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                                                                   EXHIBIT 10.17

                        CONTRACT FOR MOTOR TRANSPORTATION

         This Contract for Motor Transportation (this "Agreement") is made as of
January 2, 2004 (the "Effective Date") by and between Allied Automotive Group,
Inc., with its principal location at 160 Clairemont Avenue, Decatur, Georgia
30030 ("Service Provider"), and General Motors Corporation, a Delaware
corporation, with a principal location at 100 Renaissance Center, Detroit,
Michigan 48265 ("GM").

         A.       This Agreement sets forth the terms pursuant to which Service
Provider shall provide Transportation Service (as defined in Section 1.00 below)
to GM.

         B.       GM requires Service Provider's efficient, prompt and
high-quality delivery of finished vehicles to, from or between its various
dealers, and other origins and destinations that GM may, from time to time,
designate to Service Provider.

         C.       Service Provider is prepared to provide Transportation Service
for GM as contemplated in this Agreement.

         Now, therefore, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties agree as follows:

         1.       TRANSPORTATION SERVICE.

                  During the Term (as defined in Section 16.00), Service
                  Provider shall furnish to GM those delivery and transportation
                  services, including, but not necessarily limited to, plant
                  releasing, loading motor vehicles onto rail cars and vehicle
                  haul-away, that Service Provider provides to GM in the United
                  States and Canada as of the Effective Date (collectively,
                  "Transportation Service").

         2.       VEHICLES; DRIVERS, ETC.

                  Service Provider shall be responsible for all facilities,
                  properly licensed drivers and other personnel and equipment
                  necessary to perform Transportation Service in a safe and
                  efficient manner. Service Provider, including Service
                  Provider's affiliated companies, if applicable, shall also
                  provide, operate and maintain, in good working condition, the
                  motor vehicles, trailers and related equipment necessary for
                  the performance of Transportation Service. Service Provider
                  shall also ensure, to GM's reasonable satisfaction, that
                  contracted third party carriers operate and maintain, in good
                  working condition, the motor vehicles, trailers and related
                  equipment necessary for the performance of Transportation
                  Service pursuant to this Agreement.

         3.       CONTROL OF TRANSPORTATION SERVICE.

                  Service Provider shall have sole and exclusive control over
                  the manner in which Service Provider and its employees, agents
                  and subcontractors (collectively, "Service Provider
                  Employees") perform Transportation Service. Service Provider
                  shall employ those Service Provider Employees it deems
                  necessary in connection therewith. Notwithstanding anything

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                  herein to the contrary, Service Provider Employees shall be
                  considered employees or subcontractors of Service Provider
                  only and shall be subject to employment, discharge, discipline
                  and control, solely and exclusively by Service Provider. While
                  on GM property, Service Provider Employees must follow
                  applicable GM rules provided and/or communicated to Service
                  Provider and/or Service Provider Employees by GM, including
                  GM's plant security and dock personnel. GM reserves the right,
                  in its sole discretion, to instruct Service Provider to remove
                  any Service Provider Employee from Transportation Service at
                  GM locations.

         4.       QUALITY SERVICE REQUIREMENTS.

                  During the Term, Service Provider shall:

         A.       Follow GM's Vehicle Logistics Common Quality Processes
                  (collectively, the "Common Process") including GM's:

                  (i)      Damage Elimination Teams

                  (ii)     Transportation Acceptance Process ("TAP")

                  (iii)    Transportation Self-Audit Process

                  (iv)     Early production Shipping Verification Process

                  (v)      Key Handling Process

                  (vi)     Vehicle Logistics Problem Reporting/Resolution
                           ("PRR") Process (available on "gmsupplypower.com")

         B.       Process transportation claims through the Common Process.

         C.       Follow the Common Process when filing supplemental
                  inspections.

         D.       Achieve an annual damage frequency of [XXXXXXX] or less for
                  shuttle moves and an annual damage frequency of [XXXXXXX] or
                  less for non-shuttle moves for calendar year 2003. During the
                  remainder of the Term, the damage frequency shall be reduced
                  by [XXXXXXX] per calendar year, respectively. GM, in its sole
                  discretion, may impose a penalty equal to [XXXXXXXXXX] of the
                  total annual invoiced amount for failure to achieve the annual
                  target. GM shall compile the assessment for this penalty
                  annually in August. Service Provider shall monitor and report
                  to GM monthly the damage frequency by location. The
                  [XXXXXXXXXXXXXXX]. Service Provider must remit payment within
                  thirty (30) days after this assessment.

         E.       Ship all vehicles in accordance with the latest revision of
                  GM'S Vehicle Shipping Manual (as set forth and available on
                  "gmsupplypower.com").

         F.       If performance falls below the damage frequency target (as set
                  forth in Section 4.00(D) hereof), Service Provider shall be
                  given one week, following receipt of written notice from GM,
                  to provide to GM a written corrective action plan per the PRR
                  process. Service Provider shall have thirty (30) days, from
                  the date on which GM, in writing, approves Service Provider's
                  written corrective action plan to cure the noncompliance at
                  the location subject to the corrective action plan. In the
                  event Service Provider fails to timely submit a corrective
                  action plan or if a corrective action plan is timely
                  submitted, but Service Provider fails to timely cure the
                  noncompliance, upon failure to timely submit the

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                  corrective action plan or expiration of thirty (30) day cure
                  period, whichever is applicable, at GM's sole option, GM may
                  resource its business at such location, in addition to
                  exercising other remedies to which GM is entitled under this
                  Agreement, by providing Service Provider with sixty (60) days
                  prior written notice of GM's intent to resource.

         G.       Contract with an inspection agency selected by GM for third
                  party inspection. A third party inspection is required before
                  and after all shuttle moves. Service Provider may negotiate
                  with the other service providers (i.e., the serving railroad)
                  for the cost of the third party inspection. This cost is
                  typically allocated by volume between the individual service
                  providers; provided, however, as between Service Provider and
                  GM, Service Provider retains sole responsibility for the cost
                  of such inspections irrespective of Service Provider's ability
                  to allocate the inspection cost among other service providers.
                  Service Provider is responsible to ensure adequate lighting
                  exists for inspections.

         H.       Assign a loading supervisor to cover all hours of loading
                  operation. All loads are to be audited one hundred percent
                  (100%).

         I.       Submit an appraisal of equipment and maintenance plan, each in
                  accordance with GM's Haul-Away Equipment Appearance
                  Initiative.

         J.       Provide twenty-four hour security for Service Provider's
                  operations. Service Provider shall select, and GM shall
                  approve, which approval shall not be unreasonably withheld, a
                  security company, the cost will be borne by Service Provider.
                  Security is required for all assembly center yard areas for
                  which Service Provider is responsible.

         K.       Obtain GM's approval for all facility layout changes.

         L.       Obtain ISO 9001:2000 certification for Service Provider, its
                  agents and subcontractors.

         M.       Obtain GM's approval for all second tier suppliers used for
                  trip leasing.

         N.       Perform routine maintenance, including, but not limited to,
                  yard stripping, pavement sealing, etc., to the extent Service
                  Provider is the rail loading and/or unloading contractor.

         5.       OPERATIONAL REQUIREMENTS.

                  During the Term, Service Provider shall perform Transportation
                  Service in accordance with the operational requirements set
                  forth in this Section 5.00.

         5.01     All vehicles must be dispatched within the target dispatch
                  requirement for each demand area existing as of the Effective
                  Date, or as mutually agreed by the parties. For each vehicle
                  not meeting this requirement, GM may, in its sole discretion,
                  assess Service Provider a [XXXXXXXXX]; provided, however, the
                  maximum amount of penalties which may be assessed against
                  Service Provider by GM under this Section 5.01 and under
                  Section 4.00(D) hereof, in the aggregate, shall be capped at
                  [XXXXX] on an annual basis (with the first twelve (12) month
                  period commencing on the Effective Date). Without waiving any
                  other rights or remedies under this Agreement, GM agrees to
                  waive all claims for penalties under this Section 5.01 and
                  under Section 4.00(D) for periods prior to March 7, 2004. All
                  accrued assessments resulting from noncompliance shall be
                  billed on a monthly basis (VIN

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                  detail will be supplied at billing). If a force majeure event
                  prevents delivery, Service Provider must invoke Section 19.00
                  of this Agreement. GM, in its sole discretion, may grant other
                  exceptions for noncompliance if a timely request is submitted
                  in writing to GM. GM agrees to use reasonable efforts to
                  cooperate with Service Provider in order that Service Provider
                  achieves the performance standards set forth in this
                  Agreement, and to investigate the feasibility and potential
                  benefits of adjusting demand area standards in order to
                  improve order to delivery performance in a manner acceptable
                  to GM and Service Provider.

         5.02     If Service Provider's performance at any location falls below
                  [XXXXXXXXX] compliance with GM's weekly dispatch requirements,
                  or any unit dwells longer than [XXXXXXXXX], Service Provider
                  shall submit, within seven (7) days of GM's written
                  notification to Service Provider identifying Service
                  Provider's noncompliance, a written corrective action plan to
                  GM (the format of said action plan will be provided by GM).
                  Service Provider shall have thirty (30) days from the date on
                  which GM, in writing, approves Service Provider's written
                  corrective action plan to cure noncompliance at the location
                  subject to the corrective action plan. In the event Service
                  Provider fails to timely submit a written corrective action
                  plan or if a corrective action plan is timely submitted, but
                  Service Provider fails to timely cure the noncompliance, upon
                  failure to timely submit the corrective action plan or
                  expiration of the thirty (30) day cure period, whichever is
                  applicable, at GM's sole option, GM may resource its business
                  at such location, in addition to any other remedies to which
                  GM may be entitled under this Agreement, by providing Service
                  Provider with sixty (60) days' prior written notice of GM's
                  intent to resource. Notwithstanding anything to contrary,
                  Service Provider acknowledges and agrees that Service Provider
                  shall be limited to one (1) cure period per location during
                  each twelve (12) month period of this Agreement (with the
                  first such twelve (12) month period commencing on the
                  Effective Date) for a breach of either Section 5.01 or Section
                  4.00(D) of this Agreement, after which GM shall be free to
                  resource its business at the location at which Service
                  Provider's noncompliance occurs.

         5.03     Service Provider must appropriately fleet size its operations
                  for both equipment and drivers based on a quarterly forecast
                  provided by GM and a quarterly capacity review between Service
                  Provider and the GM NAO Vehicle Logistics Operations Manager.

         5.04     Service Provider must implement a "24 hour, 7 days a week"
                  delivery program to dealers participating in the "24 hour, 7
                  days a week" program.

         6.       PROPERTY DAMAGE AND LOSS.

                  Service Provider shall have exclusive care, custody and
                  control of all goods hereunder, including motor vehicles and
                  related components, from the time GM delivers to Service
                  Provider until delivery to a consignee named by GM, in the
                  case of truck haul-away, or until properly loaded and
                  otherwise delivered to the rail carrier in the case of rail
                  shipment. Service Provider assumes full responsibility for any
                  and all loss or damage to GM's property while in Service
                  Provider's care, custody or control, unless such loss or
                  damage is caused by the acts or omissions of GM, its
                  consignees, agents or employees, rail carriers, or by a force
                  majeure event as defined in Section 19.00; provided, however,
                  if insurance coverage is in place regarding a force majeure
                  loss, Service Provider shall make and reasonably pursue a
                  claim to the extent of such coverage and to the extent Service
                  Provider

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                  receives insurance proceeds from a third party insurance
                  provider for loss or damage to GM's property caused by a force
                  majeure event described in Section 19.00 hereof, then Service
                  Provider shall turn over such proceeds to GM. Service Provider
                  shall ensure that its affiliated and nonaffiliated
                  subcontracted truck haul-away providers adhere to the
                  applicable vehicle care and loss and damage requirements of
                  this Agreement, including insurance and indemnification, and
                  such affiliated and nonaffiliated subcontracted truck
                  haul-away carriers or other subcontractors shall be
                  responsible for administrating any loss or damage suffered
                  with respect to GM property while in the care, custody or
                  control of such haul-away carriers or other subcontractors.
                  The value of said goods shall be based on the normal GM
                  invoice price thereof plus freight charges, with the exception
                  of certain major vehicle damage claims described in Section
                  6.01.

         6.01     Service Provider agrees to the following process for Major
                  Vehicle Damage Claims.

                  (A)      As to vehicles sustaining damage under Service
                           Provider's custody or control, to the extent that
                           such damage affects the merchantability, safety,
                           durability or reliability of the vehicle, such claims
                           shall be handled as major transportation damage
                           claims.

                  (B)      GM, in its sole discretion, shall determine whether a
                           damaged vehicle is capable of restoration to a
                           marketable condition, complying with all applicable
                           government motor vehicle standards.

                  (C)      If GM determines that a vehicle is not reparable,
                           Service Provider shall immediately return the vehicle
                           to GM. GM shall process a claim utilizing the
                           vehicle's dealer net price, minus [XXXXXXXXX] as the
                           salvage value, plus Destination Freight Charge.

                  (D)      All major damage claims will be reviewed and either
                           paid or rejected by Service Provider within thirty
                           (30) days of transmittal to Service Provider.

         6.02     Service Provider shall accept all claims, including Major
                  Vehicle Damage Claims, for loss or damage submitted in writing
                  or via electronic transmission for a period of nine (9) months
                  following delivery as follows:

                  (A)      Claims received at the GM Corporate Claim Center
                           within nine (9) months after delivery of lost or
                           damaged motor vehicles or related components shall be
                           deemed accepted by Service Provider, including its
                           subcontractors, provided any such claim is
                           transmitted to Service Provider within nine (9)
                           months after scheduled delivery.

                  (B)      Claims filed against one Service Provider on a joint
                           line, or joint line cross-border movement, shall be
                           deemed a filing against all connecting Service
                           Providers within the time limits in (A) above.

         6.03     Service Provider shall render payment, or provide written
                  reasons for any nonpayment, of any claim within thirty (30)
                  days of Service Provider's receipt of such claims in
                  accordance with Section 6.02 herein.

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         7.       STANDARD INSURANCE REQUIREMENTS.

                  During the Term, Service Provider shall obtain and maintain,
                  at its sole expense, the following types of insurance
                  coverage, with minimum limits as set forth below, unless
                  increased types and amounts are required due to the equipment
                  of service requirements in specific Appendices and Service
                  Provider shall ensure that all subcontractors, including owner
                  operators and independent carriers in its employ, shall
                  maintain the same coverage:

         A.       Commercial General Liability, covering liability arising from
                  premises, operations, independent contractors,
                  products-completed operations, personal and advertising
                  injury, and liability assumed under an insured contract -
                  $2,000,000 each occurrence.

         B.       Commercial Automobile Liability, covering all owned, hired,
                  and non-owned vehicles - $2,000,000 each occurrence, including
                  all statutory coverage for all states of operation.

         C.       Workers Compensation, in an amount not less than the statutory
                  limits for all states of operation.

         D.       Employers Liability, $500,000 each employee for bodily injury
                  by accident and $500,000 each employee for bodily injury by
                  disease.

         E.       Cargo Insurance, including loading and unloading, with a limit
                  equal at least to the value of the property shipped and in any
                  event not less than $250,000 per occurrence.

         F.       Any insurance coverage required by any government body for the
                  types of Transportation Service specified in the Appendices.

         G.       Any deductible or self-insured retention in excess of existing
                  retention limits must be declared to and approved by GM.

         H.       Service Provider shall provide GM with a certificate of
                  insurance evidencing compliance with the insurance
                  requirements set forth above. Each certificate shall name GM
                  as (or provide that GM shall have the benefits of) an
                  additional insured for liability and loss payee for damage to
                  GM's vehicles or property, each arising from the operations of
                  the Service Provider on all policies (except Cargo Insurance,
                  Workers' Compensation and Employers Liability) and state that
                  the above required coverage shall apply as primary insurance
                  with respect to any other insurance or self-insurance programs
                  afforded to GM. Each certificate shall provide that GM shall
                  receive thirty (30) days' prior written notice from the
                  insurer of any termination or reduction in the amount or scope
                  of coverage.

         I.       Each certificate shall be in a form acceptable to, and
                  underwritten by, insurance company(ies) reasonably
                  satisfactory to GM. The purchase of appropriate insurance
                  coverage by Service Provider or the furnishing of
                  certificate(s) of insurance shall not release Service Provider
                  from its respective obligations or liabilities under this
                  Agreement. These insurance requirements shall be applicable to
                  subcontractors performing services as directed by Service
                  Provider under this Agreement.

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         8.       RATES; BRIDGE PAYMENTS; REDUCTIONS; 2003 REBATE; CANADA.

         8.01     During the Term, GM shall pay Service Provider for
                  Transportation Service performed in either the United States
                  or Canada, pursuant to the rates (including the Administrative
                  Processing Fee in existence on the Effective Date) that are in
                  effect between the parties on the Effective Date, subject to
                  the modifications as required by Section 8.02 and Section 8.03
                  hereof. For clarity, GM will not reimburse the Service
                  Provider for overtime due to weekend activity, which weekend
                  operations are scheduled at GM's discretion. Service Provider
                  shall be solely responsible for payments to Service Provider's
                  agents and subcontractors.

         8.02     During the Term, GM shall pay Service Provider a [XXXXXXXXX]
                  for Transportation Service performed in the United States.

         8.03     During the Term, Service Provider and GM agree to the
                  [XXXXXXXXX] for Transportation Service performed in the United
                  States, as set forth in Exhibit 8.03 to this Agreement.

         8.04     On or before January 2, 2004, Service Provider shall
                  [XXXXXXXXX]. On the Transfer Date (as defined in Section 13.01
                  hereof), Service Provider shall [XXXXXXXXX].

         8.05     The rates on Transportation Service performed from the points
                  of origin set forth on the attached Exhibit 8.05 shall not be
                  reduced and shall remain as currently in effect on the
                  Effective Date.

         9.       OVERCHARGES AND UNDERCHARGES.

                  Service Provider shall file any overcharges or undercharge
                  claims within one hundred and twenty (120) days from the time
                  GM receives a valid and acceptable electronic delivery record.
                  Service Provider's failure to timely file will waive any such
                  claims by Service Provider, including its agents and
                  subcontractors.

         10.      PAYMENT SUNSET.

                  Service Provider shall, within nine (9) months from date of
                  delivery or date service was performed, manually or
                  electronically transmit a delivery record to GM. Service
                  Provider's failure to so transmit a delivery record will waive
                  any future claims for payment by Service Provider, including
                  its agents and subcontractors.

         11.      EFT; PAYMENT - ELECTRONIC DATA INTERCHANGE - (EDI).

         11.01    Service Provider and GM acknowledge that the existing EFT
                  agreement shall continue in full force and effect during the
                  Term. Service Provider agrees to hold GM harmless for
                  uncollected funds not properly or timely transferred from bank
                  or depository in accordance with EFT or Appendices.

         11.02    After GM receives a valid and acceptable electronic service
                  record, GM will transmit to the Service Provider an EDI 820
                  Transaction Set (Advance Payment Notification). GM shall
                  transfer funds electronically (pay) to the bank designated by
                  the Service Provider in the

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                  applicable wire transfer agreement or Appendix on the
                  twenty-fifth (25th) (or following business day) of the
                  following month from the date that service was performed.
                  Balance Due payments will fall under the same rules as do
                  original payments.

         12.      NEW BUSINESS; FUEL SURCHARGE PROGRAM; DISCONTINUATION OF YARD
                  MANAGEMENT.

         12.01    GM and Service Provider acknowledge and agree that GM has
                  awarded to Service Provider the new business for
                  Transportation Service set forth on Exhibit 12.01 attached
                  hereto, which new business, subject to volume fluctuations, is
                  projected to result in annual revenue of [XXXXXXXXX] (the "New
                  Business Award"). GM and Service Provider further acknowledge
                  and agree the above projection is only an estimate, and, as a
                  result, the actual revenue will be based upon the sales of
                  those vehicles subject to the Transportation Service set forth
                  on Exhibit 12.01. GM and Service Provider acknowledge and
                  agree (i) Service Provider shall begin providing the
                  Transportation Service in respect of the New Business Award on
                  or before March 7, 2004, and (ii) Service Provider will
                  provide Transportation Service with respect to the New
                  Business Award pursuant to the rates set forth on Exhibit
                  12.01 exclusively and without the rate reductions contemplated
                  by Section 8.03 hereof, but otherwise subject to the terms of
                  this Agreement and Exhibit 12.01.

         12.02    GM agrees that Service Provider will participate, on the same
                  terms and conditions on which other haul-away service
                  providers participate, in any fuel surcharge program or
                  allowance provided by GM during the Term; provided, however,
                  the maximum amount of such fuel allowance shall be capped at
                  [XXXXXXXXX] on an annual basis (with the first such twelve
                  (12) month period commencing on the Effective Date).

         12.03    GM agrees to use best reasonable efforts to discontinue all
                  services related to GM yard operations effective March 7,
                  2004, or as soon thereafter as GM contracts with an alternate
                  service provider to provide such yard operations.

         13.      JANESVILLE PROPERTY; [XXX] SPECIALIZED EQUIPMENT.

         13.01    Service Provider shall transfer clear and marketable title to
                  GM, free and clear of all liens, claims, encumbrances or
                  security interests, but subject, however, to applicable
                  building and zoning laws and existing utility easements, to
                  the land, buildings, fixtures and personal property located at
                  544 Kellogg Avenue, Janesville, Wisconsin (the "Janesville
                  Property") utilized to perform Transportation Service for GM.
                  In consideration of such transfer, and immediately upon the
                  Transfer Date (as defined below), GM agrees to pay to Service
                  Provider the sum of [XXXXXXXXX]. Service Provider agrees to
                  enter into GM's standard form lease agreement, a copy of which
                  is attached to this Agreement as Exhibit 13.01, pursuant to
                  which GM shall lease the Janesville Property to Service
                  Provider at the rate of $1.00 per year for so long as Service
                  Provider provides Transportation Service to GM at the
                  Janesville Property. Service Provider and GM further agree to
                  enter into customary documentation evidencing the sale and
                  lease-back of the Janesville Property, all on terms
                  satisfactory to each of GM and Allied, by January 31, 2004, or
                  as soon as reasonably practicable thereafter (the "Transfer
                  Date").

         13.02    Upon GM's request, following a termination or expiration of
                  Service Provider's provision of Transportation Service at the
                  [XXXXXXXXX] location with respect to the [XXXXXXXXX], Service
                  Provider agrees to cooperate in good faith to enable GM, at
                  its

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                  election, to either purchase the equipment Service Provider
                  utilizes to transport the [XXXXXXXXX] product at [XXXXXXXXX]
                  or assign all of Service Provider's rights under the Master
                  Lease (as defined below) to GM. GM acknowledges and agrees
                  that the [XXXXXXXXX] is subject to that certain Master Lease
                  Agreement dated September 19, 2003 with Merrill Lynch Capital,
                  including Schedule No. 001 and Schedule No. 002 attached
                  thereto (collectively, the "Master Lease"), and GM's purchase,
                  if any, of the [XXXXXXXXX] pursuant to this Section 13.02
                  shall be subject to and in accordance with the Master Lease.

         14.      FINANCIAL REPORTING; REFINANCE PLAN; ACCESS.

         14.01    Service Provider shall provide to GM the same monthly
                  financial reporting package Service Provider provides to
                  Service Provider's senior secured debt holders, excluding any
                  information Service Provider reasonably determines as
                  confidential, including information relating to Service
                  Provider's customers, other than GM. Service Provider shall
                  provide to GM such monthly financial reporting package
                  simultaneously with providing same to Service Provider's
                  senior secured debt holders.

         14.02    Service Provider shall present, within eighteen (18) months
                  from March 7, 2004, a refinancing plan (the "Refinancing
                  Plan") demonstrating to GM's satisfaction Service Provider's
                  long-term viability beyond the expiry of Service Provider's
                  senior secured credit facilities in September, 2007. The
                  Refinancing Plan shall indicate that the consolidated EBITDA
                  interest coverage shall exceed [XXXX] and the Total Debt to
                  EBITDA ratio shall not exceed [XXXX]. Each ratio shall be
                  calculated in accordance with Standard and Poor's. The
                  Refinancing Plan shall indicate the effective date by which
                  the refinancing will be implemented, and that such date shall
                  be no less than one hundred twenty (120) days before the
                  expiry of the senior credit facilities. Service Provider's
                  failure to deliver a Refinancing Plan in accordance with this
                  Section 14.02 shall not constitute a breach of this Agreement.

         14.03    Service Provider shall grant to GM and its designees
                  (including, but not limited to, BBK, Ltd.) access to Service
                  Provider's books, records, officers, employees and business
                  operations, upon reasonable request and prior notice, to
                  monitor Service Provider's compliance with and performance
                  under this Agreement. Service Provider agrees to use
                  reasonable best efforts to fully cooperate with the agents,
                  representatives, consultants, officers and employees of GM and
                  its designees to effectuate this right of access.

         15.      NOTICES.

                  All notices under the terms of this Agreement shall be in
                  writing, signed by or on behalf of the party giving such
                  notice, and sent by certified mail, or via facsimile and first
                  class mail, to the following addresses:

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                  If to GM:                  General Motors Corporation
                                             30009 Van Dyke Road
                                             Mail Code: 480-206-315
                                             Warren, Michigan 48090
                                             Attn: Jeff Bullard
                                             Director, Vehicle Logistics
                                             Facsimile: (586) 575-0272

                  With a copy to:            Honigman Miller Schwartz and Cohn
                                              LLP
                                             2290 First National Building
                                             660 Woodward Avenue
                                             Detroit, Michigan  48226
                                             Attn: Robert B. Weiss, Esq.
                                             Facsimile: (313) 465-7597

                  If to Service Provider:    Allied Automotive Group, Inc.
                                             160 Clairemont Avenue, Suite 200
                                             Decatur, Georgia  30030
                                             Attn: Thomas M. Duffy
                                             Senior Vice President, General
                                              Counsel
                                             Facsimile: (404) 370-4206

                  With a copy to:            Troutman Sanders LLP
                                             Bank of America Plaza
                                             600 Peachtree Street, N.E. - Suite
                                              5200
                                             Atlanta, Georgia  30308-2216
                                             Attn: Robert W. Grout, Esq.
                                             Facsimile:  (404) 885-3900

         16.      TERM; REMEDIES; COOPERATION IN RESOURCING.

         16.01    Unless otherwise terminated in accordance with the provisions
                  of this Agreement, the term of this Agreement (the "Term")
                  shall commence on the Effective Date and continue until March
                  7, 2006. If, during the Term, Service Provider has (i)
                  complied in all material respects, as determined by GM in its
                  sole discretion, with all of the terms and conditions of this
                  Agreement, including the Quality Service Requirements set
                  forth in Section 4.00 and the Operational Requirements set
                  forth in Section 5.00 above; and (ii) complied with Section
                  14.02 of this Agreement, then, upon satisfaction of each of
                  the foregoing conditions, the Term, upon the mutual written
                  agreement of GM and Service Provider, shall be extended for an
                  additional one (1) year.

         16.02    Upon any breach of this Agreement by Service Provider with
                  respect to the Quality Service Requirements set forth in
                  Section 4.00 or the Operational Requirements set forth in
                  Section 5.00, GM's remedy with respect thereto shall be as set
                  forth in Section 4.00 hereof with respect to breaches of the
                  Quality Service Requirements and as set forth in Section 5.00
                  hereof with respect to breaches of Operational Requirements.
                  Without limiting the foregoing, upon written notice from GM,
                  GM shall have the right to terminate this Agreement in the
                  event Service Provider's action or inaction, as the case may
                  be, results in a substantial discontinuation of Transportation
                  Service that threatens operations at any one

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                  or more of GM's assembly plants or vehicle distribution
                  centers; provided, however, GM's written notice terminating
                  the Agreement shall be effective only if given during the
                  occurrence of such substantial discontinuation of
                  Transportation Service.

         16.03    Upon any breach of this Agreement by Service Provider,
                  excluding breaches of the Quality Service Requirements and the
                  Operational Requirements, the consequences of which are
                  addressed in Section 16.02 of this Agreement, GM shall provide
                  written notice to Service Provider identifying the breach.
                  Service Provider shall have sixty (60) days following the
                  receipt of such written notice from GM to cure such breach. In
                  the event Service Provider fails to cure such breach to the
                  satisfaction of GM during such sixty (60) day period, GM shall
                  have all rights and remedies available to GM under applicable
                  law, including the right to terminate this Agreement and
                  immediately, without further notice to Service Provider, which
                  right is expressly waived, commence resourcing all or any
                  portion of the Transportation Service; provided, however GM
                  will not have the right to terminate this Agreement and
                  commence resourcing all or any portion of the Transportation
                  Service unless Service Provider's breach is material.

         16.04    In addition to any right GM may have to terminate this
                  Agreement, GM may terminate this Agreement if: (a) Service
                  Provider becomes insolvent; (b) Service Provider files a
                  voluntary bankruptcy petition; (c); a receiver or trustee is
                  appointed over Service Provider's assets; or (d) Service
                  Provider executes an assignment for the benefit of Service
                  Provider's creditors.

         16.05    Notwithstanding anything in this Agreement to the contrary,
                  this Agreement shall automatically terminate if ten percent
                  (10%) or more of the voting shares of Service Provider become
                  owned or controlled, directly or indirectly, by a competitor
                  of GM, or entity in which competitor owns fifty percent (50%)
                  or more or otherwise controls such entity, in the business of
                  manufacturing motor vehicles.

         16.06    In the event a competitor of GM in the business of
                  manufacturing motor vehicles acquires any interest in Service
                  Provider (directly or indirectly), Service Provider shall
                  provide GM with reasonable assurances that Service Provider
                  will utilize its commercially reasonable efforts to preserve
                  the confidentiality of all information related to
                  Transportation Service performed by Service Provider for GM.

         16.07    Upon the expiration or termination of the Term, Service
                  Provider agrees to cooperate with GM in resourcing the
                  Transportation Service from Service Provider.

         17.      INDEMNIFICATION.

                  Except for the penalties in Sections 4.00(D) and 5.01, and the
                  damage claims in Section 6.00 for which Service Provider is
                  responsible in accordance with those respective sections,
                  Service Provider shall indemnify, defend and hold GM
                  (including its officers, directors, employees, subcontractors
                  and agents) harmless from and against any and all liabilities,
                  damages, fines, penalties, costs, claims, demands and expenses
                  (including costs of defense, settlement, and reasonable
                  attorney's fees) of whatever type or nature, including damage
                  or destruction of any property, or injury (including death) to
                  any person, arising out of (a) any act or omission by Service
                  Provider or Service Provider Employees, (b) any claims or
                  actions by Service Provider Employees, or (c) the failure of
                  Service Provider or

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                  Service Provider Employees to comply with this Agreement, the
                  Appendices hereto, or any applicable federal, provincial,
                  and/or local law, statute, regulation, rule, ordinance, or
                  government directive which may directly or indirectly regulate
                  or affect the obligations of Service Provider hereunder;
                  provided, however, the foregoing agreement to indemnify and
                  hold GM harmless shall not be applicable to the extent that
                  such liabilities, damages, fines, penalties, costs, claims,
                  demands or expenses are attributable to the negligence or
                  willful misconduct of GM, its officers, directors, employees,
                  subcontractors or agents.

         18.      COMPLIANCE WITH LAWS.

                  Service Provider agrees to comply with all applicable
                  provisions of federal, provincial, state and/or local law or
                  ordinance and all lawful orders, rules and regulations issued
                  thereunder.

         19.      FORCE MAJEURE.

                  Except as otherwise provided in this Agreement, Service
                  Provider's obligation to furnish the Transportation Service
                  shall be temporarily suspended during any period(s) in which
                  Service Provider is unable to comply with the requirements of
                  this Agreement, as a result of an event or occurrence beyond
                  the reasonable control of Service Provider and without its
                  fault or negligence, including, but not limited to, acts of
                  God, actions by any governmental authority (whether valid or
                  invalid), fires, floods, windstorms, explosions, riots,
                  natural disasters, wars, or court injunction or order;
                  provided, however written notice of such delay (including the
                  anticipated duration of the delay) shall be given by Service
                  Provider to GM as soon as Service Provider knows or reasonably
                  anticipates the possibility of the force majeure condition. If
                  requested by GM, Service Provider shall, within ten (10) days,
                  provide adequate assurances that the delay shall not exceed
                  thirty (30) days. If the term of the delay exceeds thirty (30)
                  days, or Service Provider does not provide adequate assurance
                  that the delay will cease within thirty (30) days, GM may, in
                  its sole discretion, terminate this Agreement. The suspension
                  of any obligations owing to force majeure shall neither cause
                  the Term of this Agreement to be extended nor affect any
                  rights accrued under this Agreement prior to the force majeure
                  condition.

         20.      SYSTEM REQUIREMENTS.

                  All Events (as defined below) must be reported into VTIMS
                  (General Motors Vehicle Transportation Information Management
                  System) and/or to GM's designated supply chain management
                  contractor or the supply chain management's contractor's
                  chosen data service provider. Events include, but are not
                  necessarily limited to, receipt, dispatch, delivery, and start
                  of storage. Payment for each service is based on event
                  reporting. VTIMS reporting must be completed the day the event
                  occurs or as signified below. In being given access to VTIMS
                  reporting as required, the Service Provider recognizes that
                  unauthorized use of or contribution to the unauthorized use of
                  computer facilities and/or GM data constitutes a violation of
                  this Agreement. Service Provider recognizes its responsibility
                  to maintain the confidentiality of GM information to which
                  Service Provider has access during the Term of this Agreement,
                  and failure to comply with these responsibilities is
                  considered a material breach of this Agreement. Service
                  Provider systems must possess the following electronic
                  capabilities:

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<PAGE>

                  (a)      Receive advance shipping notices (ASN's).

                  (b)      Record receipt of vehicle and bay locations and
                           communicate event (EV4B) to VTIMS.

                  (c)      Confirm routing based on response from VTIMS to
                           reported EV4B.

                  (d)      Build loads to conform to operational and quality
                           guidelines.

                  (e)      Transmit receipt (EV4B) and dispatch (EV42) within
                           one hour of actual event.

                  (f)      Deliveries should be reported within four hours of
                           actual event.

                  (g)      Other reporting as required:

                           1.       Vehicle on hold (EV4D)

                           2.       Return to plant (EV4P)

                           3.       Downloading and responding to
                                    re-consignments in VTIMS

                           4.       Inspection transmissions and DECS (claims)

                  (h)      Reporting will be in LU6.2. a system to system
                           protocol.

                  (i)      Limited transactions and EDI are to be communicated
                           via batch EDS ELITE.

                  (j)      Service Provider shall provide data transmissions to
                           GM and GM's designated supply chain management
                           contractor, or the supply chain management's
                           contractor's chosen data service provider at no
                           additional cost.

                  (k)      Service Provider shall request VTIMS Online access
                           for select employees to facilitate reporting error
                           corrections. The Service Provider shall also request
                           deletion of employee access upon reassignment or
                           termination such that their access to VTIMS is no
                           longer required.

         21.      MISCELLANEOUS.

         21.01    Amendments. No amendment to this Agreement shall be binding
                  upon either Service Provider or GM, unless such amendment is
                  in writing and it is signed by a duly authorized
                  representative of each of Service Provider and GM.

         21.02    Assignments. GM, in its sole discretion, reserves the right to
                  assign or delegate its obligations under this Agreement to
                  Vector SCM, LLC in accord with GM's realignment of its global
                  logistics management; provided, no such assignment or
                  delegation shall operate as a release of GM with respect to
                  its payment and other obligations hereunder. GM shall provide
                  written notification to the Service Provider of its intent to
                  do so. Otherwise, this Agreement shall be binding upon and
                  inure to the benefit of the parties, and their respective
                  successors and permitted assigns, but no rights, interests, or
                  obligations of either party herein may be assigned without the
                  prior written consent of GM. For purposes of this Section
                  21.02, a merger of Service Provider with an affiliated entity
                  or a sale of less than ten (10%) of Service Provider's voting
                  shares shall not constitute an assignment.

         21.03    Severability. If any provision of this Agreement, or any
                  portion thereof, is invalid or unenforceable under any
                  statute, regulation, ordinance, executive order or other rule
                  of law, such provision, or portion, thereof, shall be deemed
                  reformed or deleted, but only to the extent necessary to
                  comply with such statute, regulation, ordinance, order or
                  rule, and the remaining provisions of this Agreement shall
                  remain in full force and effect.

         21.04    Governing Law. This Agreement shall be construed and enforced
                  in accordance with the laws of the State of Michigan,
                  excluding its conflicts of law rules. Each party consents, for
                  purposes of enforcing this Agreement, to non-exclusive
                  personal jurisdiction, service of

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<PAGE>

                  process and venue in any state or federal court within the
                  State of Michigan having jurisdiction over the subject matter.

         21.05    Counterparts. This Agreement may be executed by the parties in
                  separate counterparts, each of which when so executed and
                  delivered shall be an original, but all such counterparts
                  shall together constitute one and the same instrument. All
                  signatures of any party may be transmitted by facsimile, and a
                  facsimile will for all purposes be deemed to be the original
                  signature of the person whose signature it reproduces and will
                  be binding upon that person and on the party on whose behalf
                  that person signed.

         21.06    Waiver. Any extension or waiver will be valid only if set
                  forth in a written instrument signed by the party sought to be
                  bound. No failure or delay on the part of any party in the
                  exercise of any right or remedy under this Agreement will
                  impair that right or remedy or be construed to be a waiver of,
                  or acquiescence in, any inaccuracy or breach of any
                  representation, warranty or agreement in this Agreement, nor
                  will any single or partial exercise of any right or remedy
                  preclude other or further exercise of that right or remedy, or
                  of any other right or remedy.

         21.07    Modifications. If, during the Term of this Agreement, either
                  party requires any material modifications to the terms of this
                  Agreement, although neither party is under an obligation to
                  agree to any such modifications, should a party agree to
                  modifications, the party requesting such modifications shall
                  be responsible for any fees, including, but not limited to,
                  attorneys' and professional fees relating to such
                  modification.

         21.08    Time of the Essence. TIME IS OF THE ESSENCE OF THIS AGREEMENT
                  AND EACH OF ITS PROVISIONS.

         21.09    Headings. The headings contained in this Agreement are
                  inserted for convenience only and do not constitute a part of
                  this Agreement.

         21.10    Incorporation of Appendices and Exhibits. The Appendices and
                  Exhibits identified in this Agreement are incorporated in this
                  Agreement by reference and made a part of this Agreement.

         21.11    Non-Waiver - Applicable Law. Notwithstanding anything herein
                  to the contrary, it is not the intent of the parties to waive
                  any rights each party has under applicable law in connection
                  with this Agreement, which rights are hereby expressly
                  reserved.

         21.12    Confidentiality. Except as otherwise provided in Section 21.12
                  hereof, GM and Service Provider acknowledge and agree that the
                  terms of this Agreement are and shall remain confidential.

         21.13    Public Announcements. Subject to a party's legal obligation to
                  disclose the existence of this Agreement and/or the terms
                  hereof, neither party shall make any public disclosure
                  regarding this Agreement or its terms without the prior
                  written consent of the other party, and any such public
                  disclosure shall be mutually agreed upon by both parties to
                  this Agreement.

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<PAGE>

         21.14    Consultation with Counsel. THE PARTIES ACKNOWLEDGE THAT THEY
                  HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL BEFORE
                  EXECUTING THIS AGREEMENT AND ARE EXECUTING THIS AGREEMENT
                  WITHOUT DURESS OR COERCION AND WITHOUT RELIANCE ON ANY
                  REPRESENTATIONS, WARRANTIES OR COMMITMENTS OTHER THAN THOSE
                  REPRESENTATIONS, WARRANTIES AND COMMITMENTS SET FORTH IN THIS
                  AGREEMENT.

         22.      ENTIRE AGREEMENT.

                  This Agreement, together with any Appendices and Exhibits
                  attached hereto or to be attached hereto, constitute the
                  entire agreement and understanding between the parties
                  concerning the Transportation Service, and cancels and
                  supersedes any and all prior agreements and discussions
                  between the parties prior to the Effective Date.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

ALLIED AUTOMOTIVE GROUP, INC.                 GENERAL MOTORS CORPORATION

By: ________________________________          By: ______________________________

Title: ______________________________         Title: Director, Vehicle Logistics

Date: January 2, 2004                         Date: January 2, 2004

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

[XXXXX]           Represents material deleted per the Company's request for
                  Confidential Treatment and filed separately with the
                  Securities and Exchange Commission pursuant to Rule 24b-2
                  under the Securities Exchange Act of 1934.

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