**A.**Seller owns one thousand (1,000) shares of the capital stock of Ole ́ Auto Group, Inc., aTexas corporation (“Company”), which shares represent one hundred percent (100%) of theoutstanding shares of the capital stock of the Company (“Stock”).**B.**Seller wishes to sell and Purchaser wishes to purchase the Stock on the terms andconditions set forth herein.          NOW THEREFORE, in consideration of the premises and the mutual and several covenants,conditions, representations, warranties and indemnities set forth herein, intending to be legallybound, the parties hereto hereby agree as follows:      **1.****Sale and Purchase of the Stock****.**          **1.1****Transfer at Closing****.**At the Closing, Seller shall sell, transfer, assign andconvey to Purchaser the Stock          **1.2****Purchase Price for the Stock**. The purchase price for the Stock shall be ThreeMillion Two Hundred Thousand Dollars ($3,200,000.00) (“Purchase Price”) which shall be payablepursuant to the terms of the Promissory Note (as defined in Section 1.3 hereof).          **1.3****Note Payable for the Stock**. At the Closing, Purchaser shall execute and deliveror cause to be delivered to Seller: (i) a Promissory Note from Purchaser in the principal sum ofThree Million Two Hundred Thousand Dollars ($3,200,000.00) in the form attached hereto as Exhibit“A” (“Promissory Note”); (ii) a Pledge Agreement from Purchaser in the form attached hereto asExhibit “B” (“Pledge Agreement”); (iii) a Guaranty from the Company in the form attached hereto asExhibit “C” (“Guaranty”); and (iv) a Security Agreement from the Company in the form attachedhereto as Exhibit “D” (“Security Agreement”).      **2.****Closing; Transfer Procedures**.          **2.1****Closing**. The consummation of the transactions resulting in the sale and purchaseof the Stock (“Closing”) shall be effective as of March 31, 2008.          **2.2****Minute Books, Corporate Seal and Stock Records**. At the Closing, Seller shalldeliver or cause the Company to deliver to Purchaser all minute books, corporate seals, stockcertificate books and other stock records of the Company.
 

 
          **2.3****Delivery of the Stock**. At the Closing, Seller shall deliver to Purchaser allcertificates representing the Stock, duly endorsed in blank or with appropriate stock powers dulyendorsed in blank.          **2.4****Resignation of Officers and Directors; Bank Account Signatures**. At the Closing,Seller shall deliver or cause the Company to deliver to Purchaser (a) resignations of the officersand directors set forth on Schedule “1”, and (b) all necessary documents required by any banks orother depository institutions for the Company to remove the authorized signatories and replace themwith the Purchaser’s designees.          **2.5****Certain Assets.**          (a) At the Closing, the Company shall transfer to Seller all rights, title and interest in andto those assets listed on Schedule “2” which assets shall be transferred to Seller free and clearof any and all liens, pledges, encumbrances, security interests and claims of any nature or kindwhatsoever. In furtherance of the foregoing transfer, the Company shall execute and deliver toSeller a Bill of Sale in the form attached hereto as Exhibit “E” (“Bill of Sale”).          (b) The Company currently occupies property located at 3363 West Northwest Highway, Dallas,Texas 75220 as a subtenant of Seller’s affiliate, FirstPlus Acquisitions-1, Inc. (“Affiliate”).Affiliate leases said property from BV NWH, LP, pursuant to that certain Lease Agreement enteredinto by and between Affiliate, as tenant, and BV NWH, LP, as landlord, dated as of February 29,2008 (“Bachman Lake Lease Agreement”). The Bachman Lake Lease Agreement is guaranteed by Sellerpursuant to that certain Lease Guaranty dated February 28, 2008 (“Lease Guaranty”). Immediatelyfollowing Closing, Purchaser and the Company shall collectively use their best efforts to cause BVNWH, LP to assign and transfer the Bachman Lake Lease Agreement to Company and/or Purchaser and tosimultaneously release and discharge Seller and Affiliate from any and all obligations arisingunder or pursuant to the Bachman Lake Lease Agreement and the Lease Guaranty. From and afterClosing, the Company and Purchaser shall jointly and severally indemnify and hold harmless Sellerand Affiliate from any and all claims, damages, obligations and the like, including, withoutlimitation, any attorneys’ fees and costs incurred by Seller, of, relating to, or arising under orpursuant to the Bachman Lake Lease Agreement and/or the Lease Guaranty.          (c) As to the premises known as the “ReConn Center” located at 9400 Hargrove Drive, Dallas,Texas, Purchaser and Company shall have ninety (90) days from the date hereof to negotiate anassumption and release agreement with II C.B., L.P. (“ReConn Lender”) pursuant to which the Companyand Purchaser will assume all of the obligations of Affiliate of or arising under that certain$550,000 loan made by ReConn Lender to Affiliate as evidenced interalia by thatcertain Deed of Trust and Security Agreement dated March 10, 2008, which loan is secured by amortgage on the ReConn Center. In furtherance thereof, the Company and Purchaser shall causeAffiliate to be absolutely and completely released from any and all obligations arising under orpursuant to such loan. In the event that such assumption and release is consummated within such90-day period and provided that Purchaser pays or causes to be paid all closing costs and fees,including any fees required by ReConn Lender, Seller agrees to cause Affiliate to quit claim theReConn Center premises to the Company or its nominee, concurrently with the consummation of suchassumption and release, in consideration for such assumption and
 

 
release. Within forty-five (45) days of the filing of the quit claim deed, Seller shall causeAffiliate to execute and deliver a special warranty deed for the ReConn Center premises to theCompany or its nominee.          **2.6****Certain Liabilities**.          (a) Seller covenants and agrees to pay that certain debt owed by the Company to ADESA Dallas,1224 Big Town Blvd., Mesquite, Texas 75149 in the amount of $111,000 within ninety (90) days ofClosing.          (b) Seller does hereby release the Company from any obligation under that certain sublease ofthe premises known as 122 West John Carpenter Freeway, Suite 430, Irving, Texas 75035.          (c) Seller and Purchaser acknowledge the existence of certain litigation matters described onSchedule “3” (“Litigation”). Seller has, with the consent of Purchaser and the Company, assumedthe defense of the Litigation and, in furtherance thereof, has engaged William P. Maxwell, Esquireas defense counsel (“Defense Counsel”) and has agreed to be responsible for all liabilities inconnection therewith, including any liability to E.K. & J. Arledge or Cynthia Arledge, and to payall legal fees in connection therewith. Purchaser and the Company agree to cooperate with Sellerand Defense Counsel in such defense and, in furtherance thereof, shall provide any and alldocuments, witnesses, consents, approvals and other information as, from time to time, may berequested by Seller and/or Defense Counsel. In the event that Purchaser and the Company withdrawtheir consent to Seller’s assumption of the defense of the Litigation and/or fail to cooperate withSeller or Defense Counsel in connection with the defense of the Litigation, Seller shall berelieved of any and all liabilities with respect thereto, including, but not limited to, all costsand attorneys’ fees. In the event any amounts are recovered by way of counterclaim or otherwise,including without limitation, damages, awards, attorneys’ fees, costs and the like (“DamageAwards”), such Damage Awards shall belong to and be paid to Seller. Purchaser and Company dohereby irrevocably assign and transfer to Seller any and all rights, titles and interest in and toany Damage Awards and shall, if requested by Seller, execute and deliver any assignments and/orother documents requested by Seller, from time to time, to evidence such assignment and transfer.          (d) Seller shall indemnify, defend and hold harmless Purchaser from and against all claims,demands, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees,caused by or arising out of (i) that certain Executive Employment Agreement dated November 3, 2006between FirstPlus Auto Group, Inc., a Texas corporation (“FPAG”), and Eddie Perkins (“Perkins”);and (ii) that certain Asset Purchase Agreement dated as of November 3, 2006 between FPAG andPerkins regarding the sale of certain receivables.     **3. ****Representations and Warranties of Seller**. Seller hereby represents and warrants toPurchaser as of the date hereof and at the Closing as follows:
 

 
          **3.1****Organization and Good Standing**. The Company is a corporation duly organized,validly existing and in good standing under the laws of the State of Texas.          **3.2****No Subsidiaries**. The Company has no interest in any other corporation,partnership, joint venture or other legal entity.          **3.3****Capitalization**. The issued, authorized and outstanding capital stock of theCompany consists of the Stock, of which Seller owns one hundred percent (100%). Each share of suchcapital stock issued and outstanding is validly issued, fully paid and non-assessable. There areno outstanding options, warrants, puts, calls, contracts, commitments, preemptive rights,cumulative voting rights, assignments, pledges or demands of any character relating to any of thecapital stock of the Company.          **3.4****Stock Ownership**. Seller owns the Stock free and clear of all liens, encumbrances,pledges, mortgages, security interests, conditional sales contracts, claims and other charges ofevery kind (“Liens”). Seller has the full right to transfer the Stock to Purchaser free and clearof all Liens, and without violating any agreement or understanding to which the Company or Selleris a party or by which either of them is bound.     **4. ****Representations and Warranties of Purchaser**. Purchaser hereby represents andwarrants to Seller as of the date hereof and at the Closing, as follows:          **4.1****Organization and Good Standing**. Purchaser is a corporation duly organized,validly existing and in good standing under the laws of the State of Texas.          **4.2****Authorization of Transaction**. Purchaser has the legal capacity, power andauthority to execute and deliver this Agreement and each agreement, document, instrument orcertificate executed by it in connection with this Agreement, including, without limitation, thePromissory Note and the Pledge Agreement (collectively, the “Transaction Documents”) and to performits obligations hereunder and thereunder. All corporate and other actions or proceedings to betaken by or on the part of Purchaser to authorize and permit the execution and delivery by it ofthe Transaction Documents to which it is a party, the instruments required to be executed anddelivered by it pursuant thereto, the performance by Purchaser of its obligations under theTransaction Documents, and the consummation by it of the transactions contemplated therein, havebeen duly and properly taken. The Transaction Documents have been duly executed and delivered byPurchaser and constitute the legal, valid and binding obligation of Purchaser enforceable inaccordance with their terms and conditions. At the Closing, Purchaser shall deliver to Sellercopies of Purchaser’s and the Company’s corporate resolutions authorizing the matters set forth inthis Agreement and the other Transaction Documents. Any individual executing this Agreement onbehalf of Purchaser represents and warrants that he is duly to act in the name of Purchaser to bindPurchaser to this Agreement. If any such individual shall not be so authorized then suchindividual shall be personally liable
 

 
hereunder until Purchaser ratifies, approves and adopts this Agreement as a binding obligation ofPurchaser, enforceable in accordance with its terms.     **5. ****Representations, Warranties and Indemnities**.          **5.1****Survival**. All representations, warranties and agreements made by Sellerindividually and collectively in this Agreement or in any exhibit, list, certificate or documentdelivered pursuant hereto shall survive the Closing for a period of one (1) year. Allrepresentations, warranties and agreements made by Purchaser in this Agreement or any other of theTransaction Documents or in any exhibit, list, certificate or document delivered pursuant hereto orthereto shall survive for a period of one (1) year following the date on which Purchaser shall havepaid in full the Promissory Note.          **5.2****Indemnification by Seller**. Seller shall indemnify, defend and hold harmlessPurchaser from and against all claims, demands, liabilities, damages, losses, costs and expenses,including reasonable attorneys’ fees, caused by or arising out of the breach of any agreement of orany representation or warranty made by Seller in this Agreement or in any exhibit, list,certificate or document delivered by them pursuant hereto, this obligation of Seller to survive theClosing.          **5.3****Indemnification by Purchaser**. Purchaser shall indemnify, defend and hold harmlessSeller from and against all claims, demands, liabilities, damages, losses, costs and expenses,including reasonable attorneys’ fees, caused by or arising out of the breach of any agreement of orany representation or warranty made by Purchaser in this Agreement or any other of the TransactionDocuments to which it is a party, this obligation of Purchaser to survive the Closing.          **5.4****Defense of Claims**. Promptly after any service of process by any third person inany litigation in respect of which indemnity may be sought from the other party pursuant to thisSection 8, the party so served shall notify the indemnifying party of the commencement of suchlitigation, and the indemnifying party shall be entitled to assume the defense thereof at itsexpense with counsel of its own choosing.          **5.5****Limitation of Liability**. Purchaser hereby acknowledges and agrees that exceptas expressly set forth herein, Seller has not made any representations, warranties or covenantsto Purchaser, including without limitation, any warranties, representations or covenants of orrelating to the Company, its business, assets, liabilities, financial condition and/or thetransaction contemplated herein. Purchaser acknowledges that the sale contemplated herein is onan “as is” basis. Purchaser and Company, each jointly and severally, for and on behalf ofitself and on behalf of their respective past, present, and future officers, directors,stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, parentcorporations, affiliates, predecessors, assigns, and insurers, does hereby release, remise andforever discharge Seller and Seller’s past, present, and future officers, directors,stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, parentcorporations, affiliates, predecessors, assigns, insurers, and all other persons, firms, orcorporations with whom any of the former have been, are now, or may hereafter be affiliated(collectively the
 

 
“Released Parties”), of and from any and all actions, causes of action, claims, demands,damages, and liability of any nature whatsoever, in law or in equity, known or unknown, whetherasserted or unasserted, which Purchaser and/or Company ever had, now have, or in the future mayhave against the Released Parties on account of any matter or thing whatsoever from thebeginning of the world to the date of these presents.     **6. ****Miscellaneous**.          **6.1****Further Assurances**. Seller will, at the request of Purchaser from time to time,execute and deliver such further documents and instruments and will take such other actionreasonably required to consummate the transactions contemplated by this Agreement.          **6.2****No Brokers**. Each party hereby represents and warrants to the other that it hasnot engaged or dealt with any broker or other person who may be entitled to any brokerage fee orcommission in respect of the execution of this Agreement or the consummation of the transactionscontemplated hereby. Each of the parties hereto shall indemnify and hold the other harmlessagainst any and all claims, losses, liabilities or expenses which may be asserted against a partyas a result of such other party’s dealings, arrangements or agreements with any such broker orperson.          **6.3****Press Releases and Public Announcements**. No party shall issue any press releaseor make any public announcement relating to the subject matter of this Agreement prior to theClosing without the prior approval of the other party.          **6.4****No Third Party Beneficiaries**. This Agreement shall not confer any rights orremedies upon any person other than the parties and their respective successors and permittedassigns.          **6.5****Entire Agreement**. This Agreement (including the documents referred to herein)constitutes the entire agreement between the parties and supersedes any prior understandings,agreements, or representations by or between the parties, written or oral, to the extent theyrelated in any way to the subject matter hereof.          **6.6****Succession and Assignment**. This Agreement shall be binding upon and inure to thebenefit of the parties named herein and their respective successors and permitted assigns. No partymay assign either this Agreement or any of its rights, interests, or obligations hereunder withoutthe prior written approval of the other party.          **6.7****Counterparts**. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original but all of which together will constitute one and the sameinstrument.          **6.8****Headings**. The section headings contained in this Agreement are inserted forconvenience only and shall not affect in any way the meaning or interpretation of this Agreement.
 

 
          **6.9****Governing Law; Jurisdiction and Venue.** This Agreement shall be governed by andconstrued in accordance with the laws of the State of Texas without giving effect to any choice orconflict of law provision or rule (thereof or any other jurisdiction) that would cause theapplication of the laws of any other jurisdiction. Purchaser hereby: (a) consents to the exclusivejurisdiction of any state or federal court located within the State of Texas, County of Cameron;(b) irrevocably agrees that, subject to Seller’s election, all actions or proceedings relating tothis Agreement or the transactions contemplated hereunder shall be litigated in such courts; (c)irrevocably consents and submits to the jurisdiction and venue of any such court; and (d) waivesany objection it may have based on improper venue or forum non conveniens to the conduct ofany proceeding in any such court.          **6.10****Amendments and Waivers**. No amendment of any provision of this Agreement shall bevalid unless the same shall be in writing and signed by each of the parties. No waiver by anyparty of any default, misrepresentation, or breach of warranty or covenant hereunder, whetherintentional or not, shall be deemed to extend to any prior or subsequent default,misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rightsarising by virtue of any prior or subsequent such occurrence.          **6.11****Severability**. Any term or provision of this Agreement that is invalid orunenforceable in any situation in any jurisdiction shall not affect the validity or enforceabilityof the remaining terms and provisions hereof or the validity or enforceability of the offendingterm or provision in any other situation or in any other jurisdiction.          **6.12****Construction**. The parties have participated jointly in the negotiation anddrafting of this Agreement and the other Transaction Documents. In the event an ambiguity orquestion of intent or interpretation arises, the Transaction Documents shall be construed as ifdrafted jointly by the parties and no presumption or burden of proof shall arise favoring ordisfavoring any party by virtue of the authorship of any provision thereof. Any reference to anyfederal, state, local, or foreign statute or law shall be deemed also to refer to all rules andregulations promulgated thereunder, unless the context requires otherwise. The word “including”shall mean including without limitation. Nothing in any Schedule hereto shall be deemed adequateto disclose an exception to a representation or warranty made herein unless it identifies theexception with particularity and describes the relevant facts in detail. Without limiting thegenerality of the foregoing, the mere listing (or inclusion of a copy) of a document or other itemshall not be deemed adequate to disclose an exception to a representation or warranty made herein(unless the representation or warranty has to do with the existence of the document or other itemitself). The parties intend that each representation, warranty, and covenant contained hereinshall have independent significance. If any party has breached any representation, warranty, orcovenant contained herein in any respect, the fact that there exists another representation,warranty, or covenant relating to the same subject matter (regardless of the relative levels ofspecificity) which the party has not breached shall not detract from or mitigate the fact that theparty is in breach of the first representation, warranty, or covenant. Time is of the essence withrespect to any obligation of Purchaser to pay any sums to Seller under any of the TransactionDocuments.          **6.13****Incorporation of Exhibits and Schedules**. The Exhibits and Schedules identifiedin this Agreement are incorporated herein by reference and made a part hereof.          **6.14****Specific Performance**. Each of the parties acknowledges and agrees that the otherparty would be damaged irreparably in the event any of the provisions of this Agreement are notperformed in accordance with their specific terms or otherwise are breached. Accordingly, each ofthe parties agrees that the other party shall be entitled to an injunction or injunctions toprevent breaches of the provisions of this Agreement and to enforce specifically this Agreement andthe terms and provisions hereof in any action instituted in any court of the United States or anystate thereof having jurisdiction over the parties and the matter in addition to any other remedyto which it may be entitled, at law or in equity.
 

 
     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and yearfirst above written.      **SELLER**: