<Page>


                                                                   EXHIBIT 10.16

                      MERCEDES-BENZ OF NORTH AMERICA, INC.

                           MERCEDES-BENZ PASSENGER CAR

                                DEALER AGREEMENT

         This PASSENGER CAR DEALER AGREEMENT is effective as of the day last set
forth below by and between Mercedes-Benz of North America, Inc. ("MBNA") and the
natural person or entity identified as "Dealer" in the Final Paragraph of this
Agreement.

                      MERCEDES-BENZ STATEMENT OF COMMITMENT

This Agreement states the commitment of MBNA and Dealer to each other as well as
their relationship to the owners of Mercedes-Benz Passenger Car Products.

MBNA, the exclusive distributor of Mercedes-Benz Passenger Car Products in the
United States of America and its territories and possessions, brings to this
relationship the peerless reputation and image of Mercedes-Benz through the
embodiment of the "Three-Pointed Star." MBAG has produced automobiles longer
than any other manufacturer in the world. It has never let sheer numbers of
production, or the requirement of transportation alone, become the yardstick for
the design of its products. Its devoted craftsmen have built, and continue to
build, the finest automobiles in the world. Mercedes-Benz automobiles are not
made for the affluent only or for a single country. Since 1886, Mercedes-Benz
automobiles have been and continue to be the pride of discriminating owners all
over the world.

Mercedes-Benz passenger car dealers are community leaders whose reputation,
integrity and expertise are essential to the sale and servicing of Mercedes-Benz
Passenger Cars. They must have well-located places of business with outstanding
sales, service and parts facilities; they must be staffed by courteous and
well-trained personnel who are dedicated to serving Mercedes-Benz customers
during the acquisition and ownership experience; and they must be focused on
attaining the collective long-term goals reflected herein as well as their own
individual goals.

Mercedes-Benz owners are loyal, devoted and proud; but they are also demanding
towards the factory as far as the product is concerned and towards the dealer as
to how it is sold and serviced. MBNA and Dealer are committed to meeting and,
where possible, exceeding those high expectations.

By executing this Agreement, and pursuant to its terms, MBNA and its
Mercedes-Benz passenger car dealers dedicate themselves jointly to serving and
satisfying the past, present and future owners of Mercedes-Benz Passenger Car
Products.
<Page>

A.    APPOINTMENT OF DEALER

      MBNA hereby appoints Dealer and grants it the non-exclusive right to buy
      and resell Mercedes-Benz Passenger Car Products. Dealer accepts such
      appointment and understands that its appointment as a Dealer (i) does not
      grant it an exclusive right to sell Mercedes-Benz Passenger Car Products
      in its Area of Influence or in any other geographic area, and (ii) does
      not grant it any right to buy or resell vehicles or other products that
      are not Mercedes-Benz Passenger Car Products.

B.    TERM

      This Agreement shall have a term commencing on its effective date and
      continuing until the date set forth in the Final Paragraph.

C.    ADDITIONAL PROVISIONS

      The accompanying Mercedes-Benz Passenger Car Dealer Agreement Standard
      Provisions, Dealer Facility Space Analysis Addendum, Dealer Operating
      Requirements Addendum, Dealer Area of Influence Addendum, Dealer
      Improvement Addendum (if applicable) and Dealer Advertising Guidelines are
      hereby incorporated into and made a part of this Agreement. Dealer further
      agrees to be bound by and comply with the Warranty Manual, Corporate
      Identity Manual and all other manuals, bulletins, instructions and
      directives issued to Dealer by MBNA.

D.    DEALER OWNERSHIP

      This is a personal services agreement. MBNA is entering into this
      Agreement in reliance upon the personal qualifications, reputation,
      integrity and expertise of Owners and upon their representation that they
      are committed to achieving the purposes and goals of this Agreement.
      Dealer agrees that there will be no change in the identity of Owner or in
      Dealer's ownership, name, identity, business organization or structure
      without the prior written consent of MBNA, which consent shall not be
      unreasonably withheld. If Dealer is a corporation, Dealer agrees to notify
      MBNA in writing of any change in the identity of its officers or
      directors.

E.    DEALER MANAGEMENT

      MBNA and Dealer agree that qualified dealership management is critical to
      the successful operation of Dealer. Dealer agrees, and MBNA enters into
      this Agreement on the condition, that at least one Owner, the Dealer
      Operator, shall have full managerial authority for Dealership Operations,
      shall continually provide his or her personal services in operating the
      dealership, and shall be physically present at the Dealership Facilities
      on a full-time basis. If the Dealer Operator has or in the future acquires
      an ownership interest in another Mercedes-Benz passenger car dealer where
      he or she desires to serve temporarily as the Dealer Operator, MBNA shall
      give Dealer and the other dealer a reasonable period of time within which
      to designate a separate and distinct Dealer Operator satisfactory to MBNA
      for each such dealer. Dealer agrees that there will be no change in the
      identity of the Dealer Operator without the prior written consent of MBNA,
      which consent shall not be unreasonably withheld.


<Page>

F.    DEALERSHIP FACILITIES

      Dealer agrees that the Dealership Facilities shall satisfy all applicable
      provisions of this Agreement, including the facility, space, appearance,
      layout, equipment and corporate identification requirements in the Dealer
      Operating Requirements Addendum, Dealer Facility Space Analysis Addendum
      and Corporate Identity Manual. Unless otherwise provided in the Dealer
      Facility Space Analysis Addendum, MBNA hereby approves the location(s) of
      the Dealership Facilities identified in the Final Paragraph for the
      exclusive purpose of: (i) showroom and sales facility for Mercedes-Benz
      Passenger Cars; (ii) service and parts facility for Mercedes-Benz
      Passenger Cars; (iii) facilities for display and sale of pre-owned
      Mercedes-Benz vehicles; and (iv) if applicable, other facilities for such
      other purpose(s) as may be identified in the Final Paragraph. Dealer shall
      not move, relocate or change the designated usage or function of the
      Approved Location(s) or any of the Dealership Facilities without the prior
      written consent of MBNA. In particular, Dealer shall not add sales,
      service or parts operations for any other line of vehicles to the
      Dealership Facilities or at the Approved Location(s) without the prior
      written consent of MBNA.

G.    MERCEDES-BENZ PARTNERSHIP GROUPS

      MBNA and Dealer agree that it is in their mutual interest to create the
      Mercedes-Benz National Partnership Group and Regional Partnership Groups.
      Subject to their respective by-laws and procedures, the National
      Partnership Group shall act as liaison between MBNA and the dealer body,
      conveying to MBNA's management the views, recommendations and suggestions
      of the dealer body on those matters of importance affecting the mutual
      interests of MBNA and Mercedes-Benz passenger car dealers generally, while
      the Regional Partnership Groups shall foster open and frequent
      communications between MBNA's regional management and the dealer body on
      such issues. Each Mercedes-Benz passenger car dealer is encouraged to
      express its views on such issues to MBNA through its Regional Partnership
      Group. Dealer agrees to support the National Partnership Group and its
      Regional Partnership Group.

H.    MODIFICATION OF AGREEMENT

      No waiver, modification or change of any of the terms of this Agreement or
      change or erasure of any printed part of this Agreement or addition to it
      (except filling of blank spaces and lines) will be valid or binding on
      MBNA unless approved in writing by the President or a Vice President of
      MBNA.

I.    EXECUTION OF AGREEMENT

      This Agreement shall not become effective until signed by a duly
      authorized officer of Dealer, if a corporation; or by one of the general
      partners of Dealer, if a partnership; or by the named individual if a sole
      proprietorship; and countersigned by the President or a Vice President of
      MBNA.

J.    MUTUAL RELEASE

      Each party hereby releases the other from any and all claims and causes of
      action that it may have against the other for money damages arising from
      any event occurring up to

<Page>

      and including the effective date of this Agreement, except for any
      accounts payable by one party to the other reflected on the Mercedes-Benz
      Consolidated Financial Statement or adjustments to any prior payment,
      credit or other benefit arising from any audit or other examination
      conducted by MBNA with respect thereto. This mutual release does not
      extend to claims that either party does not know or reasonably suspect to
      exist in its favor as of the effective date of this Agreement or that
      arise under Section XIII of the Standard Provisions to this Agreement.

K.    CERTIFICATION

      By their signatures below, the parties certify that they have read and
      understand this Agreement, including all of the additional provisions
      incorporated herein, and agree to be bound by and comply with all of its
      terms and conditions.
<Page>


FINAL PARAGRAPH

Dealer is CFP MOTORS, LTD. , a (an) LIMITED PARTNERSHIP incorporated or formed
under the Laws of the State of FLORIDA doing business as COGGIN MOTOR MALL
("Dealer"). Dealer is located in FORT PIERCE, FLORIDA
                                    City       State

The Owners of Dealer (including all shareholders, general and limited partners,
and other owners) are as follows:

<Table>
<Caption>

                                                                 Percentage
Name                            Residence                        Interest
----------------------------    -----------------------------    ---------------
<S>                             <C>                              <C>
COGGIN AUTOMOTIVE CORP          7400 BAYMEADOWS WAY              74.00
                                JACKSONVILLE, FL 32256

ROBERT W. CARACELLO             9670 LANDINGS DRIVE              25.00
                                PORT ST. LUCIE, FL 34982

CF MOTOR CORP                   7400 BAYMEADOWS WAY               1.00
                                JACKSONVILLE, FL 32256
</Table>


The Dealer Operator of Dealer is as follows:

Name                                  Residence
---------------------------------     ------------------------------------------
ROBERT W. CARACELLO                   9670 LANDINGS DRIVE
GENERAL MANAGER                       PORT ST. LUCIE, FL 34986

LUTHER COGGIN                         815 PONTE VEDRA BLVD.
PRESIDENT                             PONTE VEDRA BEACH, FL 32082


Showroom and Sales Facility for Mercedes-Benz Passenger Cars located at:
  4500 SOUTH US1
  P.O. BOX 2049
  FORT PIERCE, FL 34954


Service and Parts Facility for Mercedes-Benz Passenger Cars located at:
  4500 SOUTH US1
  P.O. BOX 2049
  FORT PIERCE, FL 34954


Facilities for the display and sale of pre-owned Mercedes-Benz vehicles located
at:
  4500 SOUTH US1
  P.O. BOX 2049
  FORT PIERCE, FL 34954
<Page>


FINAL PARAGRAPH

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the 30TH day of APRIL, 1997 at Montvale, New Jersey.
This Agreement shall have a term commencing on its effective date and continuing
until DECEMBER 31, 2001.

DEALER                                      MERCEDES-BENZ OF NORTH AMERICA, INC.

By:                                         By:
     /s/ Luther W. Coggin
     -----------------------------------       ------------------------
         Luther W. Coggin, President                 Vice President

Luther W. Coggin, President                 Attested by:
----------------------------------------                /s/ Anthony LaSpada
         Type Name and Title                            ------------------------


Attested by:

               -------------------------
<Page>


                      MERCEDES-BENZ OF NORTH AMERICA, INC.

                            MERCEDES-BENZ LIGHT TRUCK
                                DEALER AGREEMENT

                  This LIGHT TRUCK DEALER AGREEMENT is effective as of the day
last set forth below by and between Mercedes-Benz of North America, Inc.
("MBNA") and the natural person or entity identified as "Dealer" in the Final
Paragraph of this Agreement.

                      MERCEDES-BENZ STATEMENT OF COMMITMENT

This Agreement states the commitment of MBNA and Dealer to each other as well as
their relationship to the owners of Mercedes-Benz Light Truck Products.

MBNA, the exclusive distributor of Mercedes-Benz Light Truck Products in the
United States of America and its territories and possessions, brings to this
relationship the peerless reputation and image of Mercedes-Benz through the
embodiment of the "Three-Pointed Star." MBAG has produced automobiles longer
than any other manufacturer in the world. It has never let sheer numbers of
production, or the requirement of transportation alone, become the yardstick for
the design of its products. Its devoted craftsmen have built, and continue to
build, the finest automobiles in the world. Mercedes-Benz automobiles are not
made for the affluent only or for a single country. Since 1886, Mercedes-Benz
automobiles have been and continue to be the pride of discriminating owners all
over the world.

Mercedes-Benz light truck dealers are community leaders whose reputation,
integrity and expertise are essential to the sale and servicing of Mercedes-Benz
Light Trucks. They must have well-located places of business with outstanding
sales, service and parts facilities; they must be staffed by courteous and
well-trained personnel who are dedicated to serving Mercedes-Benz customers
during the acquisition and ownership experience; and they must be focused on
attaining the collective long-term goals reflected herein as well as their own
individual goals.

Mercedes-Benz owners are loyal, devoted and proud; but they are also demanding
towards the factory as far as the product is concerned and towards the dealer as
to how it is sold and serviced. MBNA and Dealer are committed to meeting and,
where possible, exceeding those high expectations.

By executing this Agreement, and pursuant to its terms, MBNA and its
Mercedes-Benz light truck dealers dedicate themselves jointly to serving and
satisfying the past, present and future owners of Mercedes-Benz Light Truck
Products.

A.    APPOINTMENT OF DEALER

      MBNA hereby appoints Dealer and grants it the non-exclusive right to buy
      and resell Mercedes-Benz Light Truck Products. Dealer accepts such
      appointment and understands that its appointment as a Dealer (i) does not
      grant it an exclusive right to sell Mercedes-Benz Light Truck Products in
      its Area of Influence or in any other geographic

<Page>

      area, and (ii) does not grant it any right to buy or resell vehicles or
      other products that are not Mercedes-Benz Light Truck Products.

B.    TERM

      This Agreement shall have a term commencing on its effective date and
      continuing until the date set forth in the Final Paragraph.

C.    ADDITIONAL PROVISIONS

      The accompanying Mercedes-Benz Light Truck Dealer Agreement Standard
      Provisions, Dealer Facility Space Analysis Addendum, Dealer Operating
      Requirements Addendum, Dealer Area of Influence Addendum, Dealer
      Improvement Addendum (if applicable) and Dealer Advertising Guidelines are
      hereby incorporated into and made a part of this Agreement. Dealer further
      agrees to be bound by and comply with the Warranty Manual, Corporate
      Identity Manual and all other manuals, bulletins, instructions and
      directives issued to Dealer by MBNA.

D.    DEALER OWNERSHIP

      This is a personal services agreement. MBNA is entering into this
      Agreement in reliance upon the personal qualifications, reputation,
      integrity and expertise of Owners and upon their representation that they
      committed to achieving the purposes and goals of this Agreement. Dealer
      agrees that there will be no change in the identity of Owner or in
      Dealer's ownership, name, identity, business organization or structure
      without the prior written consent of MBNA, which consent shall not be
      unreasonably withheld; provided, however, that anything herein to the
      contrary notwithstanding, Dealer agrees that it shall not sell or transfer
      Dealer's principal assets or any ownership interest of Owner relating to
      the conduct of Dealership Operations hereunder separate and apart from the
      assets or ownership interest relating to the conduct of "Dealership
      Operations" under the Mercedes-Benz Passenger Car Dealer Agreement. If
      Dealer is a corporation, Dealer agrees to notify MBNA in writing of any
      change in the identity of its officers or directors.

E.    DEALER MANAGEMENT

      MBNA and Dealer agree that qualified dealership management is critical to
      the successful operation of Dealer. Dealer agrees, and MBNA enters into
      this Agreement on the condition, that at least one Owner, the Dealer
      Operator, shall have full managerial authority for Dealership Operations,
      shall continually provide his or her personal services in operating the
      dealership, and shall be physically present at the Dealership Facilities
      on a full-time basis. Dealer further agrees that the Dealer Operator
      hereunder shall be the same person as the "Dealer Operator" under the
      Mercedes-Benz Passenger Car Dealer Agreement. If the Dealer Operator has
      or in the future acquires an ownership interest in another Mercedes-Benz
      light truck dealer where he or she desires to serve temporarily as the
      Dealer Operator, MBNA shall give Dealer and the ocher dealer a reasonable
      period of time within which to designate a separate and distinct Dealer
      Operator satisfactory to MBNA for each such dealer. Dealer agrees that
      there will be no change in the identity of the Dealer Operator without the
      prior written consent of MBNA, which consent shall not be unreasonably
      withheld.


<Page>

F.    DEALERSHIP FACILITIES

      Dealer agrees that the Dealership Facilities shall satisfy all applicable
      provisions of this Agreement, including the facility, space, appearance,
      layout, equipment and corporate identification requirements in the Dealer
      Operating Requirements Addendum, Dealer Facility Space Analysis Addendum
      and Corporate Identity Manual. Unless otherwise provided in the Dealer
      Facility Space Analysis Addendum, MBNA hereby approves the location(s) of
      the Dealership Facilities identified in the Final Paragraph for the
      purpose of: (i) showroom and sales facility for Mercedes-Benz Light
      Trucks; (ii) service and parts facility for Mercedes-Benz Light Trucks;
      and (iii) if applicable, other facilities for such other purpose(s) as may
      be identified in the Final Paragraph. Dealer shall not move, relocate or
      change the designated usage or function of the Approved Location(s) or any
      of the Dealership Facilities without the prior written consent of MBNA. At
      all times, Dealer shall conduct Dealership Operations hereunder in
      conjunction with, and at the "Approved Location(s)" and "Dealership
      Facilities" for, its "Dealership Operations" under the Mercedes-Benz
      Passenger Car Dealer Agreement. Dealer shall not add sales, service or
      parts operations for any other line of vehicles to the Dealership
      Facilities or at the Approved Location(s) without the prior written
      consent of MBNA.

G.    MERCEDES-BENZ PARTNERSHIP GROUPS

      MBNA and Dealer agree that it is in their mutual interest to create the
      Mercedes-Benz National Partnership Group and Regional Partnership Groups.
      Subject to their respective by-laws and procedures, the National
      Partnership Group shall act as liaison between MBNA and the dealer body,
      conveying to MBNA's management the views, recommendations and suggestions
      of the dealer body on those matters of importance affecting the mutual
      interests of MBNA and Mercedes-Benz light truck dealers generally, while
      the Regional Partnership Groups shall foster open and frequent
      communications between MBNA's regional management and the dealer body on
      such issues. Each Mercedes-Benz light truck dealer is encouraged to
      express its views on such issues to MBNA through its Regional Partnership
      Group. Dealer agrees to support the National Partnership Group and its
      Regional Partnership Group.

H.    MODIFICATION OF AGREEMENT

      No waiver, modification or change of any of the terms of this Agreement or
      change or erasure of any printed part of this Agreement or addition to it
      (except filling of blank spaces and lines) will be valid or binding on
      MBNA unless approved in writing by the President or a Vice President of
      MBNA.

I.    EXECUTION OF AGREEMENT

      This Agreement shall not become effective until signed by a duly
      authorized officer of Dealer, if a corporation; or by one of the general
      partners of Dealer, if a partnership; or by the named individual if a sole
      proprietorship; and countersigned by the President or a Vice President of
      MBNA.


<Page>

J.    MUTUAL RELEASE

      Each party hereby releases the other from any and all claims and causes of
      action that it may have against the other for money damages arising from
      any event occurring up to and including the effective date of this
      Agreement, except for any accounts payable by one party to the other
      reflected on the Mercedes-Benz Consolidated Financial Statement or
      adjustments to any prior payment, credit or other benefit arising from any
      audit or other examination conducted by MBNA with respect thereto. This
      mutual release does not extend to claims that either party does not know
      or reasonably suspect to exist in its favor as of the effective date of
      this Agreement or that arise under Section XIII of the Standard Provisions
      to this Agreement.

K.    CERTIFICATION

      By their signatures below, the parties certify that they have read and
      understand this Agreement, including all of the additional provisions
      incorporated herein, and agree to be bound by and comply with all of its
      terms and conditions.


<Page>


FINAL PARAGRAPH

Dealer is CFP MOTORS, LTD. , a (an) LIMITED PARTNERSHIP incorporated or formed
under the Laws of the State of FLORIDA doing business as COGGIN MOTOR MALL
("Dealer"). Dealer is located in FORT PIERCE, FLORIDA
                                   City        State


The Owners of Dealer (including all shareholders, general and limited partners.
and other owners) are as follows:

<Table>
<Caption>

                                                                Percentage
Name                            Residence                        Interest
----------------------------    ----------------------------    ------------
<S>                             <C>                                <C>
COGGIN AUTOMOTIVE CORP          7400 BAYMEADOWS WAY                74.00
                                JACKSONVILLE, FL 32256

ROBERT W. CARACELLO             9670 LANDINGS DRIVE                25.00
                                PORT ST. LUCIE, FL 34982

CF MOTOR CORP                   7400 BAYMEADOWS WAY                 1.00
                                JACKSONVILLE, FL 32256
</Table>


The Dealer Operator of Dealer is as follows:

Name                                Residence
-------------------------------     --------------------------------------------
ROBERT W. CARACELLO                 9670 LANDINGS DRIVE
  GENERAL MANAGER                   PORT ST. LUCIE, FL 34986

LUTHER COGGIN                       815 PONTE VEDRA BLVD.
   PRESIDENT                        PONTE VEDRA BEACH, FL 32082


Showroom and Sales Facility for Mercedes-Benz Light Trucks located at:
  4500 SOUTH US1
  P.O. BOX 2049
  FORT PIERCE, FL 34954

Service and Parts Facility for Mercedes-Benz Light Trucks located at:
  4500 SOUTH US1
  P.O. BOX 2049
  FORT PIERCE, FL 34954

Facilities for the display and sale of pre-owned Mercedes-Benz vehicles located
at:
  4500 SOUTH US1
  P.O. BOX 2049
  FORT PIERCE, FL 34954
<Page>


FINAL PARAGRAPH

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the 13TH day of JUNE, 1997 at Montvale, New Jersey.
This Agreement shall have a term commencing on its effective date and continuing
until DECEMBER 31, 2001.

DEALER                                     MERCEDES-BENZ OF NORTH AMERICA, INC.

By:                                        By:
     /s/ Luther W. Coggin                        /s/ Harold D. Whitford
     ----------------------------------          -------------------------------
         Luther W. Coggin, President                     Vice President

Luther W. Coggin, President                Attested by:
---------------------------------------                /s/ Anthony LaSpada
         Type Name and Title                           -------------------------

Attested by:

               -----------------------
<Page>


Mercedes-Benz USA, LLC

June 12, 2000


Mr. Thomas R. Gibson, Chairman,
Asbury Automotive Group, L.L.C.
1050 Westlakes Drive, Suite 300
Berwyn, PA 19312-2421
                                    RE:  MERCEDES-BENZ CENTERS
                                         Asbury Automotive St. Louis, LLC (Creve
                                         Coeur, MO)
                                         Precision Motorcars, Inc. (Tampa, FL)
                                         CFP Motors, Ltd. (Fort Pierce, FL)

Dear Mr. Gibson:

We are in receipt of your letter dated May 11, 2000 and supporting documents to
Mr. John Koehler, advising of a change in the ownership structure of Asbury
Automotive Group, L.L.C. It is our understanding that as a result of a "roll-up"
of minority ownership interests, subject Mercedes-Benz Center entities will now
be wholly owned either directly or through holding company entities by Asbury
Automotive Group, L.L.C. as depicted below:


Asbury Automotive                                             Minority Owners
Holdings, L.L.C.

Entity formerly knowns as "Asbury Automotive  59.24%
Group, L.L.C." (ownership unchanged)


                40.76%  Individual owners listed in Schedule 4 attachment of the
                        May 11, 2000 letter referred to above


                         Asbury Automotive Group L.L.C.

                                   Entity formerly knowns as "Asbury Automotive
                                   Oregon LLC"


                            Asbury Villanova II, LLC         Asbury Automotive
Asbury Automotive                                           Jacksonville GP LLC
St. Louis, LLC dba
Plaza MotorCompany                                                 1%
CREVE COEUR, MO       Asbury Automotive                                      99%
                        Tampa GP LLC
                                                              Asbury Automotive
                                                               Jacksonville LP

                            1%              50%         49%

                               Asbury Automotive            CFP Motors, Ltd. dba
                                    Tampa LP                 Coggin Motor Mall
                                                               FT. PIERCE, FL

                             Precision Enterprises
                                  Tampa, Inc.

                            Precision Motocars, Inc.
                           dba Mercedes-Benz of Tampa
                                   TAMPA, FL

<Page>


Mr. Thomas R. Gibson, Chairman,
Asbury Automotive Group, L.L.C.
June 12, 2000
Page 2 of 2

Based on review of the documentation submitted, we find the aformentioned
changes in the ownership of the respective Mercedes-Benz Centers acceptable. We
will record this in our corporate records upon your notification that the
changes have been implemented.

                                        Sincerely,

                                        MERCEDES-BENZ USA, LLC


                                        /s/ Ken Enders
                                        ----------------------------------------
                                        By Ken Enders,
                                        Vice President Marketing

CC:    W. Anderson
       R. Crolic