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                                                                     EXHIBIT 2.3

                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 28th day of February, 1997, by and among CROSS-CONTINENT AUTO RETAILERS,
INC., a Delaware corporation ("Purchaser"), JACK BIEGGER, DALE EDWARDS, and
SAHARA DATSUN, INC., a Nevada corporation, dba JACK BIEGGER NISSAN (the
"Company").

                                    RECITALS

     A. Jack Biegger and Dale Edwards are the owners of all of the issued and
outstanding shares of capital stock of the Company (the "Shares").

     B. Jack Biegger and Dale Edwards shall hereinafter be collectively referred
to as the "Sellers" and individually as a "Seller".

     C. Purchaser desires to purchase all of the Shares, and Sellers desire to
sell the Shares to Purchaser, for the consideration, upon the terms and subject
to the conditions set forth in this Agreement.

                                   AGREEMENT

     For and in consideration of the mutual covenants, agreements,
representations, and warranties set forth in this Agreement, Purchaser, Sellers,
and the Company agree as follows:

     1. PURCHASE AND SALE OF THE SHARES.   Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing (hereinafter defined)
each Seller shall sell, transfer, convey, assign, and deliver to the Purchaser,
and Purchaser shall purchase, acquire and accept from each Seller, all of the
Shares owned by such Seller, free and clear of all security interests, liens,
pledges, options, rights of first refusal, or other claims, encumbrances,
agreements, arrangements or commitments of any kind or character, whether
written or oral.

     2. PURCHASE PRICE.   The purchase price to be paid by Purchaser to Sellers
for the Shares  shall be $11,600,000 (the "Purchase Price"), subject to the
adjustment set forth in Paragraph 3 of this Agreement.

     3. ADJUSTMENTS TO THE PURCHASE PRICE.   The Purchase Price shall be
adjusted as follows:

     In the event the 1996 Earnings (hereinafter defined) are less than
     $3,100,000, the Purchase Price shall be reduced by an amount equal to 3.74
     times the difference between $3,100,000 and the 1996 Earnings. As used in
     this Agreement, the term "1996 Earnings" shall mean the amount of the
     Company's 1996 net profit before income taxes as shown on the Company's
     income statement for 1996 in the Audited Financial Statements (hereinafter
     defined), plus (a) salaries in the aggregate amount of $368,752.00 paid to
     Jack Biegger and Dale Edwards during 1996, and (b) a LIFO adjustment in the
     amount of $111,000.00.
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     4. PAYMENT OF PURCHASE PRICE.   At Closing Purchaser shall pay the Purchase
Price, as adjusted, as follows:

        a. Cash in the amount of $9,000,000, less the adjustments set forth in
           Paragraph 3 of this Agreement, to Sellers.

        b. Purchaser shall issue to Sellers the number of shares of restricted
           common stock of Purchaser that, when multiplied by the closing price
           for the stock of Purchaser quoted in the Wall Street Journal for the
           last business day immediately preceding the date that the
           transactions contemplated by this Agreement is announced to the
           public by Purchaser (the "Pricing Date"), will equal $2,000,000.
           Purchaser shall not issue any fractional shares and shall pay Sellers
           cash in lieu of any fractional shares based on the closing price for
           the stock of Purchaser quoted in the Wall Street Journal for the
           Pricing Date.

        c. Purchaser shall execute and deliver a promissory note (the "Note") to
           Sellers in the original principal amount of $600,000, payable in
           sixty (60) equal monthly installments, bearing interest at the
           allowed lowest rate under the Internal Revenue Code for installment
           sales, in substantially the form attached hereto as Exhibit "A". The
           Note shall provide that Purchaser may offset (for a period of two (2)
           years after the Closing Date), any accounts receivable or notes
           receivable listed on Exhibit "O" that are not collected when due, any
           contracts in transit listed on Exhibit "R" that are not collected
           when due, any parts and accessories listed on Exhibit "E" that are in
           the current Nissan Motor Corporation price list and that are returned
           by the Company and are not accepted by the manufacturer, and any
           Claims (hereinafter defined) that are recovered against the Company;
           against any amounts due to Sellers under the Note.


Each component of the Purchase Price shall be allocated between the Sellers as
follows:

        Jack Biegger  60%
        Dale Edwards  40%

     5. CLOSING.   Subject to the terms and conditions set forth in this
Agreement, the closing ("Closing") of the purchase and sale of the Shares shall
take place at the offices of Singer, Brown & Barringer, 520 S. Fourth Street,
Las Vegas Nevada 89101, or at such other place as may be mutually agreed upon by
Purchaser and Sellers, 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 May 10, 1997 (effective as of April 30, 1997).  The date on which
the Closing is to occur is hereinafter referred to as the "Closing Date."  Any
other provision of this Agreement to the contrary notwithstanding, if Sellers
have not obtained the consent of Nissan Motor Corporation, U.S.A. prior to April
30, 1997, either Purchaser or Sellers shall have the right to extend the Closing
Date thirty (30) days by giving written notice to the other parties.

     6. CLOSING OBLIGATIONS.

        a. At Closing the Purchaser shall deliver to the Sellers (i) the cash
           described in subparagraph 4(a), (ii) the restricted common stock of
           Purchaser described in subparagraph 4(b), (iii) the Note executed by
           the Purchaser, and (iv) the Registration Rights Agreement
           (hereinafter defined) executed by the Purchaser. At Closing,
           Purchaser shall deliver to Sellers such additional information,
           certificates, and other documents as Sellers shall have reasonably
           requested.

        b. At Closing the Sellers shall deliver to the Purchaser (i) stock
           certificates representing the Shares in duly transferable form, (ii)
           such other documents and

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           instruments as Purchaser may reasonably request in order to vest in
           Purchaser good, absolute, and marketable title to the Shares and to
           any and all other right, title, interest, claim, or demand of any
           kind that Sellers may have in the properties, assets, or business of
           the Company, (iii) the Amendment executed by the Company, (iv) the
           opinions of counsel described in subparagraph 10(n) of this
           Agreement, (v) an Investment Letter (hereinafter defined) executed by
           each Seller, (vi) the Registration Rights Agreement executed by the
           Sellers, (vii) that certain promissory note dated September 16, 1996,
           executed by the Company, payable to the order of The Jack Biegger
           Revocable Living Trust, marked "Paid," (viii) that certain promissory
           note dated September 16, 1996, executed by the Company, payable to
           the order of The Dale M. Edward Revocable Family Trust, marked
           "Paid," and (ix) the Amendment (hereinafter defined). Sellers shall
           use their best efforts to obtain and deliver to the Purchaser at
           Closing employment contracts executed by Jeff Pastorini, Mark Evans,
           Ed Cox, Barbara Askin, Ron Ragona, Jerry Brown, Carl Vance, Alan
           Pope, Arthur Fordonski and Hal Houssein. At Closing each Seller and
           the Company shall deliver to Purchaser such additional information,
           certificates, and documents as Purchaser shall have reasonably
           requested.

     7. REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY.   The
Sellers and the Company jointly and severally represent and warrant to Purchaser
as follows:

        A. AUTHORITY; BINDING AGREEMENT. Each Seller has the legal power and
           capacity to enter into this Agreement and to perform his obligations
           hereunder. This Agreement is a valid and binding obligation of each
           Seller, enforceable against each Seller 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. Each Seller has (i) good, absolute, and
           marketable title to the portion of the Shares owned by that Seller,
           free and clear of any liens, claims, agreements, encumbrances, or
           restrictions of any kind, and (ii) the complete and unrestricted
           right, power, and authority to sell, transfer, and assign the Shares
           in accordance with this Agreement.

        B. INCORPORATION AND GOOD STANDING. The Company is duly incorporated, is
           validly existing, and is in good standing under the laws of the State
           of Nevada and has all necessary power and authority to own, lease,
           and operate its properties and assets and to conduct its business as
           its business is now being conducted. Sellers have delivered to
           Purchaser complete and accurate copies of the Company's articles of
           incorporation and bylaws, including all amendments thereto and have
           made available to Purchaser its minute book and stock records.
           Exhibit "B" will set forth a complete and accurate list of all
           officers and directors of the Company as of the date of this
           Agreement. The Company is qualified to do business and is in good
           standing in each state in which it transacts business. The Company
           does not have any subsidiaries nor any direct or indirect equity
           interest in any corporation, partnership, or other entity. The
           Company is a "small business corporation" and has maintained a valid
           election to be an "S" corporation under Subchapter S of the Internal
           Revenue Code of 1986, as amended.

        C. CAPITALIZATION. The authorized capital stock of the Company consists
           of 2,500 shares of common stock, having no par value. The Shares (i)
           constitute all of the issued and outstanding shares of capital stock
           of the Company, (ii) have been validly authorized and issued, (iii)
           are fully paid and nonassessable, (iv) have not been issued in
           violation of any preemptive rights or of any federal or state

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           securities laws, and (v) are not subject to any agreement that
           relates to the voting or control of any of the Shares. On the date
           hereof, the Shares are (I) comprised of 700 shares of common stock of
           the Company, and (ii) owned beneficially and of record by Jack
           Biegger (450 shares) and Dale Edwards (300 shares), the Sellers.
           There are and will be on the Closing Date no outstanding
           subscriptions, options, rights, warrants, convertible securities, or
           any other agreements or commitments obligating the Company to issue,
           deliver, or sell any additional shares of its capital stock of any
           class or any other securities of any kind. There are no bonds,
           debentures, notes, or other indebtedness or securities of the Company
           having the right to vote on any matters on which the shareholders of
           the Company may vote. There are no outstanding rights, agreements, or
           arrangements of any kind obligating the Company to repurchase,
           redeem, or otherwise acquire any shares of capital stock or other
           voting securities of the Company.

        D. NO CONFLICTS. Neither the execution and delivery of this Agreement
           nor the fulfillment of or compliance with the terms and provisions
           hereof will violate, conflict with, or result in a breach of the
           terms, conditions or provisions of, or constitute a default or an
           event which, with notice or lapse of time or both, would constitute a
           default under, (i) the articles of incorporation or bylaws of the
           Company, (ii) any contract, agreement, mortgage, deed of trust, or
           other instrument or obligation to which the Sellers or the Company is
           a party or by which any of them is bound, except for agreements
           between the Company and Nissan Motor Corporation, USA, which require
           the consent of Nissan Motor Corporation, USA, (iii) violate any
           provision of any applicable law or regulation or of any order,
           decree, writ or injunction of any court or governmental body, or (iv)
           result in the creation or imposition of any lien, charge,
           restriction, security interest or encumbrance of any kind whatsoever
           on any property or asset of the Company or on the Shares.

        E. CONSENTS. No consent or approval by, or any notification of or filing
           with, any governmental entity or agency or any other person or entity
           is required in connection with the execution, delivery or performance
           of this Agreement by Sellers or the Company, other than consent from
           (i) the Department of Motor Vehicles of the State of Nevada, and (ii)
           Nissan Motor Corporation, U.S.A.

        F. REAL PROPERTY. Exhibit "C" will set forth a complete and accurate (i)
           legal description of all real property owned by the Company, and (ii)
           description of each lease under which the Company holds a leasehold
           interest. Each of the leases is in full force and effect and
           constitutes a legal, valid and binding obligation of the parties
           thereto. The Company has performed the covenants required to be
           performed by it under each of the leases to which it is a party and
           is not in default under any of the leases to which it is a party. The
           zoning of each tract of real property permits the presently existing
           improvements and the continuation of the business presently being
           conducted on such real property. To the best of each Seller's and the
           Company's knowledge, neither Seller nor the Company is aware of any
           pending or proposed changes to such zoning.

        G. TANGIBLE PERSONAL PROPERTY. Exhibit "D" will set forth a complete and
           accurate description of (i) all equipment, furniture, fixtures, and
           other tangible personal property (other than inventory) owned by, in
           possession of, or leased or used by the Company in connection with
           its business, and (ii) each lease under which the Company holds a
           leasehold interest. Each of the leases is in full force and effect
           and constitutes a legal, valid, and binding obligation of the parties
           thereto. The Company has performed the covenants required to be
           performed by it under each

                                       4
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           of the leases to which it is a party and is not in default under any
           of the leases to which it is a party. To the best of each Seller's
           and the Company's knowledge, the tangible personal property of the
           Company is in good repair and operating condition, has been regularly
           and properly maintained and fully serviced, and is suitable for the
           purposes for which it is presently being used.

        H. INVENTORIES. Exhibit "E" will set forth a complete and accurate
           description of the inventory (new vehicles, used vehicles, and parts
           and accessories) of the Company. To the best of each Seller's and the
           Company's knowledge, the inventory of the Company consists of goods
           of a quality and in quantities that are saleable in the ordinary
           course of the Company's business with normal mark-up at prevailing
           market prices. To the best of each Seller's and the Company's
           knowledge, all parts and accessories in the inventory of the Company
           that were purchased from Nissan are returnable and undamaged parts
           and accessories that are listed for sale in the current dealer parts
           and accessories price schedule for Nissan, except as set forth on
           Exhibit "E." Parts and accessories in the inventory of the Company
           that were not purchased from Nissan (batteries and anti-freeze) do
           not, and at Closing will not, exceed $10,000 in the aggregate. On the
           Closing Date, the Company will have the following unencumbered
           assets: (i) a used vehicle inventory with a fair market value of at
           least $1,700,000, (ii) a new vehicle inventory with a fair market
           value of at least $600,000, and (iii) a parts and accessories
           inventory with a fair market value of at least $480,000; or
           unencumbered cash, accounts receivable, or contracts in transit, in
           such amounts. Fair market value shall be determined in accordance
           with subparagraph 14(f) of this Agreement.

        I. LICENSES AND PERMITS. Exhibit "F" will set forth a complete and
           accurate description of all permits, licenses, franchises,
           certificates, and similar items and rights, owned or held by the
           Company (hereinafter collectively referred to as the "Licenses and
           Permits"). The Licenses and Permits (i) are adequate for the
           operation of the Company's business, (ii) are valid and in full force
           and effect, except as set forth on Exhibit "F," and (iii) will be
           transferred to the Purchaser at the Closing, unless such transfer is
           prohibited by law or by the terms of the item or right to be
           transferred. No additional permit, license, franchise, certificate,
           or similar item or right is required by the Company for the operation
           of its business.

        J. INTELLECTUAL PROPERTY. Exhibit "G" will set forth a complete and
           accurate description of all intellectual property presently in use by
           the Company, which intellectual property includes (without
           limitation) software patents, trademarks, tradenames, service marks,
           copyrights, trade secrets, customer lists, inventions, formulas,
           methods, processes, advertising materials, Internet sites, and any
           other proprietary information or property. There are no outstanding
           licenses or consents to third parties granting the right to use any
           intellectual property owned by the Company. To the best

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           of each Seller's and the Company's knowledge, no intellectual
           property used by the Company infringes on any rights owned or held by
           any other person or entity, and no person is infringing on the rights
           of the Company in any intellectual property used by the Company. Any
           royalties or fees payable by the Company to any third party by reason
           of the use of any intellectual property by the Company is set forth
           on Exhibit "G." No additional intellectual property is required by
           the Company for the operation of its business.

        K. TITLE TO PROPERTIES; ENCUMBRANCES. The Company has good, absolute,
           and marketable title to (or, in the case of leased property, valid
           and subsisting leasehold interests in) all of its properties and
           assets, including (without limitation) the properties and assets that
           will be listed on Exhibits "C," "D," "E," "F," and "G." The
           properties and assets of the Company are subject to no liens, deeds
           of trust, mortgages, encumbrances, conditional sales agreements,
           security interests, claims, or restrictions of any kind or character,
           except for (i) the encumbrances that will be listed on Exhibit "H,"
           and (ii) liens for current taxes not yet due and payable.

        L. FINANCIAL STATEMENTS. The Company has delivered to the Purchaser
           copies of a balance sheet for the Company dated January 31, 1997 the
           "Balance Sheet Date"), and statements of income and retained earnings
           for the periods ending December 31, 1996 and January 31, 1997
           (hereinafter collectively referred to as the "Financial Statements").
           The Financial Statements were prepared by Conway Stuart & Woodberry
           and are unaudited. The Financial Statements fairly present the
           financial condition of the Company at the dates mentioned and the
           results of its operations for the periods specified and were prepared
           in accordance with its normal and customary accounting procedures.
           The balance sheet in the Financial Statements discloses all of the
           debts, liabilities, and obligations of any nature (whether absolute,
           accrued, contingent, or otherwise, and whether due or to become due)
           of the Company as of the Balance Sheet Date and includes appropriate
           reserves for all taxes and other liabilities accrued or due at such
           dates but not yet paid.

        M. INDEBTEDNESS FOR BORROWED MONEY; GUARANTIES. Exhibit "I" will set
           forth a complete and accurate description of the Company's
           indebtedness for borrowed money. Sellers will deliver to the
           Purchaser complete and accurate copies of all instruments evidencing
           or relating to the Company's indebtedness for borrowed money. To the
           best of each Seller's and the Company's knowledge, the Company is not
           in default or violation of any provision of any agreement evidencing
           or relating to its indebtedness for borrowed money. Exhibit "I" will
           also set forth a complete and accurate description of all guaranties
           by the Company of any obligation or liability of any person or
           entity, including (without limitation) any guaranties of installment
           sales contracts or leases.

        N. TAX MATTERS. To the best of each Seller's knowledge, the Company has
           filed or will file all federal, state, local and foreign tax returns
           and tax reports required to be filed by it for periods ending on or
           prior to the Closing Date. All such returns and reports are and will
           be correct and complete in all material respects. All federal, state,
           local, and foreign income, profits, franchise, property, excise,
           sales, use, occupation, payroll, employment, and other taxes and
           assessments that are due and payable by either Seller, the Company,
           or by either Seller on behalf of the Company have been properly
           computed, duly reported, fully paid, and discharged to the best of
           each Seller's knowledge. Neither Seller is aware of any unpaid taxes
           that require payment by the Company, except for current taxes not yet
           due and

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           payable. To the best of each Seller's and the Company's knowledge,
           (i) all current taxes not yet due and payable by the Company have
           been properly accrued and are accurately reflected in the Company's
           balance sheet in the Financial Statements, (ii) the Company has not
           been delinquent in the payment of any tax, assessment, or
           governmental charge, (iii) no issues have been raised in writing with
           the Company by the Internal Revenue Service or any other taxing
           authority in connection with any tax return or tax report filed by
           the Company, and (iv) the Company has not executed any waiver of the
           statute of limitations on the assessment or collection of any tax.
           Each Seller agrees to indemnify and hold harmless the Purchaser with
           respect to any income or other tax liabilities, penalties and
           interest which arise from the operation of the Company prior to
           Closing or arise as a result of the transactions contemplated by this
           Agreement.

        O. TRANSACTIONS Since the Balance Sheet Date. Since the Balance Sheet
           Date, (i) the Company has not incurred any debts, liabilities, or
           obligations, except current liabilities in the ordinary course of
           business; discharged or satisfied any liens or encumbrances, or paid
           any debts, liabilities, or obligations, except in the ordinary course
           of business; mortgaged, pledged, or otherwise subjected to any lien
           or other encumbrance any of its properties or assets; canceled any
           debt or claim; sold or transferred any properties or assets, except
           sales from inventory in the ordinary course of business; nor entered
           into any transaction other than in the ordinary course of business;
           (ii) there has not been any material adverse change in the business,
           operations, properties, assets, revenues, earnings, liabilities, or
           condition (financial or otherwise) of the Company; (iii) there has
           not been any declaration, setting aside or payment of any dividend or
           other distribution in respect of, or any direct or indirect
           redemption, purchase or other acquisition of, any of the capital
           stock of the Company; (iv) the Company has not issued or sold or
           contracted to issue or sell any stock, securities or options, of any
           nature whatsoever; (v) the Company has not increased the
           compensation, commissions, bonuses, or other remuneration payable to
           any officer, director, employee, or to any other person or entity,
           whether now or hereafter payable, including any increase pursuant to
           any pension, profit-sharing or other plan or commitment, except for
           Jerry Brown, Carl Vance, and Elanore Nelson; (vi) there has not been
           any damage, destruction or loss (whether or not covered by insurance)
           affecting any asset or property of the Company; (vii) the Company has
           not made any capital expenditure or commitment, individually or in
           the aggregate, in excess of $10,000.00; (viii) the Company has not
           made any loan or advance to any person or entity; guaranteed any
           obligation or liability of any person or entity, including (without
           limitation) any guaranties of any installment sales contracts or
           leases, other than as will be set forth on Exhibit "I;" (ix) the
           Company has not given any indemnifications to any person or entity;
           (x) the Company has not made any sale, assignment or transfer of,
           additions to or transactions involving any of its tangible assets
           other than in the ordinary course of business; (xi) the Company has
           not made any change in its method of accounting or accounting
           practices, including (without limitation) any change in depreciation
           or amortization policies or rates; (xii) the Company has not granted
           any waiver or release of any claim or right held by it; (xiii) the
           Company has not amended or terminated any material contract,
           agreement, or license to which it is a party; (xiv) the Company has
           not made any material write-down of the value of any asset of the
           Company or any material write-off as uncollectible of any account
           receivable or note receivable; and (xv) the Company has not agreed,
           in writing or otherwise, to do or permit any of the foregoing;

        P. LITIGATION. Exhibit "J" will set forth a complete and accurate
           description of all actions, suits, claims, investigations or legal,
           administrative or arbitration proceedings, pending or threatened,
           whether at law or in equity, involving the

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           Company or any of its properties, assets, or business, and all
           judgments, orders, decrees, writs or injunctions of any court or
           governmental department, commission, agency, instrumentality or
           arbitrator applicable to either Seller or to the Company. Neither of
           the Sellers nor the Company is aware of any facts that might result
           in any other action, suit, claim, investigation, or legal,
           administrative or arbitration proceeding.

        Q. COMPLIANCE WITH LAWS. To the best of each Seller's and the Company's
           knowledge, the Company has complied and is in compliance in all
           material respects with all federal, state, local and foreign laws,
           ordinances, rules, codes, regulations, and orders (including those
           related to environmental protection and occupational safety and
           health) applicable to the Company. To the best of each Seller's and
           the Company's knowledge, the Company is not subject to any
           restriction, judgment, order, writ, injunction, decree, or award,
           which has a material adverse affect or is likely to have a material
           adverse affect on the business, operations, properties, assets,
           revenues, earnings, liabilities, or condition (financial or
           otherwise) of the Company.

        R. CONTRACTS AND AGREEMENTS. Exhibit "K" will set forth a complete and
           accurate description of all material written or oral contracts and
           agreements to which the Company is a party or by which it or any of
           its property is bound. All such contracts and agreements are in full
           force and effect and are binding upon the parties thereto, and none
           of the parties thereto is in breach of any of the provisions thereof.
           Except as set forth on Exhibit "K," the Company is not a party to any
           contract or agreement which has a material adverse affect or is
           likely to have a material adverse affect on the business, operations,
           properties, assets, revenues, earnings, liabilities, or condition
           (financial or otherwise) of the Company.

        S. EMPLOYEE BENEFIT PLANS. Exhibit "L" will set forth a complete and
           accurate description of all pension, retirement, savings, deferred
           compensation, profit sharing, stock option, bonus, incentive,
           severance, retirement, health, insurance and other employee benefit
           plans that are binding upon the Company. The Company has complied
           with the provisions of and has performed the obligations required of
           it under such plans, and the Company is not in default under any
           provision thereof. To the best of each Seller's and the Company's
           knowledge, there have been no material defaults, breaches, or
           omissions by the Company or any fiduciary under any of such plans.
           The Company has not incurred any liability of any nature whatsoever
           under any employee benefit plan.

        T. INSURANCE. Exhibit "M" will set forth a complete and accurate
           description of all insurance, including (without limitation) worker's
           compensation, maintained by the Company and will summarize the
           substantive terms of each of the insurance policies, including
           (without limitation) whether the insurance policies are "claims made"
           or "occurrence" policies. The Company is carrying insurance that is
           reasonable in light of the risks attendant to the business and
           activities in which the Company is engaged. All of the insurance is
           in full force and effect and will not be affected by, or terminated
           or lapse by reason of, the transactions contemplated by this
           Agreement. The Sellers will cause the Company to keep such insurance
           in full force and effect until the Closing Date.

        U. PERSONNEL. Exhibit "N" will set forth a complete and accurate list of
           all current employees of the Company and all independent contractors
           regularly performing services on behalf of the Company and their
           respective rates of compensation, including any salary, bonus or
           other payment arrangement made with any of them.

                                       8
<PAGE>

           The Company does not have any employment agreements or contracts
           between the Company and any person or entity. No employee of the
           Company is represented by any union or collective bargaining agent.
           The Company is not a party to or bound by any collective bargaining
           agreement, nor has the Company experienced any strikes, grievances,
           claims of unfair labor practices, or other collective bargaining
           disputes. The Company has not, to either Seller's knowledge,
           committed any unfair labor practice. Neither Seller has any knowledge
           of any organizational effort being made or threatened by or on behalf
           of any labor union with respect to employees of the Company within
           the past five (5) years. To the best of each Seller's and the
           Company's knowledge, the Company has (i) paid or has made provision
           for the payment of all compensation due any person or entity, (ii)
           complied in all material respects with all applicable laws, rules,
           and regulations relating to the employment of labor, including those
           related to wages, hours, collective bargaining and the payment and
           withholding of taxes, and (iii) withheld and paid to the appropriate
           governmental authority, or is holding for payment not yet due to such
           authority, all amounts required by law or agreement to be withheld
           from the compensation of its employees.

        V. ACCOUNTS RECEIVABLE. Exhibit "O" will set forth a complete and
           accurate list of all accounts receivable and notes receivable of the
           Company and an aging analysis of the accounts receivable. To the best
           of each Seller's and the Company's knowledge, all accounts receivable
           and notes receivable of the Company are valid and enforceable claims,
           arose in the ordinary course of business, require no further
           performance by the Company, and are collectable without resort to
           litigation. To the best of each Seller's and the Company's knowledge,
           no material objection, claim, or offset has been made regarding any
           of the accounts receivable or notes receivable. Except as will be set
           forth on Exhibit "O," all of the accounts receivable and notes
           receivable are current. There are and at Closing there will be no
           intercompany payables or intercompany receivables due or owing
           between either Seller and the Company.

        W. BROKERS. Other than Mike Bellon (the "Broker"), neither Seller has
           employed, directly or indirectly, any broker or finder, or incurred
           any liability for any brokerage fees, commissions, or finders fees,
           and other than the Broker, no broker or finder has acted directly or
           indirectly for either Seller in connection with this Agreement or the
           transactions contemplated by this Agreement.

        X. DELIVERY OF DOCUMENTS. Complete and accurate copies of all written
           instruments listed or described on the exhibits attached hereto have
           been or will be furnished to Purchaser. The Company will make
           available to Purchaser, to the extent requested by Purchaser, all
           books, records, and facilities of the Company.

        Y. BANK ACCOUNTS; POWERS OF ATTORNEY. Exhibit "P" will set forth a
           complete and accurate list of (i) the names and addresses of all
           persons holding a power of attorney on behalf of the Company, and
           (ii) the account numbers and names of all banks or other financial
           institutions in which the Company currently has an account, deposit,
           or safe deposit box, with the names of all persons authorized to draw
           on the accounts or deposits or to have access to the boxes.

        Z. DISCLOSURE. To the best of each Seller's and the Company's knowledge,
           there have been no events, transactions or information relating to
           the Company which, singly or in the aggregate could reasonably be
           expected to have a material adverse affect on the business,
           operations, properties, assets, revenues, earnings, liabilities, or
           condition (financial or otherwise) of the Company. No representation
           or

                                       9
<PAGE>

           warranty by either Seller or the Company in this Agreement or in any
           of the exhibits attached hereto, or other statement in any other
           writing furnished or to be furnished to Purchaser by or on behalf of
           either Seller or the Company in connection with the transactions
           contemplated by this Agreement, contains or will contain any untrue
           statement of a material fact, or omits or will omit to state a
           material fact necessary to make the statements contained herein not
           misleading.

     AA.   ENVIRONMENTAL.


           (i)   To the best of each Seller's and the Company's knowledge, there
                 are no past or present events, conditions, circumstances,
                 activities, practices, incidents, plans or actions, based on or
                 resulting from the conduct of the business of the Company,
                 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,
                 which violates any laws currently in effect relating to
                 pollution or protection of the environment (the "Environmental
                 Laws"), including (without limitation) the Comprehensive
                 Environmental Response, Compensation, and Liability Act
                 ("CERCLA"), or any plan, order, decree, judgment, injunction,
                 notice or demand letter from a governmental department,
                 commission, agency or instrumentality applicable to the
                 Company, or which could give rise to any common law or other
                 legal liability. To the best of each Seller's and the Company's
                 knowledge, all real property currently or formerly owned,
                 leased or otherwise utilized by the Company contains no spill,
                 deposit, or discharge of any hazardous substance (as that term
                 is currently defined under CERCLA or any applicable state law),
                 for which the Company could be liable.

           (ii)  Exhibit "Q" will set forth a complete and accurate description
                 of each underground storage tank of any kind or nature that is
                 located or that was located on any real property currently or
                 formerly owned, leased or otherwise utilized by the Company.
                 Exhibit "Q" will also set forth a complete history of each
                 underground storage tank, including the dates and types of all
                 tests.

           (iii) The Company will deliver to Purchaser copies of all existing
                 environmental site audits on any real property currently or
                 formerly owned, leased, or otherwise utilized by the Company.


     BB.   CONTINUATION OF BUSINESS. Neither Seller knows of any reason why the
           Company cannot continue its business 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 Purchaser causes the
           business of the Company to change following the Closing. Neither
           Seller has any reason to believe that at any time in the foreseeable
           future the business of the Company shall be materially adversely
           affected by any event, except to the extent that the Purchaser causes
           the business of the Company to change following the Closing.

     CC.   CONTRACTS IN TRANSIT. Exhibit "R" will set forth a complete and
           accurate list of all of the Company's contracts in transit.

                                       10
<PAGE>

     DD.   WARRANTIES. Exhibit "S" will set forth a complete and accurate list
           of (i) all warranties on vehicles that have been sold by the Company
           for the last three (3) years for which there is any contingency of
           liability for the Company, and (ii) the companies that sold the
           warranties.

8.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.
     Purchaser represents and warrants to each Seller as follows:

     A.    INCORPORATION. Purchaser is duly incorporated, is validly existing,
           and is in good standing under the laws of the State of Delaware.
           Purchaser is qualified to do business and is in good standing in the
           State of Nevada.

     B.    AUTHORITY; BINDING AGREEMENT. Purchaser has the corporate power and
           authority to enter into this Agreement and to perform its obligations
           hereunder. This Agreement is a valid and binding obligation of
           Purchaser, enforceable against Purchaser 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.

     C.    NO CONFLICTS. Neither the execution and delivery of this Agreement
           nor the consummation of the transactions contemplated by this
           Agreement will result in any breach or violation of or default under
           any agreement or other instrument to which Purchaser is a party or by
           which it is bound.

     D.    BROKERS. Other than the Broker, the Purchaser has not employed,
           directly or indirectly, any broker or finder, or incurred any
           liability for any brokerage fees, commissions or finders' fees, and
           other than the Broker no broker or finder has acted directly or
           indirectly for the Purchaser in connection with this Agreement or the
           transactions contemplated by this Agreement.

9.   PRE-CLOSING COVENANTS. Each Seller and the Company agrees to do the
     following prior to the Closing Date:

     A.    NOTICES AND CONSENTS. Each Seller shall use his best efforts to
           obtain any required approvals or consents to this Agreement and to
           the transactions contemplated by this Agreement from any person or
           entity from which such approval or consent is required, including
           (without limitation) consent or approval from (i) the manufacturer
           represented by the Company, and (ii) the Federal Trade Commission
           (the "FTC") and the Department of Justice of the United States of
           America (the "Justice Department") under the Hart-Scott-Rodino Act
           ("HSR Act") and all regulations promulgated thereunder.

     B.    CONDUCT OF BUSINESS BY THE COMPANY PRIOR TO THE CLOSING DATE. Each
           Seller shall cause the Company to conduct its operations according to
           the ordinary and usual course of business reasonably consistent with
           past and current practices, to maintain and preserve its assets,
           properties, insurance policies, business organization, and
           advantageous business relationships, and to retain the services of
           its officers, employees, agents, and independent contractors, and
           shall not allow the Company to engage in any practice, take any
           action, or enter into any transaction outside of the ordinary course
           of business. Without limiting the generality of the foregoing, each
           Seller shall prohibit the Company, without the prior written consent
           of Purchaser, from directly or indirectly taking any of the actions
           described in subparagraph 7(o).

                                       11
<PAGE>

     C.    PURCHASER'S EXAMINATION. Each Seller shall cause the Company to
           permit Purchaser and representatives of the Purchaser to have full
           access to and to examine, at all reasonable times and places, and in
           a manner so as not to interfere with the normal business operations
           of the Company; the books, records, properties, assets and operations
           of the Company. Such examination shall include access to the
           officers, directors, employees, agents and representatives of the
           Company. Each Seller shall cause the Company to furnish to Purchaser
           and representatives of Purchaser with such financial, operating and
           other data and information, and copies of documents with respect to
           the Company as Purchaser shall from time to time request. Such access
           and information shall not in any way affect or diminish any of the
           representations or warranties made in this Agreement.

     D.    AUDIT. Each Seller shall cause the Company to permit an audit (the
           "Audit") to be conducted under generally accepted auditing standards,
           of the books, records, and financial statements of the Company for
           1994, 1995, 1996, and any additional years if required by applicable
           law, and shall cause 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, 1996, for the Company, and (ii)
           income statement for the year ending December 31, 1996 for the
           Company. The Audit will be conducted by Purchaser's accountants,
           Price Waterhouse, assisted by the Company's accountants, Conway,
           Stuart & Woodbury. Each Seller agrees to cause the full cooperation
           of the officers, directors and employees of the Company in the Audit
           as requested by Purchaser. The start date of the Audit will be no
           later than March 20, 1997. The Company's accounting staff will assist
           in gathering information and providing schedules and analyses in
           order to have the Audit completed by April 20, 1997. In addition, as
           near as possible prior to the Closing Date, Price Waterhouse shall
           review the activities of the Company for the period after December
           31, 1996, and shall prepare a letter (the "Post 1996 Adjustment
           Letter"0 setting forth the adjustments (the "Post 1996 Adjustments")
           that should be made to the unaudited earnings for the period from
           January 1, 1997, to the Closing Date.

     E.    NOTICE OF CHANGES. Each Seller shall give prompt written notice to
           Purchaser of any material adverse change in the business, operations,
           properties, assets, revenues, earnings, liabilities, or condition
           (financial or otherwise) of the Company.

     F.    STANDSTILL. Except for the transactions contemplated by this
           Agreement, from the date hereof to the Closing Date, neither Seller
           shall, directly or indirectly, through any officer, director,
           employee, or otherwise, (i) solicit or initiate the submission of any
           proposal or offer from any person or entity (including any officers
           or employees of the Company) relating to any liquidation,
           dissolution, recapitalization, merger, consolidation, acquisition, or
           purchase of all or a material portion of the assets and properties of
           the Company, or the acquisition or purchase of any equity interest in
           the Company, or (ii) participate in any negotiations regarding, or
           furnish to any other person or entity 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.

                                       12
<PAGE>

     G.    FURTHER ASSURANCES. Each Seller shall from time to time, upon the
           request of Purchaser, execute and deliver to Purchaser such further
           instruments and take such other action as Purchaser may reasonably
           request, in order to consummate the transactions contemplated by this
           Agreement as expeditiously as possible and to place Purchaser in
           possession and control of, the Shares and the assets and properties
           of the Company, or to enable Purchaser to exercise and enjoy all
           rights and benefits with respect thereto.

     H.    INVESTMENT LETTER. Each Seller agrees to execute and deliver to
           Purchaser an investment letter (the "Investment Letters") in form and
           substance reasonably satisfactory to Purchaser and Purchaser's
           counsel.

     I.    ENVIRONMENTAL SITE AUDITS. On or before April 10, 1997, the Company
           shall obtain an environmental site audit on all real property owned,
           leased, or otherwise utilized by the Company in order to determine
           whether there exists any environmental condition which could
           reasonably be expected to result in any liability, cost, or expense
           to the owner, occupier, or operator of such real property arising
           under any Environmental Law.

     J.    AMENDMENT TO REAL PROPERTY LEASE. Each Seller shall cause the Company
           to amend the real property lease held by the Company to provide that
           the lease shall have a term of ten (10) years from the Closing Date,
           rent during the first five (5) years of $42,000.00 per month, and two
           (2) options to extend the term of the lease for five (5) years each,
           with rent during the extended terms to be mutually agreed upon. The
           amendment of the real property lease held by the Company shall be
           referred to in this Agreement as the "Amendment."

10.  CONDITIONS PRECEDENT TO OBLIGATION OF PURCHASER. The obligation of
     Purchaser to consummate the transactions contemplated by this Agreement
     is subject to the satisfaction on or prior to the Closing Date of the
     following conditions, each of which may be waived by the Purchaser:

     A.    REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All representations and
           warranties of Sellers and the Company contained in this Agreement
           shall be true and correct in all material respects as of the Closing
           Date with the same effect 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, and Sellers and the Company shall have performed and complied
           with all the covenants and agreements and satisfied all the
           conditions required by this Agreement to be performed, complied with
           or satisfied by Sellers and the Company on or prior to the Closing
           Date. Each Seller must have delivered to the Purchaser a certificate
           dated as of the Closing Date certifying that this condition has been
           fulfilled.

     B.    NO ADVERSE CHANGE. Purchaser shall have determined, to its
           satisfaction, that as of the Closing Date, there has been no material
           adverse change in the business, operations, properties, assets,
           revenues, earnings, liabilities or condition (financial or otherwise)
           of the Company.

     C.    EXHIBITS. Purchaser shall have timely received all exhibits to this
           Agreement.

     D.    TRANSFER OF SHARES. The certificates representing the Shares shall
           have been transferred and conveyed by Sellers to Purchaser in a
           manner and by instruments acceptable to Purchaser and its counsel,
           free and clear of all liens, claims, encumbrances, or restrictions of
           any kind. Contemporaneously with the

                                       13
<PAGE>

           consummation of the transfer of the Shares, Sellers shall put
           Purchaser in full possession and enjoyment of all properties and
           assets of the Company. In addition, Purchaser shall have received the
           complete stock ledgers, minute books and other corporate records of
           the Company.

     E.    ENVIRONMENTAL SITE AUDITS. Purchaser shall have timely received
           environmental site audits on each tract of real property owned,
           leased, or otherwise utilized by the Company. If any of the
           environmental site audits 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 property arising
           under any Environmental Law, then the Company shall have cured such
           environmental condition and received a "no further action" letter
           from the Environmental Protection Agency the applicable state agency.

     F.    THIRD PARTY APPROVALS. This Agreement and the transactions
           contemplated by this Agreement shall have received all required
           approvals and consents from all persons and entities from which such
           approvals or consents is required, including (without limitation) (i)
           the manufacturer represented by the Company, (ii) the FTC and the
           Justice Department under the HSR Act and the regulations promulgated
           thereunder, (iii) the New York Stock Exchange, and (iv) Morgan
           Stanley & Co. Incorporated. Purchaser shall have been approved as the
           dealer by the manufacturer represented by the Company.

     G.    COMPLIANCE WITH SECURITIES LAWS. Purchaser shall have (i) received
           the Investment Letters, (ii) received the Registration Rights
           Agreement, and (iii) determined that all state and federal securities
           laws have been fully satisfied relating to the purchase of the Shares
           by Purchaser and the issuance of restricted stock of Purchaser to
           Sellers.

     H.    AMENDMENT. The Amendment shall have been executed and delivered to
           Purchaser.

     I.    PHYSICAL INVENTORIES. Purchaser shall have conducted the Physical
           Inventories (hereinafter defined).

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

     K.    APPROVAL OF DOCUMENTATION. The form and substance of all opinions,
           certificates, instruments and other documents delivered to Purchaser
           in connection with this Agreement shall be satisfactory in all
           reasonable respects to Purchaser and Purchaser's counsel.

     L.    CORPORATE DIRECTORS AND OFFICERS. The composition of the directors
           and officers of the Company shall be as requested by Purchaser,
           effective as of the Closing Date.

     M.    OPINIONS OF COUNSEL. Each Seller shall have delivered to Purchaser an
           opinion of counsel reasonably satisfactory to Purchaser, dated as of
           the Closing Date, that contains such opinions that are reasonably
           requested by Purchaser, including (without limitation) an opinion
           that the Shares held by the Seller in the Company were issued in
           compliance with all state and federal securities laws. The Company

                                       14
<PAGE>

           shall have delivered to Purchaser an opinion of counsel reasonably
           satisfactory to Purchaser, dated as of the Closing Date, that
           contains such opinions that are reasonably requested by Purchaser.

     N.    HART-SCOTT-RODINO WAITING PERIOD. The applicable waiting period under
           the HSR Act, and the regulations promulgated thereunder, shall have
           expired.

     O.    1996 EARNINGS. The 1996 Earnings shall not be less than $3,100,000.

     P.    AUDIT. Price Waterhouse shall have timely performed the Audit and the
           review of earnings for the period from January 1, 1997 to the Closing
           Date, prepared the Audited Financial Statements, and the Post 1996
           Adjustment Letter, and delivered a copy of the Audited Financial
           Statement and the Post 1996 Adjustment Letter to Purchaser.

     Q.    AUTHORIZATION. All actions necessary to authorize the execution,
           delivery and performance of this Agreement and the other agreements
           and documents to which either Seller is a party as contemplated by
           this Agreement and the consummation of the transactions contemplated
           hereby and thereby shall have been duly and validly taken by Sellers,
           and Sellers shall have full power and authority to enter into and
           deliver such agreements and to consummate the transactions
           contemplated hereby and thereby.

     R.    ADDITIONAL INFORMATION. Each Seller and the Company shall have
           furnished to Purchaser and Purchaser's counsel such additional
           information, certificates, and other documents as Purchaser shall
           have reasonably requested.

11.  CONDITIONS PRECEDENT TO OBLIGATION OF SELLERS. The obligation of each
     Seller to consummate the transactions contemplated by this Agreement is
     subject to the satisfaction on or prior to the Closing Date of the
     following conditions, each of which may be waived by the Seller:

     A.    REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All representations and
           warranties of Purchaser contained in this Agreement shall be true and
           correct in all material respects as of the Closing Date with the same
           effect as though such representations and warranties were made on the
           Closing Date, except to the extent that such representations and
           warranties expressly relate to an earlier date, and Purchaser shall
           have performed and complied with all of the covenants and agreements
           and satisfied all the conditions required by this Agreement to be
           performed, complied with or satisfied by Purchaser on or prior to the
           Closing Date. The Purchaser must have delivered to the Sellers a
           certificate dated as of the Closing Date certifying that this
           condition has been fulfilled.

     B.    DELIVERY OF PURCHASE PRICE. The Purchaser shall have delivered (i)
           the cash provided for in subparagraph 3(a) of this Agreement, (ii)
           the shares of restricted common stock of Purchaser provided for in
           subparagraph 3(b) of this Agreement, and (iii) the Note.

     C.    APPROVAL OF DOCUMENTATION. The form and substance of all certificates
           and other documents required to be delivered to Sellers in connection
           with this Agreement shall be satisfactory in all reasonable respects
           to Sellers and Sellers' counsel.

                                       15
<PAGE>

     D.    REGISTRATION RIGHTS AGREEMENT. Purchaser shall have executed and
           delivered to Sellers the Registration Rights Agreement.


     E.    ADDITIONAL INFORMATION. Purchaser shall have furnished to Sellers and
           Sellers' counsel such additional information, certificates, and other
           documents as Sellers shall have reasonably requested.

12.  INDEMNIFICATION.

     A.    INDEMNIFICATION. Sellers severally, in proportion to the portion of
           the Purchase Price paid or to be paid to him, indemnify and agree to
           defend and hold harmless the Purchaser and its successors and assigns
           (the "Purchaser Indemnified Parties") from and against any Claims
           (hereinafter defined). "Claims", as used in this Agreement, include
           any and all liabilities, judgments, claims, settlements, losses,
           damages, fees, liens, taxes, penalties, obligations and expenses,
           including reasonable attorneys' fees and expenses of investigation,
           incurred or suffered by any Purchaser Indemnified Party arising from,
           by reason of, or in connection with (i) any breach of any
           representation, warranty, covenant or agreement made by either Seller
           in this Agreement, or in any certificate or other document delivered
           on behalf of either Seller, (ii) any debts, liabilities, or
           obligations of any nature (whether absolute, accrued, contingent, or
           otherwise and whether due or to become due) of the Company at the
           Balance Sheet Date that are not reflected in the Financial
           Statements, (iii) the conduct of the business or other operations of
           the Company prior to the Closing Date or any condition, activity, or
           event relating to product or environmental liability existing or
           occurring prior to the Closing Date, (iv) the failure of either
           Seller or the Company to comply with any federal, state, or local tax
           laws for any matter occurring prior to the Closing Date or applicable
           to the transactions contemplated by this Agreement, and (v) any and
           all actions, suits, proceedings, demands and judgments, arising from
           or related to any of the matters set forth in this subparagraph
           12(a). Any provision of this Agreement to the contrary
           notwithstanding, Sellers' obligation to indemnify Purchaser under
           this subparagraph 12(a) shall be limited to any Claims that are made
           or occur prior to the second anniversary date of the Closing.

     B.    PROCEDURE FOR INDEMNIFICATION CLAIMS. In the event that any Purchaser
           Indemnified Party desires to make a claim against either Seller under
           subparagraph 12(a). in connection with any Claim at any time
           instituted against, or made upon, the Purchaser Indemnified Party by
           any third party for which the Purchaser Indemnified Party may seek
           indemnification hereunder (a "Third Party Claim"), the Purchaser
           Indemnified Party shall promptly notify each Seller of such Third
           Party Claim and of the Purchaser Indemnified Party's claim of
           indemnification with respect thereto; provided, however, that no
           reasonable delay on the part of the Purchaser Indemnified Party in
           notifying either Seller shall relieve the Seller from any obligation
           hereunder. Each Seller shall have thirty (30) days after receipt of
           such notice to notify the Purchaser Indemnified Party if it has
           elected to assume the defense of such Third Party Claim. If either
           Seller timely elects to assume the defense of such Third Party Claim,
           the Seller shall be entitled at its own expense to conduct and
           control the defense and settlement of such Third Party Claim through
           counsel of its own choosing, provided that the Purchaser Indemnified
           Party may participate in the defense of such Third Party Claim with
           its or their own counsel at its or their own expense, and provided
           further that the Seller must conduct the defense of

                                       16
<PAGE>

           the Third Party Claim actively and diligently in order to preserve
           its rights in this regard. If both Sellers timely elect to assume the
           defense of such Third Party Claim, the Sellers shall be entitled at
           their own expense to jointly conduct and control the defense and
           settlement of such Third Party Claim through counsel of their own
           choosing, provided that the Purchaser Indemnified Party may
           participate in the defense of such Third Party Claim with its or
           their own counsel at its or their own expense, and provided further
           that the Sellers must conduct the defense of the Third Party Claim
           actively and diligently in order to preserve their rights in this
           regard. If neither Seller notifies the Purchaser Indemnified Party
           within thirty (30) days after receipt of notice of a Third Party
           Claim, the Purchaser Indemnified Party shall be entitled to assume
           the defense of such Third Party Claim (and the Purchaser Indemnified
           Party need not consult with, or obtain the consent of the Sellers)
           and in the Purchaser Indemnified Party's sole discretion prosecute,
           litigate, settle and perform such other actions as the Purchaser
           Indemnified Party may deem necessary in order to fully protect the
           Purchaser Indemnified Party's interests, and each Seller shall remain
           responsible for indemnification of the Purchaser Indemnified Party.

     C.    OTHER INDEMNIFICATION PROVISIONS. The foregoing indemnification
           provision is in addition to, and not in derogation of, any other
           indemnification provisions in this Agreement, or any contractual,
           statutory, equitable or common law remedy Purchaser may have for the
           breach of any representation, warranty or covenant by either Seller
           or the Company.


13.  NON-DISCLOSURE OF CONFIDENTIAL INFORMATION; NON-COMPETITION.

     A.    SELLERS' NON-DISCLOSURE OF CONFIDENTIAL INFORMATION REGARDING THE
           COMPANY. Each Seller acknowledges that the Seller has in the past,
           currently has, and in the future may possibly have access to certain
           confidential information of the Company, including, but not limited
           to, list of accounts, operational policies, and pricing and cost
           policies that are valuable, special and unique assets of the Company
           (the "Confidential Information"). Each Seller agrees that the Seller
           will not disclose such Confidential Information to any person or
           entity for any purpose or reason whatsoever except to authorized
           representatives of the Purchaser, or as required by law, unless the
           Confidential Information becomes known to the public generally
           through no fault of the Seller. In the event of a breach or
           threatened breach by either of the Sellers of this subparagraph, the
           Purchaser shall be entitled to an injunction restraining the Seller
           from disclosing, in whole or in part, such Confidential Information.
           Nothing herein shall be construed as prohibiting the Purchaser from
           pursuing any other available remedy for such breach or threatened
           breach, including the recovery of damages.

     B.    PURCHASER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION REGARDING THE
           COMPANY. Purchaser acknowledges that it has in the past, currently
           has, and in the future may possibly have access to Confidential
           Information. The Purchaser agrees that it will not disclose such
           Confidential Information to any person or entity for any purpose or
           reason whatsoever, except to authorized representatives of the
           Purchaser, or as required by law, unless such Confidential
           Information becomes known to the public generally through no fault of
           the Purchaser. In the event of a breach or threatened breach by
           Purchaser of the provisions of this subparagraph, the Sellers shall
           be entitled to an injunction

                                       17
<PAGE>

           restraining the Purchaser from disclosing, in whole or in part, such
           Confidential Information. Nothing herein shall be construed as
           prohibiting the Sellers from pursuing any other available remedy for
           such breach or threatened breach, including the recovery of damages.
           Any other provision of this Agreement to the contrary
           notwithstanding, Purchaser's obligations not to disclose the
           Confidential Information shall terminate at Closing.

     C.    INSIDER LIABILITY. Each Seller acknowledges that trading in the
           Purchaser's securities by persons possessing material non-public
           information may result in private lawsuits for damages or to civil or
           criminal proceedings by the Securities and Exchange Commission. Each
           Seller also acknowledges that liability may be imposed on insiders
           who privately disclose otherwise non-public material information
           where such disclosure coincide with trading Purchaser's securities by
           such insiders or by the recipients of such information.

     D.    SELLERS' NON-DISCLOSURE OF CONFIDENTIAL INFORMATION REGARDING THE
           PURCHASER. Each Seller acknowledges that the Seller may possibly have
           access to certain confidential information of the Purchaser. Each
           Seller agrees that the Seller will not disclose such confidential
           information to any person or entity for any purpose or reason
           whatsoever except as requested by law, unless the confidential
           information becomes known to the public generally through no fault of
           the Seller. In the event of a breach or threatened breach by either
           of the Sellers of this subparagraph, the Purchaser shall be entitled
           to an injunction restraining the Seller from disclosing, in whole or
           in part, such confidential information. Nothing herein shall be
           construed as prohibiting the Purchaser from pursuing any other
           available remedy for such breach or threatened breach, including the
           recovery damages.

14. ADDITIONAL AGREEMENTS OF PURCHASER AND SELLERS.

     A.    INSURANCE. In the event the transactions contemplated by this
           Agreement causes any of the insurance policies of the Company to
           lapse and the insurance policy is a "claims made" policy, Sellers
           agree to purchase a "tail" policy that will cover any condition,
           activity, or event that would have been covered under the "claims
           made" policy had the claim been made prior to the Closing Date. All
           such "tail" policies shall be purchased at the Sellers' cost and
           expense.

     B.    STOCK OF THE PURCHASER. The certificates representing the restricted
           common stock of Purchaser that is issued to the Sellers 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 Purchaser has not agreed to register the restricted
           common stock of Purchaser that is to be issued to either Seller.

     C.    TERMINATION.

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

           II) BY THE PURCHASER. This Agreement may be terminated by written
               notice of termination given by the Purchaser to each Seller if a
               material default should be made by either Seller in the
               observance of or in the due and timely performance by either
               Seller of any of the agreements and covenants herein contained,
               or if there shall have been

                                       18
<PAGE>

                 a material breach by either Seller of any of the warranties and
                 representations herein contained, or if the conditions of this
                 Agreement to be complied with or performed by Sellers at or
                 before Closing shall not have been complied with or performed
                 at the time required for such compliance or performance and
                 such noncompliance or nonperformance shall not have been waived
                 by the Purchaser.

           (III) BY THE SELLERS. This Agreement may be terminated by written
                 notice of termination given by the Sellers to the Purchaser if
                 a material default should be made by the Purchaser in the
                 observance of or in the due and timely performance by the
                 Purchaser of any agreements and covenants of the Purchaser
                 herein contained, or if there shall have been a material breach
                 by the Purchaser of any of the warranties and representations
                 of the Purchaser, of if the conditions of this Agreement to be
                 complied with or performed by the Purchaser at or before
                 Closing shall not have been complied with or performed at the
                 time required for such compliance or performance and such
                 noncompliance or nonperformance shall not have been waived by
                 the Sellers.

     D.    REGISTRATION RIGHTS AGREEMENT. Sellers and Purchaser agree to execute
           and deliver a Registration Rights Agreement (the "Registration Rights
           Agreement") covering the restricted common stock of the Purchaser
           that will be acquired by Sellers at Closing.

     E.    HART-SCOTT-RODINO NOTIFICATION. By March 20, 1997, the parties shall,
           if and to the extent required by law, file all reports or other
           documents required or requested by the FTC or the Justice Department
           under the HSR Act, and all regulations promulgated thereunder,
           concerning the transactions contemplated by this Agreement, and
           comply promptly with any request by the FTC or the Justice Department
           for additional information concerning such transaction, so that the
           waiting period specified in the HSR 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 Purchaser, the Sellers, and the Company as
           the parties need to perform their obligations hereunder. The
           Purchaser agrees to pay all filing fees and costs due governmental
           agencies with regard to the HSR Act notification and compliance.

     F.    PHYSICAL INVENTORIES. Prior to Closing, Purchaser and Sellers shall
           conduct a physical inventory of all parts, accessories, new vehicles,
           and used vehicles owned by the Company and shall determine the fair
           market value of the used vehicle, new vehicle and parts and
           accessories inventories. The physical inventories shall be
           collectively referred to in this Agreement as the "Physical
           Inventories." The fair market value of the used vehicle inventory,
           new vehicle inventory, and parts and accessories inventory shall be
           determined as follows:

           i)  Sellers and Purchaser shall examine the used vehicle inventory
           and agree to the fair market value of the used vehicle inventory. If
           Purchaser and Sellers fail to agree on the fair market value of any
           used vehicle, Sellers shall purchase the used vehicle and such used
           vehicle shall be removed from the used vehicle inventory

           ii) Sellers and Purchaser shall calculate the fair market value of
           the new vehicle inventory. The fair market value of each new vehicle
           shall be an

                                       19
<PAGE>

           amount equal to the Company's book value for the new vehicle. The
           fair market value for each 1995 or 1996 demonstrator shall be an
           amount equal to the Company's book value for the demonstrator, less
           $.15 per mile over 5,000 miles on the odometer as depreciation for
           demo service. The fair market value of any new vehicle shall be
           decreased by an amount equal to the Company's actually incurred
           internal cost of repair for any physically damaged vehicle. The
           Sellers agree that all factory rebates and other credits on any new
           vehicles shall be retained by the Company.

           iii) Sellers and Purchaser shall examine the parts and accessories
           inventory and agree to the fair market value of the parts and
           accessories inventory. If Purchaser and Sellers fail to agree on the
           fair market value of any parts or accessories, Sellers shall purchase
           the parts or accessories and such parts or accessories shall be
           removed from the parts and accessories inventory. The Sellers agree
           that all rebates and credits on any parts or accessories shall be
           retained by the Company.

     G.    SECTION 338(H)(10) ELECTIONS.

           (i)   Each Seller agrees to make elections under Section 338(h)(10)
                 of the Internal Revenue Code and all comparable elections under
                 state and local tax law with respect to the Company.

           (ii)  Purchaser and Sellers shall jointly file Form 8023-A with the
                 Internal Revenue Service in accordance with Section 338 of the
                 Internal Revenue Code and the regulations thereunder no later
                 than the 15th day of the ninth month beginning after the month
                 that includes the Closing Date in accordance with Internal
                 Revenue Code Section 338(g) and Treasury Regulation Section
                 1.338(h)(10)-1(d)(2).

           (iii) Purchaser and Sellers shall allocate the Purchase Price to the
                 assets conveyed pursuant to this Agreement using a reasonable
                 asset valuation which will be agreed to by Purchaser and
                 Sellers no later than ninety (90) days after the Closing Date.
                 In all events, however, Purchaser and Sellers agree to
                 conformity of the treatment of all asset allocations with
                 respect to the Section 338(h)(10) elections.

     H.    PAYMENT OF THE BROKER'S FEE. Purchaser and Sellers agree to pay the
           Broker's fee in the following proportions:

                         a) Sellers    50%
                         b) Purchaser  50%

     I.    LOANS FROM THE SELLERS. Sellers agree that they will prohibit the
           Company from borrowing amounts on the loans from The Jack Biegger
           Revocable Living Trust and The Dale M. Edwards Revocable Family Trust
           that cause the aggregate outstanding balances of the loans to exceed
           $3,625,000.00. At Closing the Company will (i) execute and deliver to
           the Sellers a promissory note in the original principal amount of
           $400,000.00, payable in sixty (60) equal monthly installments,
           bearing interest at the lowest rate of interest per annum that is
           allowable under the Internal Revenue Code for installment sales, and
           containing the same offset provisions as the Note, (ii) pay the
           outstanding balance (up to $2,225,000) on the note payable by the
           Company to The Jack Biegger Revocable Living Trust, and (iii) pay the
           outstanding balance (up to $1,000,000) on the note payable by the
           Company to The Dale M. Edwards Revocable Family Trust; in full
           satisfaction of the note

                                       20
<PAGE>

           payable by the Company to The Jack Biegger Revocable Living Trust and
           the note payable by the Company to The Dale M. Edwards Revocable
           Family Trust.

15.  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 Agreement
           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 each Seller, the Company, and the Purchaser.

     B.    EXHIBITS. Preliminary drafts of the following exhibits shall be
           prepared by Sellers and the Company by April 10, 1997 and delivered
           to Purchaser for Purchaser's review. Final exhibits shall be prepared
           by Sellers and the Company, initialed by the parties, and attached to
           this Agreement at Closing. When attached to this Agreement, the
           exhibits shall be made a part of this Agreement by reference.

           Exhibit "A" - Promissory Note
           Exhibit "B" - Officers and Directors
           Exhibit "C" - Real Property and Leases
           Exhibit "D" - Tangible Personal Property
           Exhibit "E" - Inventories
           Exhibit "F" - Permits and Licenses
           Exhibit "G" - Intellectual Property
           Exhibit "H" - Encumbrances
           Exhibit "I" - Guaranties
           Exhibit "J" - Legal Actions
           Exhibit "K" - Contracts and Agreements
           Exhibit "L" - Employee Benefit Plans
           Exhibit "M" - Insurance
           Exhibit "N" - Personnel
           Exhibit "O" - Accounts and Notes Receivable
           Exhibit "P" - Bank Accounts and Powers of Attorney
           Exhibit "Q" - Underground Storage Tanks
           Exhibit "R" - Contracts in Transit
           Exhibit "S" - Warranties

     C.    THIRD PARTY CONSENTS. The Sellers and the Purchaser mutually agree to
           cooperate and use reasonable, good faith 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.

     D.    FURTHER ACTIONS. From time to time, as and when requested by any
           parties 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 such other parties may reasonably deem necessary or desirable to
           consummate the transactions contemplated by this Agreement.

                                       21
<PAGE>

     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 be unreasonably
           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 parties to this
           Agreement.

     G.    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.

     H.    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.

     I.    PAYMENT OF EXPENSES. Whether or not the transactions contemplated by
           this Agreement is consummated, each of the parties to this Agreement
           shall be responsible for its own costs and expenses incurred in
           connection with the preparation and negotiation of this Agreement and
           with the transactions contemplated hereby.

     J.    BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding upon
           and shall inure to the benefit of the parties hereto and their
           respective legal representatives, successors and permitted assigns.
           Only with the prior written consent of the Sellers, which consent
           shall not be unreasonably withheld, the Purchaser may assign its
           rights under this Agreement to a related entity, and the Purchaser
           and its assignee shall be fully obligated, responsible and liable for
           the performance of the Purchaser's obligations hereunder regardless
           of any such assignment. Neither Seller may assign any of his rights
           or delegate any of his obligations hereunder. Any assignment in
           violation hereof shall be void.

     K.    ATTORNEYS' FEES. In the event any party instigates 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.

     L.    NOTICES. All notices and other communications hereunder shall be (i)
           in writing, dated with the current date of such notice, and signed by
           the party giving such notice, and (ii) mailed, postpaid, registered
           or

                                       22
<PAGE>

           certified, return receipt requested, addressed to the party to be
           notified, or delivered by personal delivery or by overnight courier.
           Notice shall be deemed given when received by the party to be
           notified or when the party to be notified refuses to accept delivery
           of the notice. The initial addresses of the parties shall be as
           follows:

     IF TO PURCHASER:

           Cross-Continent Auto Retailers, Inc.
           1201 S. Taylor
           P.O. Box 750
           Amarillo, Texas 79105-0750
           ATTENTION:  ROBERT W. HALL


     IF TO SELLERS:

           Jack Biegger
           20 Wild Dunes Court
           Las Vegas, Nevada 89113

     and

           Dale Edwards
           9601 Coral Way
           Las Vegas, Nevada 89117

           The parties hereto shall have the right from time to time to change
           their respective addresses by not less than ten (10) days prior
           written notice to the other parties.

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

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

     O.    REMEDIES. None of the remedies provided for in this Agreement shall
           be the exclusive remedy of any party for a breach of this Agreement.
           The parties hereto shall have the right to seek any other remedy at
           law or in equity in lieu of or in addition to any remedies provided
           for in this Agreement.

     P.    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 the time of the Closing.

     Q.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
           warranties made in this Agreement or in any certificate, schedule,
           document, or instrument furnished in connection with this Agreement
           shall survive the Closing. Notwithstanding any investigation or
           examination conducted before

                                       23
<PAGE>

           or after the Closing or the decision of any party to consummate the
           transactions contemplated by this Agreement, each party shall be
           entitled to rely upon the representations and warranties set forth in
           this Agreement.

     R.    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 the same or similar nature.

     S.    GOVERNING LAW. This Agreement shall be construed, enforced, and
           governed in accordance with the laws of the State of Nevada, except
           for matters related to any real property owned, leased or otherwise
           utilized by the Company, which shall be construed, enforced, and
           governed in accordance with the laws of the state in which such real
           property is located.

     T.    VENUE. The obligations of the parties to this Agreement are
           performable, and venue for any legal action arising out of this
           Agreement shall lie in Potter County, Texas.

     U.    COUNTERPARTS. This Agreement may be executed in one or more
           counterparts, all of which taken together shall constitute one and
           the same instrument.

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


PURCHASER:      CROSS-CONTINENT AUTO RETAILERS, INC.,
                a Delaware corporation


                By:_____________________________________________
                    Bill Gilliland,
                    Chairman and Chief Executive Officer




SELLERS:            ____________________________________________
                    JACK BIEGGER


                    ____________________________________________
                    DALE EDWARDS

                                       24
<PAGE>

COMPANY:            SAHARA DATSUN, INC.,
                    a Nevada corporation, dba
                    JACK BIEGGER NISSAN


                    By:________________________________
                       Jack Biegger, President

                                       25
<PAGE>

                     AMENDMENT TO STOCK PURCHASE AGREEMENT


     This Amendment to Stock Purchase Agreement (the "Amendment") is made and
entered into this _____ day of March, 1997, by and between CROSS-CONTINENT AUTO
RETAILERS, INC., a Delaware corporation ("C-CAR"), JACK BIEGGER, DALE EDWARDS,
and SAHARA NISSAN, INC., a Nevada corporation, d/b/a JACK BIEGGER NISSAN (the
"Company").

                                    RECITALS

     A.  By that certain Stock Purchase Agreement (the "Agreement") dated
February 28, 1997, Jack Biegger and Dale Edwards agreed to sell all of the
issued and outstanding shares of capital stock of the Company to C-CAR.

     B.  C-CAR, the Company, Jack Biegger and Dale Edwards desire to amend the
Agreement.

                                   AGREEMENT

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, C-CAR, the Company, Jack Biegger and Dale Edwards agree
as follows:

     1.  The word "Company," as used in the Agreement, shall mean Sahara Nissan,
Inc., a Nevada corporation, d/b/a Jack Biegger Nissan.

     2.  As modified by this Amendment, the Agreement shall remain in full force
and effect, enforceable in accordance with its terms.

     3.  This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada.

     4.  This Amendment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, administrators, executors,
successors and assigns.


                                  CROSS-CONTINENT AUTO RETAILERS, INC.,
                                  a Delaware corporation


                                  By:___________________________
                                     Bill Gilliland,
                                     Chairman and Chief Executive Officer



                                     SAHARA NISSAN, INC., a Nevada corporation,
___________________________          d/b/a JACK BIEGGER NISSAN
JACK BIEGGER


___________________________          By:________________________
DALE EDWARDS                            Jack Biegger, President