PORSCHE PRODUCTS scheduled for
delivery to DEALER, and Porsche shall repurchase from DEALER the following:

         1.       New, unused, never titled, undamaged, unmodified, current
                  model year Porsche vehicles with fewer than 100 miles, then
                  unsold in DEALER's inventory. The price for such vehicles
                  shall be the invoice price previously paid by DEALER therefor,
                  less all refunds or other allowances paid or credited to
                  DEALER by Porsche;

         2.       New, unused and undamaged Genuine Porsche Parts and
                  Accessories contained in original packaging, and in unbroken
                  lots which are listed in Porsche's current parts catalog then
                  unsold in



                                      -38-
<PAGE>




                  DEALER's inventory and which are in good and saleable
                  condition. The prices for such Genuine Porsche Parts and
                  Accessories shall be the current prices listed in Porsche's
                  current parts catalog;

         3.       all required Porsche tools and equipment designed specifically
                  for service on PORSCHE PRODUCTS owned by DEALER and purchased
                  from Porsche or a recommended vendor, provided any sets of
                  such tools are complete and no parts or components are missing
                  or otherwise unusable. The price at which Porsche will
                  purchase such tools and equipment shall be determined by
                  Porsche, but in no event will such prices be less than
                  DEALER's purchase price for such tools and equipment reduced
                  by straight-line depreciation on the basis of a three (3)-year
                  useful life;

         4.       undamaged signs in good and usable condition which Porsche
                  recommended or required DEALER to purchase and which are owned
                  by DEALER. The price for such signs shall be the price(s) paid
                  by DEALER reduced by straight-line depreciation on the basis
                  of a three (3)-year useful life;

         B.       DEALER'S OBLIGATIONS

         Porsche's obligations, as set forth in this Section, are contingent
upon DEALER fulfilling the following obligations:

         1.       within fifteen (15) days of the effective date of termination
                  or non-renewal, DEALER shall furnish to Porsche a list of
                  vehicle identification numbers and such other information and
                  documents

                                      -39-
<PAGE>




                  as Porsche may require pertaining to the Porsche vehicles
                  subject to the repurchase provisions herein. DEALER shall
                  deliver all such Porsche vehicles in accordance with Porsche's
                  instructions;

         2.       within thirty (30) days of the effective date of termination
                  or non-renewal, DEALER shall deliver or mail to Porsche a
                  detailed inventory of the Genuine Porsche Parts and
                  Accessories, special tools and equipment which DEALER has
                  determined to be eligible for repurchase. Within thirty (30)
                  days of its receipt of such inventory, Porsche will provide
                  DEALER with a list of the items it has determined are eligible
                  to be repurchased and instructions as to the procedures to
                  follow in returning such items to Porsche. DEALER shall, at
                  its expense, deliver all such items to such location as
                  designated by Porsche;

         3.       DEALER shall execute and deliver to Porsche instruments
                  satisfactory to Porsche conveying good and marketable title to
                  all repurchased items. DEALER agrees to comply with the
                  requirements of any applicable law relating to bulk sales and
                  transfers and to satisfy and discharge any liens or
                  encumbrances on all such items prior to delivery to Porsche;

         4.       DEALER will remove, at its own expense, all signage bearing
                  Porsche Marks which it owns from DEALER's Approved Location(s)
                  before it is eligible for payment for any repurchased items
                  pursuant to this Section.

                                      -40-
<PAGE>




         5.       Porsche will pay DEALER for qualifying repurchased items as
                  soon as practicable, upon DEALER's compliance with its
                  obligations set forth herein and upon Porsche's computation of
                  any outstanding indebtedness of DEALER to Porsche. Porsche
                  shall be entitled to offset against any such amounts due to
                  DEALER hereunder any and all indebtedness or other obligations
                  of DEALER to Porsche.

         6.       If DEALER disagrees with Porsche's valuation of any item
                  herein, and DEALER and Porsche have not resolved their
                  disagreement within sixty (60) days of the effective date of
                  termination or expiration of this Agreement, Porsche shall pay
                  to DEALER the amount to which it reasonably believes DEALER is
                  entitled. DEALER's exclusive remedy to recover any additional
                  sums that it believes is due under this Section shall be by
                  resort to any existing Alternative Dispute Resolution program
                  established by Porsche that is binding on Porsche. If no
                  Alternative Dispute Resolution program is then existing,
                  DEALER's exclusive remedy shall be by resort to arbitration in
                  accordance with the commercial arbitration rules of the
                  American Arbitration Association (AAA). The site of the
                  arbitration shall be the office of the AAA in the locality
                  nearest DEALER's Approved Location.




                                      -41-
<PAGE>




                    SECTION M: SUCCESSOR RIGHTS UPON DEATH OR
                               INCAPACITY OF OWNER

1.       SUCCESSOR ADDENDUM

         Porsche will not terminate the Agreement upon the death or incapacity
of DEALER if an individual, or the majority owner of DEALER if a partnership, or
limited liability company, or corporation (hereinafter "OWNER"), provided that
prior to OWNER's death or incapacity:

         a.       OWNER executes and delivers to Porsche a written nomination of
a candidate to succeed to the ownership interest of OWNER;

         b.       the proposed candidate submits a dealer application and
provides all evaluative information and documentation requested by Porsche;

         c.       each of DEALER's other owners, if any, executes and delivers
to Porsche a consent to the nomination;

         d.       the proposed candidate is approved by Porsche and a Successor
Addendum is executed and operative at the time of OWNER's death or incapacity.

         OWNER may, at any time, withdraw a nomination of a proposed candidate
or cancel an executed Successor Addendum by giving written notice to Porsche.
Porsche may cancel an executed Successor Addendum upon written notice to OWNER
should Porsche determine that the successor no longer complies with Porsche's
then current criteria used in qualifying dealer owners and General Managers, if
appropriate.

                                      -42-
<PAGE>




2.       SUCCESSOR BY WILL OR OPERATION OF LAW

         If the deceased OWNER has not nominated a successor in accordance with
this Section, and all of the beneficial interest of the deceased OWNER has
passed by Will or by the laws of the intestate succession directly to the
deceased OWNER's spouse and/or children (hereinafter "Heirs"), Porsche will not
terminate the Agreement provided:

         a.       OWNER's legal representative provides written notification to
Porsche within sixty (60) days of the death of OWNER of such Heir or Heirs'
intent to succeed OWNER and a designation of a proposed General Manager;

         b.       the Heir, Heirs, and General Manager designated if not an
Heir, submit appropriate applications to Porsche and provide all personal and
financial information required by Porsche in connection with its review of the
application(s);

         c. the Heir, Heirs, and General Manager designated if not an Heir, have
the qualifications, automotive business experience, and ability considered by
Porsche to be necessary to successfully operate the dealership and perform
DEALER's obligations under this Agreement.

         If Porsche does not approve the Heir, Heir(s), or the designated
candidate for General Manager, or if the OWNER's legal representative withdraws
the notice of the Heir(s') intent to succeed as OWNER, or if the Heir(s) or
designated candidate for General Manager fail to timely provide the information
and documentation required by Porsche, Porsche will issue a notice of
termination pursuant to Section L(4).


                                  -43-
<PAGE>




                          SECTION N: GENERAL PROVISIONS

1.       NOTICES

         Except as otherwise specifically provided herein, any notice required
to be given by either party to the other, pursuant to the provisions of this
Agreement, shall be in writing and delivered personally or by mail to Porsche at
its national headquarters, and to DEALER at the address stated in this
Agreement, or at such other address as the party to be addressed may have
previously designated by written notice to the other party. Unless otherwise
specified in the Agreement, such notices shall be effective upon receipt.

2.       NO IMPLIED WAIVERS

         The failure of either party, at any time, to require performance by the
other party of any provision herein shall, in no way, affect the right of such
party to require such performance at any time thereafter, nor shall any waiver
by any party of a breach of any provision herein constitute a waiver of any
succeeding breach of the same or any other provision, nor constitute a waiver of
the provision itself.

         Any continuation of business relations between the parties following
expiration of this Agreement shall not be deemed a waiver of the expiration, nor
shall it imply that either party has committed to continue to do business with
the other at any time in the future. Should this Agreement be renewed, or should
any other form of agreement be offered to DEALER, Porsche reserves the right to
offer an agreement of a length and upon such additional terms and conditions as
it deems reasonable.

                                      -44-
<PAGE>




3.       ENTIRE AGREEMENT

         There are no prior agreements or understandings, either oral or
written, between the parties affecting this Agreement or relating to the sale or
service of Porsche Products, except as otherwise specifically provided for or
referred to in this Agreement. DEALER acknowledges that no representations or
statements other than those expressly set forth therein were made by Porsche or
any officer, employee, agent or representative thereof, or were relied upon by
DEALER in entering into this Agreement. This Agreement cancels and supersedes
all previous agreements between the parties relating to the subject matters
covered herein. No change or addition to, or deletion of, any portion of this
Agreement shall be valid or binding upon the parties hereto unless the same is
approved in writing by an officer of each of the parties hereto.

         This Agreement contains the entire understanding of the parties hereto
with respect to the subject matter contained herein, and may be amended only by
a written instrument executed by each of the parties, or their respective
personal representatives, successors and/or assigns. This Agreement supersedes
any and all prior agreements with respect to the subject matter hereof, and
there are no restrictions, promises, warranties, covenants or undertakings
between the parties other than those expressly set forth in this Agreement.

         Should Porsche determine that any federal or state law or regulation
requires a change or changes in any of the provisions of this Agreement, Porsche
may offer to DEALER an amendment or an amended Agreement



                                      -45-
<PAGE>




embodying such change or changes. If DEALER shall fail to execute such amendment
or amended Agreement and return it to Porsche within thirty (30) days after it
is offered, Porsche, may terminate this Agreement subject to applicable law, by
giving written notice to DEALER.

4.       NO AGENCY

         DEALER is an independent business and will conduct its operations on
its own behalf and for its own account. DEALER has no power or authority to act
for, or to bind Porsche and/or PORSCHE AG. Except as expressly provided in the
Agreement, Porsche will not be liable for any expenditure made or incurred by
DEALER in connection with DEALER's performance of its obligations pursuant to
the Agreement. DEALER is not an agent of Porsche, and Porsche owes no fiduciary
duty to DEALER.

         DEALER agrees that it has no rights, without limitation, arising from
or in connection with any agreement between Porsche and any other Porsche
dealer, and that DEALER is not a third party beneficiary of any such agreement.
Nothing herein grants DEALER any rights to enforce any such agreement. DEALER
also agrees that no third party shall have any enforceable rights under this
Agreement.

5.       ASSIGNMENT

         This is a personal service agreement and may not be assigned or sold,
in whole or in part, directly or indirectly, voluntarily or by operation of law,
without the prior written approval of Porsche. Any attempted transfer,
assignment or sale without Porsche's prior written approval will be void and not
binding upon
                                      -46-
<PAGE>




Porsche. Porsche reserves the right to assign this Agreement without DEALER's
consent to any person, firm or corporation succeeding to its business and to any
subsidiary or affiliated company of Porsche.

6.       SEVERABILITY

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

7.       NO FRANCHISE FEE

         DEALER warrants that it has paid no fee, nor has it provided any goods
or services in lieu of a fee, to Porsche or any other party in consideration of
entering into this Agreement.

8.       HEADINGS

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

9.       NEW AND SUPERSEDING DEALER AGREEMENTS

         In the event any new and superseding form of dealer agreement is
offered by Porsche to authorized Porsche dealers generally, at any time prior to
the expiration of the term of this Agreement, Porsche may, by written notice to
DEALER, replace this Agreement with a new agreement in a new and


                                      -47-
<PAGE>




superseding form for a term not less than the then unexpired term of this
Agreement.

10.      PORSCHE POLICIES

         This Agreement, as amended from time to time, refers to certain
policies, procedures, and standards prepared by Porsche, based upon its
evaluation of the marketplace. All such policies, procedures and standards shall
be reasonable. DEALER agrees to abide by all such policies, procedures, and
standards. Porsche may reasonably amend its policies, procedures and standards
from time to time.

11.      NO THIRD PARTY BENEFIT

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

12.      NO FIDUCIARY RELATIONSHIP

         This Agreement shall not be construed to create a fiduciary
relationship between DEALER and Porsche.

                                      -48-