<PAGE>
                                                                    EXHIBIT 10.1


[Certain portions of this Exhibit have been omitted pursuant to a request for
confidential treatment as indicated by an * and separately filed with the
Commission.]


                                                  [General Motors Logo]
                                                  Fleet & Commercial Operations


December 9, 2002

Mr. Michael Schmidt
Vice President - Fleet Operations
ANC Rental Corporation
200 South Andrews Avenue
Ft. Lauderdale, FL 33301

Dear Mr. Schmidt:

This letter will confirm the agreement ("Agreement") to amend the 2003
Model Year in the 2002 Calendar Purchase Agreement dated June 25, 2002
between reached between ANC Rental Corporation (Alamo Rent A Car, Alamo
Local Market and National Car Rental vehicle purchases), ("ANC") and
General Motors ("GM") regarding ANC Rental Corporation's purchase or lease
of GM vehicles for model year 2003 in the 2002 calendar year
(June-September production). GM and ANC agree this Amendment represents the
entire 2003MY production period and purchases, which will supercede the
Agreement dated June 25, 2002. The details of this Agreement are as
follows:

2003 MY DAILY RENTAL PURCHASE PROGRAM
-------------------------------------


1.   ANC will cause to be purchased or leased by Alamo Financing L.P.,
     National Car Rental Financing, L.P, and Car Temps Financing, L.P.,
     collectively from GM dealers of their choice a   *   2003 model GM vehicles
     under the terms and conditions of GM's 2003 Model Year Daily Rental
     Purchase Program (refer Attachment 1). In order to qualify for the
     incentives described herein and in consideration thereof, ANC has
     agreed to purchase these GM vehicles in a mix which includes a
     considerable number of GM's higher priced models and which represents
     a higher percentage of these units than ANC otherwise would purchase.
     The agreed mix of units is as follows:



  *



     a.   ANC agrees to make payment on units noted in Paragraph 1 to the
          ordering and receiving dealer immediately upon delivery. In
          exchange, GM agrees to provide ANC with   *   in addition to any
          incentives due under the terms and conditions of GM's 2003 Model
          Year Daily Rental Purchase Program in accordance with the payment
          terms noted in Paragraph 9.

          In the event that ANC does not purchase or lease the agreed total
          number of vehicles at the agreed mix, all payments made to ANC as
          described in Paragraph 1a by GM will be reimbursed to GM on
          demand. (See Paragraph 10)


2.   GM agrees to offer ANC the availability of the YT1 short term program
     for the specified quantities and brands described in Paragraph 1 as
     follows:


  *


     In addition to the above, all other brands described in Paragraph 1
     are limited to the applicable quantity/percent as described in
     Attachment 2 with a   *   . If the limits for YT1 are
     exceeded by vehicle segment (e.g. Compact, Midsize, etc.), GM will




                                       1
<PAGE>

     request reimbursement for depreciation and interest for the number of
     units that exceed the YT1 limits. However, any brand within a segment
     that is listed at   *   will not be part of the segment calculation.

     Maximum Short-Term Vehicle Purchase Program (YT1) volume allowed is
     based on   *   purchase. If total model year volume purchase falls below
       *   (excluding any build out shortages or other GM related work
     stoppages), the maximum Short-Term Vehicle Purchase Program (YT1)
     volume will drop proportionately (Total volume purchase less than,
       *   short-term volume maximum drops by   *   .

     Refer to Attachment 2 for YT1 program parameters.


3.    *


4.   In addition, GM agrees to offer ANC the availability of the   *   program
     for vehicles ordered for production in   *   . Specified quantities and
     brands available for this program as noted in Paragraph 1 are as
     follows:


  *





     If the limits for * , GM will request reimbursement for depreciation
     and interest for the number of units that exceed the * limits.

     Refer to Attachment 4 for   *   program parameters.

5.   In exchange for this Agreement to purchase, promote and service the
     number of 2003 models in the vehicle mix described in Paragraph 1, GM
     agrees to   *   ANC on all vehicles purchased by ANC, up to an annual limit
     equal to the greater of:   *

        For vehicles returned to GM for purchase under GM's 2003 MY Daily
        Rental Purchase Program, the rebate shall be paid at the time of
        purchase by GM. The rebate shall be a component of the total
        purchase amount payable to ANC for the vehicles, as calculated
        under GM's 2003 MY Daily Rental Purchase Program guidelines (refer
        to Attachment 1).

        For vehicles not returned for purchase by GM * , the rebate will
        be paid separately  *   . ANC agrees to provide GM with a list of such
        eligible vehicles no later than  *   .

          *

2003 MY - NATIONAL FLEET PURCHASE PROGRAM
-----------------------------------------

6.   ANC agrees to purchase or lease from GM dealers of their choice a
       *   2003 model GM vehicles under GM's 2003 Model Year
     National Fleet Purchase Program - VX7 (refer Attachment 6). The agreed
     mix of units is as follows:


  *



     In   exchange for this Agreement to purchase, promote and service the
     number of 2003 model rental-risk units and in a vehicle mix
     satisfactory to GM, as described in Paragraph 6, GM will provide ANC
     with the   *   in addition to any incentives ANC qualifies for, due under
     the terms and conditions of GM's 2003 Model Year National Fleet
     Purchase Program. Payment of this sum will be made upon submission of
     such vehicles in accordance with Paragraph 9.

7.   GM and ANC agree to the following provisions for * units affected by
     the * . Those vehicles affected have been identified in files provided
     by ANC and validated by GM:


  *



                                       2
<PAGE>

     Payment for items b. and c. will be made on an application basis only
     per the terms and conditions set forth in Paragraph 9. Applications
     can be made monthly via Microsoft Excel file sent to the following
     e-mail address: Michele.Zeiss@gm.com.

2003 MODEL YEAR GENERAL TERMS & CONDITIONS:
------------------------------------------

8.     *

     During the term of this Agreement, ANC agrees to allow such space
     and include such tag lines as is in accordance with the custom of the
     trade and industry. Refer to Attachment 7 for further guidelines
     relative to advertising and promotional materials.

9.     *  GM will pay to ANC the pro rata portion of the sums described in
     Paragraphs 1a and 6 by the 25th day of the month following vehicle
     delivery and receipt of an electronic media transmission to GM's
     Remarketing Information System (RIMS) by GM provided GM receives ANC'
     electronic media transmission by the last business day of the month.
     An electronic media transmission received after the last business day
     of the month will be paid by the 25th of the following month. This
     electronic media transmission must include VIN numbers on the portion
     of the   *   units delivered in the preceding month and not covered in
     previous payments. Application for this incentive must be made no
     later than December 31, 2003.

10.  All volume and mix requirements are subject to reasonable minor
     adjustments based upon mutual agreement between the parties when the
     exact circumstances faced by both parties are known at the time of
     vehicle delivery. It is understood that these adjustments may require
     ANC to purchase a comparably priced mix of product.

          In the event that either party cannot fulfill any terms of this
          Agreement due to events beyond its control, such as acts of God,
          labor disputes, and severe economic downturns as defined by the
          Federal Government, the parties will enter negotiations with the
          intent of allowing both to continue business without substantial
          penalty.

11.  ANC agrees to provide to GM, at the beginning of each month, a
     schedule of anticipated purchases of 2003 model year vehicles (model
     year fleet plan) by division and car line, by month and model year.
     ANC also agrees to provide to GM, at the end of each month, a schedule
     of 2002 and 2003 model vehicle returns by vehicle size (e.g., economy,
     midsize, etc.) by month of the 2002 and 2003 calendar years. Receipt
     of the information described in this paragraph is an additional
     condition of payment of the amounts discussed in this Agreement.

12.    *


MODEL YEAR 2004
---------------

13.  GM, at a minimum, agrees to extend the terms and conditions of GM's
     2003 Model Year Daily Rental Purchase Program (refer Attachment 1) for
     model year 2004.

     -    GM reserves the right to place "new" models (as defined by GM) on
          any of the four (4) 2003 MY purchase percentage tiers or create a
          new tier. Additionally, GM also reserves the right to shift
          vehicles only to higher percentage tiers, (e.g. shift from
          purchase tier 1 to tier 2, thus lowering ANC's vehicle
          depreciation cost). GM agrees that if depreciation rates are
          reduced, ANC will receive a similar reduction.

14.  GM, at a minimum, agrees to extend the terms and conditions of GM's
     2003 Model Year National Fleet Purchase Program (VX7) (refer
     Attachment 6) for model year 2004.

          Not withstanding the above Paragraph, GM and ANC agree that total
          volume, vehicle mix and production timing, in Model Year 2004,
          will be mutually satisfactory to both parties.

          At time of disposal, ANC agrees to provide GM the opportunity to
          process the above Rental Risk (VX7) units through GM's
          Remarketing organization where mutually beneficial. Program terms
          and conditions will be mutually developed at a later date.




                                       3
<PAGE>

15.    *




16.    *






17.    *

     Accordingly, ANC agrees to allow such space and include such tag
     lines as is in accordance with the custom of the trade and industry.

18.  ANC agrees to retain any documents or records relevant to vehicles
     purchased under this Agreement or any GM program and/or claims
     submitted for payment under this Agreement or any other GM program for
     two years after the close of the program. ANC agrees to permit any
     designated representative of GM to examine, audit and take copies of
     any accounts and records ANC is to maintain under this Agreement. ANC
     agrees to make such accounts and records readily available at its
     facilities during regular business hours. GM agrees to furnish ANC
     with a list of any reproduced records.

19.  This agreement is confidential and proprietary information of GM and
     is intended for the sole use by GM and ANC and is not to be disclosed
     to any third parties. If ANC is required to disclose this information,
     ANC will notify GM in advance of such disclosure in order to allow GM
     an opportunity to protect the confidentiality of this information.
     Failure to maintain confidentiality of the terms of this agreement may
     result in loss of Fleet Authorization privileges with regard to future
     purchases.

On behalf of the General Motors' Car and Truck Divisions, I would like to
express my appreciation for your business and hope this Agreement will
continue to strengthen our business relationship.

Please return a copy of this letter acknowledging your agreement to the
above.


                                    Very truly yours,


                                    David A. Hansen
                                    General Manager
                                    Fleet & Commercial Operations


/s/ Michael B. Schmidt
-------------------------------
Acknowledged and Agreed
ANC Rental Corporation

Date: 12/11/02
     --------------------------



                                       4
<PAGE>


                                                      Attachment 1 - Part 1 of 2

                         GENERAL MOTORS CORPORATION
              2003 MY DAILY RENTAL PURCHASE PROGRAM GUIDELINES
              ------------------------------------------------

1.   PROGRAM NAME AND NUMBER:
     -----------------------

     2003  Model  Year  Daily  Rental  Purchase   Program  for  Daily  Rental
     Operators - Program No. 01-03.



<PAGE>

2.   PROGRAM DESCRIPTION:
     -------------------

     To provide General Motors dealers certain purchase information on
     selected 2003 model year passenger cars and light duty trucks sold and
     delivered by GM dealers to qualified daily rental operators and
     eligible for purchase by General Motors in accordance with the
     guidelines herein.

3.   PROGRAM ALLOWANCES:
     ------------------

     The purchase amount shall be calculated as a percent of dealer invoice
     including freight. The purchase percentage varies month by month and
     is determined by the month the vehicle is returned to and accepted by
     General Motors in accordance with GM Auction Guidelines.

     -    Vehicles are assigned into one of the four tier groups. (Refer
          Attachment "A" for tier composition and Attachment "B" for
          respective tier monthly purchase percentage).
     -    The daily purchase rate equals the change in the monthly rate
          divided by the number of calendar days for that month.
     -    Depreciation from capitalized cost will be based on specific
          purchase percentages of dealer invoice, scaled by vehicle
          assignment into one of four tier groups. Purchase percentages
          vary by month of return to and acceptance by GM (out-of-service
          date as described in Attachment "B").
     -    In-service date shall be five (5) days following the expiration
          in-transit date as shown on the factory invoice. - Out-of-service
          date shall be the date the vehicle is returned to an approved GM
          turn-in site provided the rental company meets all program
          parameters and completes the sign-off procedures.

     Vehicles are not eligible for Preferred Equipment Group
     (P.E.G.)/Option Group discounts.
       *

     Vehicles delivered from dealer inventory are not eligible for
     enrollment in the 2003 Daily Rental Purchase Program.

       *



4.   ORDER/ DELIVERY/IN-SERVICE/PRODUCTION PERIOD:
     --------------------------------------------

     Order - beginning with announcement of the 2003 model year program and
     ending when dealers are notified that 2003 model year orders are no
     longer being accepted.

     All Orders must be received under the FDR order type.

     Delivery, In-Service, Production - 2003 model year. Delivery must be
     reported as an 020 - Daily Rental Delivery type

     IMPORTANT - Acceptance of an order on any vehicle line does not
     constitute a commitment to build or to build in a requested time
     frame.

       *

5.   ELIGIBLE MODELS/REQUIRED OPTIONS AND/OR ORDER TYPES:
     ---------------------------------------------------

     All new and unused 2003 General Motors models, specified on Attachment
     "A", with required minimum factory installed equipment levels
     specified on Attachment "C" and processing options ordered for
     qualified daily rental operators for use as daily rental vehicles and
     delivered by GM dealers. (Refer to 10A).

     All qualified fleet orders for eligible models received from dealers
     must contain a valid Fleet Order Type - FDR.

     Ordering Instructions: All purchase orders must contain fleet
     processing option VN9 and your customer UPC processing code. Vehicles
     must be ordered with minimum option requirements specified on
     Attachment "C".

     Dealer must take full responsibility for including the proper
     processing option on all orders. Should errors occur in the ordering
     of vehicles, resulting in diversions or reinvoicing, the dealer may be
     charged an administrative fee.




                                       5
<PAGE>

     All qualified fleet orders for eligible models received from the
     dealer must contain the Fleet Account Number (FAN) of record and
     account name. The ordering entity is responsible for checking dealer
     order acknowledgements to verify accuracy of order submitted.

     Dealer orders currently on hand or in the system that qualify under
     this program, unless they do not contain the appropriate processing
     options, can be amended or canceled and reordered if they have not
     been released to production. This is the ordering dealer's
     responsibility.

     Fleet orders submitted with Fleet Processing Option VN9 and
     incompatible retail incentive options will be rejected with an error
     message.

     Colors Not Eligible for Purchase - Refer Mandatory Optional Equipment.

     Required Options - Processing Option VN9 and your customer assigned
     UPC processing code must be ordered by the dealer on purchase vehicles
     to be enrolled in the 2003 Model Year Daily Rental Purchase Program.
     Processing Option VN9 will provide a net invoice - less holdback.


6.   COMPATIBLE INCENTIVE/ALLOWANCE PROGRAMS:
     ---------------------------------------

     Vehicles enrolled in the 2003 Model Year Daily Rental Purchase Program
     are not eligible for any other fleet/retail program, including, but
     not limited to, the Dealer Fleet Ordering Assistance Program (VQ), and
     any General Motors Dealer Rent A Car program.

7.   METHOD OF APPLICATION: Not Applicable.
     ---------------------

8.   METHOD OF PAYMENT:
     -----------------

     Check to title holder or financial institution upon receipt and
     clearance of proper paperwork at an approved GM turn-in site and
     General Motors Corporation.

     Purchase payment is made in the form of a check to the title holder or
     financial institution at the address shown on the title, or address
     information received in the form of a RAVE record, unless prior
     arrangements are made.

     The Payment Modification System (PMS) provides an effective method to
     redirect purchase checks to lending institutions as co-payee with the
     titled owner.

     If a lender and a daily rental operator desire co-payee/redirection,
     please direct requests for additional information in writing to:

     ACS                        Wendy Dye/PAPAGO@ACS@EDSNOTES@EDS HUB
     1225 W. Washington         Ph# 602-797-5289
     Suite 300                  Fax 602-797-6551
     Tempe, Az.  85281-1210

9.   FINAL DATE FOR SUBMISSION OF APPLICATIONS AND RESOLUTION OF ALL
     ---------------------------------------------------------------
     APPLICABLE REJECTS: Not Applicable
     ------------------

10.   OTHER PROGRAM GUIDELINES:
      ------------------------

     A.   This is the General Motors guideline regarding the definition of
          a "rental" vehicle:

          "The bona fide rental of a vehicle involving use and payment by a
          customer on an hourly, daily, weekly or monthly basis. Usage of
          any such vehicle(s) by a customer for a period of * shall be
          deemed to constitute leasing and not rental and will make the
          vehicle ineligible for purchase."

          In the event a vehicle enrolled in the Daily Rental Purchase
          Program is found to be on-rent (lease) to a customer in excess of
          the above guideline, or if the customer consecutively rents
          multiple enrolled vehicles for an aggregate term of * all




                                       6
<PAGE>

          vehicles involved in such transactions will not be considered
          rental and will be ineligible for purchase. If necessary, General
          Motors will audit the rental company to ensure compliance with
          this guideline.

     B.   All General Motors general guidelines and definition of terms
          relative to incentive programs (refer to General Motors Dealer
          Sales Allowance and Incentive Manual Articles 2 and 3) that were
          supplied to your dealership apply to this program.

     C.   All eligible units must be delivered to the ultimate customer
          through a General Motors dealership or a qualified drop-ship
          location. Purchases or deliveries made through any other entity
          or individual are ineligible for payment.

     D.   All deliveries to customers with a valid Fleet Account Number
          (FAN) must be reported as 020 Daily Rental fleet delivery
          regardless of order type.

     E.   Failure to comply with these guidelines may result in the dealer
          being disqualified for future participation in fleet programs and
          terminations of dealer sales and service agreement.

     F.   Orders not produced during the 2003 model production period will
          be canceled. There are no provisions for dealers and/or rental
          customers to receive any allowance for canceled orders.

     G.   Capitalized cost shall be calculated at dealer cost of base
          vehicle and optional equipment, plus freight, less Hawaii excise
          tax and tire weight tax, if applicable.

     H.   General Motors reserves the right to cancel, amend, revise, or
          revoke any program at any time based on its sole business
          judgements. Final decisions in all matters relative to the
          interpretation of any rule or phase of this activity rests solely
          with General Motors.





                                       7
<PAGE>

                                                               Attachment A


-------------------------------------------------------------------------------
                2003 Model Year - Daily Rental Fleet Program
                --------------------------------------------
                     Residual Value Repurchase Program
-------------------------------------------------------------------------------



  *






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



                                       8
<PAGE>


                                                                    Attachment B

TABLE



  *












TABLE

Comments
--------



  *








                                       9
<PAGE>

                                                                   Attachment 2A




  *






                                       10
<PAGE>


                                                                    Attachment 3

                         GENERAL MOTORS CORPORATION
                              2003 MODEL YEAR
                 REPURCHASE-RENTAL RECLASSIFICATION PROGRAM

A.   PROGRAM GUIDELINES:
     Vehicles eligible for the repurchase-rental reclassification program
     must have an average of   *   miles prior to resale in the used car
     market. It is the rental account's responsibility to maintain on file
     verification of vehicle mileage at the time the vehicle is sold in the
     used car market. GM reserves the right to audit the rental company to
     insure compliance with this guideline.

     Vehicles previously turned-in and accepted by a GM-Sponsored Auction
     location are not eligible for reclassification.

     Vehicles selected for reclassification by the rental customer, which
     are not deemed "permanent rejects" must have been used exclusively in
     daily rental business, and must comply with the terms and conditions
     outlined in GM's National Fleet Purchase Program for the appropriate
     2003 model years. GM reserves the right to audit the rental company to
     insure compliance with this guideline.

     Permanent Rejects only for reasons of FRAME, FIRE, or FLOOD damage are
     eligible for Reclassification incentives.

B.   APPLICATION REQUIREMENTS:
     Application for payment will be accepted on a quarterly basis.

     Reclassification applications must be submitted to RIMS using an FTP
     service i.e. FileDrive in the DE_ENROLL file format.

C.   FINAL DATE OF SUBMISSION FOR PAYMENT FOR THE 2003 MODEL YEAR: JUNE
     30, 2005

D.   GENERAL POLICY GUIDELINES:
     Rental customer agrees to retain any documents or records relevant to
     vehicles purchased under this program and/or claims submitted for
     payment under this program for two years after the close of this
     program. Rental customer agrees to permit any designated
     representative of GM to examine audit and take copies of any accounts
     and records the rental customer is to maintain under this program. The
     rental customer agrees to make such accounts readily available at its
     facilities during regular business hours. GM agrees to furnish the




                                       11
<PAGE>

     rental customer with a list of any reproduced records.

     GM reserves the right to cancel, amend, revise or revoke any program
     at any time based on its sole business judgements. Final decisions in
     all matters relative to the interpretation of any rule or phase of
     this activity rests solely with General Motors.





  *











                                       12
<PAGE>

                                                                    Attachment 4




  *







               2003 Model Year Daily Rental Purchase Program
               ---------------------------------------------





  *







                                       13
<PAGE>


                                                                    Attachment 6
1.  PROGRAM NUMBER/PROGRAM NAME/TEMPLATE TYPE:
    -----------------------------------------
    PROGRAM NUMBER:  03-01-01 SUPPLEMENTAL (INTERNAL PUBLICATION ONLY)
    PROGRAM NAME:    2003 MODEL YEAR NATIONAL FLEET PURCHASE PROGRAM FOR
                     NON-REPURCHASE LONG-TERM DAILY RENTAL CUSTOMERS
                    (VX7).
    TEMPLATE TYPE:   N/A THIS MESSAGE CONTAINS ALL GUIDELINES

2.  PROGRAM DESCRIPTION:
    -------------------
    THIS REVISION CORRECTS COMPATIBILITY WITH PPT.  SEE # IN SECTION 7.

    THIS PROGRAM MAKES AVAILABLE TO GENERAL MOTORS DEALERS AND QUALIFIED
    LONG-TERM DAILY RENTAL FLEET CUSTOMERS, ALLOWANCES ON SELECT 2003 MODEL
    YEAR GENERAL MOTORS VEHICLES SOLD AND DELIVERED TO QUALIFIED LONG-TERM
    DAILY RENTAL CUSTOMERS/USERS.

    A QUALIFIED LONG-TERM DAILY RENTAL FLEET CUSTOMER/USER IS DEFINED AS
    ANY COMPANY THAT PURCHASES AND REGISTERS OR LEASES FIVE (5) OR MORE NEW
    CARS AND OR TRUCKS FOR USE IN ITS OPERATIONS DURING THE CURRENT OR
    PRECEDING MODEL OR CALENDAR YEAR OR PRECEDING TWELVE (12) MONTH PERIOD



                                       14
<PAGE>

    OR THAT OWNS OR LEASES FIFTEEN (15) OR MORE CARS AND/OR TRUCKS. THIS
    PROGRAM MAKES AVAILABLE ALLOWANCES ON SELECT 2003 MODEL YEAR GENERAL
    MOTORS VEHICLES SOLD AND DELIVERED TO QUALIFIED LONG-TERM DAILY RENTAL
    FLEET CUSTOMERS/USERS.

    A QUALIFIED LONG-TERM DAILY RENTAL FLEET CUSTOMER MUST HAVE A GENERAL
    MOTORS COMMON FLEET ACCOUNT NUMBER (CFAN) TO BE ELIGIBLE FOR ANY
    GENERAL MOTORS FLEET INCENTIVES.

    THE QUALIFIED LONG-TERM DAILY RENTAL FLEET CUSTOMER USER MUST ALWAYS BE
    THE LONG-TERM DAILY RENTAL CUSTOMER WHO PURCHASES THE VEHICLE DIRECTLY
    FROM THE GENERAL MOTORS DEALER AND WHO MEETS THE IN-SERVICE
    REQUIREMENT.

3. PROGRAM START DATE/PROGRAM END DATE/IN-SERVICE REQUIREMENTS:
   -----------------------------------------------------------

    PROGRAM START DATE: BEGINNING WITH ANNOUNCEMENT OF THE 2003 MODEL
     YEAR NATIONAL FLEET PURCHASE PROGRAM

    PROGRAM END DATE: WHEN DEALERS ARE NOTIFIED THAT 2003 MODEL YEAR
     FLEET ORDERS ARE NO LONGER BEING ACCEPTED BY GENERAL MOTORS.

    CANCELLED FLEET ORDERS MUST BE CREDIT AND REBILLED AS RETAIL STOCK.
    PLEASE CONTACT YOUR REGIONAL OFFICE

    IN-SERVICE REQUIREMENTS: UNITS MUST BE IN SERVICE A MINIMUM OF SIX
    (6) MONTHS.  IF, HOWEVER, A VEHICLE HAS BEEN DAMAGED BEYOND REPAIR,
    I.E., FIRE, FRAME, OR WATER DAMAGE, ETC., AND DOCUMENTATION IS
    AVAILABLE TO SUPPORT THE CONDITION, THIS PROVISION WILL BE WAIVED.



  *


5.  METHOD OF APPLICATION/FINAL DATE FOR SUBMISSION OF APPLICATIONS AND
    RESOLUTION OF REJECTS.
    -------------------------------------------------------------------
    METHOD OF APPLICATION: ORDER OPTION VX7.

    FINAL DATE FOR RESOLUTION OF CHARGEBACKS IS DECEMBER 31, 2003

6.  INCENTIVE CODE/METHOD OF PAYMENT:
    --------------------------------
    INCENTIVE CODE: VX7

    METHOD OF PAYMENT: INVOICE CREDIT

7.  DELIVERY REPORTING/COMPATIBLE INCENTIVE/ALLOWANCE PROGRAMS FLEET
    CUSTOMERS (FAN HOLDERS):
    ----------------------------------------------------------
    DELIVERY REPORTING: VEHICLES DELIVERED TO FLEET CUSTOMERS MUST
      BE REPORTED WITH THE FOLLOWING DELIVERY TYPE UNDER
      THIS PROGRAM.  ALL DELIVERIES TO CUSTOMERS WITH A VALID GM
      COMMON FLEET ACCOUNT NUMBER MUST BE REPORTED AS FLEET
      DELIVERIES, REGARDLESS OF ORDER TYPE.

    DEL TYPE   DESCRIPTION
    FLEET SALE:
    020        DAILY RENTAL

    COMPATIBLE INCENTIVE/ALLOWANCE PROGRAMS: VEHICLES DELIVERED TO FLEET
    CUSTOMERS WITH THE ABOVE DELIVERY TYPES MAY BE ELIGIBLE FOR THE
    FOLLOWING OTHER INCENTIVE PROGRAMS. BECAUSE NOT ALL THE PROGRAMS LISTED
    BELOW MAY BE COMBINED WITH EACH OTHER, CONSULT THE GUIDELINES OF EACH
    PROGRAM IN QUESTION. PROGRAMS NOT LISTED BELOW WOULD NOT BE COMPATIBLE
    UNLESS THE SPECIFIC GUIDELINES INDICATE OTHERWISE.

FLEET CUSTOMERS (FAN HOLDERS)


GENERAL
           GM MOBILITY                             (MOB/MOC) YES
           SALESPERSON / SALES MGR. INCENTIVES               NO
           CASH DIRECT MAILS/PRIVATE OFFERS/GENERAL
             COUPONS/CERTIFICATES/NON-CASH VENDOR PROGRAMS   NO
PRICING
           PRICE PROTECTION/BONA FIDE SOLD ORDER       (PPT) NO #
           PRICE PROTECTION/NET INVOICE                (PRP) YES



                                       15
<PAGE>

ORDER/DELIVERY
           FLEET ORDERING & ASSISTANCE         (VQ1/VQ2/VQ3) YES
           INTRANSIT INTEREST CREDIT                   (C4C) YES
RENTAL
           REPURCHASE                                  (VN9) NO
           FLAT-RATE REPURCHASE        (YT1/YT2/YT3/YT4/YT5) NO
           RISK                                        (VX7) XXX
           GM DEALER RENT-A-CAR                        (VN3) NO
GOVERNMENT
           PSA/PURA/BID ASSISTANCE/CE                  (R6D) NO
FLEET/COMMERCIAL
 03-01     NATIONAL FLEET PURCHASE PROGRAM             (VX5) NO
 03-01     NATIONAL FLEET PURCHASE PROGRAM             (STK) NO
             RETAIL ALTERNATIVE (CNC/CNE/CSE/CSR/CWE) NO COMMERCIAL
           CUSTOMER CHOICE (ACC/AUF/ACD/ACE) NO FIT FOR PROFIT
           (ACC/AUF/AAB) NO TRUCK STOCKING (TSI) NO MOTOR HOME INCENTIVE
           (R7Y) NO SCHOOL BUS PACKAGE INCENTIVE (R6I) NO AMBULANCE PACKAGE
           INCENTIVE (R6H) NO SHUTTLE BUS INCENTIVE (R6W) NO RECREATIONAL
           VEHICLE INCENTIVE (R6N) NO DEMONSTRATION - LIGHT DUTY DLR
           (CM8/C6V/TD5/TD4) NO DEMONSTRATION - LIGHT DUTY SVM (CVM/SVX) NO
           LIMOUSINE/FUNERAL COACH (FSV) NO FUNERAL, HOTEL/RESORT & FOR
           HIRE INCENTIVE (LVY) NO FLEET PREFERRED EQUIPMENT GROUPS NO
           IMPALA POLICE CAR DEMONSTRATION PROGRAM NO COMPETITIVE
           ASSISTANCE PROGRAMS - CAPS NO


8. DELIVERY REPORTING/COMPATIBLE INCENTIVE/ALLOWANCE PROGRAMS NON-FLEET
   COMMERCIAL CUSTOMERS (NON-FAN HOLDERS):
   ----------------------------------------------------------

   NOT APPLICABLE ALL DELIVERIES REQUIRE A FAN.

9. OTHER PROGRAM GUIDELINES:
   -------------------------

   A. DELIVERY DATA IS NOT REQUIRED TO RECEIVE THE INVOICE CREDIT BUT
      DELIVERIES SHOULD BE REPORTED AS SOON AS THE DELIVERY IS MADE.
   B. DELIVERIES THROUGH SECONDARY DEALER CODES ARE ELIGIBLE.
   C. CUSTOMER REBATE AMOUNT MUST BE SPELLED OUT ON BUYER'S ORDER.
      CUSTOMER INCENTIVE ACKNOWLEDGMENT AND/OR ASSIGNMENT FORM IS
      NOT REQUIRED.

   D. GENERAL MOTORS UPFITTED VEHICLES (EXCEPT RV'S) ARE ELIGIBLE PROVIDED
      THE VEHICLE WAS PURCHASED DIRECTLY FROM GM OR FROM ANOTHER DEALER IN
      THE UNITED STATES; AND PROVIDED TITLE TO THE VEHICLE WAS RETAINED BY
      THE FRANCHISED DEALER THROUGH THE POINT OF SALE AND DELIVERY TO THE
      ULTIMATE FLEET CUSTOMER. RECREATIONAL VEHICLES ARE EXCLUDED.

10.  GENERAL POLICY GUIDELINES:

   A. ALL GENERAL MOTORS GENERAL GUIDELINES AND DEFINITION OF TERMS
      RELATIVE TO INCENTIVE PROGRAMS THAT WERE SUPPLIED TO YOUR DEALERSHIP
      APPLIES TO THIS PROGRAM. REFER TO GM DEALERS SALES ALLOWANCE AND
      INCENTIVE MANUAL.
   B. GENERAL MOTORS RESERVES THE RIGHT TO CANCEL, AMEND, REVISE OR REVOKE
      ANY PROGRAM AT ANY TIME BASED ON ITS SOLE BUSINESS JUDGMENT. FINAL
      DECISIONS IN ALL MATTERS RELATIVE TO THE INTERPRETATION OF ANY RULE
      OR PHASE OF THIS ACTIVITY RESTS SOLELY WITH GENERAL MOTORS.
   C. GENERAL MOTORS RESERVES THE RIGHT TO AUDIT DEALER RECORDS AND
      DISQUALIFY ANY SALES ALLOWANCE IN THE EVENT SUCH SALES DO NOT MEET
      THE PROGRAM GUIDELINES. ALL MONEYS IMPROPERLY PAID WILL BE CHARGED
      BACK TO THE DEALER.
   D. DEALERS MUST RETAIN RECORDS TO SUBSTANTIATE THEIR CLAIM TO AN
      INCENTIVE OR ALLOWANCE. ALL APPLICATIONS WHICH INDICATE ASSIGNMENT BY
      THE CUSTOMER TO THE DEALER OF A CUSTOMER INCENTIVE MUST BE SUPPORTED
      BY APPROPRIATE DOCUMENTATION RETAINED IN THE DEAL FILE. IF DEALER
      RECORDS DO NOT SUPPORT THE CLAIM, THE DEALER WILL BE CHARGED THE
      AMOUNT OF ALLOWANCE OR INCENTIVE PAID.
   E. ANY DISPUTES BETWEEN THE CUSTOMER AND THE DEALER ARISING FROM
      MISUNDERSTANDING OR AMBIGUITIES REGARDING THIS PROGRAM WHICH CANNOT
      BE RESOLVED BY REFERRING TO APPROPRIATE CUSTOMER INCENTIVE
      ACKNOWLEDGMENT AND/OR ASSIGNMENT FORM (SAMPLE COPY DISPLAYED IN GM
      DEALER SALES ALLOWANCE AND INCENTIVE MANUAL), WILL BE SETTLED IN
      FAVOR OF THE CUSTOMER, IN SUCH INSTANCES, THE DEALER WILL INCUR A
      DEBIT IF THE PAYMENT HAS ALREADY BEEN CREDITED.

THIS IS THE END OF FLEET & COMMERCIAL PROGRAM # 03-01 -1 SUPPLEMENTAL


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