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Exhibit 2.16

                               ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the "Agreement") is made and entered into
this 17th day of December, 1997, by and among VINCI, INC., a Nevada
corporation ("Seller"), RONALD C. VINCI (the "Shareholder") and SAHARA
IMPORTS, INC., a Nevada corporation ("Buyer").

                                       RECITALS

     A.    Seller is the owner and operator of a Honda motor vehicle sales
and service dealership (the "Dealership") located at 1700 E. Sahara, Las
Vegas, Nevada and operates the Dealership  under the name "Las Vegas Honda"
in accordance with a dealer sales and service agreement with  American Honda
Motor Co., Inc. ("Honda").

     B.   Shareholder owns the premises (the "Premises") on which the
Dealership is located. Seller leases the Premises from Shareholder.  Seller
and Shareholder have agreed to terminate their lease at Closing (hereinafter
defined). Shareholder has agreed to lease the Premises to Buyer under a lease
in substantially the form of Exhibit "A" (the "Lease").

     C.   Subject to the terms and conditions set forth in this Agreement,
Buyer desires to purchase and receive from Seller, and Seller desires to sell
to Buyer, the right to operate the Dealership and certain assets used in,
arising from or related to the operation of the Dealership.

                                      AGREEMENT

     In consideration of the mutual promises contained herein and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:

     1.   ASSETS PURCHASED.  Subject to and upon the terms and conditions
hereof, Seller agrees to sell, transfer, convey, assign and deliver to Buyer,
and Buyer agrees to purchase and acquire from Seller, the following described
assets (the "Assets") at Closing:

          (a)  FIXED ASSETS.  All tangible personal property of Seller used in
               the operation of the Dealership (the "Fixed Assets"), including
               (without limitation) signage, machinery, tools and equipment,
               furniture, computers, office equipment, telephone systems, parts
               books, equipment records, and leasehold  improvements.  The Fixed
               Assets will be set forth on Schedule 1(a) and shall be adjusted
               to include those items acquired by Seller and to exclude those
               items disposed of by Seller, in the ordinary course of business
               subsequent to the date of the Schedule.  Buyer shall purchase
               the Fixed Assets in their

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               current condition and repair; provided, however, if any of the
               Fixed Assets are not owned free and clear of all liens and
               other encumbrances, physically present at the Dealership, and
               in good working order as of the Closing Date, Buyer will not
               be obligated to purchased such Fixed Assets.

          (b)  PARTS AND ACCESSORIES.  All new, unused and undamaged Honda parts
               and accessories which are (i) listed for sale in the Honda dealer
               parts and accessories price schedules that are in effect for the
               Dealership on the Closing Date (hereinafter defined), (ii) in the
               original, resalable merchandising packaging, (iii) in unbroken
               lots, and (iv) in the Seller's inventory on the Closing Date (the
               "Parts").

          (c)  NEW VEHICLES.  All new unregistered 1997 and 1998 Honda  vehicles
               (the "New Vehicles"), including demonstrators having no more than
               2,000 miles on their odometer, which are owned and in the
               possession of Seller or owned by Seller and in transit on the
               Closing Date.

          (d)  USED VEHICLES.  All used vehicles (the "Used Vehicles"),
               including demonstrators have 2000 miles or more on their
               odometer, which are owned and in the possession of Seller on the
               Closing Date.

          (e)  GOODWILL.  The expectation of continued public patronage of
               Seller's former business, including the right of Buyer to
               represent itself as carrying on the Dealership in succession to
               the Seller ("Goodwill").

          (f)  RECORDS.  All books, records, and other information arising from
               or related to the operation of the Dealership (the "Records"),
               including (without limitation) all information  contained in or
               derived from disks, tapes, manuals, source codes, charts and
               other data sources.

          (g)  INTELLECTUAL PROPERTY.  All business names, trade names, logos,
               trademarks, service marks, copyrighted materials, trade secrets,
               patents, patent applications and other proprietary rights,
               including (without limitation) those items which will be
               identified in Schedule 1(g), that are used in operating the
               Dealership (the "Intellectual Property").  Schedule 1(g) shall
               also set forth (i) those items of Intellectual Property that are
               not owned by the Seller, and (ii) any royalties or fees that are
               payable to another party by reason of Seller's use of any item of
               Intellectual Property.

          (h)  CONTRACTS.  Within ten (10) days after the date of this
               Agreement, Seller shall deliver to Buyer a list of all contracts,
               leases and agreements affecting or relating to the Dealership,
               together with copies thereof. Within fifteen (15) days after
               receipt of all of the copies, Buyer shall give Seller written
               notice as to which of the contracts, leases and agreements it
               will assume as of the

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               Closing Date, provided that Buyer shall not assume any
               liabilities, obligations or expenses under any assumed
               contracts, leases or agreements that accrued prior to Closing.
               All contracts, leases and agreements to be assumed by Buyer in
               accordance with this Agreement will be referred to as the
               "Contracts" and will be set forth on Schedule 1(h).  Schedule
               1(h) will also set forth the amount of any deposits or
               prepayments, if any, held on behalf of Seller with respect to
               the Contracts.

          (i)  LICENSES.  All dealer franchise agreements, licenses, permits,
               authorizations, and consents (except those which by law or by
               their terms are not transferable) necessary to carry on the
               operation of the Dealership ("Licenses").

          (j)  TIRES, GAS AND OIL INVENTORIES, GENERAL SUPPLIES AND
               MISCELLANEOUS ASSETS.  All tires, gas and oil inventories, grease
               inventory, license plate frames and inserts, office supplies,
               letterhead, postage, purchase order forms, parts invoices, repair
               order forms, counter tickets, file jackets, and other items of
               inventory, that are owned by Seller on the Closing Date
               ("Miscellaneous Assets").  Any vehicle sales of Seller not booked
               as of the Closing Date shall be processed to completion or
               cancellation by Buyer and Seller shall have no right to any
               payment therefor.

          (k)  SUBLET REPAIRS.  All sublet repairs owned by the Seller on the
               Closing Date (the "Sublet Repairs").  Seller shall furnish to
               Buyer at Closing a complete and accurate list of all Sublet
               Repairs.

          (l)  WORK IN PROCESS.  All work in process owned by the Seller on the
               Closing Date (the "Work in Process").  Seller shall furnish to
               Buyer at Closing a complete and accurate list of the Work in
               Process.

          (m)  FINANCE RESERVES.  All finance reserves owned by the Seller on
               the Closing Date (the "Finance Reserves").  Seller shall furnish
               to Buyer at Closing a complete and accurate list of the Finance
               Reserves.

     2.   EXCLUDED ASSETS.  Seller and Buyer mutually acknowledge and agree that
the following assets shall be excluded from the Assets to be sold, transferred,
conveyed, assigned and delivered to Buyer under the terms of this Agreement:

          (a)  Seller's cause of action in SIERRA AUTO CARS, INC., ETAL V.
               AMERICAN HONDA MOTOR CO., INC., ETAL, Case No. SA CV 96-179 AHS
               (EEx), In the United States District Court, District of Maryland.

          (b)  Any other assets that are not specifically described in paragraph
               1 hereof.

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     3.   ASSUMED LIABILITIES.  Except as set forth in subparagraphs 3 (a), 3
(b), and 3 (c)  (the "Assumed Liabilities"), Buyer is not assuming or
undertaking to assume any liabilities, obligations or expenses of the Seller,
whether arising out of the conduct or operation of the Dealership or otherwise,
including (without limitation) any liability arising from a warranty or
incentive audit, any liability related to vehicle titles, any environmental
liability, any accounts payable,  any obligations under any retirement, profit
sharing or defined benefit plan, any taxes, any contractual claims or
obligations, or any payroll obligations (including accrued vacation or sick
leave), whether disclosed, unknown, contingent or fixed. All liabilities other
than the Assumed Liabilities shall be and remain the obligations of the Seller.

          (a)  FLOOR PLAN.  Buyer shall either pay in full or, with the consent
          of the floor plan lender and the full, complete and final release by
          the floor plan lender of Seller therefrom,  assume Seller's floor plan
          liability for the purchase price of the New Vehicles. Buyer also
          agrees to accept delivery of all new vehicles, on order at Closing, in
          accordance with prior practices, and either pay or floor plan the
          same.  If Buyer pays the floor plan liability for the purchase price
          of the New Vehicles, Seller's floor plan lender shall release all
          security interests that secure the floor plan liability.

          (b)  LICENSES.  Buyer agrees to assume all liabilities relating to the
          Licenses assigned by Seller, except such liabilities that accrued
          prior to the Closing; and

          (c)  CONTRACTS.  Buyer agrees to assume all obligations and
          liabilities of Seller relating to the Contracts, except such
          obligations and liabilities that accrued prior to the Closing.
          Verified deposits and prepayments with respect to any Contracts shall
          be paid by Buyer to Seller in cash on the Closing Date.

          (d)  FINANCE CHARGEBACKS.  Buyer agrees to assume all finance
          chargebacks on retail installment contracts and leases sold by Seller
          to lenders prior to the Closing Date.

     4.   PURCHASE PRICE.   Subject to the terms and conditions of this
Agreement, in reliance on the representations, warranties and agreements of
Seller and Shareholder contained herein, and in consideration of the sale,
transfer, conveyance, assignment and delivery of the Assets, Buyer shall, in
addition to the assumption of the Assumed Liabilities as provided in paragraph 3
hereof, pay or deliver to Seller at Closing the following (hereinafter
collectively referred to as the "Purchase Price"):

          (a)  CASH.  Buyer shall pay $8,000,000, plus or minus the amount of
          any increase or reduction  in the Purchase Price in accordance with
          paragraph 6 hereof, by cashiers check or other immediately available
          funds ("Cash");

          (b)  PROMISSORY NOTE.  Buyer shall execute and deliver a promissory
          note (the "Note") to Seller in the original principal amount of
          $3,194,000, bearing interest

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          at eight percent (8%) per annum, payable in (i) twelve (12) monthly
          installments of interest only, commencing thirty (30) days after the
          Closing Date, and (ii) twenty-four (24) equal monthly installments
          of principal and interest commencing thirteen (13) months after the
          Closing Date.  The Note shall be in the form of Exhibit "B" hereto.

          (c)  ISSUANCE OF RESTRICTED STOCK.  Cross-Continent Auto Retailers,
          Inc. ("C-CAR") shall issue to Seller the number of shares of
          restricted common stock of C-CAR (the "Restricted Stock") that, when
          multiplied by the average closing price of C-CAR's common stock as
          quoted in THE WALL STREET JOURNAL for the last five (5) trading days
          immediately preceding the date the transactions contemplated by this
          Agreement are announced to the public by Buyer (the "Pricing Date"),
          will equal $290,000.  C-CAR shall not issue any fractional shares and
          Buyer shall pay Seller cash in lieu of any fractional shares based on
          the average closing price of C-CAR's common stock as quoted in THE
          WALL STREET JOURNAL for the last five (5) trading days immediately
          preceding  the Pricing Date.  The Restricted Stock will be subject to
          Rule 144 promulgated under the Securities Act of 1933. The
          certificates representing any Restricted Shares that are issued to
          Seller shall bear a restrictive legend that the stock has not been
          registered under applicable federal and state securities laws.  It is
          understood and agreed that C-CAR has not agreed to register any
          Restricted Shares that are to be issued or have been issued to the
          Seller.

     5.   ALLOCATION OF PURCHASE PRICE.  Buyer and Seller agree that the
Purchase Price shall be allocated among the Assets in the manner which will be
set forth in Schedule 5. All federal, state, and local tax returns filed after
the Closing by either Buyer or Seller, including (without limitation) IRS Form
8594, will contain valuations which are consistent with the valuations set forth
in Schedule 5.

     6.   ADJUSTMENT TO THE PURCHASE PRICE.  The Purchase Price shall be (a)
increased by (i) the value of the Fixed Assets, Parts, New Vehicles, and Used
Vehicles, as determined in accordance with subparagraph 17(c), and (ii) any
refundable deposits or prepayments on Contracts assumed by Buyer in accordance
with subparagraph 1(h), and (b) shall be reduced by the amount of any Assumed
Liabilities.

     7.   CLOSING.  Subject to the terms and conditions set forth in this
Agreement, the closing ("Closing") of the purchase and sale of the Assets shall
take place at the offices of Seller, 1700 E. Sahara, Las Vegas, Nevada 89104, or
at such other place as may be mutually agreed upon by Buyer and Seller, as soon
as practicable following the date on which all conditions to the obligations of
the parties hereunder (other than those requiring the taking of action at the
Closing) have been satisfied or waived, but no later than June 1, 1998 (the
"Closing Date"), unless extended by the mutual agreement of the Buyer and
Seller.

     8.   TRANSACTIONS AT CLOSING.  The following transactions shall take place
at Closing:

          (a)  DELIVERIES BY SELLER AND SHAREHOLDER.  The Seller and the
               Shareholder shall

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               deliver the following to the Buyer:

                (i) A Warranty Bill of Sale or Warranty Bills of Sale executed
                    by Seller, in the form of Exhibit "C" hereto, to convey to
                    Buyer the Fixed Assets, the Parts, the New Vehicles
                    (including demonstrators treated as New Vehicles), the Used
                    Vehicles (including demonstrators treated as Used Vehicles),
                    and the tangible Miscellaneous Assets;

               (ii) An Assignment or Assignments executed by Seller, in the form
                    of Exhibit "D" hereto, to convey to Buyer the Goodwill, the
                    Intellectual Property, the Contracts, the Licenses, and the
                    intangible Miscellaneous Assets;

              (iii) The Lease executed by the Shareholder;

               (iv) An agreement terminating the lease between Seller and
                    Shareholder;

                (v) a Phase I Environmental Site Audit on the Premises, paid for
                    by the Seller, in form and substance satisfactory to Buyer;

               (vi) Copies of resolutions of the Board of Directors of the
                    Seller, duly certified by its Secretary, in form reasonably
                    satisfactory to Buyer's counsel, authorizing the execution,
                    delivery and performance of this Agreement and all other
                    documents to which Seller is a party as contemplated hereby,
                    and all action to be taken by Seller hereunder;

              (vii) A Seller's Certificate, in the form of Exhibit "E"
                    hereto, duly executed by Seller and Shareholder;

             (viii) The Records;

               (ix) An opinion of counsel to the Seller, in the form of Exhibit
                    "F" hereto;

                (x) The Investment Letter (hereinafter defined) and the
                    Registration Rights Agreement (hereinafter defined);

               (xi) a list of the Sublet Repairs;

              (xii) a list of the Work in Process;

             (xiii) Any instruments and other documents specifically
                    required by this Agreement that are not otherwise set forth
                    in this subparagraph 8(a); and

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              (xiv) Any other instruments or documents deemed reasonably
                    necessary by the Buyer in order to consummate the
                    transactions contemplated hereby.

          (b)  DELIVERIES BY BUYER.  The Buyer shall deliver the following to
               the Seller:

                (i) The Cash portion of the Purchase Price, the Note and the
                    Restricted Stock;
               (ii) A guaranty of the Note, in the form of Exhibit "G" hereto;

              (iii) The Lease executed by the Buyer;

               (iv) A guaranty of the Lease, in the form of Exhibit "H" hereto:

                (v) Copies of resolutions of the Board of Directors of the
                    Buyer, duly certified by its Secretary, in form reasonably
                    satisfactory to Seller's counsel, authorizing the execution,
                    delivery and performance of this Agreement and all other
                    documents to which Buyer is a party as  contemplated hereby,
                    and all action to be taken by Buyer hereunder;

               (vi) The Registration Rights Agreement;

              (vii) A Certificate of Good Standing issued by the Secretary
                    of State of the State of Nevada;

             (viii) An opinion of counsel to the Buyer, in the form of
                    Exhibit "I" hereto; and

               (ix) Any instruments and other documents specifically required by
                    this Agreement that are not otherwise set forth in this
                    subparagraph 8(b).

          9.   REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER.  In
order to induce the Buyer to enter into this Agreement:

          (a)  REPRESENTATIONS AND WARRANTIES OF THE SELLER.  The Seller
               represents, warrants and covenants to the Buyer, effective as of
               the date of this Agreement and again at Closing, each of the
               following:

               (i)  ORGANIZATION AND STANDING.  Seller is a corporation duly
                    organized, validly existing and in good standing under the
                    laws of the State of Nevada and is duly qualified to do
                    business as a foreign corporation and is in good standing in
                    the states of the United States and foreign jurisdictions
                    where its ownership or leasing of property or the conduct of
                    its business requires it to be so qualified.

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               (ii) POWER AND AUTHORITY.  Seller has all requisite right, power
                    and authority to own, lease and operate its properties and
                    Assets and to operate the Dealership as it is now being
                    operated. The execution and  delivery of this Agreement and
                    the performance of all of Seller's obligations under this
                    Agreement have been duly and validly authorized by all
                    necessary action on the part of the Seller. This Agreement
                    constitutes the valid and binding obligation of Seller,
                    enforceable against it in accordance with its terms, except
                    as the enforceability thereof may be limited by bankruptcy,
                    insolvency, reorganization, moratorium or other similar laws
                    relating to the enforcement of creditors' rights generally
                    and by general principles of equity (regardless of whether
                    such enforceability is considered in a proceeding in equity
                    or at law).

              (iii) NO CONFLICTS.  Other than with respect to compliance
                    with the Hart-Scott-Rodino Anti-Trust Improvement Act of
                    1976 (the "Act") and the rights of Honda under its dealer
                    sales and service agreement, neither  the execution and
                    delivery of this Agreement by the Seller, nor the
                    consummation by the Seller of the transactions contemplated
                    hereby, will (i) violate, conflict with, or result in a
                    breach of any provisions of, or constitute a default or an
                    event which, with notice or lapse of time or both, would
                    constitute a default under, or result in the termination of,
                    or accelerate the performance required by, any of the terms,
                    conditions, or provisions of the Seller's Articles of
                    Incorporation, Bylaws, or any contract, mortgage, indenture,
                    deed of trust, license, lease, agreement or other instrument
                    or obligation to which the Seller is a party or by which it
                    may be bound, or to which any of the Seller's properties or
                    Assets may be subject, or result in the creation of any
                    material lien, security interest, charge or encumbrance upon
                    any of the properties or Assets of the Seller, or (ii)
                    violate any judgment, ruling, order, writ, injunction,
                    decree, constitution, statute, rule or regulation applicable
                    to the Seller or any of its properties or Assets, which in
                    the case of either subparagraph (i) or (ii) above would have
                    a materially adverse effect on the operation of the
                    Dealership by the Seller.

               (iv) FINANCIAL STATEMENTS.  The Seller has delivered to the Buyer
                    copies of the following financial statements (collectively
                    referred to herein as the "Financial Statements") of the
                    Seller:

                    (A)  Balance Sheet, as of August 31, 1997;

                    (B)  Income Statement, as of August 31, 1997; and

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                    (C)  Balance Sheets and Income Statements for the fiscal
                         years ended December 31, 1995 and December 31,
                         1996.

                    To the best of Seller's knowledge, the Financial Statements
                    (including the notes thereto) are true and correct in all
                    respects and have been compiled in accordance with standard
                    dealer financial statement practices applied on a consistent
                    basis throughout the periods indicated. Without limitation
                    of the foregoing, the Balance Sheet described in
                    subparagraph 9(a)(iv)(A) above presents fairly the financial
                    position of the Seller as of the date indicated thereon, and
                    the Income Statement described in subparagraph 9(a)(iv)(B)
                    above presents fairly the results of operations of the
                    Seller for the period indicated thereon.

                    Seller has also delivered to the Buyer copies of Seller's
                    tax returns for 1994, 1995, and 1996.

               (v)  TITLE AND RELATED MATTERS.  The Seller is the lawful owner
                    of and has good and marketable title to the Assets; except
                    for the items of Intellectual Property that are shown on
                    Schedule 1(g) to be owned by another  party, which Seller
                    has the right to use. The right to operate the Dealership
                    under Seller's dealer sales and service agreement with Honda
                    and the Assets will, at the Closing, be free and clear of
                    all liens and encumbrances, except for:

                    (A)  the Assumed Liabilities;

                    (B)  liens for current taxes not yet due and payable or for
                         taxes the validity of which is being contested in
                         good faith by appropriate proceedings with
                         adequate reserves; and

                    (C)  the rights of Honda under its dealer sales and service
                         agreement with the Seller.

                    All Parts which Buyer is obligated to purchase in accordance
                    herewith are in undamaged, returnable condition that:

                    (A)  are still in the original, resalable merchandising
                         package and in unbroken lots;

                    (B)  at Closing will be listed for sale in the then current
                         dealer parts and accessories price schedules for
                         Honda, and will not be listed as "discontinued" or
                         "replaced" parts and accessories;

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                           and

                    (C)  were purchased directly from Honda.

               (vi) LICENSES.  The Seller has made copies available to Buyer of,
                    and will list on Schedule 9(a)(vi), all Licenses relating to
                    the Dealership.  To the best of Seller's knowledge, all of
                    the Licenses are adequate for the operation of the
                    Dealership and are valid and in full force and effect.  All
                    of the Licenses will be transferred to the Buyer at the
                    Closing, unless such transfer is prohibited by law or by the
                    terms of the item to be transferred.

              (vii) INTELLECTUAL PROPERTY.   The Seller owns all of the
                    Intellectual Property  presently in use by the Dealership;
                    except for the items of Intellectual Property that are shown
                    on Schedule 1(g) to be owned by another party, which Seller
                    has the right to use. Other than with respect to the
                    royalties and fees listed in Schedule 1(g), no royalties or
                    fees are payable by the Seller to any third party by reason
                    of the use of any of the Intellectual Property to which
                    Buyer shall acquire hereunder. To the best of Seller's
                    knowledge, no additional intellectual property is needed to
                    permit the Seller to operate the Dealership as now operated.

             (viii) CONTRACTS AND AGREEMENTS.   The Seller will deliver to
                    Buyer copies of all Contracts listed in Schedule 1(h) to
                    which the Seller is a party or by which it or any of the
                    Assets is bound. To the best of Seller's knowledge, all
                    Contracts included in Schedule 1(h) are in full force and
                    effect and binding upon the parties thereto, and none of the
                    parties thereto is in breach of any of the provisions
                    thereof.

               (ix) LITIGATION AND OTHER PROCEEDINGS.  Except as set forth in
                    Schedule 9(a)(ix), the Seller is not a party to any pending
                    or, to the best of Seller's knowledge, threatened claim,
                    action, suit, investigation or proceeding, nor is it subject
                    to any order, judgment or decree.

                (x) EMPLOYMENT CONTRACTS AND EMPLOYEE BENEFIT PLANS.  Schedule
                    9(a)(x) will contain (i) a complete and correct list of all
                    pension, bonus, profit sharing, retirement, stock option,
                    medical expense, dental expense, hospitalization, life
                    insurance or other death benefit, severance, and other
                    benefit plans, agreements, arrangements or programs
                    providing benefits for Seller's employees, whether or not
                    funded and whether or not reflected in any plan documents,
                    including available vacation of Seller's employees, (ii) a
                    list all of the current employees of the Seller and the
                    independent contractors regularly performing services on
                    behalf of the Seller, and (iii) a list of the

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                    compensation paid to the current employees of the Seller
                    and the independent contractors regularly performing
                    services on behalf of the Seller, including any salary,
                    bonus or other payment arrangement made with any of them.
                    The Seller is not a party to or bound by any collective
                    bargaining agreement, nor has the Seller experienced any
                    strikes, grievances, claims of unfair labor practices, or
                    other collective bargaining disputes. The Seller has not,
                    to Seller's knowledge, committed any unfair labor
                    practice. The Seller has no knowledge of any
                    organizational effort presently being made or threatened
                    by or on behalf of any labor union with respect to
                    employees of the Seller. To the best of Seller's
                    knowledge, there have been no material defaults,
                    breaches, omissions or other failings by the Seller or
                    any fiduciary under any of these contracts or programs.
                    Except as set forth in Schedule 9(a)(x), the Seller does
                    not sponsor any employee benefit plan defined in Section
                    3(3) of the Employee Retirement Income Security Act of
                    1974, as amended (29 U.S.C. Section 1002(3)).

               (xi) BROKERS AND FINDERS.  Other than Elysium Enterprises,
                    Inc.  (the "Broker"), no broker or finder has any  potential
                    claim against Seller for a commission or fee arising out of
                    the transactions contemplated herein.

              (xii) CONSENTS TO CONSUMMATION.  Except as will be disclosed
                    in Schedule 9(a)(xii), no consent, approval or other action
                    of any third party is required to be obtained by the Seller
                    in connection with the transactions contemplated by this
                    Agreement.

             (xiii) EQUIPMENT.  The Fixed Assets are in good repair and
                    operating condition.

              (xiv) CONTINUATION OF BUSINESS.  The Seller knows of no
                    reason why the  Dealership will not continue on in the same
                    manner following the execution of this Agreement and the
                    Closing as it has been operated prior thereto, except to the
                    extent that the Buyer causes the operation of the Dealership
                    to change following the Closing. The Seller has no reason to
                    believe that at any time in the foreseeable future the
                    Dealership shall be materially or adversely affected by any
                    event, including (without limitation) the loss of customers
                    of the Dealership, except to the extent that the Buyer
                    causes the operation of the Dealership to change following
                    the Closing. The Seller will use its best efforts to cause
                    the employees, agents, and independent contractors who have
                    performed services for the Dealership in the past to
                    continue to do so following the Closing, to the extent the

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                    Buyer so requests.

               (xv) COPIES COMPLETE.  The copies of all documents which have
                    been delivered or otherwise been made available to the Buyer
                    in connection with the transactions contemplated hereby are
                    complete and accurate and are true and correct copies of the
                    originals thereof, to the best of Seller's knowledge.

              (xvi) BORROWED MONIES.  The Seller is not in default in any
                    respect under, and is not otherwise in violation or
                    contravention of, any of the terms and provisions of any
                    agreement for the repayment of borrowed monies. All notes
                    and other documents and instruments evidencing or relating
                    to indebtedness for borrowed monies by the Seller and which
                    relate to any of the Assets will be identified in Schedule
                    9(a)(xvi).

             (xvii) COMPLIANCE WITH LAWS.  Other than as set forth in
                    Schedule 9(a)(ix), the Seller has no knowledge of (i) any
                    governmental proceeding or investigation involving the
                    Seller, nor has any reason to believe that any such
                    proceeding or investigation is pending or threatened or that
                    there exists any basis for any such proceeding or
                    investigation,  (ii) any facts which might reasonably be
                    believed to be a basis for any other action, suit,
                    proceeding, arbitration, claim, or counterclaim against the
                    Seller,  (iii) any violations of federal, state or local
                    laws, ordinances, rules, codes, regulations or orders by the
                    Seller, or (iv) any illegal kick backs, bribes, or political
                    contributions made by the Seller.

            (xviii) NO CHANGES. Except as will be disclosed in Schedule
                    9(a)(xviii), the Seller has not since December 31, 1996, (i)
                    operated the Dealership, except in the ordinary course of
                    business, (ii) incurred any debts, liabilities or
                    obligations, except in the ordinary course of business,
                    (iii) mortgaged, pledged or subjected to lien or other
                    encumbrance any of the Assets, except in the ordinary course
                    of business, or (iv) sold or transferred any of its tangible
                    assets, except in the ordinary course of business.

              (xix) FULL DISCLOSURE.   No representation or warranty of the
                    Seller in this paragraph 9 (including any information in the
                    Schedules attached or to be attached to this Agreement)
                    contains or will contain any untrue statement of a material
                    fact or omits or will omit to state any material fact
                    necessary in order to make the statements herein or therein,
                    in light of the circumstances in which they are made, not
                    misleading.

               (xx) CONDITION OF BUILDINGS.  To the best of Seller's knowledge,
                    the buildings on the Premises are in good working condition
                    and repair.

                                        12
<PAGE>

              (xxi) NO DEFAULTS.  To the best of Seller's knowledge, Seller
                    is not in material default under any of the Contracts.

             (xxii) SERVICES PERFORMED.  To the best of Seller's knowledge,
                    Seller has not received any payment from Honda for services
                    to be performed by Seller on New Vehicles which services
                    were not in fact performed by Seller prior to Closing.

          (b)  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.  The
               Shareholder represents, warrants, and covenants to the Buyer,
               effective as of the date of this Agreement and again at Closing,
               each of the following:

                (i) AUTHORITY. This Agreement constitutes the valid and binding
                    obligation of the Shareholder relating to the agreements of
                    the Shareholder contained in this Agreement, enforceable
                    against him in accordance with its terms, except as the
                    enforceability thereof may be limited by bankruptcy,
                    insolvency, reorganization, moratorium or other similar laws
                    relating to the enforcement of creditors' rights generally
                    and by general principles of equity (regardless of whether
                    such enforceability is considered in a proceeding in equity
                    or at law).  The Shareholder has all requisite right, power
                    and authority to execute and deliver this Agreement and to
                    perform all of his obligations under this Agreement.

               (ii) CONSENTS TO CONSUMMATION.  Except as will be disclosed in
                    Schedule 9(a)(xii), no consent, approval or other action of
                    any third party is required to be obtained by the
                    Shareholder in connection with transactions contemplated by
                    this Agreement.

              (iii) FULL DISCLOSURE.  No representation or warranty of the
                    Shareholder in this paragraph 9 (including any information
                    in the Schedules attached or to be attached to this
                    Agreement) contains or will contain any untrue statement of
                    a material fact or omits or will omit to state any material
                    fact necessary in order to make the statements herein or
                    therein, in light of the circumstances in which they are
                    made, not misleading.

          (c)  REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDER.
The Seller and the Shareholder jointly and severally represent, warrant, and
covenant to the Buyer, effective as of the date of this Agreement and again at
Closing, each of the following:

                (i) The Seller and the Shareholder have obtained all permits,
                    licenses and other authorizations, which are required under
                    applicable laws

                                        13
<PAGE>

                    currently in effect relating to pollution or protection
                    of the environment, including laws relating to emissions,
                    discharges, releases or threatened releases of
                    pollutants, contaminants, or hazardous or toxic materials
                    or wastes into ambient air, surface water, ground water,
                    or land, or otherwise relating to the manufacture,
                    processing, distribution, use, treatment, storage,
                    disposal, transport, or handling of pollutants,
                    contaminants, or hazardous or toxic materials or wastes
                    or the manufacture of substances subject to the Toxic
                    Substances Control Act (hereinafter collectively referred
                    to as the "Environmental Laws").

               (ii) The Seller and the Shareholder are in compliance with all
                    terms and conditions of such permits, licenses and
                    authorizations, and with all other limitations,
                    restrictions, conditions, standards, prohibitions,
                    requirements, obligations, schedules and timetables
                    contained in such Environmental Laws or contained in any
                    regulation, code, plan, order, decree, judgment or notice or
                    demand letter from a governmental entity issued, entered,
                    promulgated or approved thereunder as they apply to the
                    Seller or the Shareholder.

              (iii) Neither the Seller nor the Shareholder has received any
                    notification from any governmental authority or any other
                    person nor does the Seller or the Shareholder have
                    knowledge, that any of the current or former properties,
                    assets or operations of the Seller or the Shareholder is in
                    violation of any applicable Environmental Laws.

               (iv) There is no civil, criminal or administrative action, suit,
                    demand, claim, hearing, notice of violation, investigation,
                    proceeding, notice or demand letter from a governmental
                    entity pending or threatened against the Seller or the
                    Shareholder.

                (v) There are no past or present events, conditions,
                    circumstances, activities, practices, incidents, actions or
                    plans, which will interfere with or prevent compliance or
                    continued compliance with the Environmental Laws or with any
                    regulation, code, plan, order, decree, judgment, injunction,
                    notice or demand letter from a governmental entity issued,
                    entered, promulgated or approved thereunder, or which will
                    give rise to any common law or other legal liability,
                    including, without limitation, liability under the
                    Comprehensive Environmental Response, Compensation and
                    Liability Act ("CERCLA") or similar state or local laws in
                    effect as of the date hereof, or otherwise form the basis of
                    any claim, action, demand, suit, proceeding, hearing, notice
                    of violation or investigation which would be materially
                    adverse to the Seller or

                                        14
<PAGE>

                    the Shareholder, based on or resulting from the operation
                    of the Dealership by the Seller, including the
                    manufacture, processing, distribution, use, treatment,
                    storage, disposal, transport or handling, or the
                    emission, discharge, release or threatened release into
                    the environment, of any pollutant, contaminant, chemical,
                    or industrial toxic or hazardous material, substance or
                    waste. Without in any way limiting the foregoing, no
                    release, emission or discharge into the environment of
                    any hazardous substance (as that term is currently
                    defined under CERCLA or any applicable analogous state
                    law) has occurred or is currently occurring in connection
                    with the operation of the Dealership by the Seller and
                    which would be materially adverse to the Seller or the
                    Shareholder. No real property currently owned, leased or
                    otherwise utilized by the Seller or the Shareholder
                    contains any spill, deposit, or discharge of any
                    hazardous substance (as that term is currently defined
                    under CERCLA or any applicable analogous state law), as a
                    result of which there would be a materially adverse
                    effect on the Seller or the Shareholder.

     10.  REPRESENTATIONS AND WARRANTIES OF BUYER.  The Buyer represents and
warrants to the Seller and the Shareholder effective as of the date of this
Agreement and again at Closing, as follows:

          (a)  ORGANIZATION AND STANDING OF BUYER.  Buyer is a corporation duly
               organized, validly existing and in good standing under the laws
               of the State of Nevada, is duly qualified to do business as a
               foreign corporation and is in good standing in the states of the
               United States and foreign jurisdictions where its ownership or
               leasing of property or conduct of its business requires it to be
               so qualified.

          (b)  AUTHORIZATION.  The Buyer has all requisite right, power and
               authority to execute and deliver this Agreement and to consummate
               the transactions contemplated hereby. The execution and delivery
               of this Agreement and the performance of all of Buyer's
               obligations under this Agreement have been duly and validly
               authorized by all necessary corporate action on the part of the
               Buyer. This Agreement constitutes the valid and binding
               obligation of the Buyer, enforceable against the Buyer in
               accordance with its terms, except as the enforceability thereof
               may be limited by bankruptcy, insolvency, reorganization,
               moratorium or other similar laws relating to the enforcement of
               creditors' rights generally and by general principles of equity
               (regardless of whether such enforceability is considered in a
               proceeding at law or in equity).

          (c)  NO CONFLICT.   Other than with respect to the Act, neither the
               execution and delivery of this Agreement by the Buyer, nor the
               consummation by the Buyer

                                        15
<PAGE>

               of the transactions contemplated hereby, will (i)
               violate, conflict with, or result in a breach of any
               provisions of, or constitute a default or an event which,
               with notice or lapse of time or both, would constitute a
               default under, or result in the termination of, or
               accelerate the performance required by, any of the terms,
               conditions or provisions of the Buyer's Articles of
               Incorporation, Bylaws, or any contract, mortgage,
               indenture, deed of trust, license, lease, agreement or
               other instrument or obligation to which the Buyer is a
               party or by which it may be bound, or to which the
               Buyer's properties or assets may be subject, or result in
               the creation of any material lien, security interest,
               charge or encumbrance upon any of the properties or
               assets of the Buyer, or (ii) violate any judgment,
               ruling, order, writ, injunction, decree, constitution,
               statute, rule or regulation applicable to the Buyer or
               any of its properties or assets, which in the case of
               either subparagraph (i) or (ii) above would have a
               materially adverse effect on the Buyer or its financial
               condition.

          (d)  LITIGATION OR OTHER PROCEEDINGS.   Buyer is not a party to any
               pending or, to the best of its knowledge, any threatened claim,
               action, suit, investigation or proceeding, or subject to any
               order, judgment or decree, except for matters which in the
               aggregate, will not have, or cannot reasonably be expected to
               have, a materially adverse effect on the financial condition of
               the Buyer, and none that would affect the Buyer's ability to
               consummate the transactions and perform its obligations
               contemplated by this Agreement.

          (e)  RESTRICTED STOCK.  The Restricted Stock is authorized stock of
               C-CAR and when issued to the Seller will be valid and
               nonassessable.

     11.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.   All representations and
warranties made by the parties in this Agreement or in any certificate,
schedule, statement, document or instrument furnished hereunder or in connection
with the negotiation, execution and performance of this Agreement shall survive
the Closing for a period of three (3) years, and any claim or cause of action
for indemnification for breaches of representations or warranties set forth in
this Agreement or in any exhibit or document furnished hereto shall be made in
respect of such matters within three (3) years after the Closing Date.
Notwithstanding any investigation or audit conducted before or after the Closing
or the decision of any party to complete the Closing, each party shall be
entitled to rely upon the representations and warranties set forth herein for
the time period set forth above.

     12.  SELLER'S OBLIGATIONS PRIOR TO CLOSING.

          (a)  NOTICES AND CONSENTS.   The Seller will give any notices to third
               parties, and will use its best efforts to assist Buyer in
               obtaining any third party consents, that the Buyer may request in
               connection with consummating the transactions contemplated by
               this Agreement.

                                        16
<PAGE>

          (b)  CONDUCT OF BUSINESS BY THE SELLER PRIOR TO THE CLOSING DATE.
               From the date of this Agreement to the earlier of the Closing
               Date or the termination of this Agreement, the Seller shall
               conduct its operations according to their ordinary and usual
               course of business reasonably consistent with past and current
               practices in light of the Seller's current financial position and
               use its best efforts to maintain and preserve its business
               organization, properties and vendor and supplier relationships,
               and retain the services of its officers and employees and the
               Seller will not engage in any practice, take any action, or enter
               into any transaction outside the ordinary course of business.
               Without limiting the generality of the foregoing, the Seller will
               (i) not hold any kind of liquidation or going out of business
               sale, (ii) not sell, transfer, mortgage, encumber or otherwise
               dispose of any of the Assets, except in the ordinary course of
               business or pursuant to contracts or agreements in force at the
               date of this Agreement, (iii) except for transactions in the
               ordinary course of the Seller's business, not enter into or
               terminate any contract or agreement, or make any change in any of
               its leases or contracts, other than renewals of contracts and
               leases without adverse changes of terms, (iv) not agree to, or
               make any commitment to, take any of the actions prohibited by
               this subparagraph 12(b), (v) not change its past practices in the
               acquisition or sale of the used vehicle inventory of the
               Dealership; (vi) not change its past practices in the acquisition
               or sale of the new vehicle inventory of the Dealership; or (vii)
               not change its past practices in the acquisition or sale of Parts
               inventory of the Dealership.

          (c)  FULL ACCESS.   Seller will permit Buyer and representatives of
               the Buyer to have full access, at all reasonable times, and in a
               manner so as not to materially interfere with the normal business
               operations of the Seller, to the books, records, properties,
               assets and operations of the Seller. The Seller shall furnish to
               Buyer and representatives of Buyer such financial, operating and
               other data and information, and copies of documents with respect
               to the Seller as Buyer shall from time to time reasonably
               request. Such access and information shall not in any way affect
               or diminish any of the representations or warranties made by
               Seller in this Agreement.

          (d)  NOTICE OF ADVERSE CHANGES.   The Seller will give prompt written
               notice to the Buyer of any material adverse change in the
               business, operations, properties, assets, revenues, earnings,
               liabilities, or condition (financial or otherwise) of the
               Dealership.

          (e)  STANDSTILL.   From the date of this Agreement to the earlier of
               the Closing Date or the termination of this Agreement, the Seller
               shall not, directly or indirectly, through any officer, director,
               agent or otherwise, solicit, or initiate submission of any
               proposal or offer from any person or entity (including any of
               their officers or employees) relating to any liquidation,

                                        17
<PAGE>

               dissolution, recapitalization, merger, consolidation or
               acquisition or purchase of all or a material portion of the
               Assets of the Seller, or any equity interest in the Seller, or
               participate in any negotiations regarding, or furnish to any
               other person any information with respect to, or otherwise
               cooperate in any manner with, or assist or participate in,
               facilitate or encourage, any effort or attempt by any other
               person or entity to do or seek any of the foregoing.

          (f)  RISK OF LOSS.   Seller shall have the risk of loss or damage by
               fire or other casualty to the Assets before Closing. In the event
               of a material loss or damage to the Assets prior to Closing,
               Buyer shall have the option to terminate this Agreement.

          (g)  WASTE DISPOSAL.  Seller agrees, at its sole cost, to properly
               dispose of all pollutants, contaminants, or hazardous or toxic
               materials or wastes accumulated by Seller prior to Closing and
               located on any of the properties of the Dealership.

          (h)  RETURN RESERVE.   Seller agrees to assign and transfer its parts
               and accessories return reserve to the Buyer, if assignable, and
               allow Buyer to participate in such return reserve accumulated
               prior to Closing.

          (i)  AUDIT.  Seller will allow  an audit (the "Audit") to be conducted
               under generally accepted auditing standards of the books,
               records, and financial statements of the Seller for 1996 and 1997
               and any additional years if required by applicable law, and shall
               allow Audited Financial Statements (hereinafter defined) to be
               prepared in accordance with generally accepted accounting
               principles, which shall include reserves for any deferred
               warranties, charge backs, inventory write-downs, repossessions,
               contracts in transit, and any other appropriate reserves. As used
               in this Agreement, "Audited Financial Statements" shall mean an
               audited (i) balance sheet dated December 31,1997 for the Seller,
               and (ii) income statement for the year ending December 31, 1997
               for the Seller. The Audit will be conducted by Buyer's
               accountants, Price Waterhouse, LP.  Seller agrees to cause the
               full cooperation of the officers, directors, employees, and
               independent accountants of the Seller in the Audit as requested
               by Buyer. The start date of the Audit will be no later than
               January 15, 1998. The Seller's accounting staff will assist in
               gathering information and providing schedules and analyses in
               order to have the Audit completed by January 31, 1998. In
               addition, as near as possible prior to the Closing Date, Price
               Waterhouse shall review the activities of the Seller for the
               period after December 31, 1997, and shall prepare a letter (the
               "Post 1997 Letter") setting forth any material adverse changes in
               the revenues, earnings, assets, liabilities, or financial
               condition of the Dealership.

                                        18
<PAGE>

          (j)  FURTHER ASSURANCES.  Seller shall from time to time, upon the
               request of Buyer, execute and deliver to Buyer such further
               instruments and take such further action as Buyer may reasonably
               request, in order to consummate the transactions contemplated by
               this Agreement as expeditiously as possible and to place Buyer in
               possession and control of the Assets and to enable Buyer to
               exercise and enjoy all rights and benefits with respect thereto.

          (k)  INSURANCE.  Until the Closing, Seller shall maintain the
               insurance it is carrying in connection with the operation of the
               Dealership and the Assets, including (without limitation)
               property damage insurance, general public liability insurance,
               and group health insurance.  Schedule 12(k) will contain a
               complete list and description of all insurance carried by Seller.
               Seller shall cooperate with Buyer's insurance representative
               prior to the Closing.  Seller shall obtain discontinued
               operations insurance in amounts and with a company that is
               reasonably satisfactory to Buyer and shall furnish Buyer with
               evidence of such insurance.

          (l)  UTILITY AND TELEPHONE SERVICE.   Seller agrees to sign over all
               utility and telephone services, including telephone numbers, to
               Buyer. Seller agrees to allow Buyer to assume all utility and
               telephone deposits, provided that Buyer shall pay to Seller the
               amount of any such assumed deposits.  Seller agrees to use its
               best efforts to assure that there will be no breaks or
               discontinuances of any utility or telephone services upon
               Closing.



     13.  BUYER'S OBLIGATIONS PRIOR TO CLOSING.

          (a)  DUE DILIGENCE.  Buyer shall conduct all investigations, reviews
               and inspections of the business, operations, properties, assets,
               revenues, earnings, liabilities, and condition (financial or
               otherwise) of Seller which Buyer and Buyer's representatives deem
               necessary or desirable to make an informed and reasonable
               decision to complete the transactions contemplated by this
               Agreement.  Buyer hereby expressly acknowledges and agrees that
               in purchasing the Assets from the Seller, it is relying solely
               upon the results of its own due diligence and is not relying upon
               any representations or warranties, express or implied, written or
               oral, of the Seller, Shareholder, or any of their respective
               employees, agents or representatives, except as expressly set
               forth in this Agreement.

          (b)  FURTHER ASSURANCES.  Buyer shall from time to time, upon the
               request of Seller,  execute and deliver to Seller such further
               instruments and take such further action as Seller may reasonably
               request, in order to consummate the transactions contemplated by
               this Agreement as expeditiously as possible.

                                        19
<PAGE>

     14.  BUYER'S AND SELLER'S OBLIGATIONS PRIOR TO CLOSING.

          (a)  ASSISTANCE.   Both Buyer and Seller each agree to use their best
               efforts to create a workable, smooth and orderly transition
               between Seller's and Buyer's operation of the Dealership.

          (b)  HART-SCOTT-RODINO NOTIFICATION.   Promptly after the execution
               and delivery of this Agreement, the parties shall, if and to the
               extent required by law, file all reports or other documents
               required or requested by the Federal Trade Commission ("FTC") or
               the United States Department of Justice ("Justice Department")
               under the Act, and all regulations promulgated thereunder,
               concerning the transactions contemplated hereby, and comply
               promptly with any requests by the FTC or Justice Department for
               additional information concerning such transactions, so that the
               waiting period specified in the Act will expire as soon as
               reasonably possible after the execution and delivery of this
               Agreement. The parties agree to furnish to one another such
               information concerning the Buyer, the Seller, the Shareholder and
               the Dealership as the parties need to perform their obligations
               hereunder. The Buyer agrees to pay all filing fees and costs due
               governmental agencies with regard to the notification under and
               compliance with the Act and all regulations promulgated
               thereunder.

          (c)  INVENTORIES.   Prior to Closing, Buyer and Seller shall conduct a
               physical inventory of the Used Vehicles, New Vehicles, Parts, and
               Fixed Assets owned by the Seller and shall determine the values
               thereof in the following manner:

               (i)  Seller and Buyer shall agree to the value of the Used
                    Vehicle inventory of the Dealership. If Buyer and Seller
                    fail to agree on the value of any Used Vehicle, Seller shall
                    retain it and remove it from the Dealership.

               (ii) Buyer and Seller shall calculate the value of the New
                    Vehicle inventory of the Dealership. The value of each new
                    vehicle shall be the cash sum equal to the distributor's
                    original invoice price (excluding any Seller internal
                    profit) to the Dealership, less any factory hold back
                    rebate, any other factory rebate or incentive which the
                    Dealership may have received, or to which the Dealership is
                    or may become entitled to receive, advertising credits and
                    interest credits, plus performed PDI at Seller's cost
                    (excluding any internal profit), options added at Seller's
                    costs (excluding any internal profit), and any freight and
                    handling charges. All demonstrators shall be valued for a
                    cash sum equal to an amount as calculated above, less

                                        20
<PAGE>

                    $.25 per mile on the odometer for depreciation for
                    demonstration service, provided that demonstrators having
                    more than 2,000 miles on the odometer be treated as a
                    Used Vehicle.  The value of any New Vehicle shall be
                    decreased by an amount equal to Seller's cost (excluding
                    any internal profit) of repair for any physically damaged
                    vehicle and by the cost of any accessories, equipment or
                    parts that are missing.

             (iii)  Seller and Buyer shall calculate the value of the Parts
                    inventory, based on the cost of the parts and accessories
                    set forth in the then-current dealer parts and accessories
                    price schedule for Honda.

               (iv) Seller and Buyer shall agree to the value of the Fixed
                    Assets of the Dealership.  If Buyer and Seller fail to agree
                    on the value of any Fixed Asset, Seller shall retain it and
                    remove it from the Dealership.

          (d)  WARRANTY MAINTENANCE.  Buyer and Seller acknowledge that Seller
               both provides and has imposed on it by operation of law limited
               warranties with respect to certain vehicles sold by it and
               certain services functions performed by it (the "Limited
               Warranties") in addition to any factory warranties provided by
               Honda, and agree that Buyer shall not assume any obligations
               under the Limited Warranties which pertain to vehicles sold and
               service functions performed by Seller prior to the Closing Date;
               provided, however, that Buyer agrees that it will cause the
               performance of any and all maintenance and repair work necessary
               to comply with the terms of the Limited Warranties and factory
               warranties (at Buyer's normal retail rates) following receipt of
               approval of the applicable warranty insurer.  In the event such
               approval is not received, Buyer shall seek such approval from
               Seller.  All costs, losses and expenses incurred by the Buyer in
               executing such maintenance and repair work, including (without
               limitation) parts and labor, shall be the responsibility of the
               warranty insurer or Seller.  In the event Seller approves such
               work, Seller shall have fifteen (15) days after receipt of
               Buyer's invoice to pay such costs and expenses.

          (e)  PURCHASE OF PARTS AND USED VEHICLES.  In the event Buyer and
               Seller enter into  a management agreement that provides for Buyer
               to manage the Dealership prior to the Closing Date (the
               "Management Agreement"), on the effective date of the Management
               Agreement Buyer shall purchase from Seller the Parts and the Used
               Vehicles for the values determined in accordance with
               subparagraph 14(c).  Notwithstanding anything contained in this
               Agreement to the contrary, in the event this Agreement expires or
               terminates, Seller shall repurchase (for cash and free of all
               liens, claims and other encumbrances, and for the values of the
               Parts and Used Vehicles as determined in accordance with
               subparagraph 14(c)) any of the Used Vehicles

                                        21
<PAGE>
               or Parts purchased by Buyer that are still owned by Buyer.

     15.   CONDITIONS PRECEDENT TO OBLIGATION OF THE BUYER.   The obligation of
the Buyer to effect the transactions contemplated hereby shall be subject, at
its option, to the fulfillment prior to the Closing Date of the following
conditions, each of which can be waived by the Buyer:

          (a)  REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING.  All
               representations and warranties made by the Seller and the
               Shareholder in or pursuant to this Agreement shall be true and
               correct on the date hereof and on the Closing Date with the same
               affect as though such representations and warranties were made on
               the Closing Date, except to the extent that such representations
               and warranties expressly relate to any earlier date.

          (b)  COMPLIANCE WITH AGREEMENT.   The Seller and the Shareholder shall
               have fully performed and strictly complied with all of their
               covenants, agreements, conditions and obligations under this
               Agreement to be performed or complied with by Seller or
               Shareholder on or prior to the Closing Date.

          (c)  THIRD PARTY CONSENTS.   This Agreement and the transactions
               contemplated hereby shall have received all approvals, consents,
               authorizations, and waivers from governmental and other
               regulatory agencies and other third parties, including lenders,
               lessors, and Honda,  required to consummate the transactions
               contemplated by this Agreement. Without limiting the generality
               of the foregoing, Honda must approve Buyer, without conditions,
               as the dealer for Las Vegas Honda in Las Vegas, Nevada prior to
               Closing.

          (d)  ABSENCE OF LITIGATION.   No action, suit or proceeding before any
               court or any governmental body or authority pertaining to the
               transactions contemplated by this Agreement, or to their
               consummation, shall have been instituted or threatened on or
               before the Closing Date.

          (e)  AUDIT.   Price Waterhouse shall have timely performed the Audit,
               prepared the Audited Financial Statements, and delivered a copy
               of the Audited Financial Statements to Buyer.

          (f)  PHYSICAL INVENTORY.   Buyer and Seller shall have jointly
               conducted a physical inventory of the Fixed Assets, Parts, New
               Vehicles, and Used Vehicles, the results of which are
               satisfactory to Buyer.

          (g)  APPROVAL OF DOCUMENTATION.   The form and substance of all
               Schedules, certificates, instruments and other documents required
               to be delivered to the Buyer under this Agreement shall be
               satisfactory in all reasonable respects to Buyer and its counsel.

                                        22
<PAGE>

          (h)  HART-SCOTT-RODINO ACT.   The applicable waiting period under the
               Act, and regulations promulgated thereunder, shall have expired.

          (i)  NO ADVERSE CHANGE.   Buyer shall have determined, to its
               satisfaction, that as of the Closing Date, there have been no
               material adverse changes in the business, operations, properties,
               assets, revenues, earnings, liabilities, or condition (financial
               or otherwise), of Seller or the Dealership.

          (j)  DUE DILIGENCE.   Based on such examinations and inquiries as
               Buyer shall have made or shall have caused to be made, the
               business, operations, properties, assets, revenues, earnings,
               liabilities, and condition (financial or otherwise) of Seller and
               the Dealership shall be satisfactory to Buyer, in Buyer's sole
               judgment and discretion.

          (k)  ENVIRONMENTAL SITE AUDIT.   Buyer shall have received an
               environmental site audit on the Premises.  If the environmental
               site audit discloses an environmental condition which could
               reasonably be expected to result in any liability, cost, or
               expense to the owner, occupier, or operator of the Premises
               arising under any Environmental Laws, then the Seller shall cure
               such environmental condition and obtain a "No Further Action"
               letter from the Environmental Protection Agency and any
               applicable state agency.

          (l)  ADDITIONAL INFORMATION.   Seller and Shareholder shall furnish to
               Buyer and Buyer's counsel such additional information,
               certificates, and other documents as Buyer shall have reasonably
               requested.

          (m)  POST 1997 LETTER.  Price Waterhouse shall have prepared the Post
               1997 Letter and delivered it to Buyer.
          (n)  PRICE WATERHOUSE CERTIFICATE.  Seller and Shareholder shall have
               executed a certificate in such form as Price Waterhouse shall
               reasonably request.

          (o)  INVESTMENT LETTER.  Seller shall have executed an Investment
               Letter, in the form of Exhibit "J" hereto.

          (p)  REGISTRATION RIGHTS AGREEMENT.  Seller shall have executed a
               Registration Rights Agreement (the "Registration Rights
               Agreement"), in the form of Exhibit "K" hereto.

          (q)  CLOSING.  Upon closing of the transactions contemplated by this
               Agreement, the conditions precedent to Buyer's obligation to
               close shall be deemed to have been satisfied or waived, provided
               that Buyer shall not be deemed to have waived the Buyer's rights
               under paragraph 11 or 17 of this Agreement.

                                        23
<PAGE>

     16.  CONDITIONS PRECEDENT TO OBLIGATION OF THE SELLER.   The obligation of
the Seller to effect the transactions contemplated by this Agreement shall be
subject, at its option, to the fulfillment prior to the Closing Date of the
following  conditions, each of which can be waived by the Seller:

          (a)  REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING.     All
               representations and warranties made by the Buyer in or pursuant
               to this Agreement shall be true and correct on the date hereof
               and on the Closing Date with the same affect as though such
               representations and warranties were made on the Closing Date,
               except to the extent that such representations and warranties
               expressly relate to any earlier date.

          (b)  COMPLIANCE WITH AGREEMENT.  The Buyer shall have performed and
               complied with all of its obligations under this Agreement that
               are to be performed or complied with by it on or prior to the
               Closing Date.

          (c)  DELIVERY OF PURCHASE PRICE.  The Seller shall have received the
               Purchase Price.

          (d)  APPROVAL OF DOCUMENTATION.   The form and substance of all
               certificates, instruments and other documents required to be
               delivered to Seller under this Agreement shall be satisfactory in
               all reasonable respects to Seller and its counsel.

          (e)  REGISTRATION RIGHTS AGREEMENT.  Buyer shall have executed the
               Registration  Rights Agreement.

          (f)  ADDITIONAL INFORMATION.   Buyer shall furnish to Seller and
               Seller's counsel such additional information, certificates, and
               other documents as Seller shall have reasonably requested.
          (g)  CLOSING.  Upon closing of the transactions contemplated by this
               Agreement, the conditions precedent to Seller's obligation to
               close shall be deemed to have been satisfied or waived, provided
               that Seller shall not be deemed to have waived Seller's rights
               under paragraph 11 or 18 of this Agreement.

          (h)  THIRD PARTY CONSENTS.  This Agreement and the transactions
               contemplated hereby shall have received all approvals, consents,
               authorizations, and waivers from governmental and other
               regulatory agencies and other third parties, including lenders,
               lessors, and Honda, required to consummate the transactions
               contemplated by this Agreement.  Without limiting the generality
               of the foregoing, Honda must approve Buyer, without conditions,
               as the dealer for Las Vegas Honda in Las Vegas, Nevada prior to
               Closing.

     17.  SELLER'S AND SHAREHOLDER'S OBLIGATIONS AFTER CLOSING.

                                        24
<PAGE>

          (a)  INDEMNITY BY SELLER AND SHAREHOLDER.  Seller and Shareholder
               (jointly and severally) shall indemnify, defend and hold Buyer
               harmless from and against any and all liabilities, damages,
               losses, claims, costs and expenses, including (without
               limitation) reasonable attorneys' fees (i) arising out of or
               resulting from any breach of any warranty or representation made
               by Seller or Shareholder in this Agreement or the non-performance
               of any covenant or obligation of Seller or Shareholder under this
               Agreement, (ii) arising out of or resulting from Seller's
               operation of the Dealership prior to the Closing Date, and (iii)
               any condition, activity or event occurring prior to the Closing
               Date, including (without limitation) any condition, activity, or
               event that violates any Environmental Laws.

               Shareholder's liability under this indemnity shall be limited in
               an aggregate amount equal to (i) the final purchase price paid by
               Buyer to Seller, less (ii) any actual amounts recovered by Buyer
               from Seller.  Buyer shall be obligated to exhaust all recourse
               and remedy under the law and in equity against Seller before any
               recourse may be had against Shareholder under this indemnity.

          (b)  SELLER'S AND SHAREHOLDER'S NONDISCLOSURE OF CONFIDENTIAL
               INFORMATION.  Both the Seller and the Shareholder recognize and
               acknowledge that they have in the past, they currently have, and
               in the future may possibly have access to certain confidential
               information of the Dealership, including, but not limited to,
               lists of accounts, operational policies, and pricing and cost
               policies that are valuable, special and unique assets of the
               Dealership (the "Confidential Information). The Seller and the
               Shareholder agree that they will not disclose such Confidential
               Information to any person or entity for any purpose or reason
               whatsoever, except to authorized representatives of the Buyer or
               Seller, or as required by law, unless such Confidential
               Information becomes known to the public generally through no
               fault of the Seller or Shareholder, or the parties mutually agree
               to such disclosure. In the event of a breach or threatened breach
               by the Seller or Shareholder of the provisions of this
               subparagraph, the Buyer shall be entitled to an injunction
               restraining the Seller or Shareholder from disclosing, in whole
               or in part, such Confidential Information. Nothing herein shall
               be construed as prohibiting the Buyer from pursuing any other
               available remedy for such breach or threatened breach, including
               the recovery of damages.

          (c)  HOLDBACKS AND INCENTIVES.  All holdbacks and incentives
               applicable to vehicles accepted by Seller prior to the Closing
               Date or applicable to vehicles accepted by Buyer after the
               Closing Date, which are received by Seller after Closing, will be
               paid to the Buyer by Seller  within ten (10) days after receipt
               of such holdback or incentive by Seller.

                                        25
<PAGE>

          (d)  SHAREHOLDER'S AND SELLER'S COVENANT NOT TO SOLICIT EMPLOYEES OF
               BUYER. Neither the Shareholder nor the Seller will individually,
               collectively or in conjunction with others, directly or
               indirectly, for a term of three (3) years from the Closing Date
               (the "Restricted Period"), within the Las Vegas or Henderson,
               Nevada metropolitan areas (the "Restricted Area"), directly or
               indirectly solicit or hire any employee of the Buyer or encourage
               any such employee to leave such employment unless such employee
               has already terminated such employment with the Buyer or the
               Buyer and the Seller have mutually agreed in advance to the
               solicitation or employment. The Seller and the Shareholder also
               agree that in the event of breach of these covenants, the Buyer
               may protect its property rights by injunction or otherwise.

     18.  BUYER'S OBLIGATIONS AFTER CLOSING.

          (a)  INDEMNITY BY BUYER.  Buyer shall indemnify, defend and hold
               Seller harmless from and against any and all liabilities,
               damages, losses, claims, costs and expenses, including (without
               limitation) reasonable attorneys' fees (i) arising out of or
               resulting from any breach of warranty or representation made by
               Buyer in this Agreement or the non-performance of any covenant or
               obligation of Buyer under this Agreement, or (ii) arising out of
               or resulting from Buyer's operation of a Honda dealership at the
               Premises on or after the Closing Date.

          (b)  BUYER'S NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Buyer
               recognizes and acknowledges that it has in the past, it currently
               has, and in the future may possibly have access to the
               Confidential Information.  Prior to Closing and thereafter if the
               transactions contemplated by this Agreement do not close, the
               Buyer agrees that it will not disclose such Confidential
               Information to any person or entity for any purpose or reason
               whatsoever, except to affiliated entities and authorized
               representatives of the Buyer, or as required by law, unless such
               Confidential Information becomes known to the public generally
               through no fault of the Buyer. In the event of a breach or
               threatened breach by the Buyer of the provisions of this
               subparagraph, the Seller shall be entitled to an injunction
               restraining the Buyer from disclosing, in whole or in part, such
               Confidential Information. Nothing herein shall be construed as
               prohibiting the Seller from pursuing any other available remedy
               for such breach or threatened breach, including the recovery of
               damages.

     19.  EMPLOYEES.

          (a)  Seller will terminate Seller's employees as of the Closing
               Date. Buyer shall have no obligation to employ any of Seller's
               employees from and after the Closing Date, but may employ such
               persons on such terms and conditions as may be mutually
               agreeable with each employee and Buyer.  At Buyer's

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<PAGE>

               request, Seller shall introduce Buyer to each of its
               employees.  Within ten (10) days after the date of this
               Agreement, Seller shall deliver to Buyer a copy of all of
               its employee manuals, policies and procedures. Except as
               set forth on Schedule 9(a)(x), Seller has no employment
               agreement, service contract, collective bargaining
               agreement or other similar arrangement with any
               employees, agents or independent contractors which is not
               subject to termination without penalty upon not more than
               thirty (30) days prior written notice.  Seller shall pay
               all of Seller's obligations to its employees arising
               prior to the Closing Date, including (without limitation)
               wages and related payroll expenses, vacation pay, sick
               pay, medical and dental benefits, if any, and any other
               benefits. If any of such liabilities and obligations
               remain unpaid after the Closing Date, Seller shall
               promptly pay them with their own funds and Buyer shall
               have no liability therefor.

          (b)  EMPLOYEE LIST.   To the extent not set forth in Schedule 9(a)(x),
               Seller agrees to provide, at least ten (10) days prior to
               Closing, a list of all employees of the Seller. Such list shall
               contain the employee's name, employment description,
               compensation or formula for computing such compensation, accrued
               vacation pay and tentative vacation plans.

     20.  BROKER'S COMMISSION.    Buyer and Seller agree to pay the Broker's
commission of $450,000 in the following proportions:

          (a)  Seller - $300,000

          (b)  Buyer - $150,000

     21.  TAXES.

          (a)  TAX RETURNS AND AUDITS.  Seller represents and warrants that it
               has paid all taxes, assessments and penalties due and payable by
               it in connection with the Assets and the operation of Dealership.
               Seller shall be responsible for any and all federal, state,
               county and local taxes for any period prior to the Closing Date,
               whether or not disputed.  To the best of Seller's knowledge,
               there are no present disputes as to taxes of any nature payable
               in connection with the operation of the Dealership.

          (b)  SALES AND TRANSFER TAXES.  All sales and transfer taxes, if any,
               incurred in connection with the transfer of the Assets
               contemplated hereby shall be borne by the Buyer.

          (c)  PROPERTY TAXES.  All state and local real and personal property
               taxes, if any, applicable to the Assets or due pursuant to the
               Lease shall be prorated between Buyer and Seller as of the
               Closing Date.

                                        27
<PAGE>

          (d)  TAX CLEARANCES.  Seller shall provide Buyer with certificates of
               clearance or releases from any applicable governmental authority
               showing that all sales and employment taxes owed by Seller have
               been paid as of Closing.

     22.  USE OF THE NAME "LAS VEGAS HONDA".  The Seller and the Shareholder
consent for all purposes to the Buyer's continued use of the "Las Vegas Honda"
name  ( the "Name").  Buyer shall not be obligated to use the Name.  Neither
Seller nor Shareholder shall be prohibited from using the Name if Buyer ceases
using the Name within the Restricted Area. The parties acknowledge that the
Dealership's television, radio and print advertisements aimed at the Restricted
Area may also be broadcast or distributed outside the Restricted Area, and the
Seller and the Shareholder agree such advertisements shall not be a violation of
this Agreement; and

          (a)  No separate consideration, over and above the Purchase Price, is
               owed by the Buyer to the Seller or the Shareholder for this
               consent to use the Name as provided herein.

          (b)  As soon as practicable after the Closing, the Seller agrees to
               file any instruments or documents with the Nevada Secretary of
               State or the County Clerk of Clark County , Nevada that are
               necessary to allow Buyer to use the Name.  The parties mutually
               agree to take other reasonable steps as from time to time may be
               appropriate to avoid confusion and mistake by third parties as to
               their respective corporate identities.

          (c)  The Buyer's right to use the Name in the Restricted Area shall be
               binding on the Seller as well as the Shareholder and on all of
               their heirs, administrators, executors, assignees, licensees,
               transferees and successors in interest, and every such sale,
               assignment, license or transfer entered into by either the Seller
               or the Shareholder shall be expressly subject to the Buyer's
               continued right to use the Name in the Restricted Area as
               provided in this Agreement.

          (d)  Any other provisions hereof to the contrary notwithstanding,
               Buyer's right to continued use of the Name shall absolutely
               terminate on the first to occur of (i) the termination of this
               Agreement, (ii) the mutual agreement of the Seller and the Buyer
               after Closing, or (iii) the Buyer's cessation of use thereof in
               the Restricted Area.

     23.  TERMINATION.   This Agreement may be terminated as follows:

          (a)  MUTUAL CONSENT.  This Agreement may be terminated by the written
               consent of the parties.

          (b)  BY THE BUYER.  This Agreement may be terminated by written notice
               of

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<PAGE>

               termination given by the Buyer to the Seller and Shareholder
               if (i) all of the conditions set forth in paragraph fifteen (15)
               are not satisfied or waived by Buyer prior to the Closing Date,
               or (ii) there shall occur any material default or failure on the
               part of the Seller or the Shareholder to perform any obligations
               of Seller or Shareholder set forth herein, and such default or
               failure has not been waived by Buyer.

          (c)  BY THE SELLER AND THE SHAREHOLDER.   This Agreement may be
               terminated by written notice of termination given by the Seller
               and the Shareholder to the Buyer if  (i) all of the conditions
               set forth in paragraph sixteen (16) are not satisfied or waived
               by Seller and Shareholder, prior to the Closing Date, or (ii)
               there shall occur any material default or failure on the part of
               the Buyer to perform any of its obligations set forth herein, and
               such default or failure has not been waived by Seller and
               Shareholder.

     24.  GENERAL PROVISIONS

          (a)  ENTIRE AGREEMENT.   This Agreement contains and constitutes the
               entire agreement between the parties regarding the subject matter
               hereof and supersedes all prior agreements and understandings
               between the parties relating to the subject matter of this
               Agreement. There are no agreements, understandings, restrictions,
               warranties or representations between the parties relating to the
               subject matter hereof other than those set forth in this
               Agreement. This instrument is not intended to have any legal
               effect whatsoever, or to be a legally binding agreement, or any
               evidence thereof, until it has been signed by the Seller, the
               Shareholder and the Buyer.

          (b)  THIRD PARTY CONSENTS.   The Seller and the Buyer mutually agree
               to cooperate and use their respective best efforts to prepare all
               documentation, to effect all filings and to obtain all permits,
               consents, approvals and authorizations of all third parties and
               governmental bodies as may be necessary to consummate the
               transactions contemplated by this Agreement.

          (c)  EXHIBITS.   Preliminary drafts of all Schedules (except Schedules
               1(h) and 5) and Exhibits C,D,E, and F shall be prepared by the
               Seller on or before January 15, 1998, and delivered to Buyer for
               Buyer's review.  Preliminary drafts of Schedules 1(h) and 5 and
               Exhibits A, B, G, H and I shall be prepared by Buyer on or before
               January 15, 1998, and delivered to Seller for Seller's review.
               Final Schedules and Exhibits shall be prepared by the party that
               prepared the preliminary drafts and approved by all of the
               parties prior to Closing.  When approved by the parties to this
               Agreement, the schedules and exhibits shall be made a part of
               this Agreement by reference.

               SCHEDULES:
               Schedule 1 (a) - Fixed Assets

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<PAGE>

               Schedule 1 (g)       - Intellectual Property
               Schedule 1 (h)       - Contracts
               Schedule 5           - Allocation of Purchase Price
               Schedule 9 (a)(vi)   - Licenses
               Schedule 9 (a)(ix)   - Litigation
               Schedule 9 (a)(x)    - Employment Contracts and Benefit Plans
               Schedule 9 (a)(xii)  - Consents to Consummation
               Schedule 9 (a)(xvi)  - Borrowed Monies
               Schedule 9 (a)(xvii) - No Changes
               Schedule 12(k)       - Insurance

               EXHIBITS:
               Exhibit "A" - The Lease
               Exhibit "B" - The Note
               Exhibit "C" - Warranty Bill of Sale
               Exhibit "D" - Assignment
               Exhibit "E" - Seller's Certificate
               Exhibit "F" - Seller's Counsel Opinion
               Exhibit "G" - Guaranty of the Note
               Exhibit "H" - Guaranty of the Lease
               Exhibit "I" - Buyer's Counsel Opinion
               Exhibit "J" - Investment Letter
               Exhibit "K" - Registration Rights Agreement

          (d)  FURTHER ACTIONS.  From time to time, as and when requested by any
               party hereto, the other parties shall execute and deliver, or
               cause to be executed and delivered, all such documents and
               instruments and shall take, or cause to be taken, all such
               further or other actions as the requesting party may reasonably
               deem necessary or desirable to consummate the transactions
               contemplated by this Agreement.

          (e)  PUBLICITY.  The parties hereto agree that no public release or
               announcement concerning the terms of the transactions
               contemplated by this Agreement shall be issued by any party
               without the prior written consent of the other parties (which
               consent shall not unreasonably be withheld), except as such
               release or announcement may be required by law, in which case the
               party required to make the release or announcement shall allow
               the other parties reasonable time to comment on such release or
               announcement in advance of such issuance.

          (f)  AMENDMENT.  This Agreement may not be amended, modified or
               terminated except by an instrument in writing signed by all the
               parties to this Agreement.

          (g)  GOVERNING LAW.  This Agreement shall be construed, enforced and
               governed in accordance with the laws of the State of Nevada.

                                        30
<PAGE>

          (h)  CONSTRUCTION.  All pronouns and any variations thereof shall be
               deemed to refer to the masculine, feminine or neuter gender
               thereof or to the plurals of each, as the identity of the person
               or persons or the context may require. The descriptive headings
               contained in this Agreement are for reference purposes only and
               are not intended to describe, interpret, define or limit the
               scope, extent or intent of this Agreement or any provision
               contained in this Agreement.

          (i)  INVALIDITY.  If any provision contained in this Agreement shall
               for any reason be held to be invalid, illegal, void or
               unenforceable in any respect, such provision shall be deemed
               modified so as to constitute a provision conforming as nearly as
               possible to such invalid, illegal, void or unenforceable
               provision while still remaining valid and enforceable; and the
               remaining terms or provisions contained herein shall not be
               affected thereby.

          (j)  BINDING EFFECT AND ASSIGNMENT.  This Agreement shall be binding
               upon, and shall inure to the benefit of, the parties hereto and
               their respective heirs, executors, administrators, successors,
               and permitted assigns.  Buyer may assign its rights under this
               Agreement to an affiliated entity, and the Buyer and its assignee
               shall be fully obligated, responsible and liable for performance
               of the Buyer's obligations hereunder regardless of any such
               assignment. The Seller and the Shareholder may not assign any of
               their rights or delegate any of their obligations hereunder. Any
               assignment in violation hereof shall be void.

          (k)  SURVIVAL OF OBLIGATIONS.  To the extent necessary to carry out
               the terms and provisions of this Agreement, the obligations and
               rights arising from or related to this Agreement shall survive
               the Closing and shall not be merged into the various documents
               executed and delivered at Closing.  Seller and Shareholder shall
               be jointly and severally liable for all of Seller's obligations
               under this Agreement.

          (l)  ATTORNEYS' FEES.  In the event any party institutes litigation to
               enforce or protect its rights under this Agreement, the party
               prevailing in any such litigation shall be entitled, in addition
               to all other relief, to reasonable attorneys' fees, out-of-pocket
               costs and disbursements relating to such litigation.

          (m)  NOTICES.   All notices and other communications hereunder shall
               be in writing, dated with the current date of such notice and
               signed by the party giving such notice. Notices shall be deemed
               to be duly received (i) on the date given or delivered personally
               or by telecopy or telex, or (ii) on the earlier of the date
               received or three business days after

                                        31
<PAGE>

               proven mailing, when mailed by registered or certified
               mail (return receipt requested), to the parties at the
               following addresses (or at such other address for a party
               as shall be specified by like notice):

                    if to Buyer:

                    Sahara Imports, Inc.
                    1201 S. Taylor Street
                    Amarillo, Texas 79101
                    Attn: R. Wayne Moore

                    if to Seller:

                    Vinci, Inc.
                    1700 E. Sahara
                    Las Vegas, Nevada 89104
                    Attn: Ronald C. Vinci

                    if to Shareholder:

                    Ronald C. Vinci
                    578 Johnson Drive
                    Aspen, Colorado 81611

          (n)  DEFINITION OF KNOWLEDGE.  As used in this Agreement, the Seller's
               or the Shareholder's "knowledge" shall include the knowledge of
               the Shareholder and the employees and agents of the Seller. Each
               representation and warranty that is limited to the Seller's or
               the Shareholder's "knowledge" is made with the understanding that
               the Seller or the Shareholder has examined whatever sources of
               information as are in the possession or control of the Seller or
               the Shareholder in order to verify the truth and accuracy of such
               representation and warranty.

          (o)  EXPENSES.  Whether or not the transactions contemplated hereby
               are consummated, each of the parties to this Agreement shall be
               responsible for his or its own costs and expenses incurred in
               connection with the preparation and negotiation of this
               Agreement.

          (p)  TIME IS OF THE ESSENCE. Time shall be of the essence with respect
               to this Agreement and the consummation of the transactions
               contemplated hereby.

          (q)  WAIVER.   No waiver of any breach or default hereunder shall be
               considered valid unless in writing and signed by the party giving
               such waiver, and no such waiver shall be deemed a waiver of any
               subsequent breach or default of

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<PAGE>

               the same or similar nature.

          (r)  MEDIATION.  If a dispute arises out of or relates to this
               Agreement, or the breach thereof, and if the dispute cannot be
               settled through negotiation, the parties agree first to try in
               good faith to settle the dispute by mediation administered by the
               American Arbitration Association under its Commercial Mediation
               Rules before restoring to arbitration, litigation, or some other
               dispute resolution procedure.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

BUYER:                                 SELLER

SAHARA IMPORTS, INC.,                  VINCI
a Nevada corporation                   a Nevada corporation


By:                                    By:
   --------------------------             ---------------------------
    Bill Gilliland, President              Ronald C. Vinci, President



                                       SHAREHOLDER:

                                       ------------------------------
                                        Ronald C. Vinci


                                       33