AGREEMENT OF PURCHASE AND SALE OF ASSETS

                                 BY AND AMONG



                           UGLY DUCKLING CORPORATION



                                      AND



                                E-Z PLAN, INC.
                            MCCOMBS FAMILY, L.L.C.
             MCCOMBS HFC LIMITED, D/B/A MCCOMBS AUTOMOTIVE CENTER
                               LYNDA G. MCCOMBS
                              MARSHA M. SHIELDS,
                                      AND
                                CONNIE M. MCNAB



                                  DATED AS OF
                                 MARCH 5, 1997




















<PAGE>  82

                   AGREEMENT OF PURCHASE AND SALE OF ASSETS

<TABLE>
<CAPTION>
<S>    <C>                                                      <C>
       ARTICLE 1.PURCHASE AND SALE OF ASSETS                     1
  1.1  Purchase and Sale of the Assets                           1
  1.2  Assets Not Being Transferred                              2
  1.3  Assumed Liabilities                                       3
  1.4  Liabilities Not Being Assumed                             3
  1.5  Purchase Price                                            4
  1.6  Payment                                                   4
  1.7  Allocation of Purchase Price; Accounting Treatment        4
  1.8  Lease Agreements                                          5
  1.9  Transfer Fees and Taxes                                   6
 1.10  Special Provisions relating to Contracts                  6

       ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PURCHASER     7
  2.1  Organization and Qualification                            7
  2.2  Authority Relative to this Agreement                      8
  2.3  No Conflicts                                              8
  2.4  No Consents                                               8

       ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF
        SELLER, SHAREHOLDERS AND LESSORS                         8
  3.1  Organization and Qualification                            8
  3.2  Authority Relative to this Agreement                      9
  3.3  No Conflicts                                              9
  3.4  No Consents                                              10
  3.5  Capitalization                                           10
  3.6  Financial Statements                                     10
  3.7  Subsidiaries                                             10
  3.8  Absence of Undisclosed Liabilities                       10
  3.9  No Material Adverse Changes                              10
 3.10  Absence of Certain Developments                          10
 3.11  Real Estate                                              12
 3.12  Good Title to and Condition of Inventory and Acquired
        Assets                                                  13
 3.13  Title and Condition of Contracts                         14
 3.14  Solvency; Bulk Sales                                     16
 3.15  Tax Matters                                              17
 3.16  Contracts and Commitments                                17
 3.17  Restrictions on Business Activities                      19
 3.18  Intellectual Property                                    19
 3.19  Litigation                                               19
 3.20  Brokers' Fees                                            20
 3.21  Employment Matters                                       20
 3.22  Employee Benefit Plans                                   20
 3.23  Permitted Liens                                          20
 3.24  Insurance                                                21
 3.25  Affiliate Transactions                                   21
 3.26  Compliance with Laws; Permits                            21
 3.27  Warranties                                               22
 3.28  Disclosure                                               22

       ARTICLE 4 CONDUCT OF SELLER PENDING THE CLOSING          22
  4.1  Conduct of Business Pending the Closing                  22
  4.2  Business Relationships                                   23
<PAGE>  83
  4.3  Access to Information                                    23
  4.4  Tax on Prior Sales                                       24
  4.5  Notification of Certain Matters                          24
  4.6  Transfer of Permits                                      24
  4.7  Closing                                                  24

       ARTICLE 5 ADDITIONAL AGREEMENTS                          24
  5.1  Employment                                               24
  5.2  Expenses                                                 25
  5.3  No Negotiations                                          25
  5.4  Public Announcements                                     25
  5.5  Confidentiality                                          25
  5.6  Books and Records                                        26
  5.7  H-S-R Act                                                26
  5.8  Additional Agreements                                    26

       ARTICLE 6 CONDITIONS                                     27
  6.1  Conditions to Obligations of Each Party                  27
  6.2  Additional Conditions to Obligation of Seller            28
  6.3  Additional Conditions to Obligation of Purchaser         28

       ARTICLE 7 THE CLOSING                                    30
  7.1  Closing                                                  30
  7.2  Seller's, Shareholders' and Lessors' Obligations         30
  7.3  Purchaser's Obligations                                  32

       ARTICLE 8 INDEMNITIES                                    32
  8.1  Survival of Representations and Warranties               32
  8.2  Nature of Statements                                     32
  8.3  Indemnification of Purchaser by Seller, Shareholders,
        and Lessors                                             32
  8.4  Indemnification of Seller, Shareholders, and Lessors by
        Purchaser                                               33
  8.5  Procedure for Indemnification                            34

       ARTICLE 9 TERMINATION                                    35
  9.1  Termination                                              35
  9.2  Effect of Termination                                    35

       ARTICLE 10 GENERAL PROVISIONS                            35
 10.1  Notices                                                  35
 10.2  Counterparts                                             36
 10.3  Governing Law                                            36
 10.4  Assignment                                               36
 10.5  Further Assurances                                       37
 10.6  Gender and Number                                        37
 10.7  Schedules and Exhibits                                   37
 10.8  Waiver of Provisions                                     37
 10.9  Litigation Costs                                         37
10.10  Section and Paragraph Headings                           37
10.11  Amendment                                                37
10.12  Transaction Expenses                                     38
10.13  Severability                                             38
10.14  Extent of Obligations                                    38
</TABLE>




<PAGE>  84
                              INDEX OF SCHEDULES



<TABLE>
<CAPTION>
<S>                  <C>
Schedule 1.1(a)      Contracts
Schedule 1.1(b)      Inventory
Schedule 1.1(c)      Acquired FFE
Schedule 1.1(d)      Acquired Permits
Schedule 1.1(f)      Assumed Agreements
Schedule 1.2(a)      Excluded Leases; Excluded Facilities; Excluded FFE
Schedule 1.2(b)      Excluded Policies
Schedule 1.3         Assumed Liabilities
Schedule l.8(a)      Independent Facilities
Schedule 1.8(b)      Related Facilities
Schedule 1.10(a)(4)  Affiliated Contracts
Schedule 3.3         Conflicts
Schedule 3.4         Required Consents
Schedule 3.5         Capitalization
Schedule 3.6         Financial Statements
Schedule 3.9         No Material Adverse Changes
Schedule 3.10        Certain Developments
Schedule 3.11(b)     Leases
Schedule 3.12        Title and Condition of Assets
Schedule 3.16        Contracts and Commitments
Schedule 3.18        Intellectual Property
Schedule 3.19        Litigation
Schedule 3.21        Employment
Schedule 3.23        Permitted Liens
Schedule 3.24        Insurance
Schedule 3.25        Affiliate Transactions
Schedule 3.26        Compliance with Law; Permits
</TABLE>
























<PAGE>  85

                   AGREEMENT OF PURCHASE AND SALE OF ASSETS

     This  AGREEMENT  OF PURCHASE AND SALE OF ASSETS (the "Agreement") is made
as  of  March  5,  1997,  by  and  among UGLY DUCKLING CORPORATION, a Delaware
corporation  ("Purchaser");  E-Z  PLAN,  INC., a Texas corporation ("Seller");
MCCOMBS  FAMILY, L.L.C., a Texas limited liability company ("McCombs L.L.C.");
MCCOMBS  HFC  LIMITED,  a  Texas  limited partnership d/b/a MCCOMBS AUTOMOTIVE
CENTER ("McCombs Automotive" and collectively with McCombs L.L.C., "Lessors");
and  LYNDA G. MCCOMBS, MARSHA M. SHIELDS, and CONNIE M. MCNAB, as shareholders
of  Seller  (the  "Shareholders").

                                   RECITALS

     A.         Seller engages in the business (the "Business") of selling and
financing used motor vehicles ("Vehicles") at dealerships located in the state
of  Texas  (the  "Dealerships").

     B.         Upon the terms and subject to the conditions set forth herein,
Seller  desires  to  sell to Purchaser, and Purchaser desires to purchase from
Seller, selected assets of Seller related to its Business, all to be completed
on or before the date set forth in Section 7.1 of this Agreement (the "Closing
Date").

     NOW,  THEREFORE,  in consideration of the covenants and mutual agreements
set  forth  herein  and other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  and  in  reliance upon the
representations  and warranties contained herein, the parties hereto do hereby
agree  as  follows:

                                  ARTICLE 1.
                      PURCHASE AND SALE OF ASSETSARTICLE

     1.1       Purchase and Sale of the Assets.  Upon the terms and subject to
the  conditions  set  forth  herein,  and  in  reliance  on  the  respective
representations  and  warranties  of  the  parties,  Seller  agrees  to  sell,
transfer,  assign,  and deliver to Purchaser, and Purchaser agrees to purchase
from  Seller,  all  of  Seller's  right,  title,  and interest in and to those
assets,  rights,  and  properties  of  the Seller relating to the Business, as
specified  below  (the  "Acquired  Assets"):

     (a)       The portfolio of installment sales contracts held by Seller and
secured  by Vehicles sold by Seller or affiliates of Seller (the "Contracts"),
as  specified  on  a Schedule 1.1(a) to be prepared by Seller and delivered to
Purchaser on or before determination of the Purchase Price pursuant to Section
1.5  hereof;

     (b)         The inventory of Vehicles held for retail sale by Seller (but
excluding  repossessions) (the "Inventory"), as specified on a Schedule 1.1(b)
to be prepared by Seller and delivered to Purchaser on or before determination
of  the  Purchase  Price  pursuant  to  Section  1.5  hereof;

     (c)          All  furniture, leasehold improvements, fixtures, equipment,
supplies,  tools  for  maintenance  and  repair,  other  goods,  and all other
appurtenances  in  and  to the premises utilized by Seller in the operation of
the  Business  at the Acquired Facilities (defined below) ("Acquired FFE"), as
specified  on  a  Schedule  1.1(c)  to  be prepared by Seller and delivered to
Purchaser on or before determination of the Purchase Price pursuant to Section
1.5  hereof;
<PAGE>  86
     (d)          All  assignable  title, claims, and rights under Permits (as
defined  in  Section  3.26),  but  excluding  any  Permits  relating solely to
Excluded  Assets  (defined  below)  ("Acquired  Permits"),  as  specified on a
Schedule  1.1(d)  to  be  prepared  by Seller and delivered to Purchaser on or
before  determination  of  the  Purchase Price pursuant to Section 1.5 hereof;

(e)       Any additional items of tangible or intangible property used or
owned  by  Seller related to the Business, the Acquired Assets or the Acquired
Facilities,  which  are  not  included  above,  including, without limitation,
software,  trademarks,  tradenames,  service  marks  and  licenses thereto and
goodwill,  provided,  however, that Seller may continue to use software it has
developed  in  its  continuing  business  operations;  and

     (f)          All  Agreements (as defined in Section 3.16) relating to the
Business,  the  Acquired  Assets,  or  the  Acquired Facilities that Purchaser
agrees  to  assume  and  that  are  listed  in  a  Schedule  1.1(f)  ("Assumed
Agreements"), to be prepared by Seller and delivered to Purchaser on or before
determination  of  the  Purchase  Price  pursuant  to  Section  1.5  hereof;

     (g)        All books of account, records, files, invoices, customer lists
and  information,  supplier  lists  and information, employee files, operating
manuals,  catalogs,  technical information sheets, pricing sheets, advertising
and  display  materials, and brochures and other materials and data associated
with,  used,  or  employed  by  Seller  in  the  operation of the Business and
ownership  of  the  Acquired  Assets.

     1.2      Assets Not Being Transferred.  Anything contained in Section 1.1
or  elsewhere  herein  to  the  contrary  notwithstanding, there are expressly
excluded  from  the  assets, properties, interests in properties and rights of
the  Seller  to be sold, transferred, assigned, and delivered to the Purchaser
at  the  Closing  (as  defined  below)  the following (the "Excluded Assets"):

     (a)          All  leasehold  interests  of  Seller ("Excluded Leases") in
facilities  not  included  within  the  Acquired  Facilities  (the  "Excluded
Facilities"),  all  as listed in Schedule 1.2(a), and all furniture, leasehold
improvements,  fixtures,  equipment,  supplies,  and tools for maintenance and
repair  located  at  the  Excluded  Facilities  ("Excluded FFE"), as listed on
Schedule  1.2(a),  which  Schedule  shall  be  updated as of the Closing Date;

     (b)        Individual life insurance policies on executives of Seller, as
listed  in  Schedule  1.2(b)  ("Excluded  Policies"),  which Schedule shall be
updated  as  of  the  Closing  Date;

     (c)          Accounts  receivable  from  affiliates  of  Seller;

     (d)        Unamortized loan origination fees and prepayments of insurance
premiums;

     (e)         All of Seller's right, title and interest under or related to
this  Agreement, including, without limitation, the consideration delivered to
Seller  pursuant  to  this  Agreement;

     (f)          The  minute  books, stock transfer books, seals, blank share
certificates,  and  other  documents  and  things  relating  to organizational
matters  and  the  existence of  Seller as a corporation and the corporate tax
returns  of  Seller  (the  "Excluded  Records");

     (g)       Cash, real estate loans, stockholder loans, and any other loans
not  specifically  purchased  hereunder;  and
<PAGE>  87

     (h)          Seller's  right, title, and interest relating to any assets,
rights,  and  properties  of  Seller,  wherever  located,  whether tangible or
intangible,  unrelated  to  the  Business.

     1.3      Assumed Liabilities.  From and after the Closing Date, Purchaser
shall  assume  only those liabilities of Seller (the "Assumed Liabilities") as
specified  in Schedule 1.3 hereto.  It is expressly understood and agreed that
Purchaser  shall  not  be  liable for any of the obligations or liabilities of
Seller  of  any  kind  or  nature  other  than  those  specifically assumed by
Purchaser  under  this  Section  1.3.

1.4          Liabilities  Not Being Assumed.  Anything contained herein to the
contrary  notwithstanding,  the Purchaser is expressly not assuming any of the
following  liabilities  or  obligations, whether fixed or contingent, known or
unknown,  matured  or  unmatured,  executory  or non-executory, of Seller (the
"Excluded  Liabilities"), which liabilities and obligations shall at and after
the  Closing  remain  the  exclusive  responsibility  of    Seller:

     (a)     All liabilities and obligations of Seller under this Agreement or
with  respect  to  or  arising  out  of  the  consummation of the transactions
contemplated  by  this  Agreement;

     (b)       All liabilities and obligations of Seller for Seller's fees and
expenses  and  taxes  incurred  by  Seller in connection with, relating to, or
arising  out  of  the  consummation  of  the transactions contemplated by this
Agreement;

     (c)     All liabilities and obligations of Seller secured by any Acquired
Assets  or  that  are  payable  upon  transfer  of  the  Acquired  Assets; and

     (d)          All  other  liabilities that are not specifically assumed by
Purchaser  under  Section  1.3  hereof,  including  but  not  limited  to  any
liabilities  not  so expressly assumed that are reflected on any balance sheet
of  Seller  provided to Purchaser at or prior to the Closing or that should be
so  reflected  under  generally  accepted  accounting  procedures  ("GAAP").

Seller shall discharge all Excluded Liabilities on or before the Closing Date.

     1.5        Purchase Price.  The purchase price to be paid by Purchaser to
Seller for the Acquired Assets (the "Purchase Price") shall be an amount equal
to  the  book value of the Acquired Assets plus the book value of the Excluded
FFE,  excluding  leasehold  improvements  at  the  Excluded  Facilities,  as
determined  as of the Closing Date under the same policies and procedures used
in  the audited financial statements of Seller for the year ended December 31,
1996  (the  "1996 Audited Financials").  The Purchase Price will be determined
within  five days prior to the Closing Date (the "Closing Purchase Price") and
will be subject to approval by Seller and Purchaser prior to the Closing Date.
Within thirty (30) days after the Closing Date, the Seller and Purchaser shall
again determine the Purchase Price based on the financial statements of Seller
as of the Closing Date (the "Final Purchase Price"), such Final Purchase Price
to  be  subject  to  approval  by Seller and Purchaser within thirty (30) days
after  the Closing Date.  If the Final Purchase Price is more than the Closing
Purchase  Price,  Purchaser  shall pay the difference to Seller.  If the Final
Purchase  Price  is  less than the Closing Purchase Price, Seller shall refund
the  difference  to  Purchaser.



<PAGE>  88
     1.6     Payment.  The Purchase Price shall be paid in cash on the Closing
Date  by  wire  transfer  of  immediately  available funds to the bank account
designated  by  Seller.   The total amount of the Assumed Liabilities shall be
applied  to  payment  of  the Purchase Price.  The Purchase Price shall not be
reduced  by any liabilities disclosed in the 1996 Audited Financials and/or in
the  most  recent  financial  statements of Seller as of the Closing Date (the
"Disclosed Liabilities").  Purchaser is not assuming and shall not be required
to  pay  the  Disclosed Liabilities at any time and Seller shall remain solely
liable  for  and  shall  discharge  the  Disclosed  Liabilities  and any other
Excluded  Liabilities  on  or  before  the  Closing  Date.

     1.7          Allocation  of  Purchase  Price; Accounting Treatment.  Upon
approval  of  the  Closing Purchase Price and again upon approval of the Final
Purchase Price, the Purchase Price will be allocated among the Acquired Assets
by  both  Seller  and  Purchaser  in  a  manner  determined  by Purchaser (the
"Purchase  Price  Allocation").   The Purchase Price Allocation will include a
reduction  of the book value of the Vehicles by an amount equal to 167% of the
LIFO reserve therefor and a reduction to the book value of the Contracts by an
amount  equal  to  167%  of  the  accrued  but unpaid Texas sales taxes on the
Contracts  (collectively,  the  "Book  Value  Reductions").  In the event that
Purchaser  determines  that  certain Acquired Assets should be reported on the
financial  statements of Purchaser using accounting policies and procedures at
amounts different than those determined under Seller's accounting policies and
procedures,  then  Seller will make such adjustments on its books prior to the
Closing  Date  (the  "Accounting Adjustments").  The Book Value Reductions and
Accounting  Adjustments  shall  not  change  the  Purchase  Price.  Seller and
Purchaser  hereby agree to report this transaction for federal tax purposes in
accordance  with  the  allocation of the Purchase Price described above.  Such
allocation  shall  be  reported  by  Purchaser  and Seller on Internal Revenue
Service  Form  8594,  Asset  Acquisition  Statement,  which will be filed with
Purchaser's  and  Seller's  Federal  Income  Tax  Return for the tax year that
includes  the  Closing  Date.   To the extent not specified above, the parties
further  agree  to  coordinate  their  accounting  for  the  transaction.

     1.8        Lease Agreements.  Purchaser, Seller and Lessors further agree
that  as  of  the  Closing  Date  Purchaser  shall:

     (a)          assume all of the existing leases entered into by Seller for
facilities  used  in  the  Business  and  owned by non-affiliates of Seller as
described on Schedule 1.8(a) ("Independent Facilities") for the remaining term
of  such  leases  and under their existing terms and provisions (the "Acquired
Third-Party  Leases");

     (b)         enter into new leases for facilities used in the Business and
owned  by  Seller  or  affiliates  of  Seller  as described on Schedule 1.8(b)
("Related  Facilities")  at  the  rental  rates stated in Schedule 1.8(b) on a
triple  net  basis for a period of ten years, including one ten-year extension
option,  upon  terms  and  subject  to  conditions  mutually acceptable to the
parties  (the  "Acquired  Related  Party Leases"); provided, however, that the
Acquired  Related  Party  Leases  will provide that they are terminable at any
time  by  Purchaser  upon three months notice and payment of a termination fee
equal  to  three  months  rent;  and

     (c)          enter into a new month-to-month lease for Seller's principal
office  facility  (the  "Principal Facility" and together with the Independent
Facilities  and the Related Facilities, the "Acquired Facilities"), located at
9000 Tesoro Drive, #104, San Antonio, Texas 78217 at the rental rate stated in
Schedule  1.8(b)  on  a triple net basis, upon terms and subject to conditions
mutually  acceptable  to  the parties (the "Acquired Principal Facility Lease"
<PAGE>  89
and  together  with  the  Acquired Third-Party Leases and the Acquired Related
Party  Leases,  the  "Acquired  Leases").

     Each  of the Acquired Related Party Leases will include an option granted
by  the  Lessor  to  Purchaser  to  acquire at any time within the term of the
applicable  lease  any  or  all of the Related Facilities at fair market value
determined  as  provided  in  the  applicable  lease.

     1.9       Transfer Fees and Taxes.  Seller shall pay any and all transfer
and  assumption  fees  and expenses and sales and use taxes arising out of the
transfer  of the Acquired Assets and shall pay its portion, prorated as of the
Closing  Date, of state and local real and personal property taxes relating to
the  Acquired  Assets.    Purchaser  shall not be responsible for any payroll,
excise,  income,  business,  occupation,  withholding,  or similar tax, or any
taxes  of  any  kind  related  to  any  period  prior  to  the  Closing  Date.

     1.10          Special  Provisions  relating  to  Contracts.

     (a)     The term "Contracts" shall be deemed to include, and Seller shall
convey  to  Purchaser:

     1.        any and all monies and payments (including in kind collections)
received  or  due or to become due with respect to the Contracts and all other
rights  and  benefits  thereunder  due  as  of  the  Closing  Date;

     2.          the  security interests in the Vehicles granted by the retail
consumers  ("Customers")  pursuant  to the Contracts and any other interest of
Seller  in  the  Vehicles,  including, without limitation, the certificates of
title  with respect to Vehicles, and in and to all other security, warranties,
guaranties  and  credit  support  with  respect  to  the  Contracts;

     3.      except as provided in Section 1.2(b), any proceeds from claims on
any  physical  damage,  credit  life  and credit accident and health insurance
policies  or other insurance (including vendor's single interest insurance) or
certificates  relating  to  the  Vehicles  or  the  Customers;

     4.       all of Seller's rights of recourse against any dealers under any
dealer  agreements  relating  to  the  Contracts  or  otherwise, including all
guarantees  made  by  affiliates of Seller as to those Contracts originated by
affiliates  of  Seller  and  described on Schedule 1.10(a)(4) (the "Affiliated
Contracts") and Seller and Shareholders hereby guarantee all amounts due under
the  Affiliated  Contracts,  including  all  deficiency amounts and charge off
amounts.

     5.       refunds for the costs of extended service contracts with respect
to  Vehicles,  refunds  of  unearned  premiums with respect to credit life and
credit  accident and health insurance policies or other insurance certificates
covering any Customer or Vehicle or the Customer's obligations with respect to
a  Vehicle  and  any  recourse  to  dealers  for  any  of  the  forgoing;

     6.          all documents, records, instruments and files related to each
Contract;  and

     7.          the  proceeds  of  any  and  all  of  the  foregoing.

     (b)         Subject to the guarantees of the Affiliated Contracts and the
representations, warranties and covenants of Seller and Shareholders stated in
this  Agreement,  the  Contracts  are  being  conveyed  to  Purchaser  without
recourse.
<PAGE>  90
     (c)     The parties intend that the transfer of the Contracts pursuant to
this  Agreement  be  a true sale of the Contracts from the Seller to Purchaser
and  not  a financing secured by the Contracts, and the beneficial interest in
and  title  to the Contracts shall not be a part of the Seller's estate in the
event  of  the  filing of a bankruptcy petition by or against Seller under any
bankruptcy  law.  However,  if  under  any bankruptcy law, this transaction is
deemed  to  be a financing arrangement, or it is otherwise determined that any
conveyance  hereunder  is  for  any  reason not considered a sale and that the
beneficial  interest  in  and  title  to the Contracts remain part of Seller's
estate,  the  parties  intend  that  with  respect  to any such Contracts this
Agreement  shall  constitute a security agreement (as defined in the UCC as in
effect  in  the  State  of  Texas)  under the UCC, and Seller hereby grants to
Purchaser  a  first priority perfected security interest in and against all of
the  Seller's  right,  title  and  interest  in  and  to  the  Contracts.

     (d)          Within two days after the Closing Date, Seller and Purchaser
shall mail to the Customers written notice of the transfer of the Contracts to
Purchaser (the "Customer Notice"). The Customer Notice shall provide the name,
address  and  telephone  number of Purchaser, shall instruct Customers to make
all  payments  to  Purchaser  and  shall  be  in  a form mutually agreed upon.

                                 ARTICLE 2
              REPRESENTATIONS AND WARRANTIES OF PURCHASER

     As  of  the  date  hereof  and  as  of the Closing Date, Purchaser hereby
represents  and  warrants  to  Seller  each  of  the  following:

     2.1      Organization and Qualification.  Purchaser is a corporation duly
organized,  validly existing, and in good standing under the laws of the State
of  Delaware,  and  has the requisite corporate power and authority to own and
operate  its properties and to carry on its business as now conducted in every
jurisdiction  where  the failure to do so would have a material adverse effect
on  its  business,  properties,  or  ability to conduct the business currently
conducted  by  it.

     2.2          Authority  Relative  to  this  Agreement.  Purchaser has the
requisite  corporate  power  and authority to enter into this Agreement and to
carry  out  its  obligations  hereunder.    The execution and delivery of this
Agreement  by  Purchaser and the consummation by Purchaser of the transactions
contemplated  hereby  have  been  duly  authorized  by Purchaser, and no other
corporate proceedings on the part of Purchaser are necessary to authorize this
Agreement  and  such  transactions, subject to Section 6.3(f).  This Agreement
has  been duly executed and delivered by Purchaser and constitutes a valid and
binding  obligation  of  Purchaser,  enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization,  or  other  similar  laws  relating  to  the  enforcement  of
creditors'  rights  generally  and  by  general  principles  of  equity.

     2.3       No Conflicts.  Purchaser is not subject to, or obligated under,
any  provision  of  (a)  its  Certificate  of Incorporation or Bylaws, (b) any
material  agreement,  arrangement, or understanding, (c) any material license,
franchise,  or permit, or (d) any law, regulation, order, judgment, or decree,
which  would  be  breached  or  violated,  or  in  respect of which a right of
termination  or acceleration would arise, or pursuant to which any encumbrance
on any of its or any of its subsidiaries' material assets would be created, by
its  execution,  delivery,  and  performance  of  this  Agreement  and  the
consummation  by  it  of  the  transactions  contemplated  hereby.


<PAGE>  91
     2.4          No Consents.  Except for such filings to be made pursuant to
federal  or  state  securities  or  other  laws and regulations, including any
required  filing  under  the  Hart-Scott-Rodino  Antitrust Improvements Act of
1976,  as amended, and the rules and regulations thereunder  (the "H-S-R Act")
or  for  Permits necessary to own the Acquired Assets or operate the Business,
no  authorization,  consent,  or approval of, or filing with, any public body,
court, or authority is necessary on the part of Purchaser for the consummation
by  Purchaser  of  the  transactions  contemplated  by  this  Agreement.


                                   ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF SELLER,
                           SHAREHOLDERS AND LESSORS

     As  of  the  date  hereof and as of the Closing Date, the Seller and each
Shareholder,  and  each  Lessor with respect to Sections 3.1 through 3.4, 3.11
and  3.16  (as  applicable  to  each Lessor or Acquired Lease to which it is a
party  and  the  associated  Related  Facility  or Principal Facility), hereby
jointly  and  severally  represent  and  warrant  to  Purchaser  each  of  the
following:

     3.1        Organization and Qualification.  Seller is  a corporation duly
organized,  validly existing, and in good standing under the laws of the State
of  Texas,  and  has  the  requisite  corporate power and authority to own and
operate  its  properties  and to carry on its business as now conducted.  Each
Lessor  is duly organized and validly existing and has the requisite power and
authority  to  own  and operate its properties and to carry on its business as
now  conducted. Seller and each Lessor is duly qualified to do business and is
in  good  standing  in  the  State  of  Texas, the only jurisdiction where the
failure  to  be  so  qualified  would  have  a  material adverse effect on its
business,  properties,  or ability to conduct the business currently conducted
by  it.

     3.2       Authority Relative to this Agreement.  Seller has the requisite
corporate  power  and  authority  and  each Lessor has the requisite power and
authority  to  enter into this Agreement and each other agreement contemplated
hereby to which Seller or such Lessor is a party, to carry out its obligations
hereunder  and  thereunder,  and  to  consummate the transactions contemplated
hereby  and thereby.  The execution and delivery of this Agreement and of each
such  other agreement by Seller and each Lessor and the consummation by Seller
and  each  Lessor of the transactions contemplated hereby and thereby has been
duly  authorized  by  the  Board of Directors of Seller  or comparable body of
each  Lessor,  and has been duly approved by all of the shareholders of Seller
and by the members or partners of Lessors, as required, and no other corporate
proceedings  on the part of Seller or other proceedings on the part of Lessors
are  necessary  to  authorize  this Agreement, such other agreements, and such
transactions.    Seller has delivered to Purchaser complete and correct copies
of  its  Articles  of  Incorporation  and  Bylaws, each as amended to the date
hereof, and all recorded actions and minutes of the shareholders and the Board
of  Directors of Seller and the committees thereof.  Each Lessor has delivered
to  Purchaser  complete  and  correct  copies  of its operating or partnership
agreement, as amended to the date hereof, and all recorded actions and minutes
of  its  members  or partners, as the case may be.  Each Shareholder possesses
the  legal  capacity  to  execute  and  deliver  this Agreement and each other
agreement contemplated hereby to which he or she is a party, to perform his or
her  obligations  hereunder and thereunder, and to consummate the transactions
contemplated  hereby  and  thereby,  without  obtaining  any  approval,
authorization,  consent,  or  waiver  or giving any notice. This Agreement and
each  other  agreement  contemplated hereby to which Seller, Lessors or any of
<PAGE>  92
the  Shareholders  is  a party has been duly executed and delivered by Seller,
Lessors  and/or  Shareholders, as the case may be, and constitutes a valid and
binding  obligation  of  Seller,  Lessors  and/or Shareholders, enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by  bankruptcy,  insolvency, reorganization, or other similar laws relating to
the  enforcement  of  creditors' rights generally and by general principles of
equity.

     3.3          No  Conflicts.   Except as set forth in Schedule 3.3 hereto,
neither Seller nor any Lessor is subject to, or obligated under, any provision
of (a) its Articles of Incorporation or Bylaws or, in the case of Lessors, its
operating agreement or partnership agreement, (b) any  agreement, arrangement,
or  understanding,  (c)  any  license,  franchise,  or  permit or (d) any law,
regulation,  order,  judgment, or decree, which would be breached or violated,
or  in respect of which a right of termination or acceleration would arise, or
pursuant  to  which  any encumbrance on any of its assets would be created, by
its  execution,  delivery,  and  performance  of  this  Agreement,  each other
Agreement  contemplated  hereby to which it is a party and the consummation by
it  of  the  transactions  contemplated  hereby  and  thereby.

     3.4          No Consents.  Except as set forth on Schedule 3.4 hereto, no
authorization,  consent,  or  approval  of,  or  filing with, any public body,
court,  or  authority is necessary on the part of Seller or any Lessor for the
consummation  by Seller or any Lessor of the transactions contemplated by this
Agreement.

     3.5          Capitalization.  All of the issued and outstanding shares of
capital stock of Seller are owned free and clear by the Shareholders as listed
in  Schedule  3.5  and  there  are  no other shares of capital stock of Seller
outstanding.    There  are  no  outstanding  subscriptions,  options,  rights,
warrants,  convertible  securities,  or  other  agreements  or  commitments
obligating  Seller to issue or to transfer from treasury any additional shares
of  its  capital  stock.

     3.6       Financial Statements.  The 1996 Audited Financials and Seller's
unaudited  balance  sheet  as  of  January  31, 1997 and the related unaudited
statements  of  income  and cash flow for the one-month period then ended (the
"Current  Financial  Statements")  and  any  subsequent  financial  statements
presented  to  Purchaser pursuant to this Agreement, including but not limited
to  unaudited  financial statements as of and for the month ended February 28,
1997, have been prepared in accordance with GAAP applied on a consistent basis
throughout  the  periods involved and fairly present the financial position of
Seller  as  of  the  dates  thereof and the results of its operations and cash
flows for the periods then ended.  The 1996 Audited Financials and the Current
Financial  Statements  are  attached  hereto  as  Schedule  3.6.

     3.7         Subsidiaries.  Seller does not have, nor has it ever had, any
Subsidiaries  and  Seller  does  not  own,  and has never otherwise owned, any
stock,  partnership  interest,  joint  venture interest, or any other security
issued   by  or  equity  interest  in  any  other  corporation,  organization,
association, or entity.  For purposes of this Agreement, the term "Subsidiary"
means  any  corporation  of which securities having a majority of the ordinary
voting  power  in  electing  directors are owned by Seller directly or through
another  Subsidiary.

     3.8     Absence of Undisclosed Liabilities.  Seller has no obligations or
liabilities  (whether accrued, absolute, contingent, liquidated, unliquidated,
or  otherwise,  whether due or to become due and regardless of when asserted),
except  (a)  liabilities  reflected on the unaudited balance sheet included in
<PAGE>  93
the  Current  Financial  Statements,  (b) liabilities which have arisen in the
ordinary course of business after the date of the Current Financial Statements
(none  of  which  is  an uninsured liability for breach of contract, breach of
warranty,  tort,  infringement,  claim,  or  lawsuit),  and  (c)  liabilities
specifically  disclosed  in  any  Schedule  to  this  Agreement.

     3.9     No Material Adverse Changes.  Except as set forth in Schedule 3.9
hereto, since the date of the Current Financial Statements, there has not been
any  material  adverse change in the assets, financial condition, or operating
results,  customer,  employee,  or  supplier  relations, business condition or
prospects,  or  financing  arrangements  of  Seller.

     3.10          Absence  of  Certain  Developments:

     (a)     Changed its accounting methods or practices (including any change
in  loan  reserve  or  write  off  policies)  or  revalued  any of its assets;

     (b)      Borrowed any amount under existing lines of credit, or otherwise
incurred  or  become  subject  to  any  indebtedness,  except as is reasonably
necessary  for  the  ordinary operation of its business and in a manner and in
amounts  that  are  in  keeping  with  its  historical  practice;

     (c)        Mortgaged, pledged, or subjected to any lien, charge, or other
encumbrance,  any  of its assets with an aggregate fair market value in excess
of  $5,000,  except  liens for current property taxes not yet due and payable;

     (d)        Sold, assigned, or transferred (including, without limitation,
transfers  to  any  Insiders as defined in Section 3.25) any assets, except in
the  ordinary  course  of  business;

     (e)          Disclosed any proprietary or confidential information to any
person  other  than  Purchaser;

     (f)      Modified, waived, canceled or written off  any receivable, note,
right  or claim, including any write-off or compromise of  any Contract, other
than  in  the  ordinary  course of business and consistent with past practice;

     (g)          Entered  into  any  transaction  with  any  Insider;

     (h)        Suffered any extraordinary financial or other loss or suffered
any  material  theft,  damage,  destruction,  or loss of or to any property or
properties  owned  or  used  by  it,  whether  or  not  covered  by insurance;

     (i)      Increased the annualized level of compensation of or granted any
extraordinary  bonuses,  benefits,  or  other  forms  of  direct  or  indirect
compensation  to any employee, officer, director, or consultant, or increased,
terminated,  or  amended  or  otherwise  modified any plans for the benefit of
employees,  except  in  the  ordinary  course  of business and consistent with
historical  adjustments  to  such  compensation  and  benefits;

     (j)          Made  any  capital expenditures or commitments therefor that
aggregate  in  excess  of  $25,000;

     (k)          Taken any other action or entered into any other transaction
other  than  in  the  ordinary  course of business and in accordance with past
custom  and  practice,  or  entered  into or modified any transaction with any
Insider  or  any  contract,  written  or  oral, that involves consideration or
performance by it of a value exceeding $25,000 or a term exceeding six months;

<PAGE>  94
     (l)      Made any loans or advances to, or guarantees for the benefit of,
any  persons;

     (m)          Acquired (by merger, exchange, consolidation, acquisition of
stock or assets, or otherwise) any corporation, partnership, joint venture, or
other  business  organization  or  division  or  material  assets  thereof;

     (n)      Redeemed or purchased, directly or indirectly, any shares of its
capital stock, or declared or paid any dividends or distributions with respect
to  any  shares  of  its  capital  stock;

     (o)     Issued or sold any equity securities, securities convertible into
or  exchangeable  for equity securities, warrants, options, or other rights to
acquire  equity  securities,  or  bonds  or  other  debt  securities;

     (p)          Discharged  or satisfied any lien or encumbrance or paid any
liability,  other  than  current  liabilities  (or current installments due on
intermediate  or  long-term  liabilities)  paid  in  the  ordinary  course  of
business;

     (q)          Revalued  any  of  its  assets;

     (r)        Sold, assigned, or transferred (including, without limitation,
transfers   to  any  employees,  shareholders,  or  affiliates)  any  patents,
trademarks, trade names, copyrights, trade secrets, or other intangible assets,
except  in  the ordinary course  of  business,  or  disclosed  any proprietary
or confidential information to any person other than Purchaser; or

     (s)       made charitable contributions or pledges which in the aggregate
exceed  $1,000.

     3.11          Real  Estate.

     (a)          Seller  does  not  own  any  real  estate.

     (b)     Schedule 3.11(b) sets forth a list of all leases of real property
and  improvements  relating  to the Business ("Leases"), specifying whether or
not  such  Leases  are  Acquired  Leases,  in each case, setting forth (i) the
lessor  and  lessee  thereof and the date and term of each of the Leases, (ii)
the  street  address  of  each  property  covered  thereby,  and (iii) a brief
description  (including  size  and function) of the principal improvements and
buildings  thereon  (the  "Leased Premises"). The Leases are in full force and
effect  and  have  not been amended, Seller has a valid and existing leasehold
interest  under  each  such  Lease for the term set forth therein, and neither
Seller,  any  Lessor,  or  any  other  party thereto is in material default or
material  breach  under  any such Lease. No event has occurred which, with the
passage  of  time  or the giving of notice or both, would cause a breach of or
default under any of such Leases, except for breaches or defaults which in the
aggregate  could  not reasonably be expected to have a material adverse effect
on Seller's business, financial condition, or results of operations.  True and
correct  copies  of  the  Acquired  Third-Party  Leases have been delivered to
Purchaser  and  have  not  been  amended.

     (c)    The  properties  set  forth  on  Schedules 1.8(a), (b) and (c) and
3.11  (b)  constitute  all  of  the  real estate used or occupied by Seller in
connection  with  the  Business, and each such property has access, sufficient
for  the conduct of the business conducted thereon, to public roads and to all
utilities,  including  electricity,  sanitary  and storm sewer, potable water,
natural  gas  and  other  utilities,  used  in the operations of the Business.
<PAGE>  95
     (d)       Neither Seller nor any Lessor is in violation of any applicable
zoning  ordinance  or  other  law,  regulation, or requirement relating to the
operation  of  any  of the properties used in the Business, including, without
limitation,  applicable  environmental  protection and occupational health and
safety  laws  and  regulations, and neither Seller nor any Lessor has received
any  notice  of  any  such  violation, or of the existence of any condemnation
proceeding  with  respect  to  any  such  properties  owned  or  leased by it.

     (e)     On the Closing Date, all Acquired Facilities shall be surrendered
to  Purchaser  in a clean and fully-operating condition.  Prior to the Closing
Date,  Seller  shall  lawfully  remove  and  dispose  of all waste, refuse and
rubbish  from the Acquired Facilities, including without limitation, all waste
oils,  fuels  and solvents, all empty containers and containers  holding waste
or unknown items, inoperable batteries, tires and other vehicle parts, and any
item  that  is not an Acquired Asset.  Prior to the Closing Date, Seller shall
lawfully  clean  all drains and waste traps at the Acquired Facilities and all
such  drains  and  waste  traps  shall  be in full operating condition, all as
certified  by a licensed drain and waste trap service company.  On the Closing
Date,  the  condition  of the Acquired Facilities and the activities conducted
thereat  shall  comply  fully with all applicable environmental, occupational,
zoning,  fire,  health  and  safety  laws,  rules  and  regulations.

     3.12        Good Title to and Condition of Inventory and Acquired Assets.

     (a)      The Inventory of Vehicles recorded on the balance sheet included
in  the  Current  Financial  Statements, and the Inventory purchased since the
date  thereof,  is  saleable  in  the  ordinary  course  of  business,  is not
slow-moving,  obsolete,  damaged  or  defective,  and  is  carried  at a value
determined  in  accordance with GAAP.  Seller has good and marketable title to
the  Vehicles,  free  and clear of liens, encumbrances and security interests.

     (b)        The other Acquired Assets that are tangible assets are in good
condition  and  repair, ordinary wear and tear excepted, and are usable in the
ordinary  course  of  business.    Seller has good and marketable title to all
machinery,  equipment,  and other tangible assets necessary for the conduct of
the  Business  (which  it  is  conveying hereby), free and clear of all liens,
encumbrances and security interests, except as disclosed in Schedule 3.12, all
of  which  shall be released as of the Closing, or leases such equipment under
valid  leases,  all  of  which  are  listed on Schedule 3.12. Seller is not in
default, and no circum-stances exist which could result in such default, under
any  of such equipment leases, nor is any other party to any of such equipment
leases  in  default.

3.13          Title  and  Condition  of  Contracts:

     (a)          Seller and each affiliate of Seller and the Dealerships have
fully  complied  with  all  federal,  state  and  municipal  laws,  rules  and
regulations  applicable  to  the transaction creating each Contract, including
the Federal Truth In Lending Act, the Federal Equal Credit Opportunity Act and
the  Texas  Motor  Vehicle  Installments  Sales  Law.

     (b)      Seller and each affiliate of Seller and the Dealerships have all
required  licenses,  permits  and authority to sell used Vehicles, finance the
sale  of  used  Vehicles  and,  in  the  case  of affiliates of Seller and the
Dealerships,  to  assign  the Contracts to Seller, and Seller has all required
licenses,  permits  and  authority  to  acquire,  hold, collect and assign the
Contracts  to  Purchaser.


<PAGE>  96
     (c)          Seller  or  any  affiliate  of Seller or the Dealerships, as
appropriate,  has  received the down payment amount stated in each Contract in
cash  or  its  equivalent  and no part of the down payment on any Contract has
been loaned directly or indirectly to the Customer by Seller, any affiliate of
Seller,  or  the  Dealerships  other  than "pick-up" payments disclosed in the
Contracts.

     (d)     All Vehicles and any other goods and services sold by Seller, any
affiliate  of Seller, or the Dealerships pursuant to each Contract are free of
all  liens  and claims of any kind other than those in favor of Seller and the
description  of  the  Vehicle in each Contract is true, complete and accurate.

     (e)        The Vehicle sold to the Customer pursuant to each Contract has
been  delivered  to  the Customer named in the Contract and application to the
appropriate  agency  of  the  State of Texas has been filed in accordance with
applicable  law  for  registration  of the Vehicle showing the Customer as the
owner  and  Seller  as  the  only  lien  holder.

     (f)        The Customer named in each Contract has full legal capacity to
make  the  Contract and the name of the Customer stated in the Contract is the
true  and actual name of the Customer and said Customer named in the Contracts
has  executed  the  Contract.

     (g)          No  Customer of any Contract being sold to Purchaser has put
Seller  or  any  affiliate  of Seller on notice of any claim, offset, defense,
dispute  or  claim  of  rescission  or cancellation of any type, including any
claim  or  defense  relating  to  the Vehicle sold by Seller, any affiliate of
Seller or the Dealerships, the performance or non-performance by Seller or any
affiliate  of  Seller  of  its  obligations  under  any  Contract, warranty or
guarantee,  or  arising  from  any  act,  error,  omission,  representation or
warranty of Seller or any affiliate of Seller or its or their officers, agents
or  employees. Seller and each affiliate of Seller has fully and in good faith
performed  and discharged all of its obligations to the Customer arising under
each  Contract  or  relating  to  the  Contract  accrued as of the date of the
assignment  of  the  Contract  to  Purchaser.

     (h)       If required by applicable law at the time of the origination of
each  Contract, the Vehicle securing the Contract was insured for liability of
the  Customer in accordance with applicable law at the time of the origination
of  the  Contract.

     (i)          All  sales taxes assessed in connection with the sale of the
Vehicle  to  the Customer have been paid in full, or if not paid in full, will
be  paid  in  full  when  due  by  Seller.

     (j)      Each Contract has created a valid and enforceable first priority
perfected  security interest in favor of Seller in the Vehicle, which security
interest  will  be  or  has been validly assigned and transferred by Seller to
Purchaser  on  the  Closing  Date.

     (k)        Each Contract is in the form attached hereto as an Exhibit and
does  not  include  any amendments, modifications or supplements other than in
the  form  attached  hereto.

     (l)         Each Contract provides for level payments not less frequently
than  monthly,    in  amounts  that  fully amortize the amount financed stated
therein over the original term (except for the last payment, which may be less
than  the  level  payment)  and  yield  interest at the annual percentage rate
stated  in  the  Contract.
<PAGE>  97
     (m)     Each Contract accurately reflects the actual terms and conditions
of the Customer's purchaser of the Vehicle and the financing thereof and there
are  no  terms  and  conditions  not  expressly  stated  in  the  Contract.

     (n)          No  Vehicle  shall  have  been repossessed or designated for
repossession  and no investigation has been initiated by Seller, any affiliate
of  Seller  or  any  Dealership  to  determine the whereabouts of a Vehicle or
Customer  for  the  purposes  of  the  repossession of the Vehicle,  except as
disclosed  to  Purchaser  prior  to  the  Closing  Date.

     (o)       Within the most recent ninety (90) days, a payment in an amount
not  less  than  the  regularly-scheduled  installment  has  been received and
applied  to  each  such  Contract.

     (p)          Each  Contract  is  free  of  all  liens  and  encumbrances.

     (q)          Except  for the conveyances hereunder, Seller will not sell,
pledge,  assign  or  transfer  to  any  other person, or grant, create, incur,
assume  or  suffer  to exist any lien on any Contract, or Vehicle securing the
Contract,  whether now existing or hereafter created, or any interest therein.

     (r)        Seller shall defend the right, title and interest of Purchaser
in,  to  and  under  the Contracts, whether now existing or hereafter created,
against  all  claims  of third parties claiming through or under Seller or the
Dealerships  and  Seller  and  Shareholders  shall indemnify and hold harmless
Purchaser  from and against any loss, liability, expense or damage suffered or
sustained  by  reason  of  third party claims which may be asserted against or
incurred  by Purchaser at any time as a result of the sale of the Contracts by
Seller  to  Purchaser.

     (s)      If any of the foregoing representations, warranties or covenants
of  Seller as to the Contracts are materially false, breached or violated, and
Purchaser  actually  incurs  a  loss  as  a result thereof, then Purchaser may
demand  and  Seller  shall  immediately pay a refund in an amount equal to the
outstanding  principal  balance of the Contracts for which the representation,
warranties  or  covenants  are materially false, breached or violated and upon
such  refund  Purchaser  shall  transfer said Contracts back to Seller without
recourse,  representation,  warranty  or  covenant,  but free of all liens and
encumbrances  created  by  Purchaser.

     3.14         Solvency; Bulk Sales.  Seller is solvent and able to pay its
outstanding  debts  as they mature.  Seller shall not be rendered insolvent by
the  transfer of the Contracts pursuant to this Agreement, and the transfer of
the  Contracts  is not fraudulent to any creditor or equity interest holder of
Seller.    There is no Texas bulk sales or bulk transfer law applicable to the
sale  of  the  Acquired  Assets  hereunder.

     3.15        Tax Matters.  Seller and Shareholders have filed all federal,
foreign,  state,  county,  and  local  income,  excise,  property,  sales,
employment-related wages and benefits and other tax returns which are required
to  be  filed  by  it  or  them, as the case may be, in respect of Seller, the
Business  or  the  Acquired Assets, and all such returns are true and correct;
all  taxes  due  and  payable  by Seller or by any Shareholders  in respect of
Seller,  the  Business  or  the  Acquired  Assets  have  been  paid;  Seller's
provisions  for  taxes  on the balance sheet included in the Current Financial
Statements  and  any  other  financial  statements  delivered  hereunder  are
sufficient  for  all  accrued and unpaid taxes as of the dates of such balance
sheets;  Seller  has  paid  all  taxes  due  and  payable by it or which it is
obligated  to  withhold from amounts owing to any employee, creditor, or third
<PAGE>  98
party; Seller has not waived any statute of limitations in respect of taxes or
agreed  to  any  extension  of  time  with  respect  to  a  tax  assessment or
deficiency;  the assessment of any additional taxes relating to or for periods
for which returns have been filed is not expected; and Seller has not received
notice  of  any  unresolved  questions or claims concerning its tax liability.
Seller  has  not  filed  any consent agreement under or made an election under
341(f)  of the Internal Revenue Code of 1986, as amended (the "Code").  Seller
is  not  a  party to a tax sharing or allocation agreement nor does Seller owe
any  amount under any such agreement.   Neither Seller nor the Acquired Assets
are  subject  to  any  federal sales tax upon sale or other disposition of the
Acquired  Assets.

     3.16          Contracts  and  Commitments.

     (a)     Except as set forth in Schedule 3.16 hereto or any other Schedule
hereto,  Seller is not a party to any:  (i) collective bargaining agreement or
contract  with  any  labor  union;  (ii)  bonus,  pension,  profit  sharing,
retirement, or other form of deferred compensation plan; (iii) hospitalization
insurance,  or  similar  plan  or  practice,  whether formal or informal; (iv)
contract  for  the  employment  or  compensation  of  any  officer, individual
employee,  or  other  person on a full-time or consulting basis or relative to
severance pay or change-in-control benefits for any such person; (v) agreement
or  indenture  relating to the borrowing of money in excess of $5,000 relating
to  the  Business  or Acquired Assets or to mortgaging, pledging, or otherwise
placing  a lien on any of the Acquired Assets; (vi) guaranty of any obligation
for  borrowed money or otherwise, other than endorsements made for collection;
(vii) lease or agreement under which it is lessor or lessee of, or permits any
third  party  to  hold or operate, any Acquired Assets; (viii) other agreement
material  to  the  Business or (ix) agreement not entered into in the ordinary
course of business (collectively, the "Agreements").  Schedule 3.16 sets forth
the  material  terms of each such Agreement and identifies each such Agreement
which  is  not  terminable  at  will by Seller.  Purchaser is not assuming any
obligations  of Seller under the Agreements unless the Agreement is an Assumed
Agreement  identified  in  Schedule  1.1(f).

     (b)        Seller has furnished Purchaser with a true and correct copy of
each  written  Agreement,  and  a  written description of each oral Agreement,
referred  to in Schedule 3.16, together with all amendments, waivers, or other
changes  thereto.

     (c)      Except as specifically disclosed in Schedule 3.16 hereto: (i) no
customer  or  supplier has indicated that it will stop or decrease the rate of
business  done  with  Seller, except for changes in the ordinary course of the
Business;  (ii)  Seller and each Lessor has performed in all material respects
the  obligations  required  to  be  performed  by  it  in  connection with the
Agreements  and  neither Seller nor any Lessor has been advised of or received
any  claim  of  default  or  threatened  claim  of  default or any other claim
relating  to  any  Agreement;  (iii)  Seller  and  each  Lessor has no present
expectation  or  intention  of not fully performing any obligation pursuant to
any  Agreement;  and (iv) there has been no breach and there is no anticipated
breach  by  any  other  party  to  any  Agreement.

     (d)       Each Assumed Agreement is valid, binding, and in full force and
effect.    Except as set forth on Schedule 3.16, no Assumed Agreement has been
amended  or  supplemented  in any way and no party thereto has assigned any of
its  rights  or  delegated  any  of  its duties thereunder.  True and complete
copies  of  the  Assumed  Agreements  have  been  delivered  to the Purchaser.


<PAGE>  99
     (e)        No breach of default exists under any Assumed Agreement and no
event  has occurred with respect thereto that with the lapse of time or action
or inaction by Seller or, to the best knowledge of the Seller, any other party
thereto,  would  result  in  a  breach  thereof  or  a  default  thereunder.

     (f)        Upon the assignment of each Assumed Agreement to the Purchaser
pursuant  hereto,  all  rights  of  the  Seller  with  respect  to the Assumed
Agreements  will  inure  to  the  Purchaser and the Assumed Agreements will be
enforceable  by  the  Purchaser  in  accordance  with  their  terms.

     (g)      The assignment to Purchaser of all of Seller's right, title, and
interest  in, to and under each Assumed Agreement pursuant hereto will be free
and  clear  of  any  lien.

     (h)          As  of  the Closing, Seller will not owe any amount (whether
absolute,  contingent,  or  otherwise) with respect to any Assumed Agreement ,
other than amounts incurred in the ordinary course of business consistent with
past  practices and this Agreement, which amounts will be properly recorded in
the  accounts  payable  ledger  of    Seller.

     (i)     No Assumed Agreement (i) requires Seller to make purchases or pay
for  services in excess of the requirements of its Business, or (ii) except as
specified  on  Schedule  3.16,  guarantees any obligation of another person or
provides  any  type  of  indemnification  whatsoever.

     (j)          Seller has paid all rental and other payments due under each
lease  (including  each Lease) under which Seller is the lessee, in accordance
with  its  terms.    With  respect  to each such lease, the Seller has been in
peaceable  possession  of  the buildings, equipment, machinery, real property,
vehicles, or other tangible property covered thereby since the commencement of
the  original  term  of such lease.  Moreover, no indulgence, postponement, or
waiver  of  Seller's  obligations under any such lease has been granted by the
lessor.    Seller  possesses full right and power to occupy or possess, as the
case  may  be,  all  of  the  buildings,  equipment, machinery, real property,
vehicles,  and  other  tangible  property  covered  by  such  leases.

     3.17          Restrictions on Business Activities.  There is no agreement
(noncompete  or otherwise), commitment, judgment, injunction, order, or decree
to  which  Seller  is  a  party or otherwise binding on Seller or its property
which has or reasonably could be expected to have the effect of prohibiting or
impairing  any  business  practice  of  Seller,  any  acquisition  of property
(tangible  or  intangible)  by  Seller,  or  the  conduct  of  the  Business.

     3.18     Intellectual Property.  Seller has the full legal, right, title,
and interest in and to all trademarks, service marks, trade names, copyrights,
know-how,  patents, trade secrets, licenses (including licenses for the use of
computer  software  programs),  and  other  intellectual  property used in and
material  to  the  conduct of the Business (the "Intellectual Property").  The
conduct  of  Seller's  Business  as  presently  conducted and the unrestricted
conduct and the unrestricted use and exploitation of the Intellectual Property
does not infringe or misappropriate any rights held or asserted by any person,
and  no  person  is  infringing on the Intellectual Property.  No payments are
required  for  the  continued  use  of the Intellectual Property.  None of the
Intellectual  Property  has ever been declared invalid or unenforceable, or is
the  subject of any pending or threatened action for opposition, cancellation,
declaration,  infringement,  invalidity, unenforceability, or misappropriation
or  like claim, action, or proceeding.  Schedule 3.18 sets forth a list of all
material  Intellectual  Property  owned by or licensed to Seller and lists all
trademark,  trade  name,  and  patent applications that are currently pending.
<PAGE>  100
     3.19      Litigation.  Except as set forth on Schedule 3.19, there are no
suits,  claims,  actions, arbitrations, investigations, or proceedings entered
against,  now  pending,  or  threatened  against  Seller  before  any  court,
arbitration,  administrative  or  regulatory  body, or any governmental agency
which  may  result  in any judgment, order, award, decree, liability, or other
determination  which  will  or could reasonably be expected to have any effect
upon Seller, the Acquired Assets, the Acquired Leases or the Business.  Seller
is  not  subject  to  any  continuing  court  or  administrative  order, writ,
injunction,  or decree applicable to it or the Business, or to its property or
employees,  and  Seller  is  not  in  default with respect to any order, writ,
injunction,  or  decree  of  any  court or federal, state, municipal, or other
governmental  department,  commission,  board,  agency,  or  instrumentality.

     3.20      Brokers' Fees.  Neither Seller nor Shareholders have dealt with
any  broker,  finder,  or  other person entitled to any brokerage commissions,
finders'  fees,  or  similar  compensation in connection with the transactions
contemplated  by  this  Agreement.

     3.21      Employment Matters.  Attached hereto as Schedule 3.21 is a list
of  names,  current  annual rates of salary, bonus, employee benefits, accrued
vacation  and  sick  time,  sick  pay, and other compensation and benefits and
perquisites,  including the provision of company-owned automobiles, of all the
employees  and agents of Seller whose work relates, directly or indirectly, to
the  operation  of the Business at the Acquired Facilities. No key employee of
Seller,  and  no group of Seller's other employees, has any plans to terminate
his,  her,  or  its  employment.    Seller  is  not  a party to any collective
bargaining  agreement.    There  are no discussions, negotiations, demands, or
proposals  that are pending or that have been conducted or made with or by any
labor  union  or  association,  and  there  are no pending or threatened labor
disputes,  strikes,  or  work  stoppages  that may have a material and adverse
effect  upon  Seller,  the  Acquired  Assets,  or the Business.  Seller has no
material  labor  relations  problems pending, and Seller's labor relations are
satisfactory  in  all  material  respects.   Seller has complied with all laws
relating  to  the employment of labor, terms and conditions of employment, and
wages  and hours, including provisions thereof relating to wages, hours, equal
opportunity,  collective  bargaining,  and  the payment of social security and
other  taxes,  and  is  not engaged in any unfair labor practices.  Seller may
terminate any employee, with or without cause, without liability or obligation
other  than for salary accrued through the date of any such termination.  None
of  Seller's  employee benefit plans will need to be assumed by Purchaser as a
matter  of  law  or  otherwise.

     3.22     Employee Benefit Plans. With respect to all employees and former
employees of Seller, Seller does not presently maintain, contribute to, or have
any  liability  (including current or potential multi-employer plan withdrawal
liability  under  Title  IV  of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")) under any: (i) non-qualified deferred compensation
or  retirement plan or arrangement which is an "employee pension benefit plan"
as  such  term  is defined in Section 3(2) of ERISA; (ii) defined contribution
retirement plan or arrangement designed to satisfy the requirements of section
401(a)  of  the Code, which is an employee pension benefit plan, (iii) defined
benefit  pension  plan  or arrangement designed to satisfy the requirements of
section  401(a)  of  the Code, which is an employee pension benefit plan; (iv)
"multi-employer  plan"  as such term is defined in Section 3(37) of ERISA; (v)
unfunded  or funded medical, health, or life insurance plan or arrangement for
present  or future retirees or present or future terminated employees which is
an  "employee welfare benefit plan" as such term is defined in Section 3(1) of
ERISA, except as required by section 4980B of the Code or sections 601 through
609 of ERISA; or (vi) any other employee welfare  benefit plan.
<PAGE>  101
     3.23      Permitted Liens.  Seller's title to the Acquired Assets is free
and  clear  of  all liens, other than the liens listed on Schedule 3.23 hereto
and  approved  by  Purchaser  (collectively,  the  "Permitted  Liens").

     3.24     Insurance3.24.  Schedule 3.24 hereto lists and briefly describes
each  insurance  policy and fidelity bond maintained by Seller with respect to
its respective properties, assets, employees, officers, and directors and sets
forth  the  date  of  expiration  of  each such insurance policy.  All of such
insurance  policies  are in full force and effect and Seller is not in default
with  respect  to its obligations under any of such insurance policies.  There
is  no claim of Seller pending under any of such policies or bonds as to which
coverage  has been questioned, denied, or disputed by the underwriters of such
policies or bonds and there has been no threatened termination of, or material
premium increase with respect to, any of such policies.  To the best knowledge
of  Seller,  the  insurance  coverage is customary for corporations of similar
size  engaged  in  similar  lines  of  business.

     3.25       Affiliate Transactions.  Except as set forth on Schedule 3.25,
no  officer, director, or shareholder of Seller or any member of the immediate
family  of  any such officer, director, or shareholder, or any entity in which
any  of  such persons owns any beneficial interest (other than a publicly held
corporation  whose stock is traded on a national securities exchange or in the
over-the-counter market and less than 1% of the stock of which is beneficially
owned  by  any  of  such persons) (collectively "Insiders"), has any agreement
with  Seller  or  any  interest  in  any  property  (real, personal, or mixed,
tangible  or  intangible) used in or pertaining to the Business.  For purposes
of  the preceding sentence, the members of the immediate family of an officer,
director,  or,  shareholder  shall  consist  of the spouse, parents, children,
siblings,  mothers-  and  fathers-in-law,  sons-  and  daughters-in-law,  and
brothers-  and  sisters-in-law  of  such  officer,  director,  or shareholder.

     3.26          Compliance  with  Laws;  Permits.  Seller and its officers,
directors,  agents,  and  employees have complied with all applicable laws and
regulations of foreign, federal, state, and local governments and all agencies
thereof  which  affect  the  Business  or  any of Seller's assets and to which
Seller  may  be  subject,  and no claims have been filed or threatened against
Seller alleging a violation of any such law or regulation, except as set forth
in  Schedule  3.26  hereto.  Without limiting the generality of the foregoing,
Seller  has  not  violated,  or  received  a  notice  or  charge asserting any
violation  of  any  state  or  federal  acts  (including rules and regulations
thereunder)  regulating or otherwise affecting employee health and safety, the
discharge  of pollutants or wastes, or employee benefit plans.  Neither Seller
nor  any  of  the Shareholders has given or agreed to give any money, gift, or
similar  benefit (other than incidental gifts of articles of nominal value) to
any  actual  or  potential  customer,  supplier, governmental employee, or any
other  person  in a position to assist or hinder Seller in connection with any
actual  or  proposed  transaction.    Seller  possesses  all  approvals,
authorizations,  certificates,  consents, registrations, franchises, licenses,
permits,  rights,  variances,  and waivers necessary for the lawful conduct of
the  Business  and  the  ownership or operation of the Acquired Assets and the
Acquired  Facilities  (collectively,  the "Permits").  All Permits are in full
force  and  effect,  no  violations have occurred with respect thereto, and no
basis  exists  for  any  limitation,  revocation, or withdrawal thereof or any
denial  of  any  extension  or  renewal  with  respect thereto.  A list of all
Permits (including the expiration dates thereof) is set forth in Schedule 3.26
hereto.   Except as indicated on Schedule 3.26, each Permit is transferable to
the  Purchaser.  Seller  has  made  available to Buyer each Permit for Buyer's
review.

<PAGE>  102
     3.27          Warranties.    Seller  is  not  responsible for any express
warranties  to  third  parties  with  respect to any products sold or services
performed  by  Seller.    Seller has no knowledge of any state of facts or the
occurrence  of any event forming the basis of any present claim against Seller
for  liability  due  to  any  express  or  implied  warranty.

     3.28      Disclosure.  Neither this Agreement nor any of the Schedules or
Exhibits  hereto or documents or agreements to be delivered hereunder contains
any  untrue  statement  of  a  material fact or omits to state a material fact
necessary  to make the statements contained herein or therein, in light of the
circumstances  in  which  they were made, not misleading, and there is no fact
which  has  not been disclosed to Purchaser which materially adversely affects
or  could reasonably be anticipated to materially adversely affect the assets,
including  the  Acquired Assets, financial condition or results of operations,
customer,  employee  or  supplier relations, business condition, prospects, or
financing  arrangements  of  Seller.

                                   ARTICLE 4
                 CONDUCT OF SELLER PENDING THE CLOSINGARTICLE

     Seller  and  Shareholders,  and  as  to  the Acquired Leases, the Related
Facilities, and the Principal Facility, each Lessor, hereby covenant and agree
that  from  the  date  hereof  to  the  Closing  Date,  unless Purchaser shall
otherwise  agree  in  writing or except as otherwise expressly contemplated or
permitted  by  this  Agreement:

     4.1      Conduct of Business Pending the Closing.  Except as specifically
contemplated  in this Agreement, from the date hereof to the Closing Date, the
Business of Seller shall be conducted only in, and Seller shall take no action
except  in,  the  ordinary course, on an arm's length basis, and in accordance
with all applicable laws, rules, and regulations and past custom and practice,
including,  without limitation, making any loans, making any cash payments, or
transferring  any  other  assets  or  properties  of  Seller  to any employee,
officer,  shareholder,  or  director  of Seller; and Seller shall maintain its
facilities  in  good operating condition, ordinary wear and tear excepted; and
Seller  will  not,  directly  or  indirectly, do or permit to occur any of the
following:

     (a)            Breach  any  material  contract, agreement, commitment, or
undertaking,  including  this  Agreement;

     (b)       Knowingly violate or fail to comply with any laws applicable to
it,  the  Acquired  Assets,  the  Acquired  Leases,  or  the  Business;

     (c)          Commit  any act or permit the occurrence of any event or the
existence  of  any  condition  of  the  type described in Section 3.10 hereof;

     (d)        Cancel or terminate or permit to be canceled or terminated its
current  insurance  (or  reinsurance)  policies  or permit any of the coverage
thereunder  to lapse, unless simultaneous with such termination, cancellation,
or lapse, replacement policies providing coverage equal to or greater than the
coverage  under the canceled, terminated, or lapsed policies for substantially
similar  premiums  are  in  full  force  and  effect;

(e)          Fail  to  maintain  and  repair its assets and properties in
accordance with good standards of maintenance and as required in any leases or
other  agreements  pertaining  thereto;


<PAGE>  103
     (f)          Enter  into  or modify any employment, severance, or similar
agreements  or  arrangements  with, or grant any bonuses, salary increases, or
severance  or  termination  pay  to,  any  officers,  directors, employees, or
consultants,  or adopt or amend any bonus, profit sharing, compensation, stock
option,  pension,  retirement,  deferred  compensation,  employment,  or other
benefit  plan, trust, fund, or group arrangement for the benefit or welfare of
any  officers,  directors,  or  employees;

     (g)          Amend  its  Articles  of  Incorporation  or  Bylaws;

     (h)        Create or acquire any Contracts that do not satisfy and comply
fully with the underwriting and origination requirements used by Seller during
the  previous  180  days;  or

     (i)     Agree to do any of the actions described in the preceding clauses
(a)  through  (h).

     4.2        Business Relationships.  Seller and Shareholders will preserve
intact  Seller's  business  organization  and  goodwill,  keep  available  the
services  of  its officers and employees as a group, and maintain satisfactory
relationships  with  suppliers,  distributors,  customers,  and  others having
business  relationships  with  it.

     4.3       Access to Information.  Purchaser and its counsel, accountants,
and  other  representatives  shall have the opportunity to make a complete due
diligence  review  of  the  books,  records,  business, and affairs of Seller,
including,  without  limitation,  the Acquired Assets, Independent Facilities,
Related  Facilities,  Principal  Facility,  and  all  other  matters  relating
thereto.    In  the  event  Purchaser,  in its reasonable business discretion,
determines  that  prior to the Closing Date there has been any material change
in or material misrepresentation about the Business, Acquired Assets, Acquired
Facilities  or  matters  relating  thereto,  Purchaser  shall  have no further
obligation  to  proceed  with  the  transaction, and the parties shall have no
further  liability  to  one  another, except as expressly provided herein.  To
facilitate the due diligence review, Seller shall provide to Purchaser and its
agents complete access to all of Seller's records and documents, shall provide
Purchaser  with  personal,  bank,  and professional references, and shall make
available  for  consultation  employees, suppliers, and distribution channels.

     4.4          Tax  on  Prior Sales.  Seller agrees to furnish to Purchaser
certificates  from  the  state taxing authorities and any related certificates
that  Purchaser  may reasonably request as evidence that all sales and use tax
liabilities  of  Seller  accruing  before  the  Closing  Date  have been fully
satisfied or provided for, to the extent such certificates are prepared by the
applicable  state  taxing  authority.

     4.5          Notification  of  Certain Matters.  Seller, Shareholders and
Lessors  shall (i) confer on a regular basis with representatives of Purchaser
and  report  operational matters and the general status of ongoing operations,
(ii)  notify  Purchaser of any material adverse change in the normal course of
its  business or in the operation of its properties and of any governmental or
third  party  complaints,  investigations,  or  hearings  (or  communications
indicating that the same may be contemplated); (iii) not take any action which
would  render,  or  which  reasonably  may  be  expected  to  render,  any
representation  or  warranty made by it in this Agreement untrue at, or at any
time  prior to, the Closing; and (v) promptly notify Purchaser if Seller shall
discover  that any representation or warranty made by it in this Agreement was
when  made,  or  has  subsequently  become,  untrue.

<PAGE>  104
     4.6      Transfer of Permits.  Seller, Shareholders, and Lessors will use
their  best  efforts  to  assist  Purchaser  to effect the assignment or other
transfer  of  Permits from Seller to Purchaser as of or as soon as practicable
after  the  Closing  Date.

     4.7      Closing.  Seller, Shareholders, and Lessors shall use their best
efforts  to  cause  the  conditions  specified  in  Section  6.3  hereof to be
satisfied  at  or  prior  to  the  Closing  Date  hereof.

                                    ARTICLE 5
                             ADDITIONAL AGREEMENTS

     5.1          Employment.    After  the Closing Date, except for up to six
management  employees  who  may be designated by Seller and listed in Schedule
5.1  (the "Designated Employees"), Purchaser will agree to hire such employees
of  Seller currently employed at the Acquired Facilities on an "at will" basis
or on other terms and conditions acceptable to Purchaser and such employees as
Purchaser  determines  in  its sole discretion, and Seller will cooperate with
Purchaser  to  that  end.    All employees of Seller currently employed at the
Acquired  Facilities  to be hired by Purchaser will be terminated by Seller on
or  before  the  Closing  Date.  Seller shall be responsible for any severance
and/or  other  payments,  including,  but not limited to, accrued vacation and
sick  time,  sick  pay,  and  other  compensation,  benefits, and perquisites,
incurred  in  connection  therewith and during the period prior to the Closing
Date.    Seller  and  Shareholders  agree  not to solicit any of the employees
currently  employed  at the Acquired Facilities to be hired by Purchaser for a
period of three years after the Closing Date.  The Designated Employees may be
employed  by  Purchaser  in  its  discretion  for  a  period  of up to 90 days
following  the  Closing  Date  in  order  to assist with the transition of the
Business  to  Purchaser.

     5.2      Expenses.  Seller, Shareholders, and Lessors shall pay the costs
and  expenses of Seller, Shareholders and Lessors, and Purchaser shall pay the
costs  and  expenses  of Purchaser, incurred in connection with this Agreement
and  the transactions contemplated hereby.   Notwithstanding the foregoing, in
the event any party breaches the terms of this Agreement prior to the Closing,
and  the  transactions  contemplated hereby are not consummated, the breaching
party  agrees  to  pay  the  non-breaching party an amount equal to all of the
expenses   incurred  by  the  non-breaching  party  in  connection  with  this
Agreement,  and  otherwise  related  to  the transactions contemplated hereby,
including,  but  not  limited  to,  all  fees  and  expenses  incurred  by the
non-breaching  party  to  accountants,  attorneys,  and  finders,  brokers  or
consultants.  Nothing herein shall be deemed to limit the right or remedy of a
party  in  the  event  of  a  breach  of  this  Agreement  by the other party.

     5.3     No Negotiations.  Neither Seller nor Shareholders shall, directly
or  indirectly,  through  any officer, director, agent, or otherwise, solicit,
initiate,  or encourage submission of any proposal or offer from any person or
entity  (including  any of its or their officers or employees) relating to any
liquidation,   dissolution,   recapitalization,   merger,   consolidation,  or
acquisition  or purchase of all or a material portion of the assets of, or any
equity   interest   in,  Seller  or  other  similar  transaction  or  business
combination involving Seller, or participate in any negotiations regarding, or
furnish  to  any  other  person  any information with respect to, or otherwise
cooperate  in  any  way  with,  or  assist,  participate  in,  facilitate,  or
encourage,  any  effort or attempt by any other person or entity to do or seek
any  of the foregoing.  Seller or Shareholders shall promptly notify Purchaser
if  any such proposal or offer, or any inquiry from or contact with any person
with  respect  thereto, is made and shall promptly provide Purchaser with such
<PAGE>  105
information  regarding  such proposal, offer, inquiry, or contact as Purchaser
may  request.

     5.4         Public Announcements.  The parties hereto shall not issue any
press release or public announcement, including announcements by any party for
general reception by or dissemination to employees, agents, or customers, with
respect  to  this  Agreement  and  the other transactions contemplated by this
Agreement  without  the  prior  written  consent  of  the other parties hereto
(which  consent  shall  not be withheld unreasonably); provided, however, that
Purchaser  may make any disclosure or announcement that, in the opinion of its
counsel,  it  is obligated to make pursuant to applicable law or regulation of
the  Nasdaq  Stock  Market,  Inc.  or  any  national  securities  exchange, as
applicable, in which case Purchaser shall reasonably consult with Seller prior
to  making  such  disclosure or announcement; and provided further, that, upon
execution  of this Agreement, Purchaser may make a public announcement of such
occurrence in a press release reviewed and reasonably approved by Seller prior
to  publication.

     5.5     Confidentiality.  Each party hereto, and its officers, directors,
agents,  and affiliates, will hold in strict confidence, and will not divulge,
communicate, use to the detriment of any other party hereto or for the benefit
of  any  other  person  or  persons,  or  misuse  in  any  way,  any financial
information  or  other  data  obtained  in  connection  with  this  Agreement,
including,  without  limitation, any confidential information or trade secrets
of  such  other  party,  personnel  information,  secret  processes, know how,
cus-tomer  lists,  formulas,  or other technical data; and if the transactions
contemplated by this Agreement are not consummated, each party hereto, and its
officers,  directors,  agents, and affiliates, will return to each other party
all  such  data  and  information  as such other party may reasonably request,
including,  without  limitation,  work  sheets,  test reports, manuals, lists,
memoranda,  and  other  documents  prepared by or made available in connection
with  this  transaction.   The parties hereto may disclose such information to
their  respective attorneys and accountants so long as they agree to keep such
information  confidential.

     5.6       Books and Records.  Seller will make available to Purchaser, at
Purchaser's  request  and expense, from time to time, all books and records of
Seller  relating, directly or indirectly, to the Business which are reasonably
necessary  with  respect  to  Purchaser's ongoing operations for inspection or
copying  by  Purchaser  at any reasonable time for a six (6) year period after
the  Closing  Date,  and  to  offer  same  to Purchaser, from time to time, at
Purchaser's  expense, prior to the destruction of all or any part thereof.  In
addition,  the  parties  shall  make  reasonably  available to one another any
records or documents that they maintain with respect to the Acquired Assets or
the  Business  for  purposes  of  compliance  with  applicable  tax laws or in
defending  any  third  party  litigation arising in respect of this Agreement.

     5.7          H-S-R  Act.    To  the  extent  required  by law, Seller and
Shareholders  on  the  one  hand and Purchaser on the other shall each file or
cause to be filed with the Federal Trade Commission (the "FTC") and the United
States  Department  of  Justice  (the  "DOJ") any notifications required to be
filed by their respective "ultimate parent entities" under the H-S-R Act, with
respect  to  the  transactions  contemplated  herein.    Each  party  shall be
responsible  for  all expenses incurred in the preparation of their respective
H-S-R  Act filings and the filing fees to be paid in connection with the H-S-R
Act filings.  The parties shall use their reasonable best efforts to make such
filings  promptly,  to respond to any requests for additional information made
by  either the FTC or DOJ, to cause the waiting periods under the H-S-R Act to
terminate or expire at the earliest possible date and to resist vigorously, at
<PAGE>  106
their  respective  cost  and  expense  (including,  without  limitation,  the
institution   or  defense  of  legal  proceedings)  any  assertion  that  the
transactions contemplated herein constitute a violation of the antitrust laws,
all  to  the  end  of expediting consummation of the transactions contemplated
herein.

     5.8         Additional  Agreements.  Subject to the terms and conditions
herein  provided,  each  of the parties hereto agrees to take, or cause to be
taken,  all  action  and  to  do,  or cause to be done, all things necessary,
proper,  or  advisable  to  consummate  and  make effective  as  promptly  as
practicable   the  transactions  contemplated  by  this Agreement,  including
obtaining  all necessary  waivers,  consents, and approvals and effecting all
necessary registrations  and filings and submissions of information requested
by  governmental  authorities.

                                 ARTICLE  6
                                 CONDITIONS

     6.1          Conditions  to  Obligations  of  Each Party.  The respective
obligations of each party to effect the transactions contemplated hereby shall
be  subject  to  the  fulfillment  at or prior to the Closing of the following
conditions:

     (a)      There shall not be threatened, instituted, or pending any action
or  proceeding, before any court or governmental authority or agency, domestic
or  foreign:    (i)  challenging  or  seeking  to make illegal, or to delay or
otherwise  directly or indirectly to restrain or prohibit, the consummation of
the  transactions  contemplated  hereby,  or  seeking  to  obtain  damages  in
connection therewith; (ii) seeking to prohibit direct or indirect ownership or
operation by Purchaser or any of its subsidiaries of all or a material portion
of  the  Business  or the Acquired Assets of Seller, or to compel Purchaser or
any  of  its subsidiaries to divest of or to hold separately all or a material
portion  of  the  Business or the Acquired Assets of Seller as a result of the
transactions  contemplated  hereby;  (iii)  seeking  to  impose  or  confirm
limitations  on  the  ability of Purchaser effectively to exercise directly or
indirectly  full  rights  of  ownership  of  any  of  the  Acquired  Assets or
properties  of  Seller; (iv) seeking or causing any material diminution in the
direct or indirect benefits expected to be derived by Purchaser as a result of
the transactions contemplated by this Agreement; (v) invalidating or rendering
unenforceable  any  material  provision  of  this Agreement (including without
limitation  any  of the documents or agreements to be delivered hereunder); or
(vi) which otherwise might materially adversely affect Purchaser or any of its
subsidiaries  or  the  Acquired  Assets  or  Business;

     (b)          There  shall  not be any action taken, or any statute, rule,
regulation,  judgment,  order,  or  injunction  proposed,  enacted,  entered,
enforced,  promulgated,  issued,  or  deemed  applicable  to  the transactions
contemplated  hereby  by  any federal, state, or foreign court, government, or
governmental authority or agency, which may, directly or indirectly, result in
any  of  the  consequences  referred  to  in  (a)  above or otherwise prohibit
consummation  of  the  transactions  contemplated  hereby;

     (c)     No party hereto shall have terminated this Agreement as permitted
herein;  and

     (d)        There shall not have occurred any of the following events that
could  have  a  material  adverse  effect  on  Purchaser  or  Seller:    (i) a
declaration  of  a banking moratorium or any suspension of payments in respect
of  banks  in the United States or any limitation by United States authorities
<PAGE>  107
on  the  extension  of  credit by lending institutions; (ii) a commencement of
war,  armed  hostilities, or other international or national calamity directly
or  indirectly involving the United States; or (iii) in the case of any of the
foregoing  existing  at  the date hereof, a material acceleration or worsening
thereof.

     6.2     Additional Conditions to Obligation of Seller.  The obligation of
Seller  to  effect the transactions contemplated hereby is also subject to the
fulfillment  at  or  prior  to  the  Closing  of  the  following  conditions:

     (a)          The representations and warranties of Purchaser set forth in
Article  2  shall be true and correct as of the Closing Date as if made at and
as  of  the  Closing  Date,  and Purchaser shall in all material respects have
performed  each obligation and agreement and complied with each covenant to be
performed  and  complied  with by it hereunder at or prior to the Closing; and

     (b)     Purchaser shall have furnished to Seller:  (i) a copy of the text
of  the  resolutions  by  which  the corporate action on the part of Purchaser
necessary  to  approve this Agreement and the transactions contemplated herein
were  taken;  and  (ii)  a  certificate executed on behalf of Purchaser by its
corporate  secretary  or one of its assistant corporate secretaries certifying
to  Seller  that  such  copy  is  a  true,  correct, and complete copy of such
resolutions  and  that  such  resolutions  were duly adopted and have not been
amended  or  rescinded.

     6.3          Additional  Conditions  to  Obligation  of  Purchaser.   The
obligations  of  Purchaser  to effect the transactions contemplated herein are
also  subject  to  the fulfillment at or prior to the Closing of the following
conditions:

     (a)       The representations and warranties of Seller, Shareholders, and
Lessors in this Agreement and in any certificate or other instrument delivered
pursuant  to  the  provisions  hereof  or  in connection with the transactions
contemplated  hereby  shall  be  true and correct as of the Closing Date as if
made  at and as of the Closing Date, and Seller shall in all material respects
have  performed  each obligation and agreement and complied with each covenant
to  be  performed  and  complied  with  by  them  hereunder at or prior to the
Closing;

     (b)          Seller,  Shareholders  and  Lessors  shall have furnished to
Purchaser  a  certificate  in which they shall certify that the conditions set
forth  in  Section  6.3(a)  have  been  fulfilled;

     (c)          Seller,  Shareholders,  and  Lessors shall have furnished to
Purchaser:   (i) copies of the texts of the resolutions by which the corporate
action on the part of Seller and its shareholders and any comparable action on
the  part  of any Lessor and its members or partners necessary to approve this
Agreement  and  the  transactions  contemplated  hereby  were  taken; and (ii)
certificates of Seller or Lessors certifying to Purchaser that such copies are
true,  correct,  and  complete  copies  of  such  resolutions  and  that  such
resolutions  were  duly  adopted  and  have  not  been  amended  or rescinded;

     (d)     Purchaser shall have received from the chief financial officer of
Seller a letter, dated the Closing Date, that on the basis of a review (not an
audit)  of  the  latest  available accounting records of Seller, consultations
with  other responsible officers of Seller, and other pertinent inquiries that
he may deem necessary, he has no reason to believe that during the period from
the  date  of  the Current Financial Statements to the Closing Date, except as
may  otherwise  be set forth on any Schedule hereto, there has been any change
<PAGE>  108
in  the  financial  condition or results of operations of the Business, except
changes  incurred  in  the  ordinary  and usual course of business during that
period  that in the aggregate are not materially adverse, and other changes or
transactions,  if  any,  contemplated  by  this  Agreement;

     (e)          Purchaser shall have received an opinion letter addressed to
Purchaser  from  counsel  for  Seller,  Shareholders,  and  Lessors  based  on
customary reliance and subject to customary qualifications, in a form mutually
agreed  upon;

     (f)         This Agreement and the transactions contemplated hereby shall
have  been  approved  by  Purchaser's  Board  of  Directors;

     (g)          Seller  shall  have  obtained all necessary consents to this
Agreement  and  the  transactions contemplated hereby and Purchaser shall have
obtained  or  assumed  all  permits  or licenses necessary to ownership of the
Acquired  Assets and operation of the Business, including, without limitation,
the  following:  (i)  the  approval  of  the  transaction  by all governmental
authorities exercising jurisdiction over the ownership of the Acquired Assets;
(ii) the approval by all governmental authorities with respect to the issuance
to,  or assumption by, Purchaser of all Acquired Permits; and (iii) each other
consent  and  approval  necessary  in order that the transactions contemplated
herein  not  constitute  a  breach  or  violation  of, or result in a right of
termination  or  acceleration with respect to, or result in any encumbrance on
any  of  Seller's  assets,  including  the  Acquired  Assets,  pursuant to the
provisions  of  any  agreement,  arrangement, or understanding or any license,
franchise,  or  Permit;

     (h)        Purchaser  shall  have accepted,  in its sole discretion, the
results  of its inspections, investigations, studies, assessments and evalua-
tions  of  the  Acquired  Assets,  Assumed  Liabilities,  Assumed  Contracts,
Independent  Facilities, Related Facilities, Principal Facility, the Business
and all matters relating  thereto;

     (i)         Purchaser and Seller shall have agreed to the terms of leases
with  respect  to  the  Related  Facilities  and  the  Principal Facility, and
Purchaser  shall have agreed to the terms relating to its assumption of leases
with  respect to the Independent Facilities and Purchaser shall have completed
to  its  satisfaction  any  assessment  of  such  facilities;

     (j)        There shall have been no damage, destruction, or loss of or to
any  property or properties owned or used by Seller, whether or not covered by
insurance,  which  in  the aggregate may have a material adverse effect on the
Business,  financial  condition, results of operations or prospects of Seller;

     (k)          All  Insider  agreements  shall  have  been  terminated;

     (l)       Receipt and approval of the Schedules to be prepared by Seller,
Shareholders, and Lessors, all updated as of the Closing Date, and preparation
of  and  agreement  as  to  all  closing  documents, agreements and procedures
required  under  this  Agreement;

     (m)     Purchaser shall have received such non-disturbance, subordination
and  other  agreements  from  Seller's  lenders  and  third  party  lessors as
Purchaser  shall  reasonably  request;  and

     (n)          The  form  and  substance  of all certificates, instruments,
opinions,  and  other  documents  delivered  to Purchaser under this Agreement
shall  be  satisfactory  in  all  respects  to  Purchaser  and  its  counsel.
<PAGE>  109
                                  ARTICLE  7
                              THE CLOSING ARTICLE

     7.1          Closing.    The  closing (the "Closing") of the transactions
contemplated  herein  shall  be  held on or before April 1, 1997 (the "Closing
Date"),  at  a  time  and  place  as  the  parties  shall  mutually  agree.

     7.2     Seller's, Shareholders' and Lessors' Obligations.  In addition to
any  other  documents  required  to  be  delivered by Seller, Shareholders, or
Lessors  at  Closing,  Seller,  Shareholders or Lessors, as appropriate, shall
deliver  to  Purchaser  at  Closing  the  following  documents:

     (a)      An executed Bill of Sale and Assumption and other instruments of
transfer,  with  full  warranties  of  title,  dated  as  of the Closing Date,
conveying  to  Purchaser  all of Seller's right, title, and interest in and to
the  Acquired  Assets,  all  in  form and substance satisfactory to Purchaser;

     (b)          Executed  assignments  of  all  Contracts  (with consents if
required),  the  Contracts  themselves, certificates of title to all Vehicles,
and  a  UCC-1  Financing  Statement  (in  accordance  with  Section  1.10(c));

     (c)         Releases of all liens, encumbrances and security interests in
respect  of  the  Acquired  Assets,  except  Permitted  Liens;

     (d)          The  Acquired  Leases  contemplated by Section 1.8 and lease
assignments  with respect to each item of personal property which is leased by
Seller  and  which  is to be assumed by Purchaser hereunder, properly executed
and  acknowledged  by  Seller,  and  accompanied  by  all  consents of lessors
required  by  this  Agreement  and  the  leases  being  assigned,  and  such
subordination  agreements, non-disturbance certificates and other documents as
Purchaser  shall  have  reasonably  requested;

     (e)          Executed  assignments of all assignable Acquired Permits and
executed  assignment  and  assumption  agreements  with respect to all Assumed
Agreements,  with  all  necessary  consents  thereto;

     (f)          All  books, records, and other data relating to the Acquired
Assets  and  the  Business  (other  than  corporate  records);

     (g)          The certificate(s) as provided for in Section 6.3(b) hereof;

     (h)          Certified  resolutions  and the certificates provided for in
Section  6.3(c)  hereof;

     (i)          The  letter  provided  for  in  Section  6.3(d)  hereof;

     (j)          The  consents  as  provided  for  in  Section 6.3(g) hereof;

     (k)          An executed opinion of Seller's, Shareholders', and Lessors'
counsel,  as  contemplated  by  Section  6.3(e);  and

     (l)     Such other documents as Purchaser or its counsel or any lender or
lessor  of  Purchaser  may  reasonably  request  in  order  to  effectuate the
transactions  contemplated  under  this  Agreement.  Seller, Shareholders, and
Lessors,  at  any time before or after the Closing, will execute, acknowledge,
and deliver any further deeds, assignments, conveyances, and other assurances,
documents,  and instruments of transfer reasonably requested by Purchaser, and
will  take  any  other action consistent with the terms of this Agreement that
may  reasonably  be  requested  by  Purchaser,  for  the purpose of assigning,
<PAGE>  110
transferring, granting, conveying, and confirming to Purchaser, or reducing to
possession,  any  or  all  property  to  be  conveyed  and transferred by this
Agreement.    If requested by Purchaser, Seller further agrees to prosecute or
otherwise  enforce  in  its own name for the benefit of Purchaser, any claims,
rights,  or  benefits  that are transferred to Purchaser by this Agreement and
that  require prosecution or enforcement in Seller's name.  Any prosecution or
enforcement  of claims, rights, or benefits under this Section shall be solely
at  Purchaser's  expense,  unless  the  prosecution  or  enforcement  is  made
necessary  by  a  breach  of  this  Agreement  by  Seller.

     7.3        Purchaser's Obligations.  Purchaser shall deliver to Seller at
Closing  the  following  documents:

     (a)         Wire transfer in the amount of the Purchase Price, payable as
provided  in  Section  1.5  hereof;

     (b)      Executed counterparts of such of the closing documents of Seller
as  shall  require  acceptance  by  Purchaser;  and

     (c)       Certified resolutions of the Board of Directors of Purchaser as
provided  for  in  Section  6.2(b)  hereof.

                                ARTICLE  8
                         INDEMNITIES  ARTICLE

     8.1        Survival of Representations and Warranties.  Regardless of any
investigation  at any time made by or on behalf of any party hereto, or of any
information  any party may have in respect thereof, all covenants, agreements,
representations,  and  warranties  made  hereunder  or  pursuant  hereto or in
connection  with  the  transactions  contemplated  hereby  shall  survive  the
Closing.

     8.2        Nature of Statements.  All statements contained herein, in any
Schedule  or Exhibit hereto, or in any certificate or other written instrument
delivered  by  or  on  behalf  of  Seller, Shareholders, Lessors, or Purchaser
pursuant   to   this   Agreement,  or  in  connection  with  the  transactions
contemplated hereby, shall be deemed representations and warranties by Seller,
Shareholders,  Lessors,  or  Purchaser,  as  the  case  may  be.

     8.3          Indemnification  of  Purchaser  by Seller, Shareholders, and
Lessors.   Seller, Shareholders, and Lessors (for purposes of this Section 8.3
only,   the   "Indemnifying  Parties")  each,  jointly  and  severally,  shall
indemnify,  defend,  and  hold  harmless Purchaser and its direct and indirect
parent companies, subsidiaries, and affiliates, and their respective officers,
directors,  and shareholders, successors and assigns, from and against any and
all  costs,  expenses,  losses,  damages,  fines,  penalties,  or  liabilities
(including,  without  limitation,  interest which may be imposed in connection
therewith,  court  costs,  litigation  expenses, and reasonable attorneys' and
accounting   fees)   ("Actual   Loss")  incurred  by  Purchaser,  directly  or
indirectly,  with  respect to, in connection with, arising from, or alleged to
result  from,  arise  out  of,  or  be  in  connection  with:

     (a)       A breach by any of the Indemnifying Parties or any affiliate of
any representation or warranty made by such parties or affiliate and contained
in  this  Agreement  or in any certificate or other document delivered by said
parties  to  Purchaser  or  any  affiliate  hereunder  or  thereunder;

     (b)       A breach by any of the Indemnifying Parties or any affiliate of
any  covenant, restriction, or agreement made by or applicable to such parties
<PAGE>  111
or  affiliate  and  contained in this Agreement or in any certificate or other
document  delivered by said parties or affiliate to Purchaser or any affiliate
hereunder or thereunder (including without limitation, the breach of any Lease
by  any  Lessor);

     (c)          Except  for  any  Assumed  Liabilities, any other liability,
obligation,  claim,  complaint, debt, suit, cause of action, investigation, or
proceeding   of  any  kind  whatsoever,  including,  without  limitation,  any
liability  for  sales,  use  or  other  taxes  and  any  liability  under  any
environmental,  pollution  control,  health or safety law, rule or regulation,
including  actions  or  proceedings in respect thereof, against or relating to
Seller,  the  Business,  the  Acquired Assets, or the Leased Premises, whether
instituted  or  commenced prior to or after the Closing Date and which relates
to  or  arises  from the business or assets of Seller on or before the Closing
Date  or,  with respect to the continuing business activities of Seller, after
the  Closing  Date;  and

     (d)          Any  scheduled  contingency  or  item  pertaining to Seller,
Shareholders,  any  Lessor,  the  Business, the Acquired Assets, or the Leased
Premises.

     8.4          Indemnification  of  Seller,  Shareholders,  and  Lessors by
Purchaser8.  Purchaser shall indemnify, defend, and hold Seller, Shareholders,
and Lessors (for purposes of this Section 8.4 only, the "Indemnified Parties")
harmless  from  and  against  any  Actual  Losses  incurred by the Indemnified
Parties  with  respect  to,  in  connection  with, arising from, or alleged to
result  from,  arise  out  of,  or  be  in  connection  with:

     (a)       A breach by Purchaser of any representation or warranty made by
Purchaser  and  contained  in  this  Agreement  or in any certificate or other
document  delivered  by  Purchaser  to  the  Indemnified  Parties hereunder or
thereunder;

     (b)      A breach by Purchaser of any covenant, restriction, or agreement
made  by  or applicable to Purchaser and contained in this Agreement or in any
certificate  or  other  document  delivered  by  Purchaser  to the Indemnified
Parties  hereunder  or  thereunder;

     (c)         All loss, expense, or damage suffered as the direct result of
Purchaser's  failure  to  pay  the  Assumed Liabilities in accordance with the
terms  of  this  Agreement;  and

     (d)          Any  other  claim,  suit, cause of action, investigation, or
proceeding  of  any  kind whatsoever instituted or commenced after the Closing
Date which relates to or arises from Purchaser's operation of its separate and
independent business after the Closing Date, except for any claims arising out
of  Seller's  liabilities  to  Purchaser  or  obligations  to  Purchaser.

     8.5          Procedure  for  Indemnification.

     (a)          The party which is entitled to be indemnified hereunder (the
"Indemnified  Party")  shall  promptly  give  notice  hereunder  to  the party
required  to  indemnify  (the  "Indemnifying  Party")  after obtaining written
notice  of  any  claim  as  to  which  recovery  may  be  sought  against  the
indemnifying  party  because  of  the indemnity in Section 8.3 and Section 8.4
hereof  and,  if  such  indemnity shall arise from the claim of a third party,
shall  permit  the  Indemnifying Party to assume the defense of any such claim
and  any litigation resulting from such claim.  Notwithstanding the foregoing,
the right to indemnification hereunder shall not be affected by any failure of
<PAGE>  112
an  Indemnified Party to give such notice, or delay by an Indemnified Party in
giving  such  notice, unless, and then only to the extent that, the rights and
remedies  of  the Indemnifying Party shall have been prejudiced as a result of
the  failure  to  give,  or  delay  in  giving,  such  notice.   Failure by an
Indemnifying  Party  to  notify an Indemnified Party of its election to defend
any  such claim or action by a third party within 15 days after notice thereof
shall  have  been  given to the Indemnifying Party shall be deemed a waiver by
the  Indemnifying  Party  of  its  right  to  defend  such  claim  or  action.

     (b)        If the Indemnifying Party assumes the defense of such claim or
litigation  resulting  therefrom,  the  obligations  of the Indemnifying Party
hereunder  as  to  such  claim shall include taking all steps necessary in the
defense  or settlement of such claim or litigation and holding the Indemnified
Party  harmless  from and against any and all damages caused by or arising out
of  any  settlement  approved  by  the  Indemnifying  Party or any judgment in
connection  with  such claim or litigation.  The Indemnifying Party shall not,
in the defense of such claim or any litigation resulting therefrom, consent to
entry  of  any  judgment  (other  than  a  judgment of dismissal on the merits
without  costs)  except  with the written consent of the Indemnified Party, or
enter  into any settlement (except with the written consent of the Indemnified
Party)  which  does not include as an unconditional term thereof the giving by
the  claimant  or  the  plaintiff  to the Indemnified Party a release from all
liability  in  respect  of such claim or litigation.  Anything in this Section
8.5  to  the contrary notwithstanding, the Indemnified Party may, with counsel
of its choice and at its expense, participate in the defense of any such claim
or  litigation.

     (c)         If the Indemnifying Party shall not assume the defense of any
such claim by a third party or litigation resulting therefrom after receipt of
notice  from  such Indemnified Party, the Indemnified Party may defend against
such  claim  or  litigation in such manner as it deems appropriate, and unless
the  Indemnifying  Party  shall  deposit  with  the  Indemnified  Party  a sum
equivalent  to  the total amount demanded in such claim or litigation plus the
Indemnified  Party's  estimate  of  the  costs  of  defending  the  same,  the
Indemnified  Party may settle such claim or litigation on such terms as it may
deem  appropriate  and  the  Indemnifying  Party  shall promptly reimburse the
Indemnified  Party  for  the  amount  of  such  settlement and for all damages
incurred  by  the  Indemnified Party in connection with the defense against or
settlement  of  such  claim  or  litigation.

     (d)       The Indemnifying Party shall promptly reimburse the Indemnified
Party  for  the amount of any judgment rendered with respect to any claim by a
third  party in such litigation and for all damage incurred by the Indemnified
Party in connection with the defense against such claim or litigation, whether
or not resulting from, arising out of, or incurred with respect to, the act of
a  third  party.
                                   ARTICLE 9
                              TERMINATION ARTICLE

     9.1      Termination.  This Agreement may be terminated at any time prior
to  the  Closing:

     (a)          By  mutual  written  consent  of duly authorized officers of
Purchaser  and  Seller;

     (b)       By Purchaser if, from the date of this Agreement to the Closing
Date there has been any material change in or material misrepresentation about
the  Business,  Acquired  Assets,  Acquired  Facilities  or  matters  relating
thereto;
<PAGE>  113
     (c)      By either Purchaser or Seller if the other party breaches any of
its  material  representations, warranties, or covenants contained herein and,
if  such  breach is curable, such breach is not cured within five (5) business
days  after  notice  thereof;

     (d)       By either Purchaser or Seller  if the transactions contemplated
herein  shall  not  have  been  consummated on or before April 1, 1997 or such
later  date  as may be mutually agreed upon by the parties; provided, however,
that no party shall have the right to terminate this Agreement unilaterally if
the event giving rise to such right is primarily attributable to such party or
to  any  affiliated  party.

     9.2          Effect  of Termination.  In the event of termination of this
Agreement  as  provided  in  Section 9.1, this Agreement shall become void and
there  shall  be  no  liability or further obligation hereunder on the part of
Purchaser  or Seller or their respective shareholders, officers, or directors,
except  as set forth in Article 10 and Sections 5.2 and 5.5 hereof, and except
for  liability  arising  from  a  breach  of  this  Agreement.

                                ARTICLE  10
                          GENERAL  PROVISIONS

     10.1         .  All notices, consents, and other communications hereunder
shall  be  in writing and deemed to have been duly given when (i) delivered by
hand,  (ii)  sent by telecopier (with receipt confirmed), provided that a copy
is  mailed  by  registered mail, postage pre-paid return receipt requested, or
(iii)  when  received  by  the  addressee,  if  sent  by Express Mail, Federal
Express,  or  other  express delivery service (postage pre-paid return receipt
requested),  in  each case to the appropriate addresses and telecopier numbers
set  forth below (or to such other addresses and telecopier numbers as a party
may  designate  as  to  itself  by  notice  to  the  other):

<TABLE>
<CAPTION>
<S>               <C>

If to Purchaser:  Ugly Duckling Corporation
                  2525 East Camelback Road, Suite 1150
                  Phoenix, Arizona 85016
                  Phone: (602) 852-6600
                  FAX: (602) 852-6656
                  Attn.: Steven P. Johnson, Esq.

With a copy to:   Snell & Wilmer L.L.P.
                  One Arizona Center
                  Phoenix, Arizona 85004-0001
                  Phone: (602) 382-6252
                  FAX:  (602) 382-6070
                  Attn.:  Steven D. Pidgeon, Esq.

If to Seller:     E-Z Plan, Inc.
                  9000 Tesoro Drive, Suite 122
                  San Antonio, Texas 78217
                  Phone: (210) 821-6523
                  Fax: (210) 930-3856
                  Attn.: Gary V. Woods
</TABLE>


<PAGE>  114
     10.2       Counterparts.  This Agreement may be executed in any number of
counterparts,  and  each  counterpart shall constitute an original instrument,
but  all  such  separate  counterparts  shall  constitute  one  and  the  same
agreement.

     10.3       Governing Law.  The validity, construction, and enforceability
of  this  Agreement shall be governed in all respects by the laws of the State
of  Texas,  without  regard  to  its  conflict  of  laws  rules.

     10.4       Assignment.  This Agreement shall not be assigned by operation
of  law  or  otherwise, except that Purchaser may assign all or any portion of
its  rights  under  this Agreement to any wholly owned subsidiary, but no such
assignment  shall  relieve  Purchaser of its obligations hereunder, and except
that  this Agreement may be assigned by operation of law to any corporation or
entity  with or into which Purchaser may be merged or consolidated or to which
Purchaser  transfers  all  or  substantially  all  of  its  assets,  and  such
corporation  or  entity  assumes  this  Agreement  and  all  obligations  and
undertakings  of  Purchaser  hereunder.

     10.5        Further Assurances.  At any time on or after the date hereof,
the  parties  hereto  shall  each  perform such acts, execute and deliver such
instruments,  assignments,  endorsements  and  other documents and do all such
other  things consistent with the terms of this Agreement as may be reasonably
necessary  to  accomplish  the  transaction  contemplated in this Agreement or
otherwise  carry  out  the  purpose  of  this  Agreement.

     10.6      Gender and Number.  The masculine, feminine, or neuter pronouns
used  herein shall be interpreted without regard to gender, and the use of the
singular  or  plural shall be deemed to include the other whenever the context
so  requires.

     10.7      Schedules and Exhibits.  The Schedules and Exhibits referred to
herein  are incorporated herein by such reference as if fully set forth in the
text  hereof.  Any  Schedules  and  Exhibits  referred  to herein that are not
attached  hereto  upon  execution  of  this  Agreement  shall  be prepared and
attached  to  this Agreement as soon as reasonably possible after execution of
this  Agreement  and  on  or  before the Closing Date.  All Schedules shall be
updated  as  of  the  Closing Date.  All documents and agreements delivered to
Purchaser in connection with its investigation of Seller shall be complete and
accurate  and  reflect  all  amendments  thereto.

     10.8        Waiver of Provisions.  The terms, covenants, representations,
warranties,  and  conditions of this Agreement may be waived only by a written
instrument executed by the party waiving compliance.  The failure of any party
at  any  time  to  require  performance  of any provisions hereof shall, in no
manner,  affect  the  right at a later date to enforce the same.  No waiver by
any  party  of  any  condition,  or  breach  of any provision, term, covenant,
representation, or warranty contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as
a  further  or continuing waiver of any such condition or of the breach of any
other  provision,  term,  covenant,  representation,  or  warranty  of  this
Agreement.

     10.9         Litigation Costs.  If any legal action or any arbitration or
other  proceeding is brought for the enforcement of this Agreement, or because
of  an  alleged  dispute,  breach, default, or misrepresentation in connection
with  any  of  the  provisions of this Agreement, the successful or prevailing
party  or  parties  shall  be  entitled to recover reasonable attorneys' fees,
accounting  fees,  and  other  costs incurred in that action or proceeding, in
<PAGE>  115
addition  to  any  other  relief  to  which  it  or  they  may  be  entitled.
     10.10          Section  and  Paragraph Headings.  The Article and Section
headings  in  this  Agreement  are  for  reference purposes only and shall not
affect  in  any  way  the  meaning  or  interpretation  of  this  Agreement.

     10.11          Amendment.  This Agreement may not be amended except by an
instrument  in writing approved by the parties to this Agreement and signed on
behalf  of  each  of  the  parties  hereto.

     10.12       Transaction Expenses.  Except as otherwise expressly provided
herein,  each party shall bear its own expenses incident to this Agreement and
the  transactions  contemplated hereby, including without limitation, all fees
of  counsel,  consultants,  and  accountants.

     10.13     Severability.  If any term, provision, covenant, or restriction
of  this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement shall remain in full force and effect and shall
in  no  way  be  affected, impaired, or invalidated and the court shall modify
this Agreement or, in the absence thereof, the parties shall negotiate in good
faith  to  modify this Agreement to preserve each party's anticipated benefits
under  this  Agreement.

     10.14          Extent  of  Obligations.   All covenants, representations,
warranties,  indemnities,  and  agreements  made  by Seller, Shareholders, and
Lessors  herein  shall  be  deemed  joint  and  several  as  to  each of them.



























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<PAGE>  116
     IN  WITNESS  WHEREOF,  Purchaser,  Seller,  Shareholders and Lessors have
caused  this Agreement to be executed on the date first written above by their
respective  officers  thereunder  duly  authorized.

<TABLE>
<CAPTION>
<S>                           <C>
                              UGLY DUCKLING CORPORATION,
                              a Delaware corporation

                              By:    /s/ Gregory B. Sullivan
                              Name:      Gregory B. Sullivan
                              Title:     President

                              E-Z PLAN, INC.
                              a Texas corporation

                              By:    /s/ Gary V. Woods
                              Name:      Gary V. Woods
                              Title:     President


                              MCCOMBS FAMILY, L.L.C.,
                              a Texas limited liability company

                              By:    /s/ Gary V. Woods
                              Name:      Gary V. Woods
                              Title:     President

                              MCCOMBS HFC LIMITED,
                              a Texas limited partnership d/b/a
                              MCCOMBS AUTOMOTIVE CENTER,

                              By:    /s/ Gary V. Woods
                              Name:      Gary V. Woods
                              Title:     President

                                        *
                              ---------------------------------
                              Lynda G. McCombs

                                        *
                              ---------------------------------
                              Marsha M. Shields

                                        *
                              ---------------------------------
                              Connie M. McNab
</TABLE>


*  By:   /s/ Gary V. Woods
             Gary V. Woods
             Attorney-in-Fact



<PAGE>  117