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Exhibit 2.14

                               STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 16th day of October, 1997, by and among CROSS-CONTINENT AUTO RETAILERS,
INC. ("Purchaser"), a Delaware corporation; THOMAS A. RANDT ("Randt"), a
Nevada resident; RONALD J. BLOMQUIST ("Blomquist"), a California resident;
and TAR-CAR, INC. (the "Company),  a California corporation, d/b/a "Toyota By
The Bay" and "Auto Central Used Car Sales and Credit Union Buying Service."

                                       RECITALS

     A.   The Company owns and operates a Toyota franchised automobile
dealership located at 4555 Mission Bay Drive, San Diego, California 92109 and
a used car lot located at 7777 Convoy Court, San Diego, California 92111
(collectively, the "Dealership").

     B.   The Company operates the Dealership under the names "Toyota By the
Bay" and "Auto Central Used Car Sales and Credit Union Buying Service."

     C.   Randt and Blomquist are the owners of all of the issued and
outstanding shares of capital stock of the Company (the "Shares").

     D.   Randt and Blomquist shall hereinafter be collectively referred to
as the "Sellers" and individually as a "Seller".

     E.   Subject to the terms and conditions set forth in this Agreement,
Purchaser desires to purchase all of the Shares, and Sellers desire to sell
all of the Shares to Purchaser.

                                      AGREEMENT

     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.   Subject to and upon the
terms and conditions of 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, claims, agreements, encumbrances, or restrictions of any
kind, whether written or oral.

          2.   PURCHASE PRICE.   The purchase price to be paid by Purchaser
to Sellers for the Shares  shall be $5,500,000 (the "Purchase Price"),
subject to the adjustment set forth in Paragraph 3 of this Agreement.

   3.   ADJUSTMENT TO THE PURCHASE PRICE.   In the event that the Company's
Net Worth (hereinafter defined)  is more or less than $825,000, the Purchase
Price shall be increased or decreased by an amount equal to the difference
between $825,000 and the Net Worth, provided Purchaser and Sellers agree to
the adjustment.  As used in this Agreement, the term

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"Net Worth" shall mean the net worth shown on the balance sheet in the
Audited Financial Statements (hereinafter defined) as of September 30, 1997,
as adjusted by the Net Worth Adjustments (hereinafter defined), using the
values for the New Vehicle Inventory (hereinafter defined), Remarketed
Vehicle Inventory (hereinafter defined), Used Vehicle Inventory (hereinafter
defined), Parts and Accessories Inventory (hereinafter defined) and Tangible
Personal Property (hereinafter defined), as determined in accordance with
subparagraph 12(d); except (a) reserves for charge backs of finance income,
insurance premiums, and service contract income will not be deducted in
determining Net Worth, (b) the reserve for LIFO will be deducted  in
determining Net Worth, (c) all accruals through October 31, 1997, including
(without limitation) accruals for vacation expenses, legal fees, property
taxes, income taxes and payroll taxes shall be included in the determination
of Net Worth, and (d) the deferred profit (the "Deferred Profit") as
established by Price Waterhouse, LLP in the Audited Financial Statements
shall not be included in the determination of Net Worth. In addition, in the
event the Capital Loan (hereinafter defined) as of October 31, 1997 is less
than $700,000, the Purchase Price shall be increased by such difference.  Any
adjustment to the Purchase Price shall be applied to the various components
of the Purchase Price proportionally.

          4.   PAYMENT OF PURCHASE PRICE.   At Closing Purchaser shall pay
the Purchase Price, as adjusted, as follows:

               a.   TO RANDT:

                    (i)  $3,150,000 in cash; and

                    (ii) Purchaser shall execute and deliver a promissory note
                         to Randt in the original principal amount of $1,350,000
                         (the "$1,350,000 Note"), bearing interest on the unpaid
                         principal at the prime rate announced from time to time
                         by Bank of America, payable in twenty-three (23)
                         monthly installments of interest only, with all unpaid
                         principal and accrued interest being due and payable
                         twenty-four (24) months after the date of the
                         $1,350,000 Note.  The $1,350,000 Note shall be in the
                         form of Exhibit "A" hereto.

               b.   TO BLOMQUIST:

                    (i)  $350,000 in cash;

                    (ii) Purchaser shall issue to Blomquist the number of shares
                         of restricted common stock of Purchaser (the
                         "Restricted Stock") that, when multiplied by the
                         average closing price for the stock of Purchaser quoted
                         in THE WALL STREET JOURNAL for the five (5) trading


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                         days immediately preceding the date that the
                         transactions contemplated by this Agreement are
                         announced to the public by Purchaser (the "Announcement
                         Date"), will equal $100,000. Purchaser shall not issue
                         any fractional shares and shall pay Blomquist 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 five (5) trading days
                         immediately preceding the Announcement Date; and

               (iii)     Purchaser shall execute and deliver a promissory
                         note to Blomquist in the original principal amount of
                         $50,000 (the "$50,000 Note), bearing interest on the
                         unpaid principal at the prime rate announced from time
                         to time by Bank of America, payable in twenty-three
                         (23) monthly installments of interest only, with all
                         unpaid principal and accrued interest being due and
                         payable twenty-four (24) months after the date of the
                         $50,000 Note.  The $50,000 Note shall be in the form of
                         Exhibit "B" hereto.

               The certificates representing the Restricted Stock that is issued
               to Blomquist 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 Stock that is to be issued to
               Blomquist.

               c.   SELLERS' ESCROW.   In addition, Purchaser shall deliver
                    $500,000 ($450,000 for Randt and $50,000 for Blomquist) into
                    an interest bearing account for  twenty-four (24) months
                    under an escrow agreement (the "Sellers' Escrow Agreement")
                    between Sellers and Purchaser.  The Sellers' Escrow
                    Agreement shall be substantially in the form of Exhibit "C"
                    hereto.  The Sellers' Escrow Agreement shall provide (among
                    other things) that (i) all interest that accrues on the
                    amount held in escrow shall be paid to the Sellers' pro rata
                    at the expiration or termination of the Sellers' Escrow
                    Agreement, and (ii) the amount held in escrow, including
                    accrued interest, shall be used to pay any unaccrued
                    expenses that arose prior to October 31, 1997; any debts,
                    liabilities, or obligations of the Company at the Balance
                    Sheet Date (hereinafter defined) that are not reflected in
                    the Financial Statements (hereinafter defined); and any
                    claims or costs (hereinafter defined) of cancellations on
                    extended service contracts that were sold prior to October
                    31, 1997; provided, however, the Escrow Agreement shall
                    provide that the Escrow Agent shall pay fifty percent (50%)
                    of any interest to the Sellers in order for the Sellers

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                    to pay the income taxes due on the interest.  Purchaser and
                    Sellers agree that if any receivables are written off prior
                    to Closing and after Closing payments are made on such
                    receivables, the payments shall be added to Sellers' escrow
                    account.

          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 1083 Skyland Drive, Zepher Cove, Nevada 89448, or
at such other place as may be mutually agreed upon by Purchaser and Sellers,
on the earlier of (a) 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 not earlier than January 1, 1998, or (b) January 19, 1998, subject to the
mutual agreement of the parties to select another date.  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 Toyota Motor Corporation, U.S.A.
("Toyota") prior to January 19, 1998, 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.   TRANSACTIONS AT CLOSING.  The following transactions shall
take place at Closing:

               a.   DELIVERIES BY SELLERS.  The Sellers shall deliver the
                    following to the Purchaser:

                     (i) Stock certificates representing the Shares in duly
                         transferable form;

                    (ii) Such other documents and instruments as Purchaser may
                         reasonably request in order to vest in Purchaser good
                         and marketable title to the Shares and to any and all
                         right, title, interest or claim of any kind that
                         Sellers may have in the properties, assets or business
                         of the Company;

                   (iii) Any consent required from the landlord under that
                         certain Triple Net Lease ("the Dealership Lease") dated
                         December 21, 1988, by and between Hans Hamann, Margo
                         Hamann, and Fritz Walter, and Beach Cities Toyota,
                         Inc.; the sublandlord under that certain Sublease
                         Agreement (the "Dealership Sublease") dated July 20,
                         1990, by and between Toyota Motor Sales, USA, Inc., and
                         Beach Cities Toyota, Inc.; the landlord under that
                         certain Ground Lease (the "Used Car Lot Lease") dated
                         April 16, 1990, by and between Abraham Perl, Trustee of
                         the Perl Property Trust and Fred

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                         Salehyan; and the sublandlord under that certain
                         Sublease (the "Used Car Lot Sublease") dated December
                         12, 1994, by and between California Auto Resale and
                         Tar-Car, Inc.;

                    (iv) A Phase I environmental site audit on all real property
                         currently owned, leased, or otherwise utilized by the
                         Company, paid for by the Sellers, in form and substance
                         satisfactory to Purchaser;

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

                    (vi) A Sellers' certificate in the form of Exhibit "D"
                         hereto, duly executed by the Sellers and the Company;

                   (vii) An opinion of counsel to the Sellers, in the form
                         of Exhibit "E" hereto;

                  (viii) An Investment Letter (hereinafter defined)
                         executed by Blomquist, in the form of Exhibit "F"
                         hereto;

                    (ix) A Registration Rights Agreement executed by Blomquist,
                         in the form of Exhibit "G" hereto;

                     (x) The Sellers' Escrow Agreement;

                    (xi) Any instruments and other documents specifically
                         required by this Agreement that are not otherwise set
                         forth in this subparagraph 6(a); and


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

               b.   DELIVERIES BY BUYER.  The Buyer shall deliver the following
to the Sellers:

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                     (i) The cash portions of the Purchase Price, the $1,350,000
                         Promissory Note, the $50,000 Promissory Note, and a
                         stock certificate representing the Restricted Stock;

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

                   (iii) The Purchaser's Escrow Agreement (hereinafter
                         defined);

                    (iv) Any instruments and other documents specifically
                         required by this Agreement that are not otherwise set
                         forth in this subparagraph 6(b); and

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

          7.   REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY.
 The Sellers and the Company jointly and severally represent and warrant to
Purchaser, effective as of the date of this Agreement and again at Closing,
each of the following:

               a.   AUTHORITY AND BINDING AGREEMENT.   Each Seller has the legal
                    power and capacity to enter into this Agreement and to
                    perform his obligations hereunder.  This Agreement has been
                    duly and validly executed and delivered by each Seller and
                    the Company and is a valid and binding obligation of each
                    Seller and the Company (relating to those certain agreements
                    of the Company contained in this Agreement), enforceable
                    against each Seller and the Company 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 and marketable title to the portion of
                    the Shares owned by that Seller, free and clear of any
                    security interests, 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.

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               b.   ORGANIZATION AND STANDING.   The Company is duly
                    incorporated, is validly existing, and is in good standing
                    under the laws of the State of California 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.  Schedule 7(b) will set forth
                    a complete and accurate list of all officers, directors and
                    assumed or fictitious names 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, except for the Company's
                    interest in San Diego Special Events Sales, LLC and Metro
                    Autoplex, Inc. 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 10,000 shares of common stock, having no par
                    value.  On the date hereof, Randt owns beneficially and of
                    record 9,000 shares of common stock of the Company and
                    Blomquist owns beneficially and of record 1,000 shares of
                    common stock of the Company, which collectively comprise the
                    Shares.  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 securities laws, and (v) are not subject to any
                    agreement that relates to the voting or control of any of
                    the Shares. 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.

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               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 Toyota, which require
                    the consent of Toyota; the Dealership Lease, which may
                    require the consent of the landlord; the Dealership
                    Sublease, which may require the consent of the sublandlord;
                    the Used Car Lot Lease, which may require the consent of the
                    landlord; the Used Car Lot Sublease, which may require the
                    consent of the sublandlord; and the Capital Loan, which may
                    require the consent of Toyota Motor Credit Corporation;
                    (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
                    California Department of Motor Vehicles, (ii) Toyota, or
                    (iii) the FTC and the Justice Department under the
                    Hart-Scott-Rodino Act.

               f.   REAL PROPERTY.   Schedule 7(f) will set forth a complete and
                    accurate (i) legal description of all real property owned by
                    the Company, and (ii) description of each lease or sublease
                    of real property under which the Company holds a leasehold
                    interest.  Each of the leases  and subleases are 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 and subleases to which it is a party and
                    is not in default under any of the leases or subleases to
                    which it is a party. The zoning of each tract of real
                    property owned, leased or otherwise utilized by the Company
                    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 Sellers nor the Company

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                    is aware of any pending or proposed changes to such zoning
                    or of any pending or proposed condemnation action, affecting
                    any real property owned, leased or otherwise utilized by the
                    Company.

               g.   TANGIBLE PERSONAL PROPERTY.   Schedule 7(g) will set forth a
                    complete and accurate description of (i) all equipment,
                    furniture, fixtures, and other tangible personal property
                    (other than inventory) owned by the Company, and (ii) each
                    lease of personal property 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.  To
                    the best of each Seller's and the Company's knowledge, the
                    Tangible Personal Property (hereinafter defined) 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.  All
                    Tangible Personal Property described on Schedule 7(g) shall
                    be at the dealerships, in good working order and condition,
                    and free and clear of all liens and other encumbrances.  On
                    November 1, 1997, the Company will have Tangible Personal
                    Property with a value, determined in accordance with
                    subparagraph 12(d)(iv),of at least $350,000.  As used in
                    this Agreement, the term "Tangible Personal Property" shall
                    mean all tangible personal property owned by the Company on
                    November 1, 1997.

               h.   INVENTORIES.  Schedule 7(h) will set forth a complete and
                    accurate description of the New Vehicle Inventory
                    (hereinafter defined), Remarketed Vehicle Inventory
                    (hereinafter defined), Used Vehicle Inventory (hereinafter
                    defined), and Parts and Accessories Inventory (hereinafter
                    defined).  As used in this Agreement, the term "New Vehicle
                    Inventory" shall mean all new vehicles and demonstrators
                    owned by the Company on November 1, 1997; the term
                    "Remarketed Vehicle Inventory" shall mean program cars
                    purchased through auction that are eligible for Toyota Motor
                    Credit Corporation's special floor planning; the term "Used
                    Vehicle Inventory" shall mean all used vehicles  owned by
                    the Company on November 1, 1997; and the term "Parts and
                    Accessories Inventory" shall mean all parts and accessories
                    purchased from Toyota and other reputable and reliable
                    suppliers, including tires, gas, oil, grease, body shop
                    materials and other inventories, and owned by the Company on
                    November 1, 1997.  To the

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                    best of each Seller's and the Company's knowledge, each
                    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 Toyota parts and accessories in the
                    inventory of the Company are returnable for full credit and
                    undamaged parts and accessories that are listed for sale in
                    the current dealer parts and accessories price schedule for
                    Toyota, except as set forth on Schedule 7(h).  In order for
                    the Company to conduct business reasonably consistent with
                    past and current practices, on November 1, 1997, the Company
                    will have the following:

                    (i)  a Used Vehicle Inventory with a value, determined in
                         accordance with subparagraph 12(d)(ii), of at least
                         $1,200,000;

                    (ii) a Parts and Accessories Inventory with a value,
                         determined in accordance with subparagraph 12(d)(iii),
                         at least $325,000; and

                   (iii) a New Vehicle Inventory that has a value,
                         determined in accordance with subparagraph 12(d)(i),
                         equal to the outstanding balance of the floor plan
                         indebtedness to Toyota Motor Credit Corporation for the
                         purchase of the New Vehicle Inventory; and

                    (iv) a Remarketed Vehicle Inventory with a value, determined
                         in accordance with subparagraph 12(d)(v), equal to the
                         outstanding balance of the floor plan indebtedness to
                         Toyota Motor Credit Corporation for the purchase of the
                         Remarketed Vehicle Inventory.

                    The New Vehicle Inventory, the Remarketed Vehicle Inventory,
                    the Used Vehicle Inventory, and the Parts and Accessories
                    Inventory shall be free and clear of all liens and other
                    encumbrances, except the security interest held by Toyota
                    Motor Corporation to secure the (a) floor plan indebtedness
                    for the New Vehicle Inventory and the Remarketed Vehicle
                    Inventory (collectively, the "Floor Plan"), and (b) the
                    Capital Loan.

               i.   LICENSES AND PERMITS.  Schedule 7(i) 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)

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                    are valid and in full force and effect, except as set forth
                    on Schedule 7(i), 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.  Schedule 7(j) 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 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 Schedule 7(j).  No additional
                    intellectual property is required by the Company for the
                    operation of its business.

               k.   TITLE TO PROPERTIES AND ENCUMBRANCES.   The Company has good
                    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 Schedules 7(f),
                    7(g), 7(h), 7(i) and 7(j).  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
                    Schedule 7(k), 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
                    September 30, 1997 (the "Balance Sheet Date"), and
                    statements of income and retained earnings for the periods
                    ending December 31, 1996 and September 30, 1997 (hereinafter
                    collectively referred to as the "Financial Statements").

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                    The Financial Statements were prepared by Karen Buley,
                    Controller of the Company, 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, except as set forth on
                    Schedule 7(l), 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.  Schedule 7(l) will set forth all (i) inter-Dealership
                    transactions, and (ii) related party transactions between
                    any one or more of the Dealerships, Randt, Blomquist, the
                    Company, and any of their affiliates.

               m.   INDEBTEDNESS FOR BORROWED MONEY AND GUARANTIES.  Schedule
                    7(m) 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.  Schedule 7(m) will also set forth a complete and
                    accurate list of (i) 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, (ii) 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 (iii) all loans from the Company to any person
                    or entity.

               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 for periods ending on or prior
                    to the Closing Date that are or will be due and payable by
                    either Seller, the Company, or by either Seller on behalf of
                    the Company have been or will be properly computed, duly
                    reported, fully paid, and discharged.  Neither Seller is
                    aware of any unpaid taxes that require

                                       12

<PAGE>

                    payment by the Company, except for current taxes not yet
                    due and 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, except for distribution of
                    fifty percent (50%) of the Company's profits for September
                    and October, 1997; (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, (vi) there has
                    not been any damage, destruction or loss (whether or not
                    covered by insurance) affecting any asset or property of

                                       13

<PAGE>

                    the Company; (vii) the Company has not made any capital
                    expenditure or commitment, individually or in the
                    aggregate, in excess of $10,000.00, except for the
                    execution of a purchase order on a $40,400 smog  and
                    emission testing machine that is required by the State of
                    California to do smog checks; (viii) the Company has not
                    made any loan or advance to any person or entity (other
                    than salary advances to employees that were less than
                    $500 per occurrence and less than $2,000 in the aggregate
                    to any employee) or 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
                    Schedule 7(m); (ix) the Company has not given any
                    indemnifications to any person or entity; (x)  the
                    Company has not acquired any properties or 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; (xv) the Company has not changed its past
                    practices in the acquisition or sale of its new vehicle,
                    used vehicle, or parts and accessories inventories; and
                    (xvi) the Company has not agreed, in writing or
                    otherwise, to do or permit any of the foregoing;

               p.   LITIGATION.  Schedule 7(p) 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 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.

                     (i) To the best of each Seller's and the Company's
                         knowledge, the

                                       14

<PAGE>

                         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.

                    (ii) 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
                         and the regulations promulgated thereunder 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.

                   (iii) Schedule 7(q) will set forth a complete and
                         accurate description of (x) each underground storage
                         tank of any kind or nature of which the Sellers or the
                         Company has any knowledge that is located or that was
                         located on any real property currently or formerly
                         owned, leased or otherwise utilized by the Company, (y)
                         a complete history of each underground storage tank,
                         including the dates and types of all tests, and (z) all
                         land and leasehold interests formerly owned, leased or
                         otherwise utilized by the Company.

                    (iv) The Company will deliver to Purchaser copies of all
                         existing environmental site audits in the possession of
                         either Seller or the Company that cover any real
                         property currently or formerly owned,

                                       15

<PAGE>

                         leased, or otherwise utilized by the Company.

               r.   CONTRACTS AND AGREEMENTS.   Schedule 7(r) 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 are in breach of any of the provisions
                    thereof.  Schedule 7(r) will list any contracts or
                    agreements which have a material adverse affect or are
                    likely to have a material adverse affect on the business,
                    operations, properties, assets, revenues, earnings,
                    liabilities, or condition (financial or otherwise) of the
                    Company.  Schedule 7(r) will also set forth a complete and
                    accurate list of all the Company's contracts in transit.

               s.   EMPLOYEE BENEFIT PLANS.   Schedule 7(s) 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.  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
                    accrued any liability of any kind under any employee benefit
                    plan other than as set forth in the Financial Statements.

               t.   INSURANCE.   Schedule 7(t) will set forth a complete and
                    accurate description of all insurance, including (without
                    limitation) property damage, general liability, earthquake,
                    flood and 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.   Schedule 7(u) will set forth a complete and
                    accurate list of

                                       16

<PAGE>

                    (i) all current employees of the Company and all
                    independent contractors regularly performing services on
                    behalf of the Company, (ii) their respective rates of
                    compensation, including any salary, bonus or other
                    payment arrangement made with any of them, and (iii) any
                    accrued vacation of any employees of the Company.  The
                    Company does not have any employment agreements or
                    employment contracts between the Company and any person
                    or entity.  The Company has furnished to Purchaser
                    complete and accurate copies of the pay plans for all
                    employees of the Company.  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.   Schedule 7(v) 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 collectible 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 Schedule
                    7(v), all of the accounts receivable and notes receivable
                    are current.  There are and at Closing there will be no
                    payables or receivables due or owing between either Seller
                    and the Company, except for the prior month's salary or
                    bonus, if any, owed by the Company to Randt or

                                       17

<PAGE>

                    Blomquist.

               w.   BROKERS.   Neither Seller nor the Company has employed,
                    directly or indirectly, any broker or finder, or incurred
                    any liability for any brokerage fees, commissions, or
                    finder's fees, and no broker or finder has acted directly or
                    indirectly for either Seller or the Company 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 or that will be 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 AND POWERS OF ATTORNEY.   Schedule 7(y) 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.

                    (i)  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 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.

                    (ii) Neither Seller knows of any reason why the Company
                         cannot

                                       18

<PAGE>

                         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, or for the possible
                         expiration of the Dealership Sublease on April 19,
                         1998.  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, or for the possible expiration of the
                         Dealership Sublease on April 19, 1998.

          8.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser represents
and warrants to each Seller, effective as of the date of this Agreement and
again at Closing, each of the following:

               a.   INCORPORATION.   Purchaser is duly incorporated, is validly
                    existing, and is in good standing under the laws of the
                    State of Delaware.  Purchaser shall deliver to Sellers a
                    certificate of good standing from the Delaware Secretary of
                    State.

               b.   AUTHORITY AND 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.   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 no
                    broker or finder has acted directly or indirectly for the
                    Purchaser in connection with this Agreement or the
                    transactions contemplated by this Agreement.

                                       19

<PAGE>

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

          10.  SELLERS' OBLIGATIONS PRIOR TO CLOSING.  Each Seller agrees to do
the following prior to Closing:

               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) Toyota, (ii) the FTC and the
                    Justice Department under the Hart-Scott-Rodino Act and all
                    regulations promulgated thereunder, and (iii) the California
                    Department of Motor Vehicles.

               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 business
                    organization, assets and properties, and vendor and supplier
                    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).

               c.   FULL ACCESS.  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

                                       20

<PAGE>

                    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 1996, 1997, and any
                    additional period requested by the Purchaser or 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 extended warranties, charge-backs,
                    inventory write downs, repossessions, contracts in transit,
                    and any other appropriate reserves and accruals. As used in
                    this Agreement, "Audited Financial Statements" shall mean an
                    audited (i) balance sheet dated September 30, 1997, for the
                    Company, and (ii) income statement for the nine (9) month
                    period ending September 30, 1997, for the Company.  The
                    Audit will be conducted by Purchaser's accountants, Price
                    Waterhouse, LLP.  Each Seller  agrees to cause the full
                    cooperation of the officers, directors, employees, agents
                    and representatives of the Company in the Audit as requested
                    by Purchaser.  The start date of the Audit is anticipated to
                    be October 13, 1997.  In addition, as near as possible to
                    the Closing Date, Price Waterhouse shall review the books
                    and  records of the Company for the period after September
                    30, 1997, and prepare a letter setting forth the unaudited
                    adjustments that should be made to the Net Worth (the "Net
                    Worth Adjustments").

               e.   NOTICE OF ADVERSE 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.   From the date hereof to the earlier of the
                    Closing Date or the date this Agreement expires or
                    terminates, 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

                                       21

<PAGE>

                    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.

               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.   INSURANCE AND RISK OF LOSS.  Until the Closing, each Seller
                    shall cause the Company to maintain the insurance the
                    Company is carrying in connection with the operation of the
                    Dealership, including (without limitation) property damage
                    insurance, general liability insurance, worker's
                    compensation,  and group health insurance.  The Sellers and
                    the Company shall have the risk of loss for damage by fire
                    or other casualty to the assets and properties of the
                    Company before Closing.  In the event of any material loss
                    or damage to the assets and properties of the Company prior
                    to Closing, Purchaser shall have the option to terminate
                    this Agreement.

               i.   ENVIRONMENTAL SITE AUDITS.  On or before October 31, 1997,
                    the Company shall obtain a Phase I 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 Laws.

               j.   CONSENT OF SUBLANDLORDS AND LANDLORDS.  The Sellers shall
                    furnish the Purchaser with any required consent from (i) the
                    landlord of the Dealership Lease, (ii) the sublandlord of
                    the Dealership Sublease, (ii) the landlord of the Used Car
                    Lot Lease, and (iv) the sublandlord of the Used Car Lot
                    Sublease.

                                       22

<PAGE>

               k.   INVESTMENT LETTER.   Blomquist agrees to execute and deliver
                    an Investment Letter (the "Investment Letter") in the form
                    of Exhibit "G" hereto.

               l.   CONDOMINIUM FURNITURE.   Randt shall pay off the balance, if
                    any, of any indebtedness owed on the furniture that was
                    located in his condominium on Thomas Street, San Diego,
                    California and described on Schedule 7(g), and such
                    furniture shall be the property of Randt.

          11.  PURCHASER'S OBLIGATIONS PRIOR TO CLOSING.    Purchaser agrees to
do the following prior to Closing:

               a.   DUE DILIGENCE.  On or before December 1, 1997, Purchaser
                    shall conduct and complete all investigations, reviews and
                    inspections of the business, operations, properties, assets,
                    revenues, earnings, liabilities, and condition (financial or
                    otherwise) of the Company which Purchaser and Purchaser's
                    representatives deem necessary or desirable to make an
                    informed and reasonable decision to complete the
                    transactions contemplated by this Agreement; provided,
                    however, that after December 1, 1997, until the transactions
                    contemplated by this Agreement close or this Agreement
                    expires or terminates, Purchaser may conduct such additional
                    investigations, reviews and inspections of the business,
                    operations, properties, assets, revenues, earnings,
                    liabilities, and condition (financial or otherwise) of the
                    Company as Purchaser and Purchaser's representatives deem
                    necessary or desirable to determine whether a material
                    adverse change has occurred since December 1, 1997 as a
                    result of any act by either Seller.

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

               c.   PURCHASER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
                    REGARDING THE COMPANY.   Purchaser acknowledges that it may
                    possibly have access to certain confidential information of
                    the Company, including (without limitation) lists of
                    accounts, operational policies, and pricing and costs
                    policies (the "Confidential Information").  The Purchaser
                    agrees that it will not disclose such Confidential
                    Information to any

                                       23

<PAGE>

                    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 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.

          12.  SELLERS' AND PURCHASER'S OBLIGATIONS PRIOR TO CLOSING.

               a.   ASSISTANCE.    Each Seller and Purchaser agree to use their
                    best efforts to create a workable, smooth and orderly
                    transition of Purchaser's acquisition of the Company.

               b.   HART-SCOTT-RODINO NOTIFICATION.   Within a reasonable time
                    after the execution and delivery of this Agreement, the
                    parties shall, if and to the extent required by law, file
                    all reports or other documents required or requested by the
                    FTC or the Justice Department under the Hart-Scott-Rodino
                    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
                    transactions, so that the waiting period specified in the
                    Hart-Scott-Rodino 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 notification
                    under and compliance with the Hart-Scott-Rodino Act and all
                    regulations promulgated thereunder.

               c.   REGISTRATION RIGHTS AGREEMENT.  Blomquist and Purchaser
                    agree to execute and deliver a Registration Rights Agreement
                    (the "Registration Rights Agreement") in the form of Exhibit
                    "E" hereto covering the Restricted Stock that will be
                    acquired by Blomquist at Closing.

               d.   PHYSICAL INVENTORIES.  On or before October 31, 1997,
                    Purchaser and

                                       24

<PAGE>

                    Sellers shall conduct a physical inventory of the New
                    Vehicle Inventory, the Remarketed Vehicle Inventory, the
                    Used Vehicle Inventory, the Parts and Accessories
                    Inventory, and the Tangible Personal Property.  The
                    physical inventories shall be collectively referred to in
                    this Agreement as the "Physical Inventories."  The value
                    of the New Vehicle Inventory, the Remarketed Vehicle
                    Inventory, the Used Vehicle Inventory, the Parts and
                    Accessories Inventory, and the Tangible Personal Property
                    shall be determined as follows:

                    (i)  Purchaser and Sellers shall calculate the value of the
                         New Vehicle Inventory.  The value of each new vehicle
                         shall be the cash sum equal to the factory invoice
                         price (excluding any Company internal profit) to the
                         Company, less any factory holdback rebate, any other
                         factory rebate or incentive which the Company may have
                         received, or to which the Company is or may become
                         entitled to receive, advertising credits and interest
                         credits, plus performed PDI (for which the Company has
                         not been reimbursed by Toyota) at the Company's cost
                         (excluding any internal profit, unless Toyota will
                         reimburse the Company for the profit) options added at
                         the Company's cost (excluding any internal profit), and
                         any freight and handling charges.  Purchaser and
                         Sellers shall agree to the value of any demonstrators.
                         It is understood and agreed that performed PDI will not
                         be added to the value of any new vehicle unless Toyota
                         has agreed that it will reimburse the Company for such
                         PDI. The value of any new vehicle shall be decreased by
                         an amount equal to the Company's cost (excluding any
                         internal profit) of repair for any physically damaged
                         vehicle.  Sellers agree that all factory rebates and
                         other credits on any new vehicles shall be retained by
                         the Company.  The value of any new vehicle should be
                         reduced by the following percentages based on the
                         number of days since invoice date:

                              0-30 days       0%
                              31-60 days      5%
                              61-90 days     10%

                         Any reduction determined pursuant to this formula shall
                         be added back to the Net Worth as of the October 31,
                         1997 to determine the Net Worth of the Company for the
                         final acquisition price.  Any other deduction as it
                         relates to inventory for LCM or obsolescence shall be
                         considered a deduction for Net Worth computational

                                       25

<PAGE>

                         purposes.

                    (ii) Purchaser and Sellers shall agree to the value of the
                         Used Vehicle Inventory.  If Purchaser and Sellers fail
                         to agree on the value of any used vehicle, Sellers
                         shall purchase the used vehicle at its net book value
                         as reflected in the books and records of the Company
                         and such used vehicle shall be removed from the Used
                         Vehicle Inventory.  Purchaser agrees to allow Sellers
                         to store any used vehicles purchased by Sellers from
                         the Used Vehicle Inventory at 7777 Convoy Court, San
                         Diego, California, for  a period of sixty (60) days in
                         order to allow Sellers time to sell the used vehicles.

                   (iii) Purchaser and Sellers shall calculate the value of
                         the Parts and Accessories Inventory.  The value of the
                         Toyota parts and accessories shall be the cost of the
                         parts and accessories set forth in the Toyota price
                         schedule in effect on the date of the inventory.
                         Purchaser and Sellers shall agree to the value of any
                         non-Toyota parts and accessories.   The Sellers agree
                         that all rebates and credits on any parts or
                         accessories earned on or after November 1, 1997, shall
                         be retained by the Company.

                    (iv) Purchaser and Sellers shall agree to the value of the
                         Tangible Personal Property.

                     (v) Purchaser and Sellers shall agree to the value of the
                         Remarketed Vehicle Inventory.  If Purchaser and Sellers
                         fail to agree on the value of any remarketed vehicle,
                         Sellers shall purchase the remarketed vehicle at its
                         net book value as reflected in books and records of the
                         Company and such remarketed vehicle shall be removed
                         from the Remarketed Vehicle Inventory.  Purchaser
                         agrees to allow Sellers to store any remarketed vehicle
                         purchased by Sellers from the Remarketed Vehicle
                         Inventory at 7777 Convoy Court, San Diego, California,
                         for a period of sixty (60) days in order to allow
                         Sellers time to sell the remarketed vehicles.

          13.  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

                                       26

<PAGE>

                    and warranties made by the Sellers and the Company in or
                    pursuant to 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.  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. Sellers 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 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 a Phase I environmental site audit 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
                    Purchaser  arising under any Environmental Laws, then the
                    Company shall have either (i) cured such environmental
                    condition and received a "no further action" letter from the
                    United States Environmental Protection Agency and the
                    applicable state agency, or (ii) given Purchaser written
                    notice that the Company has elected to terminate

                                       27

<PAGE>

                    this Agreement.

               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 are required,
                    including (without limitation) (i) Toyota, (ii) the FTC and
                    the Justice Department under the Hart-Scott-Rodino Act and
                    the regulations promulgated thereunder, and (iii) the
                    California Department of Motor Vehicles.  Without limiting
                    the generality of the foregoing, Toyota must approve
                    Purchaser as the dealer for the Dealership in San Diego,
                    California prior to Closing.

               g.   COMPLIANCE WITH SECURITIES LAWS.   Purchaser shall have (i)
                    received the Investment Letter, (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.

               h.   CONSENT OF SUBLANDLORDS AND LANDLORDS.  The Purchaser shall
                    have received any required consent from (i) the landlord of
                    the Dealership Lease, (ii) the sublandlord of the Dealership
                    Sublease, (iii) the landlord of the Used Car Lot Lease, and
                    (iv) the sublandlord of the Used Car Lot Sublease.

               i.   PHYSICAL INVENTORIES.   Purchaser shall have conducted the
                    Physical Inventories.

               j.   DUE DILIGENCE.  Based on such examinations and inquiries as
                    Purchaser shall have made or shall have caused to be made in
                    accordance with this Agreement,  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.

                                       28

<PAGE>

               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
                    were issued and will be transferred to Purchaser, in
                    compliance with all state and federal securities laws.  The
                    Company 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 Hart-Scott-Rodino Act, and the regulations
                    promulgated thereunder, shall have expired.

               o.   AUDIT.  Price Waterhouse shall have timely performed the
                    Audit and the review of the period after September 30, 1997,
                    prepared the Audited Financial Statements, and delivered a
                    copy of the Audited Financial Statements and the Net Worth
                    Adjustments to Purchaser.

               p.   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.

               q.   NET WORTH AND VALUE OF INVENTORIES.  On October 31, 1997,
                    (i) the Net Worth shall be at least $825,000, (ii) the value
                    of  the Used Vehicle Inventory shall be at least $1,200,000,
                    (iii) the value of the Parts and Accessories Inventory shall
                    be at least $325,000, (iv) the value of the Tangible
                    Personal Property shall be at least $350,000, (v) the value
                    of the New Vehicle Inventory shall be equal to the floor
                    plan indebtedness to Toyota Motor Credit Corporation for the
                    purchase of the New Vehicle Inventory, and (vi) the value of
                    the Remarketed Vehicle Inventory shall be equal to the floor
                    plan indebtedness to Toyota Motor Credit Corporation for the
                    purchase of Remarketed Vehicle Inventory.

               r.   CAPITAL LOAN.  On the Closing Date, the outstanding balance
                    (principal and accrued interest) on the Capital Loan shall
                    not exceed $700,000.

          14.  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

                                       29

<PAGE>

Seller:

               a.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS.   All
                    representations and warranties made by the Purchaser in or
                    pursuant to 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 subparagraphs 4(a)(i)
                    and 4(b)(i) of this Agreement, (ii) the Restricted Stock,
                    (iii) the $1,350,000 Note, (iv) the $50,000 Note, and (v)
                    $500,000 to the escrow agent to be held under the Seller's
                    Escrow Agreement.

               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.

               d.   REGISTRATION RIGHTS AGREEMENT.  Purchaser shall have
                    executed and delivered to Blomquist the Registration Rights
                    Agreement.

               e.   EXHIBITS.  Sellers shall have timely received all exhibits
                    to this Agreement.

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

          15.  SELLERS' OBLIGATIONS AFTER CLOSING.

               a.   INDEMNITY BY SELLERS.   Sellers jointly and severally shall
                    indemnify, defend and hold Purchaser harmless from and
                    against any and all liabilities, damages, losses, claims,
                    costs and expenses, including (without limitation)
                    reasonable attorneys' fees, arising from or related to

                                       30

<PAGE>

                    (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 or the nonperformance of any covenant or
                    obligation of either Seller under this Agreement, (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, (iv) any condition, activity, or event existing or
                    occurring prior to the Closing Date arising or resulting
                    from any acts or omissions of the Company during the
                    period after the date of incorporation of the Company
                    that created or creates any product or environmental
                    liability, (v) 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 (vi) any and all actions, suits,
                    proceedings, demands and judgments, arising from or
                    related to any of the matters set forth in this
                    subparagraph 15(a).

               b.   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 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.

               c.   RANDT'S COVENANT NOT TO COMPETE.  Randt agrees that he will
                    not, either directly or indirectly, alone or with others,
                    either as an employee, owner, partner, agent, stockholder,
                    member, director, officer or otherwise, enter into or engage
                    in the business of operating a new vehicle dealership, used
                    car lot, warranty repair business, or other related business
                    which may compete directly or indirectly with the Purchaser
                    within the San Diego metropolitan area (the "Restricted
                    Area") for a

                                       31

<PAGE>

                    period of three (3) years from the Closing Date (the
                    "Restricted Period"), provided that Randt may (i) sell
                    any used cars he purchased from the Used Vehicle
                    Inventory, (ii) collect accounts and notes receivables
                    for the Company, and (iii) pay the debts, liabilities and
                    obligations for the Company, in accordance with the terms
                    of this Agreement. Further, Randt shall not individually,
                    or in conjunction with others, within the Restricted
                    Period and Restricted Area, directly or indirectly,
                    solicit or hire any employee of the Company or encourage
                    such employee to leave such employment unless such
                    employee has already terminated such employment with the
                    Company or the Purchaser and Randt have mutually agreed
                    in advance to the solicitation or employment.  Randt also
                    agrees that in the event of a breach of these covenants,
                    the Purchaser may protect its rights by injunction or
                    otherwise.

          16.  INDEMNITY BY PURCHASER.  Purchaser shall indemnify, defend and
hold Sellers harmless from and against any and all liabilities, damages, losses,
claims, costs and expenses, including (without limitation) reasonable attorneys'
fees arising from or related to (a) any breach of any warranty or representation
made by Purchaser in this Agreement or the nonperformance of any covenant or
obligation of Purchaser under this Agreement, or (b) Purchaser's operation of
the Dealership on or after the Closing Date.


          17.  INFORMATION REGARDING THE PURCHASER.

               a.   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.

               b.   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 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,


                                       32

<PAGE>


                    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.

          18.  TERMINATION.

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

               b.   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 of the
                    Sellers herein contained, or if there shall have been a
                    material breach by either Seller of any of the warranties
                    and representations of the Sellers 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.

               c.   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 of the 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.

          19.  SECTION 338(h)(10) ELECTIONS.

               a.   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.

               b.   Purchaser and Sellers shall jointly file Form 8023-A with
                    the Internal

                                       33

<PAGE>

                    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).

               c.   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.

               d.   Purchaser agrees that it will not step-up the basis on any
                    fixed assets of the Company unless Purchaser and Sellers
                    otherwise agree.

          20.  MANAGEMENT AGREEMENT.

               a.   On the date of this Agreement, Purchaser and the Company
                    shall execute a management agreement (the "Management
                    Agreement") to be effective November 1, 1997, under which
                    the Purchaser will manage the Dealership and will receive a
                    management fee in accordance with the Management Agreement
                    in cash in an amount equal to the monthly net income arising
                    from the business and operation of the Dealership.

               b.   Prior to the commencement of the Management Agreement, the
                    Sellers agree to cause the Company to take all new cars and
                    trucks allocated to the Dealership, to floor plan all new
                    cars and trucks with Toyota Motor Credit Corporation, and
                    not to wholesale any new vehicles without the Purchaser's
                    prior written consent.

          21.  ADDITIONAL AGREEMENTS.

               a.   RANDT'S RIGHT TO PURCHASE VEHICLES.  Randt shall have the
                    right to purchase five (5) new Toyota vehicles from any
                    Toyota franchised dealership owned by Purchaser over the
                    next five (5) years from the dealership's inventory at the
                    dealership's invoice cost plus $35, taxes, title, and
                    licensing on each vehicle.  Up to three (3) of the vehicles
                    may be purchased during the first twelve (12) months after
                    the Closing Date.

                                       34

<PAGE>

               b.   PAYMENT OF OBLIGATIONS; COLLECTION OF RECEIVABLES.
                    Notwithstanding anything contained in this Agreement to the
                    contrary, prior to the Closing Date, Sellers shall assist
                    the Company in (i) paying all outstanding debts,
                    liabilities, and obligations of the Company, whether matured
                    or unmatured, that arose prior to November 1, 1997,
                    provided that the Company shall not be obligated to pay the
                    Floor Plan or the capital loan (the "Capital Loan") in the
                    original principal amount of $1,200,000 from Toyota Motor
                    Credit Corporation to the Company, and (ii) collecting all
                    receivables that arose prior to November 1, 1997.

               c.   NEW ACCOUNTS.  Purchaser and Sellers agree that the payment
                    of all outstanding debts, liabilities and obligations of the
                    Company that arose prior to the November 1, 1997 and the
                    collection of all receivables that arose prior to November
                    1, 1997, shall be made through the Company's existing
                    operating accounts at Union Bank of California.  The Company
                    shall open new operating accounts at Union Bank of
                    California  for the transaction of the business of the
                    Company on and after November 1, 1997.

               d.   PURCHASE OF EXCESS USED CAR INVENTORY.  On November 1, 1997,
                    Purchaser shall purchase (for cash and free of all liens,
                    claims, or other encumbrances) all of the Used Car Inventory
                    in excess of $1,200,000 (the "Excess") based on the value
                    determined in accordance with subparagraph 12(d)(ii).  The
                    Excess shall be used by the Company and the Sellers to pay
                    all outstanding debts, liabilities, and obligations of the
                    Company.  Notwithstanding anything contained in this
                    Agreement to the contrary, in the event this Agreement
                    expires or terminates, the Company shall repurchase (for
                    cash and free of all liens, claims and other encumbrances)
                    any of the used vehicles purchased by Purchaser that are
                    still owned by the Purchaser based on the value determined
                    in accordance with subparagraph 12(d)(ii).

               e.   MAINTENANCE OF RECORDS.  Purchaser agrees that it will
                    maintain the books and records of the Company for the period
                    (i) required by law, or (ii) reasonably requested by the
                    Sellers, and will provide the Sellers with such information
                    from the books and records as the Sellers reasonably request
                    from time to time.  In addition, the Purchaser agrees that
                    the accounting staff of the Dealership will assist the
                    Sellers in collecting the accounts receivable, collecting
                    payments on the notes receivable, and paying all outstanding
                    debts, liabilities, and obligations of the Company prior to
                    the Closing Date and thereafter as reasonably requested.

                                       35

<PAGE>

               f.   UNDISTRIBUTED 1997 PROFITS.  Sellers and Purchaser agree
                    that Sellers shall be entitled to take their respective
                    portion of fifty percent (50%) of the Company's  profits for
                    September and October, 1997.  The remaining fifty percent
                    (50%) of such profits shall be retained by the Company.

               g.   RELEASE OF GUARANTEES.  Purchaser agrees to use reasonable
                    efforts in order to obtain the release of Randt and
                    Blomquist from any personal guaranties they have made of any
                    debt or obligation of the Company, including (without
                    limitation) any guaranties of the Floor Plan, the Dealership
                    Sublease, the Used Car Lot Sublease, or the Capital Loan.

               h.   INVENTORY WRITEDOWN.  It is understood and agreed that prior
                    to October 31, 1997, the Company shall write down the Parts
                    and Accessories Inventory by $58,000.

               i.   PROTEST OF TAXES.  Sellers shall have the right to protest
                    through all administrative and legal channels, at Sellers'
                    sole cost and expense, any proposed adjustment that would
                    result in any additional tax liability for the Company for
                    any year for which the Sellers are liable.

               j.   TAXES ON LIFO RESERVE.  The Purchaser agrees to pay all
                    income taxes payable for the recapture of the LIFO Reserve.

               k.   TAXES ON THE DEFERRED PROFIT.  The Purchaser agrees to pay
                    all  income taxes payable on the Deferred Profit that is
                    retained by the Company.

          22.  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.

                                       36

<PAGE>

               b.   EXHIBITS.  Preliminary drafts of all Schedules and Exhibits
                    A through E shall be prepared by the Sellers on or before
                    November 15, 1997 and delivered to Purchaser for Purchaser's
                    review.  Preliminary drafts of Exhibits F and G shall be
                    prepared by Purchaser on or before November 15, 1997 and
                    delivered to Sellers for Sellers' review.  Final Schedules
                    and Exhibits shall be prepared by the party that prepared
                    the preliminary drafts, initialed by the parties, and
                    attached to this Agreement on or before December 1, 1997.
                    When attached to this Agreement, the Schedules and Exhibits
                    shall be made a part of this Agreement by reference.

               SCHEDULES:

                    Schedule 7(b)  Officers, Directors, and Assumed Names
                    Schedule 7(f)  Real Property
                    Schedule 7(g)  Tangible Personal Property
                    Schedule 7(h)  Inventories
                    Schedule 7(i)  Licenses
                    Schedule 7(j)  Intellectual Property
                    Schedule 7(k)  Encumbrances
                    Schedule 7(l)  Related Parties Transactions
                    Schedule 7(m)  Indebtedness and Guaranties
                    Schedule 7(p)  Litigation
                    Schedule 7(q)  Underground Storage Tanks
                    Schedule 7(r)  Contracts and Agreements
                    Schedule 7(s)  Employee Benefit Plans
                    Schedule 7(t)  Insurance
                    Schedule 7(u)  Personnel
                    Schedule 7(v)  Accounts Receivable
                    Schedule 7(y)  Bank Accounts and Powers of Attorney

               EXHIBITS:

                    Exhibit "A"    $1,350,000 Note
                    Exhibit "B"    $50,000 Note
                    Exhibit "C"    Sellers' Escrow Agreement
                    Exhibit "D"    Sellers' Certificate
                    Exhibit "E"    Opinion of Sellers' Counsel
                    Exhibit "F"    Investment Letter
                    Exhibit "G"    Registration Rights Agreement

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<PAGE>

               c.   THIRD PARTY CONSENTS.  The Sellers and the Purchaser
                    mutually agree to cooperate and use their respective
                    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 entities 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.

               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


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<PAGE>

                    affected thereby.

               i.   EXPENSES.  Whether or not the transactions contemplated by
                    this Agreement are 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 heirs, administrators,
                    executors, successors and permitted assigns.   Purchaser may
                    assign its rights under this Agreement to an affiliated
                    entity, and thereafter the Purchaser and its assignee shall
                    be fully obligated, responsible and liable for the
                    performance of the Purchaser's obligations hereunder.
                    Neither Seller may assign any of his rights or delegate any
                    of his obligations hereunder.  Any assignment in violation
                    of this Agreement  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 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
                    (806) 374-8653

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<PAGE>

               IF TO SELLERS:

                    Thomas A. Randt.
                    1083 Skyland Drive
                    P.O. Box 10391
                    Zepher Cove, Nevada 89448
                    (702) 588-1917

               and

                    Ronald J. Blomquist
                    735 Spring Time Way
                    El Cajon, California 92019
                    (619) 588-7173

               with a copy to:

                    Alan Williams
                    1650 Hotel Circle North, Suite 210
                    San Diego, California 92108

                    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 Sellers 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 either 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

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<PAGE>

                    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.   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.

               r.   GOVERNING LAW.  This Agreement shall be construed, enforced,
                    and governed in accordance with the laws of the State of
                    California.

               s.   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 San Diego County, California.

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

[SIGNATURE PAGE TO FOLLOW]

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<PAGE>

     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:
                                       ----------------------------------------
                                       Robert W. Hall, Vice Chairman

                                    SELLERS:

                                    -------------------------------------------
                                    THOMAS A. RANDT

                                    -------------------------------------------
                                    RONALD J. BLOMQUIST

     COMPANY:                       TAR-CAR, INC., a California corporation,
                                    d/b/a Toyota
                                    By The Bay, Auto Central Used Car Sales
                                    and Credit Union Buying Services

                                    By:
                                       ----------------------------------------
                                       Thomas A. Randt, President and Secretary

                                    By:
                                       ----------------------------------------
                                       Ronald J. Blomquist, Vice President
     SPOUSAL CONSENT

     I hereby (a) consent to the execution and performance of the Stock
Purchase Agreement by Ronald J. Blomquist, and (b) acknowledge that Ronald J.
Blomquist's performance of his obligations under the Stock Purchase Agreement
will be binding upon my community interest, if any, in the Shares (as defined
in the Stock Purchase Agreement).

                                          -------------------------------------
                                          Linda L. Blomquist


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