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                                                                     EXHIBIT 2.2

                           STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 23rd day of January, 1997, by and between CROSS-CONTINENT AUTO
RETAILERS, INC., a Delaware corporation ("Purchaser"), and R. DOUGLAS SPEDDING
("Seller").

                                 RECITALS

      A.  The Seller is or will be the owner of all of the issued and
outstanding shares of capital stock of (1) Toyota West Sales and Service, Inc.,
a Nevada corporation, and (2) Douglas Toyota, Inc., a Colorado corporation.

      B.  Toyota West Sales and Service, Inc. and Douglas Toyota, Inc. shall
hereinafter be referred to individually as a "Corporation" and collectively as
the "Corporations."

      C.  Purchaser desires to purchase all of the issued and outstanding
capital stock of each Corporation, and Seller desires to sell such stock to
Purchaser, for the consideration and upon the terms and conditions set forth in
this Agreement.

                                 AGREEMENT

          For and in consideration of the premises and the mutual covenants
contained herein, Purchaser and Seller agree as follows:

      1.  TRANSFER OF SHARES.   Subject to the terms and conditions set forth in
this Agreement, on the Closing Date (hereinafter defined) Seller shall sell,
transfer, convey, assign, and deliver (a) 49,000 shares of common stock of
Toyota West Sales and Service, Inc. (the "Toyota West Shares"), and (b) 2,800
shares of common stock of Douglas Toyota, Inc. (the "Douglas Toyota Shares"), to
Purchaser by endorsing and delivering stock certificates representing the Shares
(hereinafter defined) in duly transferable form, and by executing and delivering
such other documents and instruments and taking such other actions as Purchaser
may reasonably request in order to vest in Purchaser good, absolute, and
marketable title to the Shares and to any and all other right, title, interest,
claim, or demand of any kind that Seller may have in the properties, assets, or
business of each Corporation.  As used in this Agreement, "Shares" shall mean
the Toyota West Shares and the Douglas Toyota Shares.

      2.  PURCHASE PRICE.   The total price to be paid by Purchaser to Seller
for the Shares shall be $40,000,000 (the "Purchase Price"), subject to the
adjustments set forth in Paragraph 3 of this Agreement.  The Purchase Price
shall be allocated between the Toyota West Shares and the Douglas Toyota Shares
as follows:

          (a)  Toyota West Shares                $28,000,000

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          (b)  Douglas Toyota Shares                 $12,000,000

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

      (a) In the event the Aggregate Adjusted Net Worth (hereinafter defined) is
          less than $6,000,000, the Purchase Price shall be reduced by an amount
          equal to the difference between $6,000,000 and the Aggregate Adjusted
          Net Worth.  As used in this Agreement, the term "Aggregate Adjusted
          Net Worth" shall mean the aggregate net worth of the Corporations as
          shown as total shareholder's equity on the consolidated balance sheet
          of the Corporations in the Audited Financial Statements (hereinafter
          defined), as (i) adjusted by the inventory adjustments set forth in
          subparagraph 15(i), (ii) adjusted by the Post 1996 Adjustments
          (hereinafter defined), and (iii) reduced by the net book value of any
          intangible assets.

      (b) In the event the Aggregate 1996 Earnings (hereinafter defined) are
          less than $10,000,000, Purchaser and Seller shall mutually agree on
          what adjustments, if any, shall be made to the Purchase Price.  As
          used in this Agreement, the term "Aggregate 1996 Earnings" shall mean
          the aggregate amount of the Corporations' 1996 net profit before
          income taxes as shown on the Corporations' consolidated income
          statement for 1996 in the Audited Financial Statements.

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

      (a) $27,000,000, less the adjustments set forth in Paragraph 3 of this
          Agreement, to Seller in immediately available funds.

      (b) Purchaser shall issue to Seller the number of shares of restricted
          common stock of Purchaser that, when multiplied by the closing price
          for the stock of Purchaser quoted in the Wall Street Journal for the
          first business day prior to the date that the transactions
          contemplated by this Agreement are announced to the public by
          Purchaser (the "Pricing Date"), will equal $12,000,000; provided,
          however, that if the closing price for the stock of Purchaser quoted
          in the Wall Street Journal for the Pricing Date is (i) less than
          $18.00 per share, the price to be used in making the calculation shall
          be $18.00, and (ii) greater than $24.00 per share, the price to be
          used in making the calculation shall be $24.00.  Purchaser shall not
          issue any fractional shares and shall pay Seller cash in lieu of any
          fractional shares based on the closing price for the stock of
          Purchaser quoted in the Wall Street Journal for the Pricing Date.

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      (c) $1,000,000 shall be paid into a joint interest-bearing account for
          twelve (12) months under an escrow agreement (the "Escrow Agreement")
          between Seller and Purchaser.

      5.  INDEPENDENT CONSIDERATION.  Contemporaneously with the execution of
this Agreement, Purchaser shall pay Seller $50,000, (a) as independent
consideration for the execution of this Agreement by Seller, but shall be
applied as part of, and not in addition to, the Purchase Price for the Shares,
and (b) for Seller's standstill agreement set forth in subparagraph 9(f).  Any
other provision of this Agreement to the contrary notwithstanding, in the event
of the termination of this Agreement prior to Closing for any reason other than
the default of Seller, such independent consideration shall be paid to, and
shall be retained by, Seller.  Absent a default hereunder by Seller, such
independent consideration is deemed earned by Seller as of the date of this
Agreement and is non-refundable.  In the event of the termination of this
Agreement prior to Closing as a result of a default by Seller, Seller shall
return such independent consideration to Purchaser.

      6.  CLOSING.   Subject to the terms and conditions set forth in this
Agreement, the closing ("Closing") of the purchase and sale of the Shares shall
take place at the offices of Burg & Eldredge, P.C., or at such other place as
may be mutually agreed upon by Purchaser and Seller, as soon as practicable
following the date on which all conditions to the obligations of the parties
hereunder (other than those requiring the taking of action at the Closing) have
been satisfied or waived but no later than March 1, 1997.  The date on which the
Closing is to occur is hereinafter referred to as the "Closing Date."  Any other
provision of this Agreement to the contrary notwithstanding, if Seller and
Purchaser have not obtained the consents required by this Agreement, prior to
March 1, 1997, either Seller or Purchaser shall have the right to extend the
Closing Date 60 days by giving written notice to the other party.

      7.  REPRESENTATIONS AND WARRANTIES OF SELLER.   The Seller represents and
warrants to Purchaser as follows:

      (A) AUTHORIZATION.   Seller has the authority to execute and deliver this
          Agreement and to perform Seller's obligations hereunder.  This
          Agreement is a valid and legally binding obligation of Seller,
          enforceable against Seller in accordance with its terms, except as the
          enforceability thereof may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws relating to the
          enforcement of creditors' rights generally and by general principles
          of equity (regardless of whether such enforceability is considered in
          a proceeding in equity or at law).  Douglas J. Spedding owns 280
          shares of Douglas Toyota, Inc.  The shares of Douglas Toyota, Inc.
          owned by Douglas J. Spedding are subject to that certain Stock
          Purchase and Re-Purchase  Agreement (the "Buy-Sell Agreement") dated
          December 31, 1992, by and between Seller and Douglas J. Spedding, a
          copy of which is attached hereto as Exhibit "A."  Prior to Closing the
          Seller will purchase the shares of Douglas Toyota, Inc.

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          owned by Douglas J. Spedding. The Seller will have at Closing (i)
          good, absolute, and marketable title to the Shares, free and clear of
          any liens, claims, encumbrances, or restrictions of any kind, and (ii)
          the complete and unrestricted right, power, and authority to sell,
          transfer, and assign the Shares in accordance with this Agreement.

      (B) INCORPORATION AND GOOD STANDING.  Each Corporation is duly organized,
          validly existing and in good standing under the applicable laws of the
          state of its incorporation 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.  Seller has
          delivered to Purchaser complete and accurate copies of each
          Corporation's articles of incorporation and bylaws, including all
          amendments thereto.  Each Corporation is qualified to do business and
          is in good standing in each state in which it transacts business.
          Neither Corporation has any subsidiaries nor any direct or indirect
          equity interest in any corporation, partnership, or other entity.
          Each Corporation has elected to be taxed as an "S" corporation under
          Section 1362 of the Internal Revenue Code of 1986, as amended, and
          Seller agrees to cause each Corporation to maintain it's "S"
          corporation status.

      (C) CAPITALIZATION. (i) Toyota West Sales and Service, Inc..  The
          authorized capital stock of Toyota West Sales and Service, Inc.
          consists of 49,000 shares of common stock, par value $0.01 per share.
          The Toyota West Shares constitute all of the issued and outstanding
          shares of capital stock of Toyota West Sales and Service, Inc., have
          been validly authorized and issued, are fully paid and nonassessable,
          have not been issued in violation of any preemptive rights or of any
          federal or state securities law.  On the date hereof, the Toyota West
          Shares are owned beneficially and of record by the Seller.  There are
          and will be on the Closing Date no outstanding subscriptions, options,
          rights, warrants, convertible securities, or other agreements or
          commitments obligating Toyota West Sales and Service, Inc. to issue
          any additional shares of its capital stock of any class or any other
          securities of any kind.  There are no agreements that relate to the
          voting or control of the Toyota West Shares.

          (ii)  Douglas Toyota, Inc..  The authorized capital stock of Douglas
          Toyota, Inc. consists of 49,000 shares of common stock, having no par
          value.  The Douglas Toyota Shares constitute all of the issued and
          outstanding shares of capital stock of Douglas Toyota, Inc., have been
          validly authorized and issued, are fully paid and nonassessable, have
          not been issued in violation of any preemptive rights or of any
          federal or state securities law.  On the date hereof, Seller owns
          2,520 shares of Douglas Toyota, Inc. and Douglas J. Spedding owns 280
          shares of Douglas Toyota, Inc.  The shares of Douglas Toyota, Inc.
          owned by Douglas J. Spedding are subject to the Buy-Sell Agreement.
          All of the Douglas Toyota Shares are fully paid and non-assessable.
          There are and will be on the Closing Date no outstanding
          subscriptions, options, rights,

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          warrants, convertible securities, or other agreements or commitments
          obligating Douglas Toyota, Inc. to issue any additional shares of its
          capital stock of any class or any other securities of any kind. Except
          for the Buy-Sell Agreement, there are no agreements that relate to the
          voting or control of the Douglas Toyota Shares.

      (D) NO CONFLICTS.   To the best of Seller's knowledge, 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, the articles of
          incorporation or bylaws of either of the Corporations, any contract,
          agreement, mortgage, deed of trust, or other instrument or obligation
          to which either of the Corporations or the Seller are parties or by
          which any of them is bound, or violate any provision of any applicable
          law or regulation or of any order, decree, writ or injunction of any
          court or governmental body, or result in the creation or imposition of
          any lien, charge, restriction, security interest or encumbrance of any
          nature whatsoever on any property or asset of either of the
          Corporations or on the Shares.

      (E) CONSENTS.   No consent from, or other approval of, any governmental
          entity or agency or any other person or entity is necessary in
          connection with the execution, delivery or performance of this
          Agreement by Seller, other than consent from  (i) the Colorado
          Department of Transportation, (ii) Toyota Motor Corporation of
          America,  and (iii) the Department of Motor Vehicles of the State of
          Nevada.

      (F) REAL PROPERTY.   Exhibit "B" will set forth a complete and accurate
          (i) legal description of all real property owned by each Corporation,
          (ii) legal description of all real property in which each Corporation
          has a leasehold interest, (iii) description of each lease under which
          each Corporation holds such leasehold interests, and (iv) legal
          description of the real property owned by Seller that will be covered
          by the Purchase Agreements (hereinafter defined).  Each of the leases
          is in full force and effect and constitutes a legal, valid and binding
          obligation of the parties thereto.  Each Corporation 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 Seller's knowledge, the zoning of
          each tract of real property which will be described in Exhibit "B"
          permits the presently existing improvements and the continuation of
          the business presently being conducted on such real property.  To the
          best of Seller's knowledge, Seller is not aware of any pending or
          proposed changes to such zoning.  Exhibit "B" will also set forth (i)
          a complete and accurate description of the real property to which each
          Corporation intends to relocate its dealership, and (ii) the owner of
          such real property.

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      (G) TANGIBLE PERSONAL PROPERTY.   Exhibit "C" will set forth a complete
          and accurate description of all equipment, furniture, fixtures, and
          other tangible personal property owned by, in possession of, or used
          by each Corporation in connection with its business and a complete and
          accurate description of all tangible personal property in which each
          Corporation has a leasehold interest, together with a complete and
          accurate description of each lease under which each Corporation holds
          such leasehold interests.  Each of the leases is in full force and
          effect and constitutes a legal, valid, and binding obligation of the
          parties thereto.  Each Corporation 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.

      (H) INVENTORIES.   Exhibit "D" will set forth a complete and accurate
          description of the inventory (new vehicles, used vehicles, and parts
          and accessories) of each Corporation.  To the best of Seller's
          knowledge, the inventory of each Corporation consists of goods of a
          quality and in quantities that are saleable in the ordinary course of
          its business with normal mark-up at prevailing market prices.  To the
          best of Seller's knowledge, all parts and accessories in the inventory
          of each Corporation are returnable and undamaged parts and accessories
          that (i) are still in the original, resaleable merchandising package,
          and in unbroken lots, (ii) were listed for sale in the then-current
          dealer parts and accessories price schedule for the represented
          manufacturers, (iii) were purchased directly from the represented
          manufacturers, and (iv) are returnable under the terms of the
          represented manufacturers' sales and service agreement for credit to
          the account of the Corporation.

      (I) LICENSES AND PERMITS.  Exhibit "E" will set forth a complete and
          accurate description of all permits, licenses, franchises,
          certificates, and similar items and rights, owned or held by each
          Corporation (hereinafter collectively referred to as the "Licenses and
          Permits").  The Licenses and Permits are adequate for the operation of
          each Corporation's business; are valid and in full force and effect,
          except as set forth on Exhibit "E;" and 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 either of the Corporations for the operation of its
          business.

      (J) INTELLECTUAL PROPERTY.  Exhibit "F" will set forth a complete and
          accurate description of all intellectual property presently in use by
          each Corporation, which intellectual property includes (without
          limitation) 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 either of the Corporations.  To the
          best

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          of Seller's knowledge, each Corporation owns and has the exclusive
          right to use its intellectual property free and clear of any claims
          and without any conflict with the rights of others. No royalties or
          fees are payable by either of the Corporations to any third party by
          reason of the use of any intellectual property by the Corporation. No
          additional intellectual property is required by either of the
          Corporations for the operation of its business.

      (K) TITLE TO PROPERTIES; ENCUMBRANCES.   To the best of Seller's
          knowledge, each Corporation has good, absolute, and marketable title
          to (or, in the case of leased property, valid and subsisting leasehold
          interests in) all of its properties and assets, including (without
          limitation) the properties and assets that will be listed on Exhibits
          "B", "C", "D", "E" and "F," except for properties and assets sold,
          consumed, or otherwise disposed of by the Corporation in the ordinary
          course of its business.  To the best of Seller's knowledge, the
          properties and assets of each Corporation are subject to no liens,
          mortgages, encumbrances, conditional sales agreements, security
          interests, claims, or restrictions of any kind or character, except
          for (i) the encumbrances that will be listed on Exhibit "G," and (ii)
          liens for current taxes not yet due and payable.

      (L) FINANCIAL STATEMENTS.   The Seller has delivered to the Purchaser
          copies of a balance sheet for each Corporation dated December 31, 1996
          (the "Balance Sheet Date"), and the related statement of income and
          retained earnings for the period ending December 31, 1996
          (hereinafter collectively referred to as the "Financial Statements").
          The Financial Statements were prepared by John Kelly, CPA and are
          unaudited.  The Financial Statements fairly present the financial
          condition of each Corporation at the dates mentioned and the results
          of its operations for the periods specified, were prepared in
          accordance with generally accepted accounting principles, and reflect
          adequate reserves for all reasonably anticipated losses, claims, and
          costs.  Each 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 Corporation as of the Balance Sheet Date and
          includes appropriate reserves for all taxes and other liabilities
          accrued or due at such dates but not yet paid.

      (M) INDEBTEDNESS FOR BORROWED MONEY; GUARANTIES.   Seller has delivered to
          the Purchaser complete and accurate copies of all instruments
          evidencing or relating to each Corporation's indebtedness for borrowed
          money.  To the best of Seller's knowledge, neither of the Corporations
          is in default or violation of any provision of any agreement
          evidencing or relating to its indebtedness for borrowed money.
          Exhibit "H" will set forth a complete and accurate description of all
          guaranties by each Corporation of any obligation or liability of any
          person or entity, including (without limitation) any guaranties of
          installment sales contracts or leases.

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      (N) TAX MATTERS.   To the best of Seller's knowledge, each Corporation has
          duly filed all federal, state, and local tax returns required to be
          filed by it.  All federal, state, local, and foreign income, ad
          valorem, excise, sales, use, payroll, unemployment, and other taxes
          and assessments that are due and payable by Seller, each Corporation,
          or by Seller on behalf of either of the Corporations have been
          properly computed, duly reported, fully paid, and discharged to the
          best of Seller's knowledge.  Seller is not aware of any unpaid taxes
          that require payment by either of the Corporations, except for current
          taxes not yet due and payable.  To the best of Seller's knowledge, all
          current taxes not yet due and payable by each Corporation have been
          properly accrued and are accurately reflected in the Corporation's
          balance sheet in the Financial Statements.  To the best of Seller's
          knowledge, neither of the Corporations has been delinquent in the
          payment of any tax, assessment, or governmental charge.  To the best
          of Seller's knowledge, neither of the Corporations has had any tax
          deficiencies proposed or assessed against it nor has executed any
          waiver of the statute of limitations on the assessment or collection
          of any tax.  The 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 either of the
          Corporations prior to Closing or arise as a result of the transactions
          contemplated by this Agreement.

      (O) TRANSACTIONS SINCE BALANCE SHEET DATE.   Since the Balance Sheet Date,
          (i) neither of the Corporations has 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 change in the financial condition, net
          income, assets, liabilities, operations, or business of either of the
          Corporations other than changes in the ordinary course of business,
          none of which, individually or in the aggregate, has been material;
          (iii) there has not been any declaration, setting aside or payment of
          any dividend or other distribution in respect of, or any repurchase or
          acquisition of, the capital stock of either of the Corporations; (iv)
          none of the Corporations has issued any securities or options to
          purchase any securities of any nature whatsoever; (v) neither of the
          Corporations has 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; (vi)
          there has not been any damage, destruction or loss (whether or not
          covered by insurance) materially and adversely affecting the assets,
          properties or business of either of the Corporations; (vii) neither of
          the Corporations has made any capital expenditure or commitment in
          excess of $50,000.00  for additions to property, plant, or equipment;

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          (viii) neither of the Corporations has made any loan or advance to any
          person or entity; guaranteed any obligation or liability of any person
          or entity, including (without limitation) any guaranties of any
          installment sales contracts or leases, other than as will be set forth
          on Exhibit "H;" or given any indemnification to any person or entity;
          (ix) neither of the Corporations has made any sale, assignment or
          transfer of, additions to or transactions involving any of its
          tangible assets other than in the ordinary course of business; (x)
          neither of the Corporations has made any change in its method of
          accounting or accounting practices, including (without limitation) any
          change in depreciation or amortization policies or rates; (xi) neither
          of the Corporations has granted any waiver or release of any claim or
          right, or canceled any debt or claim held by it; (xii) neither of the
          Corporations has amended or terminated any material contract,
          agreement, or license to which it is a party; or (xiii) neither of the
          Corporations has agreed, in writing or otherwise, to do or permit any
          of the foregoing.

      (P) LITIGATION.   Exhibit "I" will set forth a complete and accurate
          description of all legal actions, suits, arbitrations, condemnation
          actions, or other proceedings pending or threatened against either of
          the Corporations, or any of their properties, assets, or business, and
          all orders, decrees, writs or injunctions of any court or governmental
          body applicable to Seller or to either of the Corporations.  Neither
          the Seller nor either of the Corporations is aware of any facts that
          might result in any other action, suit, arbitration, or proceeding.

      (Q) COMPLIANCE WITH LAWS.   To the best of Seller's knowledge, there are
          no existing violations of federal, state, or local laws, ordinances,
          rules, codes, regulations, or orders by either of the Corporations
          which might materially affect the properties, assets, or business of
          the Corporation, except for the closure order issued by the State of
          Colorado, which has been appealed to the Colorado Court of Appeals,
          which is described on Exhibit "E."  To the best of Seller's knowledge,
          neither of the Corporations is subject to any restriction, judgment,
          order, writ, injunction, decree, or award, which materially or
          adversely affects or is likely to materially or adversely affect the
          business, operations, properties, assets, or condition (financial or
          otherwise) of the Corporation.

      (R) CONTRACTS AND AGREEMENTS.   Exhibit "J" will set forth a complete and
          accurate description of all material contracts and agreements to which
          each Corporation is a party or by which it or any of its property is
          bound.  All such contracts and agreements are in full force and effect
          and are binding upon the parties thereto, and none of the parties
          thereto is in breach of any of the provisions thereof.  Except as set
          forth on Exhibit "J," neither of the Corporations is a party to any
          contract or agreement which materially or adversely affects or is
          likely to materially or adversely affect the

                                       9
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          business, operations, properties, assets, or condition (financial or
          otherwise) of the Corporation.

      (S) EMPLOYEE BENEFIT PLANS.   Exhibit "K" will set forth a complete and
          accurate description of all pension, profit-sharing, bonus, deferred
          compensation, percentage compensation, severance pay, retirement,
          health, stock option, insurance and other employee benefit plans and
          arrangements binding upon each Corporation.  Each Corporation has
          complied with the provisions of and has performed the obligations
          required of it under such plans and arrangements, and neither of the
          Corporations is in default under any provision thereof in any manner.
          To the best of Seller's knowledge, there have been no material
          defaults, breaches, or omissions by either of the Corporations or any
          fiduciary under any of these plans or arrangements.  Neither of the
          Corporations has incurred any liability of any nature whatsoever under
          any employee benefit plan or arrangement.

      (T) INSURANCE.   Exhibit "L" will set forth a complete and accurate
          description of all insurance, including (without limitation) worker's
          compensation, maintained by each Corporation and summarizes the
          substantive terms of each of the insurance policies, including
          (without limitation) whether the insurance policies are "claims made"
          or "occurrence" policies.  Each Corporation is carrying insurance that
          is reasonable in light of the risks attendant to the business and
          activities in which the Corporation is engaged.  All of the insurance
          is in full force and effect, and Seller will cause each Corporation to
          keep such insurance in full force and effect until the Closing Date.

      (U) PERSONNEL.   Exhibit "M" will set forth a complete and accurate list
          of all current employees of each Corporation and all independent
          contractors regularly performing services on behalf of each
          Corporation and their respective rates of compensation, including any
          salary, bonus or other payment arrangement made with any of them.
          Neither of the Corporations has any employment agreements or contracts
          between the Corporation and any person or entity.  Neither of the
          Corporations is a party to or bound by any collective bargaining
          agreement, nor has either of the Corporations experienced any strikes,
          grievances, claims of unfair labor practices, or other collective
          bargaining disputes.  Neither of the Corporations has, to the Seller's
          knowledge, committed any unfair labor practice.  There are no unions
          representing any employees of either of the Corporations.  The Seller
          has no knowledge of any organizational effort presently being made or
          threatened by or on behalf of any labor union with respect to
          employees of either of the Corporations.  To the best of Seller's
          knowledge, each Corporation has paid or has made provision for the
          payment of all compensation due any person or entity and has 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

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          of taxes, and has withheld and paid to the appropriate governmental
          authority, or is holding for payment not yet due to such authority,
          all amounts required by law or agreement to be withheld from the
          compensation of its employees.

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

      (W) BROKERS AND FINDERS.   The Seller has not employed, directly or
          indirectly, any broker or finder, or incurred any liability for any
          brokerage fees or commissions or finders' fees, and no broker or
          finder has acted directly or indirectly for the Seller in connection
          with this Agreement or the transactions contemplated by this
          Agreement.

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

      (Y) POWERS OF ATTORNEY; AUTHORIZED SIGNATORIES.   EACH CORPORATION HAS
          provided to Purchaser (i) the names and addresses of all persons
          holding a power of attorney on behalf of the Corporation, and (ii) the
          account numbers and names of all banks or other financial institutions
          in which the Corporation 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) FULL DISCLOSURE.   No representation or warranty by Seller in this
          Agreement or in any of the exhibits attached hereto, or other
          statement in writing or certificate furnished or to be furnished to
          Purchaser by or on behalf of Seller or either of the Corporations 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.

                                       11
<PAGE>

     (AA) ENVIRONMENTAL.

          (i)  To the best of Seller'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 either of the Corporations, 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 will violate any laws currently in effect
          relating to pollution or protection of the environment (the
          "Environmental Laws") or any plan, order, decree, judgment,
          injunction, notice or demand letter from a governmental entity
          applicable to the Corporation, or which will give rise to any common
          law or other legal liability, including, without limitation, liability
          under the Comprehensive Environmental Response, Compensation, and
          Liability Act ("CERCLA") or similar state or local laws in effect as
          of the date hereof.  To the best of Seller's knowledge, the real
          property currently owned, leased or otherwise utilized by each
          Corporation contains no spill, deposit, or discharge of any hazardous
          substance (as that term is currently defined under CERCLA or any
          applicable state law), as a result of which there would be a
          materially adverse effect on the Corporation.

          (ii)  Exhibit "O" will set forth a complete and accurate description
          of each underground storage tank of any kind or nature located on any
          real property currently owned, leased or otherwise utilized by each
          Corporation.

          (iii) Each Corporation has delivered to Purchaser copies of all
          existing environmental site audits on any real property currently
          owned, leased, or otherwise utilized by the Corporation.

     (BB) CONTINUATION OF BUSINESS.   Seller knows of no reason why each
          Corporation cannot continue its business in the same manner following
          the execution of this Agreement and the Closing as it has been
          operated prior thereto, except to the extent that Purchaser causes the
          business of the Corporation to change following the Closing.  Seller
          has no reason to believe that at any time in the foreseeable future
          the business of either of the Corporations shall be materially or
          adversely affected by any event, except to the extent that the
          Purchaser causes the business of the Corporation to change following
          the Closing.

     (CC) CONTRACTS IN TRANSIT.  Exhibit "P" will set forth a complete and
          accurate description of all contracts in transit for each Corporation.

                                       12
<PAGE>

     (DD) WARRANTIES.  Exhibit "Q" will set forth a complete and accurate list
          of all of the warranties that have been sold on all vehicles sold by
          either of the Corporations for the last three (3) years.

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

     (A)  INCORPORATION.   Purchaser has been duly incorporated, is validly
          existing, and is in good standing under the laws of the State of
          Delaware.  At Closing Purchaser will be qualified to do business and
          will be in good standing in the States of Colorado and Nevada.

     (B)  AUTHORIZATION.   Purchaser has the authority to execute and deliver
          this Agreement and to perform its obligations hereunder.  This
          Agreement is a valid and legally 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 (regardless of whether such enforceability is considered in
          a proceeding at law or in equity).

     (C)  NO CONFLICTS.   The execution and delivery of this Agreement and the
          consummation of the transactions contemplated by this Agreement will
          not 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 AND FINDERS.   The Purchaser has not employed, directly or
          indirectly, any broker or finder, or incurred any liability for any
          brokerage fees or 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
          hereby.

     9.   PRE-CLOSING COVENANTS.  The Seller agrees that prior to the Closing
          Date:

     (A)  NOTICES AND CONSENTS.   The Seller shall  use Seller's best efforts to
          obtain any required approvals or consents to this Agreement and the
          transactions contemplated by this Agreement from all (i) lenders, (ii)
          lessors, (iii) manufacturers represented by each Corporation, and (iv)
          the FTC (hereinafter defined) and the Justice Department (hereinafter
          defined) under the Hart-Scott-Rodino Act ("HSR Act") and all
          regulations promulgated thereunder.

                                       13
<PAGE>

     (B)  CONDUCT OF BUSINESS BY THE CORPORATIONS PRIOR TO THE CLOSING DATE.
          The Seller shall cause each Corporation to conduct its operations
          according to the ordinary and usual course of business reasonably
          consistent with past and current practices, to maintain and preserve
          its assets, properties, insurance policies, business organization, and
          advantageous business relationships, and to retain the services of its
          officers, employees, agents, and independent contractors, and shall
          not allow either of the Corporations to engage in any practice, take
          any action, or enter into any transaction outside of the ordinary
          course of business.  From the date of the execution of this Agreement
          to the date of Closing of the transaction contemplated hereby, Seller
          will not commit to or make any obligation which binds either
          Corporation to an expense in excess of  $50,000.00 without Purchaser's
          prior consent.

     (C)  PURCHASER'S EXAMINATION.  The Seller shall cause each Corporation to
          permit representatives of the Purchaser to have full access to and to
          examine, at all reasonable times, and in a manner so as not to
          interfere with the normal business operations of the Corporation, the
          books, records, properties, and assets of the Corporation.

     (D)  AUDIT.  Seller shall cause each Corporation to permit an audit to be
          conducted under generally accepted auditing standards, of the books,
          records, and financial statements of  the Corporation for 1995, 1996,
          and any additional years if required by applicable law, and shall
          cause Audited Financial Statements (hereinafter defined) to be
          prepared in accordance with generally accepted accounting principles,
          which shall include reserves for any deferred warranties, charge-
          backs, inventory write downs, repossessions, contracts in transit, and
          any other appropriate reserves. The audits shall hereinafter be
          referred to individually as an "Audit" and collectively as the
          "Audits." As used in this Agreement, "Audited Financial Statements"
          shall mean an audited (i) consolidated balance sheet dated December
          31, 1996, for the Corporations, and (ii) consolidated income statement
          for the year ending December 31, 1996 for the Corporations.  The
          Audits will be conducted by Purchaser's accountants, Price Waterhouse,
          assisted by Seller's accountant, John Kelly, CPA. Seller agrees to
          cause the full cooperation of the officers, directors and employees of
          each Corporation in the Corporation's Audit as requested by Purchaser.
          The start date of the Audits will be January 23, 1997.  Each
          Corporation's accounting staff will assist in gathering information
          and providing schedules and analyses in order to have the
          Corporation's Audit completed by February 23, 1997.  In addition, as
          near as possible to the Closing Date, Price Waterhouse shall review
          the activities of each Corporation for the period after December 31,
          1996, and shall prepare a letter setting forth the unaudited
          adjustments that should be made to the Aggregate Adjusted Net Worth
          (the "Post 1996 Adjustments").

                                       14
<PAGE>

    (E)   NOTICE OF CHANGES.  The Seller shall give prompt written notice to
          Purchaser of any material adverse change in the financial condition,
          net income, assets, liabilities, operations, or business of either of
          the Corporations.

    (F)   STANDSTILL.   Except for the transactions contemplated by this
          Agreement, from the date hereof to the Closing Date, the Seller shall
          not, directly or indirectly, through any officer, director, employee,
          or otherwise, solicit or initiate the submission of any proposal or
          offer from any person or entity (including any officers or employees
          of either of the Corporations) relating to any liquidation,
          dissolution, recapitalization, merger, consolidation, acquisition, or
          purchase of all or a material portion of the assets and properties of
          either of the Corporations, or the acquisition or purchase of any
          equity interest in either of the Corporations, or 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.  Seller has agreed to this standstill provision in
          consideration for a portion of the independent consideration set forth
          in Paragraph 5.

    (G)   FURTHER ASSURANCES.   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 more effectively transfer, convey, assign, and
          deliver, or place Purchaser in possession and control of, the Shares
          and the assets and properties of each Corporation, or to enable
          Purchaser to exercise and enjoy all rights and benefits with respect
          thereto.

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

    (I)   STOCK OF DOUGLAS J. SPEDDING  Seller shall exercise Seller's rights
          under the Buy-Sell Agreement and purchase the stock owned by Douglas
          J. Spedding in Douglas Toyota, Inc.

    (J)   ENVIRONMENTAL SITE AUDITS.  Seller shall obtain an environmental site
          audit on all real property owned, leased, or otherwise utilized by
          each Corporation 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.

    (K)   AMENDMENTS TO REAL PROPERTY LEASES.  Seller shall cause each
          Corporation to amend each real property lease held by the Corporation
          (the "Amendments") to

                                       15
<PAGE>

          provide (i) that the lease shall have a term of no less than one (1)
          year from the Closing Date, and (ii) for rental in the amount set
          forth on Exhibit "R." The amendments of the real property leases held
          by the Corporations shall be referred to collectively in this
          Agreement as the "Amendments."

     10.  CONDITIONS PRECEDENT TO OBLIGATION OF PURCHASER.   The obligation of
Purchaser to effect 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 OF SELLER.   All
          representations and warranties of Seller contained in this Agreement
          shall be true and correct in all material respects as of the Closing
          Date with the same effect as though such representations and
          warranties were made on the Closing Date, except to the extent that
          such representations and warranties expressly relate to any earlier
          date, and Seller 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 Seller
          on or prior to the Closing Date.  The Seller must have delivered to
          the Purchaser a certificate dated as of the Closing Date certifying
          that this condition has been fulfilled.

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

     (C)  STOCK OF DOUGLAS J. SPEDDING  Seller shall have acquired all of the
          stock of Douglas Toyota, Inc. owned by Douglas J. Spedding

     (D)  TRANSFER OF SHARES.   The certificates representing the Shares shall
          have been transferred and conveyed by Seller 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, Seller shall
          put Purchaser in full possession and enjoyment of all properties and
          assets of each Corporation.

     (E)  ENVIRONMENTAL SITE AUDITS.   Purchaser shall have received
          environmental site audits on each tract of real property owned,
          leased, or otherwise utilized by each Corporation.  If any of the
          environmental site audits discloses an environmental condition which
          could reasonably be expected to result in any liability, cost, or
          expense to the owner, occupier, or operator of the property arising
          under any Environmental Laws, then Seller shall have cured such
          environmental condition and received a "no

                                       16
<PAGE>

          further action" letter from the Environmental Protection Agency and
          any comparable state agency.

     (F)  EMPLOYMENT CONTRACTS.  (i) Seller shall have executed and delivered an
          employment contract with Purchaser that has a term of three (3) years
          commencing on the Closing Date and is otherwise in form and substance
          reasonably satisfactory to Purchaser and Purchaser's counsel.

          (ii) Douglas J. Spedding shall have executed and delivered an
          employment contract with Douglas Toyota, Inc. that has a term of three
          (3) years commencing on the Closing Date and is otherwise in form and
          substance reasonably satisfactory to Purchaser and Purchaser's
          counsel.

          (iii)  Ron Carpenter shall have executed and delivered an employment
          contract with Toyota West Sales and Service, Inc. that has a term of
          three (3) years commencing on the Closing Date and is otherwise in
          form and substance reasonably satisfactory to Purchaser and
          Purchaser's counsel.

          (iv) Frank Urbano shall have executed and delivered an employment
          contract with Toyota West Sales and Service, Inc. that has a term of
          three (3) years commencing on the Closing Date and is otherwise in
          form and substance reasonably satisfactory to Purchaser and
          Purchaser's counsel.

     (G)  THIRD PARTY APPROVALS.   This Agreement and the transactions
          contemplated by this Agreement shall have received all required
          approvals and consents from all (i) lenders, (ii) lessors, (iii)
          manufacturers represented by each Corporation, (iv) the FTC and the
          Justice Department under the HSR Act and the regulations promulgated
          thereunder, (v) the New York Stock Exchange, and (vi) Morgan Stanley &
          Co. Incorporated.

     (H)  COMPLIANCE WITH SECURITIES LAWS.   Purchaser shall have (i) received
          the Investment Letter, and (ii) determined that all state and federal
          securities laws have been fully satisfied relating to the purchase of
          the Shares by Purchaser and the issuance of restricted stock of
          Purchaser to Seller.  In addition, Seller shall have executed and
          delivered to Purchaser the Registration Rights Agreement (hereinafter
          defined).

     (I)  AMENDMENTS.   The Amendments shall have been executed and delivered to
          Purchaser.

     (J)  PHYSICAL INVENTORIES.   Purchaser shall have conducted the Physical
          Inventories.

                                       17
<PAGE>

     (K)  PURCHASER'S REVIEW.  Based on such examinations and inquiries as
          Purchaser shall have made or shall have caused to be made, the
          financial condition, net income, assets, liabilities, operations, and
          business of each Corporation shall be satisfactory to Purchaser, in
          Purchaser's sole judgment and discretion.

     (L)  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.

      (M) RESIGNATION OF DIRECTORS AND OFFICERS.  Seller shall have delivered to
          Purchaser the written resignations of the directors and officers of
          each Corporation, except (i) Douglas J. Spedding as General Manager of
          Douglas Toyota, Inc., and (ii) Ron Carpenter as General Manager of
          Toyota West Sales and Service, Inc.

     (N)  OPINIONS OF COUNSEL.   Seller shall have delivered to Purchaser (i) an
          opinion of Seller's counsel, Burg & Eldredge, P.C., dated as of the
          Closing Date, that contains such opinions that are reasonably
          requested by Purchaser, including (without limitation) an opinion that
          the issued and outstanding capital stock of Douglas Toyota, Inc. was
          issued in compliance with all state and federal securities laws, and
          (ii) 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 issued and outstanding capital stock of Toyota West
          Sales and Service, Inc. was issued in compliance with all state and
          federal securities laws.

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

     (P)  AGGREGATE ADJUSTED NET WORTH AND AGGREGATE 1996 EARNINGS.   The
          Aggregate Adjusted Net Worth, as adjusted by the Post 1996
          Adjustments, shall not be less than $6,500,000, and the Aggregate 1996
          Earnings shall not be less than $10,000,000.

     (Q)  ADDITIONAL INFORMATION.  Seller shall have furnished to Purchaser and
          Purchaser's counsel such additional information, certificates, and
          other documents as Purchaser shall have reasonably requested.

     (R)  ESCROW AGREEMENT.  Seller shall have executed and delivered to
          Purchaser the Escrow Agreement.

                                       18
<PAGE>

     (S)  AUDITS.  Price Waterhouse shall have performed the Audit, prepared the
          Audited Financial Statements, and delivered a copy of the Audited
          Financial Statements to Purchaser.

     (T)  PURCHASE AGREEMENTS. Purchaser shall have purchased the property
          covered by the Purchase Agreements (hereinafter defined).

          CONDITIONS PRECEDENT TO OBLIGATION OF SELLER.   The obligation of
Seller to effect 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 Seller:

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

     (B)  DELIVERY OF PURCHASE PRICE.   The Purchaser shall have delivered (i)
          the cash provided for in subparagraph 4(a) of this Agreement, and (ii)
          the shares of restricted common stock of Purchaser provided for in
          subparagraph 4(b) of this Agreement.

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

     (D)  ADDITIONAL INFORMATION.   Purchaser shall have furnished to Seller and
          Seller's counsel such additional information, certificates, and other
          documents as Seller shall have reasonably requested.

     (E)  ELECTION TO PURCHASER'S BOARD OF DIRECTORS.  Seller shall have been
          elected as a member of the Board of Directors of Purchaser.

     (F)  PURCHASE AGREEMENTS.  Purchaser shall have purchased the property
          covered by the Purchase Agreements.

                                       19
<PAGE>

     (G)  BOARD APPROVAL.  The Board of Directors of Purchaser shall have
          approved the consummation of the transactions contemplated by this
          Agreement.

     (H)  AGGREGATE ADJUSTED NET WORTH.  The Aggregate Adjusted Net Worth, as
          adjusted by the Post 1996 Adjustments, shall not be less than
          $6,000,000.

     (I)  REGISTRATION RIGHTS AGREEMENT.  Purchaser shall have executed and
          delivered to Seller the Registration Rights Agreement.

     (J)  EMPLOYMENT CONTRACTS.  (i)  Purchaser shall have executed and
          delivered an employment contract with Seller that has a term of three
          (3) years commencing on the Closing Date and is otherwise in form and
          substance reasonably satisfactory to Seller and Seller's counsel.

          (ii)   Douglas Toyota, Inc. shall have executed and delivered an
                 employment contract with Douglas J. Spedding that has a term of
                 three (3) years commencing on the Closing Date and is otherwise
                 in form and substance reasonably satisfactory to Douglas J.
                 Spedding and his counsel.

          (iii)  Toyota West Sales and Service, Inc. shall have executed and
                 delivered an employment contract with Ron Carpenter that has a
                 term of three (3) years commencing on the Closing Date and is
                 otherwise in form and substance reasonably satisfactory to Ron
                 Carpenter and his counsel.

          (iv)   Toyota West Sales and Service, Inc. shall have executed and
                 delivered an employment contract with Frank Urbano that has a
                 term of three (3) years commencing on the Closing Date and is
                 otherwise in form and substance reasonably satisfactory to
                 Frank Urbano and his counsel.

     (K)  APPROVAL OF PURCHASER AS THE DEALER.  Purchaser shall have been
          approved as the dealer by the manufacturers represented by each
          Corporation.

     12.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.   All representations and
warranties made in this Agreement or in any certificate, schedule, document, or
instrument furnished in connection with this Agreement shall survive the
Closing; provided, however, that no claim or cause of action for indemnification
under paragraph 13 of this Agreement for breaches of the representations and
warranties made in this Agreement or in any certificate, schedule, document, or
instrument furnished in connection with this Agreement shall be made twelve (12)
months after the Closing Date.  Notwithstanding any investigation or examination
conducted before or after the Closing or the decision of any party to complete
the Closing, each party shall be entitled to rely upon the representations and
warranties set forth in this Agreement.

                                       20
<PAGE>

     13.  INDEMNIFICATION.

     (A)  GENERAL INDEMNITY.   Seller agrees that Seller shall indemnify, defend
          and hold harmless the Purchaser and its respective successors and
          assigns (the "Purchaser Indemnified Parties") from and against any
          Claims (hereinafter defined).  Claims, as used in this Agreement,
          include any claims, damages, liabilities, penalties, actions, suits,
          proceedings, demands, assessments, costs and expenses, including
          reasonable attorneys' fees and expenses of investigation, incurred by
          any Purchaser Indemnified Party arising from or related to (i) any
          breach of any representation, warranty, covenant or agreement made by
          the Seller in 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 either of the
          Corporations at the Balance Sheet Date that are not reflected in the
          Financial Statements, (iii) any condition, activity, or event, caused
          in whole or in part by, or engaged in, by either of the Corporations
          and that existed or occurred prior to the Closing Date, (iv) the
          infringement or claimed infringement by either of the Corporations on
          the rights or claimed rights of any person or entity under or in
          respect to any intellectual property, and (v) any tax audit of the
          Seller or either of the Corporations by any federal, state, or local
          taxing authority for any time period prior to the Closing Date.

     (B)  ENVIRONMENTAL INDEMNIFICATION.   With respect to any existing or
          potential liability arising out of any condition, activity, or event
          existing or occurring prior to the Closing Date with respect to any
          property comprising part of the properties or assets of either of the
          Corporations for which there is any material risk of liability to any
          governmental entity or agency or any other person or entity for the
          violation of any Environmental Laws or for which there may be
          liability in tort, or otherwise, and which is related to or arises out
          of an environmental condition, the Seller agrees that Seller shall
          indemnify, defend, and hold harmless the Purchaser Indemnified Parties
          from and against all claims, damages, liabilities, penalties, actions,
          suits, proceedings, demands, assessments, costs and expenses,
          including reasonable attorneys' fees and expenses of investigation,
          incurred by any Purchaser Indemnified Party as a result of such
          environmental condition and further including, if necessary, the costs
          and expenses of any remediation, transportation, incineration,
          treatment, or other necessary and appropriate disposition or
          mitigation of such environmental condition.  In the event that any
          claim relating to a violation of Environmental Laws shall arise,
          Seller, upon notice from Purchaser, shall have the first right to
          address and implement remediation of the environmental condition.

     (C)  OTHER INDEMNIFICATION PROVISIONS.   The foregoing indemnification
          provisions are in addition to, and not in derogation of, any other
          indemnification

                                       21
<PAGE>

          provisions in this Agreement, or any contractual, statutory, equitable
          or common law remedy any party may have for the breach of any
          representation, warranty or covenant.

     14.  NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

     (A)  SELLER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.   Seller
          acknowledges that Seller has in the past, currently has, and in the
          future may possibly have access to certain confidential information of
          each Corporation, including, but not limited to, list of accounts,
          operational policies, and pricing and cost policies that are valuable,
          special and unique assets of the Corporation (the  "Confidential
          Information").  Seller agrees that 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 the Seller of this
          subparagraph, the Purchaser shall be entitled to an injunction
          restraining the Seller from disclosing, in whole or in part, such
          Confidential Information.  Nothing herein shall be construed as
          prohibiting the Purchaser from pursuing any other available remedy for
          such breach or threatened breach, including the recovery of damages.

     (B)  PURCHASER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.   Purchaser
          acknowledges that it has in the past, currently has, and in the future
          may possibly have access to Confidential Information.  The Purchaser
          agrees that it will not disclose such Confidential Information to any
          person or entity for any purpose or reason whatsoever, except to
          authorized representatives of the Purchaser, or as required by law,
          unless such Confidential Information becomes known to the public
          generally through no fault of the Purchaser.  In the event of a breach
          or threatened breach by Purchaser of the provisions of this
          subparagraph, the Seller 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 Seller from pursuing any other available remedy for
          such breach or threatened breach, including the recovery of damages.
          Any other provision of this Agreement to the contrary notwithstanding,
          Purchaser's obligations not to disclose the Confidential Information
          shall terminate at Closing.

     (C)  INSIDER LIABILITY.  The 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.
          Seller also acknowledges that liability may be imposed on insiders who
          privately disclose otherwise non-public material information where
          such disclosure

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<PAGE>

          coincide with trading Purchaser's securities by such insiders or by
          the recipients of such information.

     15.  ADDITIONAL AGREEMENTS OF PURCHASER AND SELLER.

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

     (B)  ESCROW AGREEMENT.  The Escrow Agreement shall provide (among other
          terms) that Purchaser shall be reimbursed out of the amount held in
          escrow for (i) any accounts receivable listed on Exhibit "N" that are
          not collected within 120 days of invoice date, and (ii) any contracts
          in transit listed on Exhibit "P" that are not collected within 30 days
          of the contract date.  In the event any account receivable is not
          collected within 120 days of invoice date, upon receiving credit for
          such receivable from the Escrow Account, Purchaser will assign the
          account receivable to Seller.

     (C)  PURCHASE AGREEMENTS.  Seller has acquired certain real property in Las
          Vegas, Nevada, and RDS, Inc., a Colorado corporation, has acquired
          certain real property in Denver, Colorado; which will be described on
          Exhibit "B," for the relocation of each Corporation's dealership.
          Seller agrees to cause RDS, Inc. to execute and deliver to Purchaser a
          purchase and sale agreement covering the Denver real property, which
          will contain a purchase price of $2,000,000 and such other terms and
          conditions as RDS, Inc. and Purchaser shall mutually agree.  Seller
          agrees to execute and deliver to Purchaser a purchase and sale
          agreement covering the Las Vegas real property, which will contain a
          purchase price of $5,500,000 and such other terms as Seller and
          Purchaser shall mutually agree.  The above described purchase and sale
          agreements shall be referred to in this Agreement as the "Purchase
          Agreements."  Purchaser and Seller agree that the purchase of the real
          property in Denver, Colorado and in Las Vegas, Nevada will occur
          simultaneous with the Closing of the transaction contemplated by this
          Agreement, or as soon thereafter as practicable.

     (D)  STOCK OF THE PURCHASER.  The certificates representing the restricted
          common stock of Purchaser that is issued to the Seller shall bear a
          restrictive legend that the stock has not been registered under
          applicable federal and state securities laws.  It is understood and
          agreed that Purchaser has not agreed to register the restricted common
          stock of Purchaser that is to be issued to Seller.

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<PAGE>

     (E)  TERMINATION.

          (i)   Mutual Consent.  This Agreement may be terminated by the written
                consent of the parties.

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

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

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

     (G)  ASSIGNMENT OF CAUSE OF ACTION.  Douglas Toyota, Inc. and Seller are
          currently plaintiffs in Civil Action 96-B-2543, R. Douglas Spedding
          and Douglas Toyota, Inc. v. Colorado Motor Vehicle Dealer Board, et
          al., in the United States District Court for the District of
          Colorado.  Purchaser and Seller agree that as soon as possible after
          the Closing, Douglas Toyota, Inc. will withdraw from the lawsuit and
          that Douglas Toyota, Inc. will assign its cause of action to Seller.
          In the event that Douglas Toyota, Inc. commences, prior to closing,
          any State Court actions arising out

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<PAGE>

          of the same or similar causes of action, upon closing , Douglas
          Toyota, Inc. will assign all right, title and interest to Seller in
          such State Court action.

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

     (I)  PHYSICAL INVENTORY.  Prior to the Closing Date, Purchaser or
          Purchaser's representatives shall conduct a physical inventory of all
          parts, accessories, new vehicles, and used vehicles owned by each
          Corporation.  The Seller shall have the right to have an agent present
          during each physical inventory.  The physical inventories shall be
          collectively referred to in this Agreement as the "Physical
          Inventories."  The following adjustments shall be made to the
          Aggregate Adjusted Net Worth after the Physical Inventories:

          (i) Seller and Purchaser shall agree to the value of the used vehicle
          inventory.  The net book value of the used vehicle inventory in the
          Audited Financial Statements shall be adjusted to the agreed value in
          determining the Aggregate Adjusted Net Worth.  If Seller and Purchaser
          fail to agree on the value of any used vehicles, the Seller shall
          retain ownership of such used vehicles and the net book value of such
          used vehicles shall be deducted from the net book value of the used
          vehicle inventory in the Audited Financial Statements in determining
          the Aggregate Adjusted Net Worth.

          (ii) Seller and Purchaser shall calculate the value of the new vehicle
          inventory for each Corporation.  The value of each new vehicle shall
          be the cash sum equal to the factory invoice price to the Corporation,
          less any factory hold-back rebate, any other factory rebates which the
          Corporation may have received, or to which the Corporation is or may
          become entitled to receive, advertising, interest credits, and PDI,
          plus options added at dealer cost and any freight and handling
          charges.  All 1995 and 1996 demonstrators shall be valued for a cash
          sum equal to an amount as calculated above, less $0.30 per mile over
          1,000 miles on the odometer as depreciation for demo service.

                                       25
<PAGE>

          The value of any new vehicle shall be decreased by an amount equal to
          the Corporation's actually incurred internal cost of repair for any
          physically damaged vehicle. The net book value of the new vehicle
          inventory in the Audited Financial Statements shall be adjusted to the
          value as calculated above in determining the Aggregate Adjusted Net
          Worth.

          (iii)  Seller and Purchaser shall agree to the value of the parts and
          accessories inventory.  The net book value of the parts and
          accessories inventory in the Audited Financial Statements shall be
          adjusted to the agreed value in determining the Aggregate Adjusted Net
          Worth.  If Seller and Purchaser fail to agree on the value of any
          parts or accessories, the Seller shall retain ownership of such parts
          or accessories and the net book value of such parts or accessories
          shall be deducted from the net book value of the parts and accessories
          inventory in the Audited Financial Statements in determining the
          Aggregate Adjusted Net Worth.

     (j)  EXCESS NET WORTH DISTRIBUTION.  In the event that the Aggregate
          Adjusted Net Worth should exceed $6,000,000, Seller, prior to Closing,
          may receive a distribution equaling the excess of Aggregate Adjusted
          Net Worth.

     (k)  LIMITATIONS ON SELLER'S LIABILITY.  Notwithstanding anything herein to
          the contrary, the liability of Seller hereunder relating to any and
          all representations, warranties, indemnifications and matters set
          forth in Section 15(b) hereof, shall not exceed the sum of $1,000,000.

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

          i)   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 Corporations.

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

          iii) Purchaser and Seller 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 Seller no later
          than ninety (90) days after the Closing Date.  In all events, however,
          Purchaser and Seller agree to conformity of treatment of all asset
          allocations with respect to the Section 338(h)(10) elections.

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<PAGE>

     16.  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 the Seller and the Purchaser.

     (B)  EXHIBITS. The following exhibits shall be initialed by the parties and
          attached to this Agreement prior to or at Closing. When attached to
          this Agreement, the exhibits shall be made a part of this Agreement by
          reference.

               Exhibit "A" - The Buy-Sell Agreement
               Exhibit "B" - Real Property and Leases
               Exhibit "C" - Tangible Personal Property
               Exhibit "D" - Inventories
               Exhibit "E" - Permits and Licenses
               Exhibit "F" - Intellectual Property
               Exhibit "G" - Encumbrances
               Exhibit "H" - Guaranties
               Exhibit "I" - Legal Actions
               Exhibit "J" - Contracts and Agreements
               Exhibit "K" - Employee Benefit Plans
               Exhibit "L" - Insurance
               Exhibit "M" - Personnel
               Exhibit "N" - Accounts and Notes Receivable
               Exhibit "O" - Underground Storage Tanks
               Exhibit "P" - Contracts in Transit
               Exhibit "Q" - Warranties
               Exhibit "R" - Rentals on Real Property Leases

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

                                       27
<PAGE>

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

     (E)  PUBLICITY.   The parties hereto agree that no public release or
          announcement concerning the terms of the transactions contemplated by
          this Agreement shall be issued by any party without the prior written
          consent of the other party (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 party reasonable time to comment on
          such release or announcement in advance of such issuance.

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

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

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

     (I)  PAYMENT OF EXPENSES.  Whether or not the transactions contemplated by
          this Agreement 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
          the transactions contemplated hereby.

     (J)  BINDING EFFECT AND ASSIGNMENT.   This Agreement shall be binding upon
          and shall inure to the benefit of the parties hereto and their
          respective legal representatives, successors and permitted assigns.
          Only with the prior written consent of the Seller, which consent shall
          not be unreasonably withheld, the Purchaser may assign its rights

                                       28
<PAGE>

          under this Agreement to a related entity, and the Purchaser and its
          assignee shall be fully obligated, responsible and liable for the
          performance of the Purchaser's obligations hereunder regardless of any
          such assignment.  The Seller may not assign any of the Seller's rights
          or delegate any of the Seller's obligations hereunder.  Any assignment
          in violation hereof shall be void.

     (K)  ATTORNEYS' FEES.   In the event any party instigates litigation to
          enforce or protect its rights under this Agreement, the party
          substantially 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

               With a copy to:

                    Sprouse, Mozola, Smith & Rowley, P.C.
                    P.O. Box 15008
                    Amarillo, Texas 79105-5008
                    ATTENTION:  R. WAYNE MOORE

               If to Seller:

                    R. Douglas Spedding
                    4380 E. Alameda Avenue
                    Glendale, Colorado 80222


                                       29
<PAGE>

               With a copy to:

                    Burg & Eldredge, P.C.
                    40 Inverness East
                    Englewood, Colorado  80112
                    ATTENTION:  MICHAEL S. BURG


          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, Seller's
          "knowledge" shall include the knowledge of Seller and the employees
          and agents of the applicable Corporation.  Each representation and
          warranty that is limited to Seller's "knowledge" is made with the
          understanding that Seller has examined whatever sources of information
          as are in the actual possession or control of Seller or the applicable
          Corporation 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 either party for a breach of this
          Agreement.  The parties hereto shall have the right to seek any other
          remedy at law or in equity in lieu of or in addition to any remedies
          provided for in this Agreement.

     (P)  SURVIVAL OF OBLIGATIONS.  To the extent necessary to carry out the
          terms and provisions of this Agreement, the obligations and rights
          arising from or related to this Agreement shall survive the Closing
          and shall not be merged into the various documents executed and
          delivered at the time of the Closing.

     (Q)  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 Texas, except for
          matters related to any real property owned or leased by either of the
          Corporations, which shall be construed, enforced, and governed in
          accordance with the laws of the state in which such real property is
          located.

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<PAGE>

     (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 Potter County, Texas.

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

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


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



                              By:   ______________________________
                                    Bill Gilliland,
                                    Chairman and Chief Executive Officer




     SELLER:                  _________________________________________
                              R. Douglas Spedding

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