EXHIBIT 10.70

                          AUTHORIZED RETAILER AGREEMENT

This Authorized  Retailer Agreement  ("Agreement") is entered into this 22nd day
of August,  1997, by and between Volvo Cars of North  America,  Inc., a Delaware
corporation  with its principal  place of business at 7 Volvo Drive,  Rockleigh,
New Jersey,  07647 ("the Company") and First Choice Stuart 2, Inc., d/b/a Stuart
Volvo  ("Retailer"),  having its address at 4205 South Federal Highway,  Stuart,
Florida, 34997. This Agreement delineates the rights and responsibilities of the
Company and Retailer,  who each believe that the goals described in the Preamble
to this Agreement can be achieved while  providing the Company and Retailer with
reasonable  profits,  and providing  Volvo  Customers with a superior  ownership
experience.

NOW,  THEREFORE,  in  consideration  of the mutual  promises  and other good and
valuable  consideration  referenced  herein,  the sufficiency of which is hereby
acknowledged, it is mutually agreed by the parties as follows:

                                    PREAMBLE
A. MISSION

The mission of Volvo Cars of North America,  Inc., and its Retailer  Partners is
to maximize the  potential of Volvo  products,  by  identifying  and  fulfilling
clearly defined customer needs and demands.

This will be achieved by:

     Providing an ownership experience regarded as superior in the industry.

     Developing and maintaining  financially  strong and professional  Retailers
     that  are  either  exclusive,  or have  Volvo  products  as  their  primary
     business.

     Developing a superior  organization  where employees  strive for excellence
     based on individual motivation, and TQM oriented leadership; and

     Exploiting  Volvo  virtues  created by  leadership in the areas of quality,
     safety and environmental care.
                                                         VCNA MISSION STATEMENT
                                                                  January, 1995
B. VISION

This Agreement is the very foundation of the  partnership  between Volvo Cars of
North  America,  Inc. and its  Retailers.  It has been  carefully and diligently
constructed  by a team of equals,  representing  both  Partners in the spirit of
fairness and cooperation.

It is upon this  foundation  we will strive to build a  preeminent  organization
dedicated  to  fulfilling  our joint  vision:  A seamless  manufacturer/retailer
commercial entity created and maintained by:

     Sharing in risks and rewards.

     Building of financial strength.

     Common "ownership" of the Volvo brand.

     Maximizing  the  potential  of Volvo  products  and  delivering  a superior
     ownership experience.

Consistent  with our  vision,  we  mutually  agree  to  conduct  our  respective
businesses  with the  highest  level of  integrity,  thereby  creating  a strong
perception of seamlessness in the eyes of our customers.

C.       PRINCIPLES OF OUR RELATIONSHIP

Both Partners have the right to expect from each other the mutual  commitment to
and belief in the following Principles:


     That  the  pursuit  of the  Mission  Statement  and the  Vision  is a joint
     responsibility.

     That the overall  direction of the development of the name,  trademarks and
     reputation of "Volvo" is a joint responsibility.

     That rewards be shared in relation to risks  assumed.  That the Volvo brand
     be further protected and developed.

     That people are important. That unique customer-value be provided.

     That disputes be resolved in a fair and equitable manner.  That information
     be shared timely and accurately.

     That honesty and integrity are fundamental to our conduct of business.

     That  the  commitment  to  and  fulfillment  of  these  principles  is  the
     foundation upon which the right to represent Volvo is awarded.

D.       RETAILER PARTICIPATION

The  strength  of  this  Agreement  is the  mutuality  principle.  It  has  been
deliberately  constructed to protect the interests of both Partners equally, for
it is our mutual interests which make us strong.

The Company and Retailer  agree that their  interests  must be aligned to attain
these  goals and  achieve  long term  success in the  automotive  market.  These
interests include,  without  limitation,  the profitable  marketing,  promoting,
selling and servicing of Company  Products  while  building  superior  levels of
customer loyalty and satisfaction with the Company and Retailer.

In   consideration  of  Retailers'   commitments,   and  to  ensure  a  mutually
satisfactory  relationship  between  Company and its Retailers,  the Company has
established mechanisms for Retailer participation in the decision-making process
on matters significantly affecting Retailer's business.  Retailer involvement is
provided through six principal  mechanisms:  the Executive  Committee,  Regional
Operating  Teams,  Retailer Action Teams,  Performance  Enhancement  Teams,  the
Market Representation Panel, and the Mediation Panel.

A.       EXECUTIVE COMMITTEE

Guided by the Mission  Statement,  Vision,  and the  Principles,  the  Executive
Committee is a Volvo policy team whose  primary focus is the future value of our
business.

Four  Retailers   participate   along  with  Company   executives  from  various
disciplines.  Retailer  participants must have previously served as members of a
Regional Operating Team, are selected by the Executive Committee,  and serve for
staggered two-year terms.

B.       REGIONAL OPERATING TEAMS

The Regional  Operating  Teams are comprised of an equal number of Retailers and
Company  representatives.  Regional Operating Teams deal with regional and local
business issues in areas such as advertising and market support.

C.       RETAILER ACTION TEAMS

The Executive  Committee may establish  Retailer  Action Teams as necessary,  to
review certain specific business issues. The Executive  Committee will determine
the membership of each Retailer Action Team and the scope of its assignment.

D.       PERFORMANCE ENHANCEMENT TEAMS

Performance  Enhancement  Teams are comprised of 8-14  Retailers and two Company
representatives.  These  Retailer-managed  teams focus on best practices sharing
and team problem solving.

E.       MARKET REPRESENTATION PANEL

The Market Representation  Panel,  consisting of three Retailers (one of whom is
from the Executive Committee),  and three Company  representatives (of which one
is from the  Executive  Committee)  review and revise the  criteria  used by the
Company for awarding the Retailer Agreement.

F. MEDIATION PANEL

The Mediation Panel is designed to help resolve certain disputes which may arise
between a Retailer and the  Company,  and is  comprised  of two  Retailers,  two
Company representatives, and one member chosen by the Mediation Panel.

Each of the above committees,  teams, and panels represent each Partner's belief
in the mutuality principle and commitment to the future of the Volvo brand.

                            I. BUSINESS RELATIONSHIP

The  Partners  agree  that a  climate  of  mutual  trust,  respect,  and  shared
information is fundamental to the joint pursuit of a shared vision, which is the
foundation of this Agreement.

1.       TERM OF AGREEMENT

This Agreement is for a five-year term,  beginning on the date it is signed by a
Company  Officer,  unless the parties  mutually  terminate in writing,  or it is
terminated as otherwise provided herein.

If Retailer is not in material  breach of this  Agreement  when it expires,  the
Company  will,  either  offer  Retailer  the then  current  Authorized  Retailer
Agreement,  or renew or extend  this  Agreement.  The  Company  agrees to notify
Retailer in writing,  no later than one (1) year prior to the end of the term of
this Agreement, in the event that the Company does not intend to renew or extend
this  Agreement,   or  offer  Retailer  the  then  current  Authorized  Retailer
Agreement.

The term of this Agreement may be extended only by written agreement between the
parties,  signed by an Officer of the  Company.  If the parties  continue  their
business  relationship after this Agreement expires, the relationship will be on
a  month-to-month  basis  only,  and all other terms of this  Agreement  will be
applicable.

2. OWNERSHIP

A.       Principal Owners.

This  Agreement  is in the nature of a personal  services  contract  between the
Company and Retailer. The Company enters into this Agreement in express reliance
on, and in consideration of, the expertise,  reputation,  character,  integrity,
ability,  representations  and professional and personal  qualifications  of the
Principal Owner(s) listed below.

In  addition,  the Company  relies  upon the fact that at all times  during this
Agreement's  term, the  individuals  identified  below will remain the Principal
Owner(s) of Retailer, and that each is committed to achieving the goals

described in the Preamble to this Agreement, and understands and agrees to abide
by the terms and conditions of this Agreement:

PERCENTAGE OF
NAME                            RESIDENTIAL ADDRESS         OWNERSHIP INTEREST

1.  Smart Choice Automotive     5200 S. Washington Avenue        80%
    Group, Inc.                 Titusville, FL 32780

2. [intentionally left blank]

3. Joseph Alvarez               386 Carmel Drive                 20%
                                Melbourne, FL 32940

4.

Retailer  represents and agrees that the person(s)  named as Principal  Owner(s)
above,  and only those  person(s),  will exercise the ownership,  control and/or
management of Retailer and that any change in  ownership,  control or management
shall be made only in accordance  with, and subject to, the terms and conditions
of this Agreement.

B.       Investors.

The following  person(s),  ( "Investor(s)"),  also has an ownership  interest in
Retailer:

PERCENTAGE OF
NAME                      RESIDENTIAL ADDRESS              OWNERSHIP INTEREST

Same as Section 2A.

Retailer  represents and agrees that the person(s) named as investors above will
not exercise control and/or management of Retailer's operations.

3.       MANAGEMENT

The Company and Retailer  agree that  Retailer's  success  under this  Agreement
depends upon dedicated, full time, professional,  qualified, on-site management.
The Company and Retailer agree that if no Principal Owner  identified in Section
2A, either: (i) maintains his or her principal place of business at the Retailer
Facility;  or (ii) is involved in Retailer  Operations on a full time,  on-site,
day-to-day basis,  except in those  circumstances  when Owner operates more than
one Retail Facility in the same Area of Responsibility or Market Area, that full
managerial  authority  shall be granted to the person named below (the  "General
Manager"),  and that this  General  Manager  shall  devote  his or her  personal
services on a full time, on-site,  day-to-day basis to Retailer's management and
operation.  The  Company  enters  into this  Agreement  in  reliance  on, and in
consideration of, Retailer's  representation  that: (i) the General Manager will
possess  the  expertise,   reputation,   character,   integrity,   ability,  and
professional and personal  qualifications to achieve the goals and objectives of
this Agreement;  (ii) he or she is committed to achieving the goals described in
the Preamble to this  Agreement;  and (iii) he or she  understands and agrees to
abide by the terms and conditions of this Agreement.

Retailer agrees that the General Manager identified in this Section 3 shall have
an ownership interest in Retailer of at least twenty percent (20%).

PERCENTAGE OF
NAME                    RESIDENTIAL ADDRESS              OWNERSHIP INTEREST

Joseph Alvarez          386 Carmel Drive,                        20%
                        Melbourne, FL 32940         

4.       CHANGES IN OWNERSHIP OR MANAGEMENT

Because this Agreement is in the nature of a personal services contract, and the
Company has entered into this Agreement in reliance on, and in consideration of,
the expertise,  reputation,  character, integrity, ability,  representations and
professional and personal qualifications of the Principal Owners,  Investors and
the General Manager identified in Sections 2 and 3 above, if Retailer desires to
make any change in: (i) Retailer's ownership, including, but not limited to, any
attempt to conduct a public offering of any of Retailer's shares,  regardless of
the  number or  percentage  of shares;  or (ii) the  relative  shares  among the
Principal Owners or other investors  referenced in 2B, Retailer agrees to obtain
the Company's written approval,  which shall not be unreasonably  withheld.  The
Company  recognizes  that  Retailer  may  wish  to  make a  public  offering  of
Retailer's  shares, and that such a proposed offering of Retailer's shares shall
not  constitute  the sole grounds  upon which  Company may  reasonably  withhold
approval under this Section.

Retailer agrees that the Company's knowledge of any change in ownership interest
or management  of Retailer  will not be a waiver of the Company's  rights and/or
Retailer's  obligations  under this Section  unless the Company has approved the
change in writing.

5. LOCATION

In consideration of the Company entering into this Agreement, Retailer agrees to
at all times  establish  and maintain  Retailer  Facilities  and  Operations  in
accordance with Company Policies, at only the following locations):

                       Location I                   Location 2        Location3

A.  New Car Sales      4205 South Federal Highway
& Showroom             Stuart, Florida 34997

B. Service,            4205 South Federal Highway
Parts &                Stuart, Florida 34997
Accessories

C.Volvo Select         4205 South Federal Highway
 Pre Owned Vehicles    Stuart, Florida 34997
Display

D.  Administrative     4205 South Federal Highway
Support Activities     Stuart, Florida 34997

6.       FACILITIES

Retailer  and  the  Company  agree  that  appropriate  Retailer  Facilities  are
necessary to achieve the goals  described in the Preamble to this  Agreement and
to provide Volvo Customers with a superior ownership experience. Retailer agrees
to operate its Retailer  Facilities  in accordance  with this  Agreement and the
then current  Retailer  Facilities  Guide. If Retailer  operates  multiple sales
and/or  service  facilities,  the  terms  of this  Agreement  will  apply to all
Retailer Facilities.

A. Location.

Retailer will provide  Retailer  Facilities  that:  (i) will enable  Retailer to
perform its  responsibilities  under this  Agreement;  (ii) are  satisfactory in
space, appearance,  layout,  equipment, and signage; and (iii) are in accordance
with the then  current  Retailer  Facilities  Guide.  Retailer  will conduct its
Retailer Operations only from the location(s) identified in Section 5.

B.       Changes and Additions.

Retailer will not move, relocate,  or substantially change the usage of Retailer
Facilities,  nor will Retailer,  Principal Owner,  Investor,  or General Manager
directly or  indirectly  establish or operate any other  locations or facilities
for any of the Retailer Operations (or similar operations)  contemplated by this
Agreement  without  the  Company's  prior  written  consent,  which  will not be
unreasonably  withheld.  Retailer agrees that all new Retailer  Facilities shall
conform to architecture, design and style described in the then current Retailer
Facilities Guide.

The Company and Retailer agree that any changes in Retailer  Facilities  will be
reflected  in a written  addendum  to this  Agreement.  Retailer  will  promptly
correct any deficiencies in Retailer's performance of its responsibilities under
this Section 6.

Retailer  acknowledges  that the  addition  and  maintenance  of another line of
vehicles or another  automobile  dealership  operating  simultaneously  with its
Retailer  Operations at Retailer  Facilities could adversely  affect  Retailer's
sales and service  performance  with respect to Company  Products.  Accordingly,
Retailer  agrees to: (i) notify the  Company in writing  within ten (10) days of
its  execution of an agreement or letter of intent to add a new line of vehicles
to be sold or  serviced at Retailer  Facilities;  and (ii) obtain the  Company's
written approval which will not be unreasonably withheld.

C.       Development of Market Studies.

The Company may, from time to time,  conduct studies of various geographic areas
to evaluate  market  conditions.  These market studies may,  where  appropriate,
evaluate  factors  including  geographical  characteristics,  consumer  shopping
patterns,  existence of competitive automobile dealerships,  sales opportunities
and service  requirements  of the geographic  area in which  Retailer's  Area of
Responsibility  or  Market  Area is  located,  trends in  marketing  conditions,
current and  prospective  trends in population,  income,  occupation,  and other
demographic  characteristics  which the Company may  determine  to be  relevant.
Based upon such studies,  the Company will make  recommendations  concerning the
market and Retailer  Facilities.  The Company will give Retailer prior notice of
its  intention to conduct a study which  includes the  geographic  area in which
Retailer's Area of Responsibility  or Market Area is located.  Within 30 days of
notice,  Retailer  should  provide the  Company  with all  information  Retailer
believes relevant to the market study.

D.       Evaluation of Retailer Facilities and Location.

The  Company  will   periodically   evaluate   Retailer's   performance  of  its
responsibilities  under this Section 6. In making evaluations,  the Company will
consider:  (i) the land and building  space Retailer  actually  dedicates to its
performance  under this  Agreement;  (ii) the then current  Retailer  Facilities
Guide; (iii) the appearance,  condition and layout of Retailer Facilities;  (iv)
the  ability of  Retailer  Facilities  to satisfy  the sales  opportunities  and
service requirements of the Area of Responsibility or Market Area; and (v) other
factors   that  may   directly   relate  to   Retailer's   performance   of  its
responsibilities  under this Agreement.  Evaluations  prepared  pursuant to this
Section 6 will be  discussed  with and  provided to  Retailer,  and Retailer may
comment in writing within thirty

(30)     days of its receipt of an evaluation.

7.       CAPITALIZATION OF RETAILER

Retailer  agrees that its ability to market,  promote,  sell and service Company
Vehicles and provide Volvo  customers  with a superior  ownership  experience is
dependent in part upon Retailer maintaining adequate working capital to meet its
obligations  under its Business Plan.  The Company will provide  Retailer with a
Working  Capital Guide to assist  Retailer in  determining  its working  capital
requirements.  Retailer  agrees that the Company may, upon prior written notice,
reasonably modify the Working Capital Guide.

8.       DISPOSITION OF BUSINESS BY RETAILER

Retailer  and the  Company  agree that to  achieve  the goals  described  in the
Preamble to this Agreement, each Authorized Retailer shall be owned and operated
by parties committed to achieving these same goals.

Retailer  agrees  that this  Agreement  is in the nature of a personal  services
contract.  While the Company acknowledges that Retailer has the right to sell or
otherwise  transfer  the  stock  and/or  assets  of  the  dealership.   Retailer
acknowledges and agrees that this right is subject to this Section 8.

A. General.

The Company  recognizes  Retailer's  opportunity to sell or otherwise dispose of
all or substantially all of Retailer's  assets  (including  goodwill) related to
Retailer's  obligations or  performance  under this Agreement at any time and on
such terms and conditions as Retailer may decide to accept. Any transfer or sale
of any stock of Retailer,  or a transfer and/or sale of a majority of the assets
of  Retailer  to any  person  or entity  will be  subject  to the prior  written
approval  of the  Company.  Retailer  agrees to  provide  the  Company  with all
documents  reasonably  necessary for the Company's evaluation of any transfer of
Retailer's  stock or assets.  Retailer  also agrees that the time period for the
Company's  review and  evaluation  of any  transfer of stock or assets shall not
begin until all necessary documents have been submitted to the Company.  Subject
to the Company's  rights in Section 8B below,  the Company will not unreasonably
withhold  consent  to  enter  into  a  new  agreement  with  a  buyer  on  terms
substantially the same as the provisions of this Agreement,  or the then current
Authorized  Retailer  Agreement.  Retailer  agrees  that  if,  in the  Company's
business judgment,  a sale may adversely affect the Company's ability to achieve
its goals  described  in the Preamble to this  Agreement,  or the ability of the
proposed  retailer to meet the  obligations  under the then  current  Authorized
Retailer Agreement, the Company may reasonably withhold approval.

B.       Right of First Refusal.

(i)      Request to Transfer.

If  Retailer  submits a written  request  to  transfer  stock  and/or  assets in
Retailer as  described  in this  Section 8, the Company  shall have the right of
first refusal or option to purchase  Retailer's stock and/or assets. The Company
must notify  Retailer of its election to exercise  such right within thirty (30)
days after  receiving  Retailer's  complete  written  proposal.  If the  Company
exercises its right of first refusal,  this shall supersede any other right that
Retailer may have to transfer or otherwise  dispose of its stock or assets.  The
Company may assign its right or option to a third party.

(ii)     Bona Fide Agreement.

If Retailer enters into a bona fide written  agreement for the sale of its stock
and/or  assets,  the  Company's  right under this  Section 8 shall be a right of
first refusal, enabling the Company to assume the buyer's rights and obligations
under such agreement and cancel this Agreement and all rights granted  Retailer.
Upon the Company's request, Retailer agrees to provide all documents relating to
the proposed transfer, including, without limitation, those reflecting any other
agreements or understandings between the parties to the transfer agreement.

(iii)    Non Bona Fide Agreement.

If Retailer  fails to provide  documentation  as required in Section 8B (ii), or
states in writing that the  requested  documents do not exist,  the Company will
conclusively  presume  that the  agreement  is not  bona  fide.  If the  Company
determines that the agreement is not bona fide, the Company will have the option
to purchase  Retailer's  stock and/or assets utilized in Retailer's  Operations.
The Company may also,  but shall not be required to,  purchase any of Retailer's
real property or leasehold interest related to Retailer's Facilities.

(iv)     Purchase Price.

If Retailer enters into a bona fide written agreement,  the Company and Retailer
agree that the  purchase  price and other terms of sale under the right of first
refusal will be those  described in such  agreement  and any related  documents,
unless  Retailer and the Company agree to other terms.  In the absence of a bona
fide written  agreement,  the purchase price of Retailer's  stock and/or assets,
excluding new and undamaged parts and  accessories,  and other essential  terms,
will  be  determined  by good  faith  negotiation  between  the  parties.  If an
agreement  cannot be reached,  the purchase price and any other  essential terms
not agreed upon will be determined through binding arbitration  conducted by the
American Arbitration Association.

Each  party  agrees  to  pay  its  own  attorneys'  fees  associated  with  this
arbitration.  If the sale involves the sale of real property, Retailer agrees to
transfer the real  property by warranty  deed,  in  recordable  form,  conveying
marketable  title free and clear to the Company.  If the sale involves the sale,
transfer,  or  assignment  of a  leasehold  interest,  Retailer  agrees to sell,
transfer,  or assign such interest in a method  typically  undertaken in similar
commercial transactions.

(v)      Assignments.

If the Company  elects to exercise  its rights  under this  Section 8,  Retailer
shall transfer or assign to the Company all licenses,  authorizations,  permits,
and other documents typically required in similar commercial  transactions,  and
shall grant all other necessary  approvals to conduct  Retailer  Operations in a
manner similar to that immediately prior to the sale.

(vi)     Successors and Assigns.

The Company's  rights under this Agreement  shall be binding on and  enforceable
against any assignee or  successor  in interest of Retailer or any  purchaser of
Retailer's stock and/or assets,  unless the Company has previously  approved the
successor under Section 9A.

C.       Outstanding Obligations.

Retailer agrees that all outstanding  monetary  obligations to the Company shall
be paid prior to, or at the time of, transfer.

9.       SUCCESSION OF OWNERSHIP OR MANAGEMENT

A.       Successor Addendum.

Retailer  may apply for a  successor  addendum  designating  proposed  principal
owners and/or owners of a successor retailer to be established if this Agreement
expires because of the Principal  Owner(s) death or incapacity.  The Company may
execute the  successor  addendum if the  proposed  successor  completes,  to the
Company's  satisfaction,  the  then  current  selection  process  to  become  an
Authorized Retailer used by the Company.

B.       Rights of Heirs.

If a Principal Owner(s) or General Manager (with an ownership interest) dies and
his or her interest in  Retailer's  Operations  passes  directly to any heir who
wishes to succeed to such party's  interest,  the  Principal  Owner's or General
Manager's legal  representative  must notify the Company within thirty (30) days
of the  Principal  Owner's or General  Manager's  death of such heir's or heirs'
intent to succeed the  Principal  Owner's or General  Manager's  interest.  If a
Principal Owner(s) or General Manager becomes incapacitated,  then the Principal
Owner's or General Manager's legal representative must notify the Company within
thirty (30) days of the determination of such incapacity and provide the Company
with plans, if any, for a successor. The effect of notice of death or incapacity
from either the Principal Owner's or General Manager's legal representative will
be to suspend any notice of termination provided for in Section IOA (iv).

C.       Rights of Remaining Owners and Investors.

If this Agreement  would  otherwise  terminate  because of a Principal  Owner Is
death or incapacity,  and Retailer and the Company have not executed a successor
addendum,  the remaining  Principal  Owners or Investors,  if any, may propose a
successor to continue the operations identified in this Agreement.  The proposal
must be made in writing to the  Company at least  thirty  (30) days prior to the
termination of this Agreement,

The  proposal  will be accepted if: (i) it meets the  requirements  of Section 2
with regard to ownership; (ii) the proposed successor successfully completes the
Authorized  Retailer  selection  process;  (iii) any proposed owner(s) satisfies
applicable  Authorized Retailer selection criteria;  (iv) the proposed successor
retailer  and/or the  proposed  general  manager are ready,  willing and able to
comply with the requirements of the then current Authorized  Retailer Agreement,
and agree to implement the Business Plan;  and (v) all of the former  Retailer's
outstanding monetary obligations to the Company have been satisfied.

D.       Limitation on Offers.

The  Company  will  notify the  individual  or entity  making a  proposal  under
Sections 9A, B, or C in writing of the decision on a proposal under this Section
9 within sixty (60) days after:  (i) Retailer has submitted all applications and
information  that the  Company  reasonably  requested,  and  (ii)  the  proposed
retailer  has  successfully   completed  the  selection  process  to  become  an
Authorized  Retailer.  The  Company's  offer  to enter  into  the  then  current
authorized Retailer agreement under this Section 9 will automatically  expire if
not accepted by the proposed  successor retailer within sixty (60) days after it
receives the offer.

E.       New Successor Addendum.

Retailer may cancel an executed  successor addendum in writing at any time prior
to the death or  incapacity  of a  Principal  Owner.  The  Company may cancel an
executed  successor  addendum only if the proposed  Principal Owner(s) no longer
meets the selection criteria to become an Authorized  Retailer.  The parties may
execute a superseding successor addendum by agreement.

10.      TERMINATION.

A.       Immediate Termination.

This Agreement will continue in force, and will govern all transactions  between
the Company and Retailer  until  terminated in accordance  with this Section 10.
Any  termination of this Agreement shall apply to all Retailer  Facilities.  The
Company and  Retailer  may also  ten-ninate  this  Agreement  by mutual  written
agreement at any time.

Retailer may terminate this Agreement at any time,  with or without  reason,  by
giving the  Company  sixty (60) days  prior  written  notice.  The  Company  may
terminate this  Agreement  upon written  notice to Retailer if the  distribution
agreement between the Company and Manufacturer is terminated.

Retailer and the Company agree that certain  conduct which is within  Retailer's
control is so contrary to achieving the goals  described in the Preamble to this
Agreement, and to the spirit, purpose and objectives of this Agreement, that any
of the following conduct will constitute a material breach of this Agreement and
justify its immediate termination, upon written notice:

(i) Change in the control,  ownership or  management of Retailer as described in
Section 4 of this Agreement including,  without limitation,  an attempted public
offering of ownership in Retailer, without the Company's prior written approval;
or

(ii) Sale, transfer, or assignment by Retailer of this Agreement,  or any of the
rights  granted to it under  this  Agreement,  or any  transfer,  assignment  or
delegation by Retailer of any of the responsibilities assigned to Retailer under
this Agreement, without the Company's prior written approval; or

(iii)  Sale,  transfer  or  assignment  by  Retailer  of  any of  the  stock  or
substantially  all of the  assets  used by  Retailer  in its  Volvo  operations,
without the Company's prior written approval; or

(iv)  Subject to the  provisions  in Section  9, death or mental  incapacity  of
Retailer (if Retailer is an individual) or any person identified in Section 2 of
this Agreement; or

(v) Misrepresentation by Retailer concerning Retailer's ownership or management,
or any material  misrepresentation in the application for this Agreement,  or at
any time thereafter; or

(vi)  Undertaking by Retailer or any of its owners to conduct either directly or
indirectly,   any  of  Retailer's  Operations  at  locations  other  than  those
designated in this Agreement, without the Company's prior written approval; or

(vii) Willful  misrepresentation by Retailer, or any of its agents or employees,
in any claim or application for  reimbursement  by, or payment from the Company,
including, without limitation,  warranty claims, goodwill payments,  incentives,
work performed pursuant to a recall,  pre-delivery inspection,  or for any other
refund, credit, incentive, allowance, discount, reimbursement or payment applied
for or received under any Company program; or

(viii) Knowing  acceptance by Retailer of any payment for any work not performed
or  contracted  for by  Retailer  in  accordance  with  this  Agreement,  or any
applicable warranty or other Company Policies,  service bulletin,  procedures or
programs the Company may issue; or

(ix) Filing by Retailer of a voluntary petition in bankruptcy,  or the filing of
a petition to have  Retailer  declared  bankrupt,  providing the petition is not
vacated  within  thirty (30) days; or any  adjudication  of Retailer as bankrupt
pursuant  to an  involuntary  petition;  or  any  appointment  by a  court  of a
temporary or permanent receiver, trustee, or custodian for Retailer,  Retailer's
assets or  Retailer's  business who shall not be  discharged  within thirty (30)
days; or execution of any assignment for the benefit of creditors  provided that
the  assignment  is not set aside within  thirty (30) days; or any material levy
under  attachment,  or by any  process  of law by which a third  party  acquires
rights in or to the  ownership or operation  of any Retailer  Facility  provided
that the levy is not vacated  within  thirty (30) days; or if Retailer is unable
to meet maturing debts on terms  agreeable to its creditors;  or any dissolution
of Retailer; or

(x)  Use  by  Retailer  of  any  unfair,  misleading,  deceptive  or  fraudulent
advertising  or business  practice in the  marketing,  sale or  servicing of any
Company Product or in any program offered by Company; or

(xi)  Conviction of or entry of a judgment in a court of competent  jurisdiction
against a Retailer or any person  named in Sections 2 or 3, of a felony,  or any
unfair, misleading, deceptive or fraudulent business practice; or

(xii)  Failure of Retailer to conduct  its sales,  service and parts  operations
during  the  customary  business  hours  of the  trade  in  Retailer's  Area  of
Responsibility or Market Area for five (5) consecutive business days, unless any
failure  is  caused  by  contingencies  beyond  Retailer's  reasonable  control,
including strikes, civil war, riots, fires, floods,  earthquakes,  or other acts
of God, provided that Retailer immediately resumes its customary operation after
the cause of the closure or cessation of operation is removed; or

(xiii)  Refusal or inability by Retailer to pay any amount  Retailer owes to the
Company within thirty (30) days after the Company demands payment from Retailer;
or

(xiv) Failure by Retailer to comply with Section 35 of this Agreement; or

(xv) Agreement, combination, understanding or contract by Retailer, whether oral
or written, with any
other  corporation,  person,  firm or other  legal  entity  for the  purpose  of
unlawfully fixing prices of Company Products, or otherwise violating any law; or

(xvi)  Failure  by  Retailer  to  procure  and  maintain  any  license  or other
governmental authorization necessary to operate as a Volvo Retailer; or

(xvii)  Importation,  distribution  or sale of  Company  Products  which are not
originally  manufactured,  designed  or intended  for use in the United  States,
without the Company's prior written approval.

B.       Sixty Day Cure Period Prior to Termination.

The Company may also terminate this Agreement upon no less than thirty (30) days
prior  written  notice if Retailer  fails to cure within sixty (60) days, to the
Company's satisfaction, any other material default in its performance under this
Agreement. These material defaults include, without limitation, the following:

(i)  Any  dispute,   disagreement,  or  controversy  between  or  among  persons
identified in Section 2 of this
Agreement  which, in the Company's  reasonable  opinion,  adversely  affects the
ownership, operation, management, or business of Retailer or Company; or

(ii)  Retention  by  Retailer  of any  General  Manager,  who  in the  Company's
reasonable  opinion  is not  competent,  or no longer  possesses  the  requisite
qualifications  for the position,  or who has acted in a manner  contrary to the
continued best interests of the Company or Retailer; or

(iii) Any material  modification or change in the use of Retailer's  Facilities,
including,  without  limitation,  the addition or maintenance of another line of
vehicles at Retailer's  Facilities without the Company's prior written approval;
or

(iv) Failure by Retailer to improve,  alter, or modify its Retailer  Facility to
meet the requirements in the Company Facilities Guide or other Company Policies,
or which  Retailer had agreed or  represented to the Company that Retailer would
make or do; or

(v)  Failure by  Retailer  to maintain  and employ in  Retailer's  business  and
operations under this Agreement  sufficient net working capital and net worth to
enable Retailer to satisfy Retailer's responsibility under this Agreement; or

(vi) Failure by Retailer to update its Business Plan in accordance  with Section
13.

(vii)  Failure by  Retailer to maintain  adequate  flooring  lines of credit for
Company Vehicles; or

(viii)  Failure by Retailer to maintain an inventory of new Company  Vehicles of
the latest model in accordance with the objectives agreed to by Retailer and the
Company; or

(ix) Failure by Retailer to keep available at all times, in excellent  condition
for demonstration purposes, a representative number and mix of the latest models
equipped with the latest accessories offered by the Company; or

(x) Failure by Retailer to, at all times, keep in Retailer's  Facility(ies),  an
inventory of Genuine Volvo Parts and  Accessories in quantities that the Company
reasonably   determines  are  necessary  to  meet  the  current  and  reasonably
anticipated service requirements of Volvo Customers; or

(xi)  Failure by Retailer to keep  records of its  business  relating to Company
Products,  or any  failure,  after  reasonable  notice  to  Retailer,  to submit
Retailer's  accounts and records  relating to the sale and  servicing of Company
Products, or allow the Company to inspect its accounts and records; or

(Xii) Failure by Retailer to furnish the Company,  within reasonable time limits
specified  by the  Company,  and on forms  prescribed  by or  acceptable  to the
Company, statements of Retailer's financial condition and operating results; or

(xiii)  Failure by  Retailer  to furnish  the  Company on such forms and at such
times as the Company may  reasonably  require,  reports of Retailer's  sales and
inventory of Company Products and used automobiles; or

(xiv) Failure by Retailer to maintain  warranty  records in accordance  with the
Company Policies; or

(xv) Negligent or willful conduct by Retailer that the Company determines,  in a
reasonable  exercise of its  discretion,  to be harmful to the reputation of the
Company, Company Products, or Marks/Trademarks.

C.       Failure to Meet Improvement Plan Objectives.

If Retailer  fails to cure  deficiencies  identified  in the  improvement  plans
within the periods  described  in Section 14, the  Company  may  terminate  this
Agreement upon thirty (30) days prior written notice to Retailer.

If Retailer refuses to enter into the applicable  improvement  plan, the Company
may terminate this Agreement in accordance with Section I OA.

D.       Applicable Notice Provision for Termination.

Retailer and the Company  acknowledge  that under certain  state laws,  the time
period required for notice of termination may vary from those described  herein.
Retailer and the Company agree that  statutory and regulatory  time  provisions,
when greater than those provided above, shall control as applicable.

E. Failure to Terminate Shall Not Constitute a Waiver.

The Company may terminate this Agreement under any applicable provision which it
elects,  notwithstanding the existence of any other grounds for termination,  or
the  failure to refer to such  other  grounds  for  termination.  The  Company's
failure to specify additional  ground(s) for termination in its notice shall not
preclude the Company from later  establishing,  upon notice, that termination is
also  supported  by such  additional  ground(s),  without  regard to when  those
additional grounds were discovered.

F.       Procedure on Termination.

Termination  of this  Agreement  shall end  Retailer's  status as an  Authorized
Retailer,  but shall  not  affect  any  liability  of either  party to the other
accruing prior to the date of termination, or arising out of this Agreement.

Upon termination, Retailer agrees to immediately: (i) discontinue the use of any
trademarks  or  trade  names  made up in whole  or in part of any  trademark  or
tradename  belonging  to the  Company  or  Manufacturer;  (ii)  remove all signs
containing  any such  trademarks or trade names;  and (iii) render unfit for the
use originally intended (or to certify to the Company that Retailer will not use
for  the  purpose  originally  intended)  any  stationery,  printed  matter,  or
advertising containing any such trademarks or trade names. In addition, Retailer
will not represent or continue any practices  which might make it appear that it
is still an authorized Volvo retailer and will  permanently  discontinue any use
of the word Volvo in Retailer's corporate title, firm name or tradename and will
immediately take such steps as may be necessary or appropriate in the opinion of
the Company to change such corporate title,  firm name or tradename to eliminate
the word Volvo, all without cost or expense to the Company.

Upon  termination  under Section IOA, all unfilled  orders for Company  Products
will be deemed canceled.  Upon termination  under Section I OB, the Company will
have the option to complete or cancel all unfilled  orders for Company  Products
then pending and will have a similar right to complete or cancel any firm orders
given after notice and before termination.

Upon termination of this Agreement,  Retailer shall transfer to the Company: (i)
all orders for sale by Retailer of Company  Products  then pending with Retailer
and all deposits  obtained  whether in cash or in kind;  (ii) all of  Retailer's
warranty files regarding  warranty claims on Company Products;  (iii) all lists,
files and service records of Volvo Customers;  and (iv) all technical or service
literature, advertising and other printed material relating to Company Products,
including,  without limitation,  sales instruction manuals, service manuals, and
promotional  materials.  All warranty  claims must be closed  within thirty (30)
days of such termination.

After termination, the Company's acceptance of orders from Retailer,  Retailer's
continuance of sale of Company Products,  or the Company's referral of inquiries
to Retailer or any business  relations  either party has with the other will not
be  construed  either  as a  renewal  of  this  Agreement  or a  waiver  of  the
termination.  If the Company accepts any orders from Retailer after termination,
all such transactions will be governed by the terms of this Agreement applicable
to such transactions, unless otherwise agreed in writing.

11.      DISPUTE RESOLUTION

Retailer and the Company  recognize that certain disputes may arise between them
as to application and  interpretation  of this Agreement,  the Company Policies,
and  the  other  controlling  documents  referenced  in  this  Agreement.  While
understanding  that  certain  federal  and  state  courts  and  agencies  may be
available to resolve any disputes,  Retailer and the Company agree that it is in
their mutual best  interests,  consistent  with achieving the goals described in
the Preamble to this Agreement,  and in the spirit of this Agreement, to attempt
to resolve first through mediation, described below, all disputes arising from a
notice of  termination  as described in Section 10. Each party agrees to pay its
own attorneys' fees, costs and expenses associated with such mediation.

A.       Non-Binding Mediation.

Prior to initiating any judicial, agency or other administrative proceeding, the
Company  and  Retailer  agree to mediate any  dispute  arising  from a notice of
termination as described in Section 10.  Mediation  shall be held at the Company
regional  office  closest  to  Retailer,  or at  another  mutually  agreed  upon
location,  and shall  begin  within ten (IO) days after  receipt of notice:  (i)
invoking this Section II; and (ii) clearly specifying the nature of the dispute.
Mediation shall not be binding unless first agreed to in writing by Retailer and
the Company.  Any mediation  under this Section I I shall be conducted  before a
Company/Retailer  Mediation Panel (the "Mediation  Panel") chosen by the Company
and Retailer at least five (5) days before such mediation is scheduled to begin,
and shall be governed by the Company's Mediation Guidelines.

B.       Mediation Panel.

The Mediation Panel shall consist of: (i) two members of the Company management,
including one from Retailer's region; (ii) two Retailer Mediators,  one of which
shall be from Retailer's Region, but not by an Authorized  Retailer which has an
Area of  Responsibility  in a Market Area  contiguous to or in competition  with
Retailer; and (iii) one member chosen by the members identified in (i) and (ii).
Within  twenty  (20) days of hearing  the  dispute,  the  Mediation  Panel shall
recommend, in writing, a solution to Retailer and the Company. The parties agree
that a  majority  vote of the  Mediation  Panel  shall be deemed to be the final
decision of the Mediation  Panel.  Each party shall have five (5) days to accept
or reject the Mediation Panel's solution, in its entirety.

C.       No Waiver of Rights During Mediation.

The Company and Retailer  agree that neither party shall waive any rights it may
have under any federal or state law during the pendency of any  mediation  under
this Section II.

D. Tolling.

Each party agrees that mediation  under this Section II will toll any applicable
statute  of  limitations  during  the  mediation  and  solution  review  periods
referenced above. If Retailer is required under any applicable state law to file
a letter of protest before the completion of any mediation  contemplated hereby,
nothing  herein  shall  prohibit  Retailer  from filing such  protest;  however,
Retailer must continue with the mediation  procedures  described in this Section
II.

E.  Cost of Enforcement.

If the  parties  are unable to resolve  disputes  under this  Section I 1, and a
party elects to initiate administrative  proceedings or civil litigation arising
from such  disputes,  the  prevailing  party  shall,  in  addition  to all other
available  remedies,  be entitled to recover  all of its  reasonable  attorneys'
fees, court costs and expenses of litigation.

                     II. VOLVO CUSTOMER OWNERSHIP EXPERIENCE

The  Partners  agree that the  highest  priority  for  Retailer  and  Company is
providing a superior  ownership  experience  for Volvo  Customers.  This will be
achieved by providing unique customer value, and by treating Volvo Customers and
prospective Volvo customers with honesty and integrity.

12.      RETAILER BUSINESS PLAN

Before  entering into this  Agreement,  Retailer has provided the Company with a
Business  Plan,  signed by all  Principal  Owners  listed in  Section 2A of this
Agreement,  and the General Manager listed in Section 3 of this  Agreement.  The
Business Plan  addresses all areas of Retailer's  business,  including,  without
limitation:

     Retailer's strategy for providing a superior ownership experience for Volvo
     Customers;

     Retailer's  strategy for developing  Retailer's Area of  Responsibility  or
     Market Area;

     A detailed  description  of Retailer's  sales  objectives and its method of
     achieving its objectives;

     A detailed  description of Retailer's  service objectives and its method of
     achieving its objectives;

     A detailed description of Retailer's Facilities;

     A complete statement of Retailer's ownership and management structure;

     A  complete  statement  of  Retailer's   financial   structure,   including
     capitalization and lines of credit;

     Retailer's strategy for staffing and personnel development;

     Retailer's   strategy  for   advertising,   merchandising,   and  community
     relations; and

     Retailer's  strategy  for  other  items as agreed  to by  Retailer  and the
     Company.

Retailer  further  agrees to develop its Area of  Responsibility  or Market Area
according to its Business Plan,  and to fulfill its  commitments as described in
the Business Plan.

13.      REVIEW AND UPDATE OF BUSINESS PLAN

Retailer's  performance  under this  Agreement  is  essential  to the  effective
representation of the Company in the marketing,  promotion,  sale and service of
Company  Products  and the  reputation  and  goodwill of other Volvo  retailers.
Retailer agrees to update and submit its written Business Plan to the Company at
least annually, or more often if the Company requests. All Business Plan updates
shall include  Retailer's  evaluation of its  performance for the previous year,
and any proposed modifications to the Business Plan.

Retailer and the Company agree that  Retailer's  performance  shall be evaluated
based on criteria  agreed to in  Retailer's  Business  Plan,  or as updated.  If
Retailer and the Company agree that the changes to the proposed  Business  Plan,
or update are  necessary,  Retailer will make all necessary  modifications,  and
resubmit the Business  Plan, or update,  for the Company's  review and approval.
While Retailer's Business Plan is subject to update and review, the Company will
require  Retailer to modify  Retailer's  Facilities only if the Company can show
that  a  material  change  in  marketing  conditions  warrants  modification  in
Retailer's Facilities.

14. VEHICLE SALES OR SERVICE IMPROVEMENT PLAN

If the  Company  determines  that  Retailer  has  failed  to meet  any  material
provision Of its Business Plan, or as updated,  Retailer  agrees to enter into a
written improvement plan to cure any performance deficiency.  The Company agrees
that:  (i) Retailer  will have a minimum of six (6) months from  execution of an
improvement plan to cure any performance  deficiency;  and (ii) the Company will
provide reasonable  assistance as the Company and Retailer agree upon in advance
and in writing.

15.      PRODUCT AVAILABILITY

The Company agrees to provide and allocate  Company Products among its Retailers
on a fair and equitable basis.

Retailer  agrees  that,  because  Company  Products  may  not  be  available  in
sufficient  quantities  from time to time,  the Company,  in the exercise of its
reasonable business judgment,  may determine the manner and method of allocation
among the Company's Retailers without any liability to the Company.

16.      PURCHASE AND DELIVERY

A.       Retailer Purchases.

(i)      Company Vehicles.

From time to time the Company will advise Retailer of the number and model lines
of Company  Vehicles  which the Company has  available for sale to Retailer and,
subject to Section 15,  Retailer  will have the right to purchase  such  Company
Vehicles.  The Company will distribute Company Vehicles to Authorized  Retailers
in accordance with the Company's written distribution policies and procedures in
effect from time to time, and in accordance with this Section 16.

(ii)     Genuine Volvo Parts and Accessories.

Retailer will submit firm orders for Genuine Volvo Parts and  Accessories to the
Company in such  quantity and variety to fulfill  Retailer's  obligations  under
this  Agreement.  Retailer  will submit all orders in  accordance  with  Company
Policies.  The  Company  may accept  orders in whole or in part,  and all orders
shall be effective only upon acceptance by the Company (but without necessity of
any notice of acceptance  by the Company to Retailer).  Orders for Genuine Volvo
Parts and Accessories  shall not be cancelable by Retailer after  acceptance and
shipment by the Company, except as otherwise provided in this Agreement.

(iii)    Other Products and Services.

Retailer  may submit firm orders to the Company for other  products and services
the Company may offer for sale to  Retailer  from time to time in such  quantity
and variety to fulfill  Retailer's  obligations  under this Agreement.  Retailer
will submit all orders in accordance  with Company  procedures.  The Company may
accept orders in whole or in part,  and all orders shall be effective  only upon
acceptance by the Company (but without  necessity of any notice of acceptance by
the Company to Retailer).  Orders for other  products and services  shall not be
cancelable by Retailer after  acceptance and shipment by the Company,  except as
otherwise set forth in this Agreement.

(iv)     Changes in Company Products.

The  Company  may  discontinue  the  supply,  or change the design of  component
materials,  of  Company  Products  at any  time.  The  Company  will be under no
liability to Retailer  for any changes and will not be required,  as a result of
any changes,  to make any changes to Company  Products  previously  purchased by
Retailer.  No change shall be considered a model year change unless so specified
by the Company.

B.       Delays in Delivery.

The  Company  will not be liable for failure or delay in delivery to Retailer of
Company  Products if the failure or delay is beyond the control,  or without the
fault or negligence of, the Company.

C. Passage of Title.

Title to each Company Product Retailer purchases under this Agreement shall pass
to Retailer, or to the finance institution  designated by it, upon delivery to a
carrier  for  shipment to  Retailer,  but the  Company  shall  retain a security
interest  in, and right to  repossess,  any such  Company  Product  described in
Section 16E below.

D.       Shipment of Company Products.

(i)      Company Vehicles.

The Company may select the mode of transportation, route and point of origin for
Company  Vehicles  shipped to  Retailer.  Retailer  will pay to the  Company the
applicable  destination  charges that the Company  establishes  for Retailer for
Company  Vehicles  delivered  to  Retailer  that  are in  effect  at the time of
shipment.  The Company will bear the risk of loss and damage to Company Vehicles
until delivery to a transport carrier for shipment;  however,  the Company will,
if  requested  by Retailer in a manner and within the time as the Company  shall
from time to time specify, prosecute for and on behalf of Retailer, at Retailers
expense,  claims against the responsible transport carrier for loss of or damage
to Company Vehicles during transportation.

(ii)     Genuine Volvo Parts and Accessories.

The  Company  will ship  Genuine  Volvo  Parts and  Accessories  to  Retailer by
whatever means of transportation, by whatever route, and from whatever point the
Company may select. The Company will bear the risk of loss and damage to Genuine
Volvo Parts and Accessories  until delivery to a transport carrier for shipment;
however,  the Company  will, if requested by Retailer in a manner and within the
time as the Company shall from time to time specify, prosecute for and on behalf
of Retailer,  at Retailer's  expense,  claims against the responsible  transport
carrier  for loss of or damage to Genuine  Volvo  Parts and  Accessories  during
transportation.

E.       Security Interest.

As security for full payment of all sums Retailer owes to the Company under this
Agreement,  whether  such sums are now,  or  subsequently  become due and owing,
Retailer  grants  to  the  Company,  subject  to  any  prior  perfected  secured
creditor's security interest,  a security interest in all inventory,  including,
without limitation,  Company Products and proceeds from sales or insurance,  and
all  liens.  Upon any  non-payment  or  default  in  payment,  the  Company  may
accelerate  any  then  existing  debt and  shall  have  all  applicable  rights,
including,  without limitation,  those specified in the Uniform Commercial Code.
If the  Company  requests,  Retailer  agrees to perfect the  Company's  security
interests.

F.       Charges for Storage and Diversions.

Retailer is responsible  for, and will pay all charges,  for demurrage,  storage
and other  expenses  accruing  after  shipment  to  Retailer or to a carrier for
transportation to Retailer.  If diversions of shipments are made upon Retailer's
request,  or are made by the Company because of Retailer's failure or refusal to
accept shipments of Retailer's orders,  Retailer will pay all additional charges
and expenses incident to such diversion.

17. PAYMENTS BY RETAILER

Payment  for Company  Products  purchased  by Retailer  shall be made in cash in
advance or by other  payment  methods  the  Company  approves  in  writing.  The
Company's  receipt of any  commercial  paper will not  constitute  payment until
collected in full.  Retailer will pay all  collection  costs,  including but not
limited to, reasonable attorneys' fees, costs and expense of litigation.

18.      INVENTORY OF COMPANY VEHICLES

Retailer will maintain, and the Company shall supply, a representative inventory
of new  Company  Vehicles  of the latest  model in  accordance  with  Retailer's
Business Plan.  Retailer  shall store and maintain such new Company  Vehicles in
accordance with Company Policies.

19.      DEMONSTRATORS

Retailer  will  keep  available  at  all  times,  in  excellent   condition  for
demonstration  purposes, a representative number and mix of the Company Vehicles
of each of the latest models equipped with the latest accessories.

20.      BUSINESS HOURS

Retailer will conduct its Retailer  Operations during hours which are reasonable
and convenient for customers.  All aspects of Retailer  Facilities  will be open
for business  during days and hours  reasonably  necessary to provide a superior
customer  experience,  and consistent  with local practice in Retailer's Area of
Responsibility or Market Area-

21.      PARTS AND ACCESSORIES

A.       Inventory.

Retailer agrees to purchase and maintain at Retailer's  Facility,  in accordance
with  Company  Policies,  a  sufficient  inventory  of Genuine  Volvo  Parts and
Accessories   necessary   to  meet  the  current  and   reasonably   anticipated
requirements of Volvo Customers.

B.       Warranty Repairs.

When performing warranty repairs,  or other repairs paid for, or reimbursed,  in
whole or in part by the Company, Retailer shall only use Genuine Volvo Parts and
Accessories.

C.       Non-Genuine Volvo Parts and Accessories.

When performing  repairs on any Company Vehicle,  other than warranty repairs or
repairs paid for, or  reimbursed  in whole or in part by, the Company,  Retailer
may sell and install non-Genuine Volvo Parts and Accessories.

D.       Quality of Parts.

If Retailer  sells,  and/or  installs  non-Genuine  Volvo Parts and  Accessories
during repairs or service of Company  Products under Section 2 IC, Retailer will
not use parts or  accessories  that do not meet Company  standards or that could
adversely affect the mechanical  operation,  safety,  integrity or reputation of
Company Products.

E.       Disclosure.

If Retailer  sells and/or  installs  non-Genuine  Parts and  Accessories  during
repairs or service as described in Section 21C above,  Retailer  will,  prior to
repair or installation, conspicuously disclose to the customer in writing on all
copies of the customer's repair order and invoice the following:

(i)  Those  parts  and  accessories   which  are  non-Genuine  Volvo  Parts  and
     Accessories; and

(ii) That non-Genuine Volvo Parts and Accessories are not covered by the Company
     or Manufacturer warranty

22.      WARRANTIES ON COMPANY PRODUCTS

The Company provides a written warranty for the Company Products it markets. The
Company and Retailer shall each fulfill  promptly their  respective  obligations
under such warranties.

Retailer  agrees  to  furnish  each  retail  purchaser  or end user of a Company
Vehicle  purchased  from, or delivered by Retailer,  excepting used vehicles not
covered under the Volvo Select Pre Owned Program, with such form of warranty and
maintenance  record,  owner's manual,  and/or other documentation then currently
provided by the Company.

EXCEPT AS OTHERWISE PROVIDED BY LAW, THE WRITTEN COMPANY WARRANTIES ARE THE ONLY
WARRANTIES  APPLICABLE  TO COMPANY  PRODUCTS.  EXCEPT FOR ITS LIMITED  LIABILITY
UNDER SUCH WRITTEN  WARRANTIES,  THE COMPANY AND  MANUFACTURER DO NOT ASSUME ANY
OTHER WARRANTY,  OBLIGATION OR LIABILITY RETAILER IS NOT AUTHORIZED TO CREATE OR
ASSUME ANY ADDITIONAL  WARRANTY OBLIGATION OR LIABILITY ON BEHALF OF THE COMPANY
OR  MANUFACTURER.  ANY SUCH  UNAUTHORIZED  ASSUMPTION OR CREATION OF OBLIGATIONS
WITHOUT  THE  PRIOR  WRITTEN  AUTHORIZATION  OF THE  COMPANY  SHALL  BE THE SOLE
RESPONSIBILITY OF RETAILER.  AS TO RETAILER,  THE WRITTEN WARRANTIES ARE IN LIEU
OF ALL OTHER WARRANTIES,  EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE.  THE
COMPANY  DISCLAIMS  ANY  LIABILITY  TO RETAILER FOR  COMMERCIAL  LOSSES BASED ON
NEGLIGENCE OR MANUFACTURER'S STRICT LIABILITY, OR ANY OTHER THEORY OF RECOVERY.

23.      PRE-DELIVERY SERVICE

Retailer  agrees to inspect,  service,  condition  and prepare  each new Company
Vehicle before delivery to a customer in accordance with applicable pre-delivery
inspection,  service  and  conditioning  standards  and  schedules  the  Company
furnishes  from time to time to  Retailer,  and to  perform  such  other  normal
service and  conditioning  work as may be  prescribed  in the Company  Policies.
Retailer will maintain adequate pre-delivery service and inspection records, and
upon  request,  Retailer  will  provide  to the  Company  evidence  that  it has
performed pre-delivery services.

24.      REPAIR AND MAINTENANCE SERVICE

Retailer  agrees to perform:  (i) warranty  service and repairs;  (ii)  services
included in On CallO (or other  roadside  assistance  plan the Company may offer
from time to time);  (iii) extended  contract service  repairs;  (iv) recall and
service campaign repairs; (v) inventory maintenance;  and (vi) other maintenance
required on Company  Products in  accordance  with the  Company's  then  current
recommendations  and  specifications,  regardless  of where  customer  purchased
Company Products.  Warranty,  recall,  service campaign and On Call services are
provided for the customer's benefit, and Retailer agrees that the customer shall
not be obligated to pay for any charges for these services for which Retailer is
reimbursed by the Company or a third party designated by the Company.

25.  TRAINING

Retailer and the Company agree that ongoing training and development of Retailer
employees is  necessary to provide  Volvo  Customers  with a superior  ownership
experience,  and achieve the goals  described in the Preamble to this Agreement.
To help accomplish this, the Company agrees to provide or make training programs
available to Retailer, and Retailer will require all appropriate  employees,  as
the Company may determine,  to participate in such training programs the Company
offers.  Retailer  shall be  responsible  for  reasonable  charges and  expenses
related to such training, unless otherwise advised by the Company.

                            III. OPERATING PROVISIONS

The  Partners  agree  that the  success  of  Volvo,  its  name,  trademarks  and
reputation is their joint responsibility.

26.      USE OF VOLVO TRADEMARK

Retailer  agrees that the Company has been  authorized by AB Volvo,  Gothenburg,
Sweden, to permit Retailer to use the name "Volvo" under the following terms and
conditions:

A.       Ownership of Mark.

AB Volvo is the  owner of  numerous  trademarks  and trade  names:  (i) the name
"Volvo" is a valid and  existing  trademark  presently  owned by AB Volvo and is
registered by AB Volvo in the United States Patent and Trademark Office; (ii) AB
Volvo presently has the sole right to use such trademarks  (except to the extent
that it has previously  expressly  authorized  others to do so) and to authorize
others to use such trademarks;  and (iii) valuable  goodwill has accrued to, and
is attached to, such trademarks.

B.       Company Rights.

The Company has been  granted the right to enforce  rights  associated  with the
trademark  "Volvo" in the United  States.  In  addition,  the  Company's  rights
hereunder shall inure to the benefit of, and are assignable to, any successor to
its business.

C.       Right to Use.

During  the term of this  Agreement,  Retailer  has been  granted  the  limited,
non-assignable,  non-exclusive  right to use the name  "Volvo" in the  tradename
used in connection  with the sale and service of Company  Products  described in
this  Agreement.  Retailer  will not claim or make any attempt to  register  any
corporate  or other name or  trademark  which  includes  the name "Volvo" in any
place or office,  but Retailer may, in  connection  with  Retailer's  operations
under  this  Agreement  and upon  prior  approval  of the  Company,  register  a
tradename  containing the name "Volvo" where  registration  of businesses  under
fictitious  names are conducted as required by law. The rights  conferred herein
will ten-ninate upon termination of this Agreement.

D.       Alterations.

Retailer will not alter any Company  Product  furnished  under this Agreement or
change or substitute any of its equipment,  nor do anything that will in any way
infringe,  impeach or lessen the value or validity of the trademarks  associated
with any Company Product.

E.       Non-assignability.

Retailer's interest in this trademark license is personal and non-assignable.

F.       Assignability.

All rights  exercisable  by AB Volvo as the owner of the "Volvo"  trademark  and
tradenames  shall,  in the  event  of any  assignment  of  such  trademarks  and
tradenames, be fully exercisable by, and inure to the benefit of, the assignee.

27.      DISCONTINUANCE OF RIGHT TO USE TRADEMARK

A.       Immediate Termination.

The  permission  to use the  Trademarks  granted in  Section  26 will  terminate
automatically if, at any time:

(i)      Retailer ceases to act as an Authorized Retailer in Company Products;

(ii) Retailer sensor attempts to sell non-Company  Vehicles or non-Genuine Volvo
Parts and Accessories as Company Products; (iii) Retailer assigns or attempts to
assign  any  interest  in this  Agreement  without  the  written  consent of the
Company;  or (iv) This Agreement expires or is terminated pursuant to Sections I
or 10.

B.       Delayed Termination.

The Company or AB Volvo, upon thirty (30) days prior written notice to Retailer,
may terminate the permission given by Section 26 at any time.

C.       Discontinue Use.

Upon  termination of the rights granted by Section 26, Retailer will immediately
discontinue the use of the name "Volvo" in Retailer's  tradename,  and will also
immediately  discontinue  the  use  of  any  signs,  structures,  and  forms  of
advertising  based upon  Retailer's  tradename  which  include the name "Volvo."
Immediately after termination,  Retailer will take all necessary and appropriate
action to change  Retailer's  tradename  to  eliminate  the name  "Volvo" or any
combination, variation, or similar name. Immediately after termination, Retailer
shall,  at its expense,  remove any signage  containing or referring to the name
"Volvo."

28.      LINES OF CREDIT

During the term of this Agreement,  Retailer will maintain a line of credit with
a responsible  financing institution at a level permitting Retailer to inventory
Company Products commensurate with the Business Plan.

29.      ACCOUNTING AND RECORD KEEPING

A.       Accounting.

Retailer will keep accurate  records of its business  relating to the marketing,
promoting, selling or servicing of Company Products. Retailer agrees to maintain
a uniform accounting system in accordance with Company Policies.

B.       Inspection.

During  regular  business  hours,  the  Company  will have the right to  inspect
Retailer  Facilities  and to  examine,  audit  and make and take  copies  of all
records, accounts and supporting data relating to Retailer Operations.  Whenever
reasonably possible, the Company will provide Retailer with advance notice of an
audit or inspection of Retailer Facilities.  Retailer may be present at any such
audit or inspection.

C.       Financial Statements.

On or before the tenth  (10th) day of each month,  Retailer  will deliver to the
Company,  in a  form  prescribed  by or  acceptable  to  the  Company,  accurate
statements  of the  financial  condition  and  operating  results of  Retailer's
Operations with regard to Company  Products through the last day of the previous
month. Within ninety (90) days after the end of Retailer's fiscal year, Retailer
shall provide the Company with financial  statements  that have been reviewed by
an  independent  Certified  Public  Accountant,  as  well  as  a  copy  of  such
accountant's review report.

D.       Sales and Inventory Reports.

Retailer shall furnish to the Company,  on forms  prescribed by or acceptable to
the  Company,  accurate  reports of  Retailer's  sales and  inventory of Company
Products and Select Pre Owned Vehicles.

30.      RETAILER INFORMATION SYSTEMS

Retailer  agrees to  install  and  maintain,  at its  expense,  electronic  data
processing  equipment and software  applications  that are compatible  with, and
supported  by,  the  Company's   computer   network  and  business   operational
strategies, as the Company may determine from time to time.

31.      CHANGE IN PRICES

Upon ten (10) days prior written notice to Retailer,  the Company may change the
Retailer  Price and the Company's  charge for  distribution  and delivery of any
Company  Vehicle.  Except with regard to any discounts  authorized in writing by
the  Company,  the  changed  price and  charge  shall be the price and charge in
effect, and delivery to Retailer shall be deemed to have been made and the order
deemed to have been filled,  upon Company's  delivery to a transport carrier for
delivery to Retailer or its  designee.  The Company will provide  Retailer  with
price protection for Company Vehicles in accordance with the Company Policies.

32.      EXPORT OF COMPANY VEHICLES

Retailer is authorized to sell Company Products only to customers located in the
United  States  and  agrees to abide by any  export  policy  established  by the
Company.

33.      FACTORY SUGGESTED PRICE LABELS

If Retailer  finds that any new Vehicle has been  delivered to Retailer  with an
incorrect  label, or without a completed  label affixed thereto  pursuant to the
Federal  Automobile  Information  Disclosure  Act, 15 U.S.C.  Section  1232,  as
amended (the  "Act"),  Retailer  will  immediately  notify the  Company.  If the
Company  gives  written  instructions  to Retailer  with respect to replacing or
affixing a label in a manner  that  conforms  with the Act,  Retailer  agrees to
comply with such written instructions.

34.      INDEMNIFICATION

A.       Indemnification by the Company.

The  Company  will  indemnify  and  hold  Retailer  harmless  from  any  and all
liability,  loss, cost or expense,  including,  without  limitation,  reasonable
attorneys' fees, resulting from or relating to any legal action against Retailer
by third parties  concerning  bodily injury or property damage arising out of an
occurrence  caused solely by a defect in the design or  manufacture of a Company
Product;  provided,  however,  Retailer could not have discovered that defect in
the reasonable pre-delivery inspection or servicing of the Company Product.

If any legal action  identified in this Section 34 is brought against  Retailer,
and if Retailer  promptly notifies the Company in writing of the commencement of
the action and cooperates  fully in the defense of the action as the Company may
reasonably require,  the Company agrees to undertake,  at its sole expense,  the
defense of said action on behalf of Retailer when so requested by Retailer,  and
to indemnify and hold Retailer harmless in the event of an adverse judgment. The
Company shall have the right to continue the suit in the name of Retailer if the
Company  deems  such  action  to be  necessary.  Should  the  Company  refuse to
undertake  the  defense on behalf of  Retailer,  Retailer  may  conduct  its own
defense and, if the Company is determined to be solely liable, the Company shall
be liable for the cost of the defense, including, without limitation, reasonable
attorneys'  fees,  court costs and  expenses of  litigation,  together  with any
verdict, judgment or settlement paid by Retailer.

B.       Indemnification by Retailer

Retailer shall indemnify the Company and/or  Manufacturer  (for purposes of this
Section  34,   individually  and   collectively   referred  to  as  "Indemnified
Party(ies)")  and hold each of them harmless from any and all  liability,  loss,
cost or expense, including, without limitation reasonable attorneys' fees, court
costs and costs of  litigation,  resulting  from or relating to any legal action
against Volvo by third parties alleging or concerning:

(i)  Retailer's  failure to comply,  in whole or in part,  with any  obligations
     assumed by Retailer pursuant to this Agreement; or

(ii) Retailer's negligent or improper inspection,  repairing or servicing of new
     or used Company Products; or

(iii)Retailer's breach of any contract between Retailer and Retailer's  customer
     or supplier; or

(iv) Retailer's unfair, misleading, deceptive or fraudulent trade practices.

If any legal action arising out of the causes specified above is brought against
any Indemnified Party, and provided that the Indemnified Party promptly notifies
Retailer in writing of the  commencement of any such action,  Retailer agrees to
undertake,  at its sole  expense,  the  defense of said  action on behalf of the
Indemnified  Party when so requested,  and to indemnify and hold the Indemnified
Party harmless in the event of an adverse  judgment.  Should  Retailer refuse to
undertake the defense on behalf of the Indemnified Party, such party may conduct
its own  defense  and  Retailer  shall be liable  for the cost of such  defense,
including, without limitation, reasonable attorneys' fees, court costs and costs
of litigation,  together with any verdict,  -judgment or settlement  paid by the
Indemnified Party.

C.       Joint Defense.

Whenever a legal action  claims  liability  on the part of both the Company,  as
described in Section 34A, and Retailer,  as described in Section 34B, each party
shall be responsible for its own defense.  Any Indemnified Party's or Retailer's
responsibility  for its own defense  pursuant to this Section 34 shall in no way
affect their respective obligations to indemnify and hold harmless.

35.      COMPLIANCE WITH LEGAL REQUIREMENTS

Retailer  agrees  to pay all  taxes  and to take all  actions  required  by law,
including,  without  limitation,  those  actions  required  to  comply  with the
National  Traffic and Motor Vehicle  Safety Act of 1966,  the Clean Air Act, the
Consumer Product Safety Act, the Magnuson-Moss Warranty Act (all as amended from
time to time), and any other federal,  state or local  legislation or regulation
pertaining to safety, air pollution,  noise control, water pollution,  handling,
transportation,  storage and disposal of hazardous and  non-hazardous  waste and
materials,  warranties  to  consumers,  the sale of Company  Vehicles,  or other
actions which may be required of  automobile  retailers or which the Company may
reasonably request.

36.      COMPLIANCE WITH CONSUMER PROTECTION LAWS AND REGULATIONS

Because certain Volvo Customer  complaints may have legal  significance  for, or
impose  liability  upon,  Retailer  and/or the Company under various  "Repair or
Replace" or other consumer  protection laws and regulations,  Retailer agrees to
provide the Company with prompt notice of all such  complaints.  Retailer agrees
to take other steps as the Company may reasonably  require,  including,  without
limitation,  providing  notice to Retailer's  regional  office when a vehicle is
brought into Retailer which may become  subject to such law or regulation  prior
to a presumption  of liability  arising  under such law or  regulation  from the
inability  to repair or  correct a  nonconformity  or  condition  of a  Vehicle.
Retailer  hereby agrees to do nothing to affect  adversely the Company's  rights
under such laws and regulations, and recognizes that failure to comply with this
Section 36 may result in a  chargeback  from the Company for monies  expended in
remedying such  complaints  which in the reasonable  opinion of the Company were
caused wholly or predominantly by Retailer.

37.      TRADE PRACTICES

The Company and Retailer  each  recognize  the  importance  of dealing with each
other in an open and honest  manner.  In addition,  each party  understands  the
importance of treating Volvo Customers and prospective  Volvo customers with the
utmost respect and honesty.  Retailer agrees to conduct its business in a manner
which  will  develop  and  maintain  superior  levels of  customer  loyalty  and
satisfaction,   continually  striving  to  improve  Retailer's  reputation,  the
Company,  Company  Products and the Volvo name,  trademarks  and service  marks.
Retailer  will not  engage  in any  unfair,  deceptive,  misleading,  unethical,
fraudulent  or  otherwise   prohibited   practice.   Retailer  will  immediately
discontinue  any such  advertising  or practice upon written notice of objection
from the Company.  Any notice by the Company and discontinuance by Retailer will
not prejudice any other rights the Company may have under this Agreement.

38.  REPURCHASE OF COMPANY  PRODUCTS BY THE COMPANY Within sixty (60) days after
termination of this Agreement  under Section 10, the Company will repurchase the
following:

All new, unused, undamaged,  standard,  current model year Company Vehicles with
less than 200 miles which Retailer may own or have an interest in on the date of
termination,  at a price  paid by  Retailer  to the  Company  for  such  Company
Vehicles less: (i) any price  reduction  allowance  credited or paid to Retailer
(net discounts, allowances or adjustments); and (ii) transportation charges paid
by Retailer;

All current  model year  demonstrator  vehicles  (as defined by the Company) and
registered Volvo service loaners which are no more than one year old;

All new,  unused,  standard,  current model year Company Vehicles which Retailer
may own or has an interest in on the date of termination, which were received by
Retailer  from the  Company  in a damaged  condition  and were not  repaired  by
Retailer to standard  condition,  at the price specified in this Section 38, but
provided that Retailer shall subrogate all claims for the repair of such Company
Vehicles to the benefit of the Company;

All new,  undamaged Genuine Volvo Parts and Accessories  offered for sale by the
Company to its retailers on the date of  termination  which  Retailer may own or
have an interest in on the date of  termination,  at the then current  wholesale
price for such Genuine Volvo Parts and  Accessories on the date of  termination,
less:  (i) a handling  charge of fifteen (I 5 %)  percent;  and (ii) any charges
actually paid by the Company for transportation to the Company; and

All special tools, signs, and other special equipment and information which are,
because of design,  applicable only to Company Products,  which Retailer may own
or have an interest in on the date of  termination  and which are in useable and
good  condition  (except  for  reasonable  wear and tear),  at the price paid by
Retailer less: (i) an amount equal to the accrued straight line  depreciation on
such equipment during Retailer's  (assumed)  ownership,  if such equipment has a
useful life of at least five (5) years;  and (ii) any charges  actually  paid by
the Company for the  transportation  of such equipment from Retailer's  place of
business  to the  Company's  place of  business.  Retailer  will  furnish to the
Company satisfactory evidence of the date on which Retailer acquired an interest
in such equipment, and of the price paid by Retailer.

For  purposes of this  Section 38,  Company  Vehicles,  Genuine  Volvo Parts and
Accessories,  special  tools  and  equipment  specified  in the  four  preceding
paragraphs  are  referred  to  collectively  in this  Section 38 as  "Repurchase
Products."

As a condition  precedent to the Company's  obligations under this Section 38 to
purchase  the  Repurchase  Products,  Retailer  shall  permit  the  Company  and
Company's designee or designees,  to enter the Retailer Facility at such time as
the Company may  reasonably  determine,  for the  purpose of  inspecting  and/or
taking an inventory of all or any part of Retailer's stock of Company Products.

In connection with the Company's purchase of the Repurchase Products pursuant to
this Section 38:

(i) Retailer shall promptly deliver such Repurchase Products to the Company;

(ii) Retailer  shall comply with any and all  applicable  laws and  requirements
which may be necessary or proper to transfer good title to  Repurchase  Products
to the Company, free and clear of any charge, lien, or encumbrance; and

(iii) Promptly  following  Retailer's  fulfillment of its obligations under this
Section 38, the Company shall pay Retailer for the Repurchase  Products acquired
by it  pursuant  to this  Section 38  (subject  to all rights of set-off for any
outstanding debt of Retailer to the Company).

                          IV. MISCELLANEOUS PROVISIONS

39.      LICENSING REQUIREMENTS

Retailer  will  procure  and  maintain  any   license(s)  or  other   applicable
governmental  authorizations)  necessary  to  operate  as a  new  motor  vehicle
retailer for Company Products.

40.  INSURANCE

Retailer  will  acquire  and  maintain   insurance  as  follows:   (i)  Worker's
Compensation  insurance  prescribed  by law in the  state in which  Retailer  is
located,  and  Employers  Liability  Insurance,  each  with a limit  of at least
$500,000 per occurrence;  (ii)  Comprehensive  general liability  insurance in a
form approved by the Company with a combined single limit of $ 1,000,000;  (iii)
automobile  liability  insurance in the amount of at least $ 1,000,000;  (iv) an
umbrella policy to cover  comprehensive  general liability and auto insurance in
the amount of at least  $5,000,000;  (v) Casualty  insurance  insuring  Retailer
Facilities in an amount,  as determined by the Company,  necessary to repair any
casualty in an expedited manner thus enabling Retailer to continue the sales and
service of Company  Products;  and (vi) any other  type of  insurance  as may be
deemed  reasonably  necessary  by the  Company.  From time to time,  the Company
reserves  the  right to  modify  these  insurance  requirements  and  limits  in
accordance with reasonably accepted industry custom and practice.

41.  TAXES

Retailer will comply with all applicable laws  concerning  collection or payment
by Retailer  of taxes  applicable  to all  transactions  by Retailer  concerning
Company  Products,  and Retailer  shall  furnish  evidence of  compliance to the
Company within thirty (30) days after delivery of a written request.

42.  WAIVER

Failure by either party at any time to require  performance  by the other party,
or to claim a breach of any provision of this  Agreement,  will not be construed
as a waiver of any subsequent  breach, nor affect the enforceability of any part
of this  Agreement,  nor  prejudice  either  party as regards to any  subsequent
action.

43.  AGENCY

Retailer is an independently  operated  business entity in which the Company has
no  ownership  interest.  This  Agreement  does  not  make  Retailer  the  legal
representative  of the  Company,  or in  any  way  create  the  relationship  of
principal and agent between the Company and  Retailer,  nor does this  Agreement
create  any  fiduciary  or  employment  relationship  between  Retailer  and the
Company.  Retailer  hereby  agrees  that it will not act or attempt  to act,  or
represent  itself directly or by implication,  as agent of the Company or in any
manner  create or attempt to create any  obligation on behalf of, or in the name
of, the Company.

44.      SUBRETAILERS

Retailer has no authority to establish an associate  retailer or subretailer for
Company Products.

45.      ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES

This  Agreement is in the nature of a personal  services  agreement and Retailer
has no authority to assign the whole or any part of this Agreement, or any right
or interest  hereunder,  without the prior written consent of an Officer,  which
shall not be unreasonably withheld.

46.      NOTICE AND SERVICE OF NOTICE

Notice from Retailer to the Company will be effective only if: (i) signed by the
Principal Owner or General Manager;  and (ii) directed to the Company  President
or his authorized designee.  Notice from the Company shall be effective only if:
(i) signed by an Officer;  and (ii)  directed  to a  Principal  Owner or General
Manager at the Retailer's  address given on page I of this  Agreement.  Any such
notice shall be sent by Certified Mail, Return Receipt Requested or by overnight
mail or carrier service.  In the case of Certified Mail,  notice shall be deemed
given upon the earlier of actual  receipt or seven (7) days after such notice is
sent. In the case of overnight mail or carrier  service,  notice shall be deemed
given upon the next business day after such notice is sent.  Notice may be given
by facsimile, but only with the written consent of the other party.

47.      APPLICABLE LAW AND SEVERABILITY

This Agreement will be construed in accordance  with New Jersey law with respect
to its  interpretation  and construction,  but in all other respects governed by
the laws of the state of Retailer's Facilities identified in Section 5.

If any  provision  of this  Agreement  is declared  invalid,  unenforceable,  or
prohibited  by the  laws  of the  applicable  state,  such  provision  shall  be
severable  from the balance of this  Agreement,  which will remain in full force
and  effect.  Should  the  Company  determine  that any  federal or state law or
regulation,  or any condition  referred to in Section 34 or 35 requires a change
or changes in any of the provisions of this Agreement,  the Company may offer to
Retailer an amendment or an amended Agreement  embodying such change or changes.
If Retailer fails to execute such  amendment or amended  Agreement and return it
to the Company  within  thirty (30) days after it is delivered to Retailer,  the
Company  may  terminate  this  Agreement  by  giving  notice to  Retailer,  with
termination to be effective upon receipt by Retailer of notice.

48.      FINANCIAL INFORMATION

Retailer agrees that the Company may provide to, or obtain financial information
from,  financial  institutions which have an actual or prospective  relationship
with Retailer.

49.      ENTIRE AGREEMENT

This Agreement  supersedes all prior agreements  between the parties relative to
the sale and servicing of Company Products.  This Agreement contains the entire,
integrated  agreement  between the parties and any amendment,  modification,  or
waiver of any  provision of this  Agreement  must be in writing and signed by an
Officer, and on behalf of Retailer by a person identified in Section 2A.

50.      NO FRANCHISE FEE OR ADDITIONAL PAYMENTS

Retailer  represents  and warrants  that it has paid no fee, nor has it provided
any funds,  goods or services to any Company employee or agent in lieu of a fee,
as consideration  for the Company's  entering into this Agreement,  and that the
sole consideration for the Company's entering into this Agreement was Retailer's
Principal  Owners' and General  Manager's  abilities,  integrity,  assurances of
personal services and expressed  intention to deal fairly and equitably with the
Company and the public and all other promises recited in this Agreement.

In addition,  Retailer represents and warrants that neither it nor any Principal
Owner has received any consideration, except as described in this Agreement, for
entering into this Agreement.

51.  CAPTIONS

The  captions  for the  sections  of this  Agreement  are  for  convenience  and
reference only and will not be construed to explain,  modify,  amplify or aid in
the interpretation, construction or meaning of the provisions of this Agreement,
or be a part of this Agreement.

52. TIME OF THE ESSENCE 

Time is of the essence with respect to each provision of this Agreement.

53.      DATE OF PERFORMANCE

If any date for the performance of obligations by any party under this Agreement
falls on any day that is not a business  day, the date on which such  obligation
is to be perfon-ned will be deemed to be the next business day.

54.      RULES OF CONSTRUCTION

The following rules shall apply to the construction and  interpretation  of this
Agreement:

A.  Singular  words  connote the plural  number as well as the singular and vice
versa, and the masculine includes the feminine and the neuter.

B. All  references  herein to  particular  articles,  sections,  subsections  or
exhibits are references to articles,  sections,  subsections or exhibits of this
Agreement.

C. Each party and its legal  counsel  have  reviewed  and revised (or  requested
revisions of) this Agreement  and,  therefore,  any usual rules of  construction
requiring that  ambiguities are to be resolved  against a particular party shall
not be applicable in the construction and interpretation of this Agreement.

                                 V. DEFINITIONS

55.      DEFINITIONS

In addition to certain terms defined elsewhere in this Agreement,  the following
definitions shall apply throughout this Agreement:

AREA OF RESPONSIBILITY:  The non-exclusive area that the Company designates from
time to time as  Retailer's  primary  geographic  territory  for the  marketing,
promoting, selling and servicing of Company products.

AUTHORIZED RETAILER(S):  Retailers authorized by the Company to conduct Retailer
Operations in connection with the marketing, promoting, selling and servicing of
Company Products pursuant to the then current, duly executed Authorized Retailer
Agreement.

BUSINESS PLAN: The written business plan, in a form satisfactory to the Company,
and any updates thereto, produced by Retailer and provided to the Company, which
describes how Retailer will develop and maintain its Volvo business.

COMPANY POLICY(IES): All guidelines,  regulations, programs, manuals, bulletins,
policies,  and procedures and subsequent  amendments  established by the Company
from time to time.

COMPANY PRODUCTS:  Company Vehicles and Genuine Volvo Parts and Accessories that
bear the Volvo  trademark(s),  and special tools, all of which from time to time
the Company may offer to Retailer.

COMPANY VEHICLES: Volvo passenger cars manufactured by or for Manufacturer,  and
offered by the Company to Retailer for purchase.

GENUINE VOLVO PARTS AND ACCESSORIES:  Those parts and  accessories,  bearing the
Marks/Trademarks,  manufactured  by or  for  Manufacturer  or the  Company,  and
offered for sale to Retailer by the Company.

MANUFACTURER:  Volvo Car Corporation,  Gothenburg,  Sweden, and any affiliate or
successor in interest.

MARKET  AREA:  The  non-exclusive  area,  encompassing  one  or  more  Areas  of
Responsibility,  that the  Company  designates  from time to time as  Retailer's
primary geographic territory for the marketing, promoting, selling and servicing
of Company products.

MARK(S)/TRADEMARK(S):  Any  trademark  or service  mark that the Company  either
owns, or is authorized to use and/or license, with rights of enforcement.

MEDIATION GUIDELINES: The policies to be followed in mediating a dispute between
the Company and Retailer as described in Section II.

MEDIATION PANEL: The panel of Retail Mediators, as described in Section I 1.

OFFICER: The president or any executive vice president, senior vice president or
vice president of the Company.

PARTNER(S)(SHIP)(ING): The terms partnership, partner(s) and partnering, as used
in this Agreement and the Preamble,  shall refer to the cooperative and mutually
advantageous  relationship that this Agreement is intended to foster between the
Company  and  Retailer.  The  use  of  the  terms  partnership,  partner(s)  and
partnering in this  Agreement is not intended to create a legal  partnership  or
joint venture  between the parties to this  Agreement.  The Company and Retailer
understand  that  each  party  is and  shall  remain,  during  the  term of this
Agreement, a wholly independent entity and that this Agreement does not create a
fiduciary or agency relationship between the parties.  PRINCIPAL OWNER(S): Those
owners of Retailer described in Section 2A.

REMAINING  OWNER(S):  Those  owners of Retailer  that remain  after the death or
incapacity of a Principal Owner, as referenced in Section II.

REPURCHASE PRODUCTS: Company Products, described in Section 38.

RETAILER:  The entity that is  authorized to market,  promote,  sell and service
Company Products under this Agreement.

RETAILER FACILITY(IES):  Retailer's land, buildings,  improvements, and fixtures
described in Section 6.

RETAILER  FACILITIES GUIDE: The Company's guide for retail  facilities,  as such
may be issued from time to time.

RETAILER MEDIATORS: Retailers selected by the Company and a representative group
of  Authorized  Retailers to serve as mediators in the  resolution  of a dispute
between the Company and a Retailer in accordance with Section II.

RETAILER OPERATIONS:  Retailer's business of marketing,  promoting,  selling and
servicing Company Products.

VOLVO:  A  trademark,  tradename  and  service  mark  of  AB  Volvo,  a  Swedish
corporation.

VOLVO  CUSTOMER:  A person  or entity  that has  purchased,  leased or  obtained
service for, any Company Product.

VOLVO SELECT PRE OWNED VEHICLE: A Volvo vehicle that has been reconditioned by a
participating Retailer in accordance with Company Policies.

WORKING  CAPITAL GUIDE:  The guide produced by the Company to assist Retailer in
determining,   establishing,   modifying,  and  maintaining  Retailer's  capital
necessary  to provide a superior  ownership  experience  for Volvo  Customers in
Retailer's Area of Responsibility or Market Area.

This  Agreement will not be binding unless it bears the signatures of an Officer
on  behalf  of the  Company  and of a person  named in  Section  2A on behalf of
Retailer.

VOLVO CARS OF NORTH AMERICA, INC.                 RETAILER
By: /s/ Stephen J. Gamble                         By:  /s/ Joseph Alvarez
-------------------------                         -----------------------
Stephen J. Gamble                                 Joseph Alvarez
Title:  Regional Vice President                   Title:  General Manager