EXHIBIT 10.3


VOLVO TRUCKS NORTH AMERICA, INC.

         DEALER SALES
         AND SERVICE AGREEMENT







                                                     VOLVO

                                                     P.O. Box 26115
                                                     Greensboro, NC 27402-6115

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                        VOLVO TRUCKS NORTH AMERICA, INC.
                       DEALER SALES AND SERVICE AGREEMENT

                                TABLE OF CONTENTS

DEFINITIONS....................................................................2

PREAMBLE.......................................................................4

   Purpose of Agreement........................................................4
   Company's Responsibilities..................................................4
   Dealer's Responsibilities...................................................4
   A Mutually Beneficial Relationship..........................................4

ARTICLE 1:  SELLING PRIVILEGE..................................................5

   1.1   Relationship Between Company and Dealer...............................5
   1.2   Dealer Appointment....................................................5
         1.2.1  Description of Appointment.....................................5
         1.2.2  Role of Controlling Individual.................................6
   1.3   Term of Agreement.....................................................6
   1.4   Area of Responsibility................................................6
         1.4.1  Definition of Area of Responsibility...........................6
         1.4.2  Changing the Area of Responsibility............................6
   1.5   Portfolio of Criteria.................................................7
   1.6   Addenda and Attachments...............................................7
   1.7   Fully Incorporated Policies and Procedures............................7
   1.8   Modifying the Agreement...............................................7
   1.9   Changing Product Offerings............................................7

ARTICLE 2:  DEALERSHIP SALES AND SERVICE.......................................8

   2.1   Dealer's Responsibilities.............................................8
   2.2   Customer Relations....................................................8
   2.3   Trucks................................................................9
         2.3.1  Truck Sales....................................................9
         2.3.2  Truck Inventory Guidelines.....................................9
         2.3.3  Evaluating Truck Sales Performance.............................9
   2.4   Volvo Engines and Components..........................................9
         2.4.1  Engine and Component Sales.....................................9
         2.4.2  Engine Sales Performance Objectives and Evaluation.............9
   2.5   Used Trucks...........................................................9
   2.6   Parts................................................................10
         2.6.1  Parts Sales...................................................10
         2.6.2  Parts Inventory Requirements..................................10
         2.6.3  Parts Reporting...............................................10
         2.6.4  Parts Information, Catalogs, and Manuals......................11
         2.6.5  Parts Merchandising and Display...............................11
         2.6.6  Evaluating Parts Sales Performance............................11
   2.7   Service..............................................................11

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         2.7.1  Customer Service..............................................11
         2.7.2  Hours of Operation............................................12
         2.7.3  Recall Service Procedure......................................12
         2.7.4  Evaluating Service Performance................................12
   2.8   Complaint Resolution.................................................12
         2.8.1  Customer Complaints...........................................12
         2.8.2  Service Disputes..............................................13
   2.9   Sales and Service Personnel Requirements.............................13
         2.9.1  Dealership Training Requirements..............................13
         2.9.2  Sales.........................................................13
         2.9.3  Service.......................................................13

ARTICLE 3:  DEALERSHIP OPERATIONS.............................................14

   3.1   Financial Requirements...............................................14
   3.2   Business and Marketing Plan and Sales Objectives.....................14
   3.3   Records and Reports..................................................15
         3.3.1  Recordkeeping and Reporting Requirements......................15
                3.3.1.1  Accounting Records...................................15
                3.3.1.2  Operating Report.....................................15
                3.3.1.3  Retail and Other Reports.............................15
                3.3.1.4  Employee and Dealership Information..................15
                3.3.1.5  Audited Financial Statement..........................15
                3.3.1.6  Retaining Records....................................15
         3.3.2  Making Records Available for Examination......................15
         3.3.3  Failure to Comply.............................................16
         3.3.4  Confidentiality and Disclosure................................16
   3.4   Premises and Location................................................16
         3.4.1   Facilities...................................................16
                3.4.1.1  Maintenance Requirements.............................16
                3.4.1.2  Environmental Compliance.............................17
                3.4.1.3  Hours of Operation...................................17
                3.4.1.4  Restrictions on Other Locations......................17
         3.4.2  Relocating Facilities.........................................17
         3.4.3  Representing Non-Volvo Product Lines..........................17
   3.5   Inspections..........................................................17
   3.6   Signs................................................................17
   3.7   Electronic Dealer Communications.....................................18
         3.7.1  Dealer Communication System Requirements......................18
         3.7.2  Software Licensing Requirements...............................19
         3.7.3  Systems Administrator Requirements............................19
         3.7.4  Confidentiality...............................................19
         3.7.5  Obligations upon Terminating Agreement........................19
   3.8   Dealer Council.......................................................19
   3.9   Company Meetings and Programs........................................19
   3.10  Company Sales Support................................................20
   3.11  Direct Sales.........................................................20

ARTICLE 4:  TRADEMARKS........................................................21

   4.1   Dealership Trade Name................................................21
   4.2   Using Product Trademarks.............................................21
   4.3   Trademark Validity...................................................21
   4.4   Effects of Agreement Termination.....................................22
   4.5   Nature of Trademark License..........................................22

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   4.6   Liability for Failure to Comply......................................22

ARTICLE 5:  TERMS OF SALE FOR PRODUCTS........................................23

   5.1   Product Orders.......................................................23
         5.1.1  Order Fulfillment.............................................23
         5.1.2  Order Cancellations...........................................23
         5.1.3  Installing Equipment Required by Law..........................23
   5.2   Prices...............................................................23
   5.3   Wholesale Credit Provisions..........................................23
   5.4   Grant of Purchase Money Security Interest............................23
   5.5   Delivery Schedules and Terms.........................................24
   5.6   Payment and Other Terms of Sale......................................24
   5.7   Sales and Use Taxes..................................................24

ARTICLE 6:  PRODUCT WARRANTY..................................................25

   6.1   Company Warranty.....................................................25
         6.1.1  Product Warranty..............................................25
         6.1.2  Product Warranty Documents....................................25
   6.2   Dealer Warranty......................................................25
         6.2.1  Product Warranty..............................................25
         6.2.2  Service Warranty..............................................25
         6.2.3  Indemnification...............................................25
   6.3   Warranty and Special Policy Service..................................26
         6.3.1  Providing Warranty Service....................................26
         6.3.2  No Charge for Warranty Service................................26
         6.3.3  Purchasing Warranty Repair Parts..............................26
         6.3.4  Warranty Claims...............................................26

ARTICLE 7:  ALTERNATIVE DISPUTE RESOLUTION....................................27

   7.1   Sole and Exclusive Dispute Resolution Procedures.....................27
   7.2   Negotiation..........................................................27
         7.2.1  Negotiating Parties...........................................27
         7.2.2  Negotiation Procedure.........................................27
   7.3   Mediation............................................................28
         7.3.1  Mediation Procedure...........................................28
         7.3.2  Selecting an AAA Mediator.....................................28
         7.3.3  Place of Mediation............................................28
         7.3.4  Mediation Costs...............................................28
         7.3.5  Confidentiality and Inadmissibility...........................28
         7.3.6  Civil Actions.................................................28
   7.4   Arbitration..........................................................29
         7.4.1  Upon Failure of Mediation.....................................29
         7.4.2  Governing Law.................................................29
         7.4.3  Place of Arbitration..........................................29
         7.4.4  Damage Awards.................................................29
         7.4.5  Statute of Limitations........................................29
         7.4.6  Arbitration Costs.............................................29
   7.5   Continuing Performance of Obligations................................29
   7.6   Right of Termination.................................................29

ARTICLE 8:  TERMINATION OF AGREEMENT..........................................30

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iv

   8.1   Expiration of Agreement..............................................30
   8.2   Termination by Mutual Consent........................................30
   8.3   Termination by the Dealer............................................30
   8.4   Termination by the Company for Cause.................................30
         8.4.1  Reasons for Termination.......................................30
         8.4.2  Failure to Perform Obligations................................32
   8.5   Rights and Obligations upon Termination..............................33
         8.5.1  Termination of Representation.................................33
         8.5.2  Unfilled Orders...............................................33
         8.5.3  Sums Due......................................................33
         8.5.4  Product and Tool Repurchase...................................33
                8.5.4.1  Repurchasing Trucks..................................33
                8.5.4.2  Repurchasing Parts...................................34
                8.5.4.3  Repurchasing Tools...................................34
                8.5.4.4  Product Repurchase Policies..........................34
         8.5.5  Removing Signs................................................34
         8.5.6  Returning Company-Supplied Equipment..........................34
         8.5.7  Settling Accounts.............................................34

ARTICLE 9:  DEALERSHIP TRANSFER AND SUCCESSION RIGHTS.........................35

   9.1   Notice of Dealership Transfer........................................35
   9.2   Approval Rights......................................................35
   9.3   Right of First Refusal...............................................35
         9.3.1  Terms.........................................................35
         9.3.2  Exercising the Right of First Refusal.........................35
         9.3.3  Purchasing Assets.............................................35
         9.3.4  Transferring the Right of First Refusal.......................36
         9.3.5  In Case of Dealer Violation...................................36
   9.4   Succession Rights....................................................36
         9.4.1  Designated Successor..........................................36
         9.4.2  Absence of a Successor Addendum...............................36

ARTICLE 10:  INDEMNIFICATION AND LIMITATION...................................38

   10.1  Indemnification......................................................38
         10.1.1  Indemnification by the Company...............................38
                10.1.1.1  Product Indemnification.............................38
                10.1.1.2  Conditions for Indemnification......................38
                10.1.1.3  Company's Obligations...............................38
         10.1.2  Indemnification by the Dealer................................38
                10.1.2.1  Type of Indemnification.............................38
                10.1.2.2  Conditions for Indemnification......................39
   10.2  Limitation of Remedies and Damages...................................39

ARTICLE 11:  GENERAL PROVISIONS...............................................40

   11.1  Modifying the Agreement..............................................40
   11.2  Prohibition on Assignments...........................................40
   11.3  Offsets..............................................................40
   11.4  No Waivers Policy....................................................40
   11.5  Confidentiality......................................................40
   11.6  Attorney's Fees......................................................40
   11.7  Governing Law........................................................40
   11.8  Compliance with Local Law............................................40
   11.9  Severability.........................................................41

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   11.10 Notice...............................................................41
         11.10.1  Methods of Communication....................................41
         11.10.2  Addresses...................................................41

ADDENDUM 1:  PRODUCT ADDENDUM.................................................43

ADDENDUM 2:  TERM ADDENDUM....................................................44

ADDENDUM 3:  AREA OF RESPONSIBILITY ADDENDUM..................................45

DEALER STATEMENT OF OWNERSHIP ADDENDUM

PORTFOLIO OF CRITERIA

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                                           DEALER SALES AND SERVICE AGREEMENT  1


                        VOLVO TRUCKS NORTH AMERICA, INC.
                       DEALER SALES AND SERVICE AGREEMENT




AGREEMENT BETWEEN:

     THE "COMPANY":                     Volvo Trucks North America, Inc.
                                        (a Delaware corporation)


     THE "DEALER":                      _______________________________________

                                    at: _______________________________________

                                        _______________________________________

                                        _______________________________________


     EFFECTIVE DATE:                    _______________________________________

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2  DEALER SALES AND SERVICE AGREEMENT


DEFINITIONS

AGREEMENT                       This Dealer Sales and Service Agreement,
                                including:
                                o  all addenda and attachments as updated from
                                   time to time by the Company
                                o  the Portfolio of Criteria
                                o  all applicable Company Policies and
                                   Procedures.

AREA OF RESPONSIBILITY          The territory in which the Dealer exercises
                                primary sales, service, Warranty, and customer
                                support responsibilities.

BUSINESS AND MARKETING PLAN     The forecast of Dealer Sales and Marketing
                                Operations for a designated period. The Plan is
                                derived from the Dealer's most recent Portfolio
                                of Criteria and administered as an attachment to
                                this Agreement.

COMPONENTS                      New, unused components of Trucks that are sold
                                under one of the Company's Trademarks (as
                                defined in Article 4). These Components are
                                listed in the Product Addendum.

CONTROLLING INDIVIDUAL(S)       The person or persons so designated by the
                                Company in the Dealer Statement of Ownership
                                Addendum.

DEALERSHIP                      The business operations of the Dealer through
                                which the Dealer sells Products and otherwise
                                discharges its obligations under this Agreement.

LOCATION                        Location of the Premises.

PARTS                           New, unused, spare, or replacement truck parts
                                purchased from the Company, including:
                                o  rebuilt and remanufactured parts
                                o  other all-makes parts
                                o  proprietary parts
                                o  all direct ship parts
                                o  any other parts purchased from the Company.
                                These Parts are listed in the Product Addendum.

PORTFOLIO OF CRITERIA           A compilation of various minimum standards of
                                criteria for Dealership operations pertaining to
                                the Dealer's Area of Responsibility, prepared by
                                the Company and updated from time to time.

PREMISES                        Dealer's facility for conducting Dealership
                                operations in the Area of Responsibility.

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                                           DEALER SALES AND SERVICE AGREEMENT  3


PRODUCTS                        Products include:
                                o  Trucks as listed in the Product Addendum
                                o  Parts
                                o  Volvo Components (including engines)
                                o  other Components
                                o  service products, including extended
                                   warranty, contract maintenance, financial
                                   offerings, customer support memberships, and
                                   other services provided from time to time.

TRADEMARKS                      Trademarks, service marks, and trade names,
                                whether registered or unregistered, designated
                                by the Company as the primary trademark
                                identification for Products.

TRUCKS                          New, unused, heavy-duty trucks distributed by
                                the Company, sold under one of the Company's
                                Trademarks (as defined in Article 4), and listed
                                in the Product Addendum.

WARRANTY                        Warranty includes the following services, as
                                covered in the Warranty Administration
                                Procedures Manual:

                                o  warranty
                                o  extended coverage
                                o  recalls
                                o  service programs
                                o  vendor-extended coverage.

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4  DEALER SALES AND SERVICE AGREEMENT


PREAMBLE

        Volvo Trucks North America, Inc. (the "Company") is a
        customer-service-oriented manufacturer of premium-quality trucks and
        highway tractors. The Company also markets and distributes its Products,
        including major Components and replacement Parts, for resale through its
        select network of authorized dealers.

   PURPOSE OF AGREEMENT

        The Company's goal is to promote a mutually beneficial relationship
        between itself and its dealers. Therefore, the purpose of this Agreement
        is to:
            o   encourage and facilitate cooperation and mutual effort to
                satisfy customers
            o   help the Company and the Dealer fully realize their
                opportunities for business success.

   COMPANY'S RESPONSIBILITIES

        The dealers depend upon the Company to provide:
            o   a variety of competitive quality Products and services
            o   effective sales, Parts, and service support
            o   competent staff in support of the Dealer
            o   prompt and reliable service to the Dealer.

   DEALER'S RESPONSIBILITIES

        The Company depends upon its dealers, individually and as a network, to:
            o   manage a properly located, fully equipped Dealership in a
                professional manner
            o   staff the Dealership with competent personnel
            o   sell sufficient quantities of Products into the appropriate
                applications
            o   provide prompt and reliable service to customers
            o   project a caring attitude toward customers.

   A MUTUALLY BENEFICIAL RELATIONSHIP

        By fulfilling their respective responsibilities under this Agreement,
        the Company and the Dealer will be able to establish and maintain a
        mutually satisfactory relationship.


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                                           DEALER SALES AND SERVICE AGREEMENT  5


                        THE COMPANY AND THE DEALER AGREE:

ARTICLE 1:  SELLING PRIVILEGE

   1.1    RELATIONSHIP BETWEEN COMPANY AND DEALER

                  The Dealer is an independent contractor, not an agent of the
                  Company. The Dealer therefore has no authority to bind the
                  Company to a third party.

                  The Dealer also is solely responsible for its own acts and
                  omissions.

                  The Company has no authority to bind the Dealer to any third
                  party except as provided by this Agreement and/or applicable
                  Company policies and procedures as announced from time to
                  time.

   1.2    DEALER APPOINTMENT

          1.2.1   DESCRIPTION OF APPOINTMENT

                  The Company appoints the Dealer in its Area of Responsibility
                  to:
                      o   act as an independent authorized retail dealer for the
                          resale of Products
                      o   provide Parts, used truck service, and technical
                          support to customers of Products.

                  DEFINITION:
                  PRODUCTS        Products include:
                                  o   Trucks as listed in the Product Addendum
                                  o   Parts
                                  o   Volvo Components (including engines)
                                  o   other Components
                                  o   service products, including extended
                                      warranty, contract maintenance, financial
                                      offerings, customer support memberships,
                                      and other services provided from time to
                                      time.

                  This appointment is exclusive, meaning that so long as the
                  Dealer complies with its obligations under this Agreement, the
                  Company will not give any other dealer rights to locate a
                  facility in the Dealer's Area of Responsibility.

                  The Dealer agrees to:

                      o   accept this appointment subject to the terms of this
                          Agreement, including
                          -- the Company's Portfolio of Criteria
                          -- policies and procedures set by the Company and
                             amended by the Company from time to time
                      o   conduct its operations in accordance with these terms.

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6  DEALER SALES AND SERVICE AGREEMENT


          1.2.2   ROLE OF CONTROLLING INDIVIDUAL

                  DEFINITION:
                  CONTROLLING The person or persons so designated by the Company
                  INDIVIDUAL  in the Dealer Statement of Ownership Addendum.

                  Controlling Individual(s) approved by the Company and
                  identified in the Dealer Statement of Ownership Addendum must
                  own, control, and manage the Dealership on a daily basis.

                  The Company enters into this Agreement relying upon the
                  personal abilities and qualifications of the Controlling
                  Individual(s). The Dealer's rights and the Company's
                  obligations under this Agreement are contingent upon the
                  continuity of the approved Controlling Individual(s). The
                  Company and Dealer agree that the Controlling Individual(s)
                  and the percentage stated in the Dealer Statement of Ownership
                  Addendum will remain the same, unless changed according to
                  Article 9 of this Agreement.

   1.3    TERM OF AGREEMENT

                  Unless otherwise stated in the Term Addendum, the term of this
                  Agreement shall be 5 years from the effective date.

   1.4    AREA OF RESPONSIBILITY

          1.4.1   DEFINITION OF AREA OF RESPONSIBILITY

                  DEFINITION:
                  AREA OF         The territory in which the Dealer exercises
                  RESPONSIBILITY  primary sales, service, and customer support
                                  responsibilities.

                  The Company has determined that the Dealer can best market and
                  service Products, and provide the highest level of customer
                  support, in this geographic region. The boundaries of the Area
                  of Responsibility shall be set forth in the Area of
                  Responsibility Addendum provided by the Company.

          1.4.2   CHANGING THE AREA OF RESPONSIBILITY

                  To improve service to customers and potential customers, the
                  Company reserves the sole right and discretion to redefine
                  from time to time the boundaries of any Area of
                  Responsibility. The Dealer recognizes that factors determining
                  the Area of Responsibility may change, leading to
                  modification.

                  Factors used in determining the Area of Responsibility will be
                  clearly defined in Company policies and procedures. Where the
                  Company determines that modification to the Area of
                  Responsibility is appropriate, it will, in all cases, provide
                  the Dealer with 60 days' notice of the proposed modification.
                  All disputes arising from changes in the Area of
                  Responsibility will be resolved using the alternative dispute
                  resolution process detailed in Article 7 of this Agreement.

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                                           DEALER SALES AND SERVICE AGREEMENT  7


   1.5    PORTFOLIO OF CRITERIA

                  DEFINITION:
                  PORTFOLIO OF   A compilation of various minimum standards of
                  CRITERIA       criteria for Dealership operations pertaining
                                 to the Dealer's Area of Responsibility,
                                 prepared by the Company and updated from time
                                 to time.

                  The Portfolio of Criteria includes the minimum acceptable
                  criteria for business planning. The Dealer shall at all times
                  perform in accordance with and remain in compliance with the
                  terms of the Portfolio of Criteria. Its terms are subject to
                  review either:
                      o   annually, in connection with the preparation of the
                          Business and Marketing Plan
                      o   according to another interval determined by the
                          Company.

   1.6    ADDENDA AND ATTACHMENTS

                  All addenda and other attachments to this Agreement are an
                  integral part of the Agreement. If an addendum or attachment
                  requires execution by the Dealer or the Company, this
                  Agreement shall be of no force or effect until the addendum or
                  attachment has been duly executed.

                  See the Table of Contents for a list of addenda to this
                  Agreement.

   1.7    FULLY INCORPORATED POLICIES AND PROCEDURES

                  All applicable Company Policies and Procedures, which may be
                  modified from time to time, are fully incorporated in this
                  Agreement.

   1.8    MODIFYING THE AGREEMENT

                  The provisions of this Agreement may be modified by the
                  Company as business conditions and other circumstances change.

   1.9    CHANGING PRODUCT OFFERINGS

                  The Company may from time to time change its Product offerings
                  without prior notice to the Dealer. The Dealer will, in turn,
                  have every reasonable right to have the Product Addendum
                  updated to include new offerings that replace discontinued
                  offerings, but only if the Dealer meets minimum Company
                  standards as established from time to time.

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8  DEALER SALES AND SERVICE AGREEMENT


ARTICLE 2:  DEALERSHIP SALES AND SERVICE

                  DEFINITION:
                  DEALERSHIP   The business operations of the Dealer
                               through which the Dealer sells Products and
                               otherwise discharges its obligations under
                               this Agreement.

   2.1    DEALER'S RESPONSIBILITIES

                  The Dealer has two primary functions in the Area of
                  Responsibility:
                      o   to develop the business of selling and servicing
                          Products
                      o   to support Product customers.

                  The Company relies upon the Dealer to:
                      o   develop and deal directly with a strong customer base
                          in the Area of Responsibility
                      o   conduct all business activities in a manner that
                          reflects favorably upon, and preserves the goodwill
                          and reputation of, the Dealer, the Company, and all
                          other Company dealers
                      o   give adequate care and attention to all aspects of
                          Dealership business, including, among others:
                          --   Truck sales
                          --   Parts sales
                          --   Volvo Component sales
                          --   repair service
                          --   used truck sales
                          --   finance and insurance
                          --   administration
                          --   other support services and special customer
                               programs.

   2.2    CUSTOMER RELATIONS

                  Success of the Company, the Dealer, and other Company dealers
                  depends upon establishing a reputation for exceptional
                  customer satisfaction and loyalty in all aspects of Dealership
                  operations. The Dealer and the Company recognize the
                  importance of prompt, courteous, and professional care in
                  promoting the image of a customer-service-oriented network.
                  The Dealer is responsible for maintaining this reputation and
                  will:
                      o   conduct its business with the goal of furthering the
                          Company's and the network of dealers' customer service
                          objectives
                      o   promote customer loyalty by prompt and courteous
                          attention to local and transient customers
                      o   support the Company and its image with a positive
                          attitude to the customer and the public
                      o   participate in Company-designated customer-
                          satisfaction-measurement systems to ensure consistent
                          levels of satisfaction with all Products.

                  The Company will support the Dealer in achieving its customer
                  service objectives.

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                                           DEALER SALES AND SERVICE AGREEMENT  9


   2.3    TRUCKS

                  DEFINITION:
                  TRUCKS         New, unused, heavy-duty trucks distributed
                                 by the Company, sold under one of the
                                 Company's Trademarks (as defined in Article 4),
                                 and listed in the Product Addendum.

          2.3.1   TRUCK SALES

                  Within the Area of Responsibility, the Dealer shall:
                      o   vigorously and aggressively promote the sale, lease,
                          and use of the full range of Truck models with
                          specifications appropriate for the customer's
                          intended use
                      o   regularly and systematically solicit all current and
                          prospective owners and users of Trucks
                      o   develop and maintain a Truck department staffed with
                          appropriately trained personnel, based on criteria
                          that the Company may establish from time to time.

                  If, for any reason, the Dealer believes it may be unable to
                  vigorously pursue any transaction, it shall immediately notify
                  the appropriate Company representative in writing with the
                  following information:
                      o   the customer's name
                      o   a description of the vehicle type in which the
                          customer is interested
                      o   any special terms and conditions known to the Dealer.

          2.3.2   TRUCK INVENTORY GUIDELINES

                  To help the Dealer develop its sales potential in the Area of
                  Responsibility, the Company may provide Truck inventory
                  guidelines for unsold Trucks.

          2.3.3   EVALUATING TRUCK SALES PERFORMANCE

                  The Dealer's Truck sales performance shall be measured by:
                      o   Dealer market performance
                      o   Dealer retail earned market share.

   2.4    VOLVO ENGINES AND COMPONENTS

          2.4.1   ENGINE AND COMPONENT SALES

                  The Dealer shall actively promote the sale of Volvo engines
                  and Components, and meet the requirements of the Company for
                  sales penetration and aftermarket support.

          2.4.2   ENGINE SALES PERFORMANCE OBJECTIVES AND EVALUATION

                  The Company will provide the Dealer with annual Volvo engine
                  and Component sales objectives and include them in the
                  Portfolio of Criteria. The Dealer's performance of its engine
                  and Component sales responsibilities shall be measured by such
                  reasonable criteria as the Company may develop from time to
                  time.

   2.5    USED TRUCKS

                  The Company and the Dealer both recognize that used truck
                  sales are crucial to the development of market potential in
                  the Area of Responsibility. To fulfill this potential, the
                  Dealer will:

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10  DEALER SALES AND SERVICE AGREEMENT


                      o   develop and maintain a used truck department
                          staffed with appropriately trained personnel
                      o   provide customers with access to the purchase of
                          used trucks
                      o   provide competitive trade-in values for new Truck
                          customers.

   2.6    PARTS

                  DEFINITION:
                  PARTS         New, unused, spare, or replacement truck parts
                                purchased from the Company, including:
                                o   rebuilt and remanufactured parts
                                o   other all-makes parts
                                o   proprietary parts
                                o   all direct ship parts
                                o   any other parts purchased from the Company.
                                These Parts are listed in the Product Addendum.

          2.6.1   PARTS SALES

                  Within the Area of Responsibility, the Dealer shall vigorously
                  and aggressively promote the sale of Parts to:
                      o   retail and other customers, including transient
                          customers of Products
                      o   authorized extended distribution outlets.

                  The Dealer shall also use its best efforts to develop its
                  potential for Parts sales and obtain an acceptable penetration
                  of the local market.

                  The Dealer understands that customers have the right to expect
                  any Part that the Dealer sells, installs, or uses in the
                  repair or servicing of Trucks to meet the Company's high
                  standards. The Dealer therefore agrees:
                      o   not to sell, use, or install non-Volvo Parts that
                          in any way adversely affect the mechanical operation
                          of any Truck, or that are inferior in quality and
                          design to Volvo Parts
                      o   not to represent used or remanufactured parts as new.

          2.6.2   PARTS INVENTORY REQUIREMENTS

                  The Dealer will maintain Parts stocking requirements as
                  defined by the Company. The inventory of new, unused Parts
                  will be designed to promote customer service and satisfaction
                  and further the Dealer's Parts sales potential.

          2.6.3   PARTS REPORTING

                  The Dealer will supply Parts reports as required by the
                  Company. Upon request, the Dealer will also:
                      o   make available its complete Parts inventory data in
                          the manner required by the Company
                      o   provide additional data, such as sales/demands, for
                          the purpose of improving Parts availability and
                          customer support.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  11


          2.6.4   PARTS INFORMATION, CATALOGS, AND MANUALS

                  The Dealer will:
                      o   strictly adhere to the Company's manuals,
                          bulletins, policies, procedures, and other
                          instructionals, in whatever form they are offered,
                          and as revised from time to time
                      o   keep on the Premises, in operable condition, all
                          the equipment, catalogs, manuals, and bulletins
                          required to provide a high level of customer service.
                          These materials must be maintained in the medium
                          required by the Company.

                  The Dealer's continuing right to sell Parts is conditioned
                  upon fulfilling these obligations.

          2.6.5   PARTS MERCHANDISING AND DISPLAY

                  The Dealer will provide an adequate area, according to Company
                  standards, for the merchandising and display of Products.

          2.6.6   EVALUATING PARTS SALES PERFORMANCE

                  The Company will provide the Dealer, on a regular basis, with
                  specific Parts sales and purchase objectives. The Dealer's
                  performance of its Parts sales and purchase responsibilities
                  shall be measured by such reasonable criteria as the Company
                  may develop from time to time, which may include but are not
                  limited to:
                      o   a comparison of the Dealer's actual Parts sales and
                          purchases to:
                          --  its Parts sales and purchase objectives as set
                              from time to time
                          --  its performance during the prior year
                      o   a comparison of the Dealer's actual Parts sales and
                          purchases to those of other dealers in the same
                          region and district, and other dealers nationwide
                      o   the Dealer's Parts sales penetration in the Area of
                          Responsibility
                      o   the Dealer's achievement of objectives under the
                          Business and Marketing Plan.

   2.7    SERVICE

          2.7.1   CUSTOMER SERVICE

                  The Dealer will promote customer satisfaction by providing
                  courteous, convenient, prompt, efficient, quality service to
                  owners and users of Trucks, including transient customers.
                  These services will be provided whenever requested, regardless
                  of where or from whom the Trucks were purchased. The Dealer
                  will perform and administer all service in a professional
                  manner, in accordance with:
                      o   all applicable laws and regulations
                      o   the Company's customer satisfaction goals
                      o   the Company's Service Policies and Procedures
                          Manual as amended from time to time.

                  Failure to provide a high level of service, as outlined in
                  this Agreement, could result in the loss of customer goodwill
                  and seriously damage the reputation of the Company, the
                  Dealer, other Company dealers, and Products.

<PAGE>


12  DEALER SALES AND SERVICE AGREEMENT


          2.7.2   HOURS OF OPERATION

                  The Dealer agrees to:
                      o   maintain hours of operation at the Premises
                          consistent with local competitive and/or trade
                          practices. At a minimum, hours should be equal to or
                          better than the average hours of the top 2 market
                          share leaders in the Area of Responsibility, not
                          including any resident dual brand at the Dealership.
                          The Dealer will work towards being open 7 days per
                          week, 24 hours per day.
                      o   be open or on call 7 days per week, 24 hours per
                          day for the following services:
                          --  Parts and service
                          --  truck-down emergency road service
                      o   conduct semiannual surveys within the Area of
                          Responsibility to monitor competitors' hours of
                          operation.

          2.7.3   RECALL SERVICE PROCEDURE

                  During a recall campaign, the Dealer will:
                      o   perform, in a timely fashion, all Product
                          inspections and repairs the Company requests,
                          regardless of where the Products were purchased
                      o   perform recall service in accordance with the
                          Company's service manuals, bulletins, policies and
                          procedures, and other instructionals as amended from
                          time to time
                      o   at the Company's request, provide all information
                          in the Dealer's possession regarding the location of
                          Products subject to a recall
                      o   in all reasonable ways, notify customers of the
                          need and desirability of inspection and repairs.

                  The Company will compensate the Dealer for parts and labor
                  provided in connection with recall services according to the
                  then-current Company policy.

          2.7.4   EVALUATING SERVICE PERFORMANCE

                  The Company and the Dealer will periodically evaluate the
                  Dealer's service performance to determine if the Dealer has
                  fulfilled the Company's service objectives, as included in but
                  not limited to:
                      o   this Agreement
                      o   the Portfolio of Criteria
                      o   Company policies and procedures
                      o   other reasonable criteria that the Company may adopt.

   2.8    COMPLAINT RESOLUTION

          2.8.1   CUSTOMER COMPLAINTS

                  Good customer relations are essential to the Dealer's and the
                  Company's mutual success. Accordingly, the Dealer will
                  promptly and diligently investigate and resolve all
                  complaints. The process of complaint resolution should secure
                  the goodwill of customers and the marketplace toward the
                  Dealer, the Products, the Company, and the Company's other
                  dealers.

                  Except as otherwise provided in this Agreement, the Dealer is
                  the primary resource for investigating and resolving customer
                  complaints. If the Dealer receives any

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  13


                  complaint that it is unable to resolve, the Dealer will
                  promptly notify the Company with:
                      o   the nature of the complaint
                      o   the Product involved
                      o   the name and complete contact information of the
                          customer making the complaint.

          2.8.2   SERVICE DISPUTES

                  Dissatisfied customers occasionally contact the Company
                  directly with complaints about the quality or cost of Dealer
                  service. The Company will forward these disputed issues to the
                  Dealer for response to the customer. In such cases it is the
                  Dealer's responsibility to resolve the dispute at its own
                  expense. The Dealer must keep records of the customer issue
                  and its resolution and provide this information to the Company
                  upon request.

   2.9    SALES AND SERVICE PERSONNEL REQUIREMENTS

          2.9.1   DEALERSHIP TRAINING REQUIREMENTS

                  The Dealer agrees to comply with the Company's training
                  requirements as outlined in the Training Policies and
                  Procedures Manual. The Dealer's continuing right to sell
                  Products is contingent upon fulfilling this obligation.

          2.9.2   SALES

                  The Dealer shall at all times employ a sufficient number of
                  trained and qualified Parts and sales personnel, as specified
                  in the Parts and Sales Policies and Procedures Manuals, to
                  vigorously and aggressively promote the sale of Products in
                  accordance with the terms of this Agreement, the Portfolio of
                  Criteria, and the Business and Marketing Plan. Parts, new and
                  used truck, and Volvo Component sales personnel must also meet
                  the training requirements.

          2.9.3   SERVICE

                  The Dealer shall also employ a sufficient number of trained
                  and qualified service personnel, as defined in the Service
                  Policies and Procedures Manual.

<PAGE>


14  DEALER SALES AND SERVICE AGREEMENT


ARTICLE 3:  DEALERSHIP OPERATIONS

                  DEFINITION:
                  DEALERSHIP    The business operations of the Dealer through
                                which the Dealer sells Products and otherwise
                                discharges its obligations under this Agreement.

   3.1    FINANCIAL REQUIREMENTS

                  The Dealer shall at all times maintain and employ the total
                  investment, net worth, unencumbered net working capital
                  liquidity, and available wholesale credit it needs to properly
                  and completely fulfill its responsibilities under this
                  Agreement. The Dealer must demonstrate to the Company's
                  reasonable satisfaction that it is able to provide full and
                  prompt payment for purchased Products before the Company is
                  obligated to sell Products to the Dealer.

   3.2    BUSINESS AND MARKETING PLAN AND SALES OBJECTIVES

                  DEFINITION:
                  BUSINESS AND     The forecast of Dealer Sales and Marketing
                  MARKETING PLAN   Operations for a designated period. The Plan
                                   is derived from the Dealer's most recent
                                   Portfolio of Criteria and administered as an
                                   attachment to this Agreement.

                  On an annual basis or other period specified by the Company,
                  the Dealer shall submit, on Company-provided forms, a Business
                  and Marketing Plan that projects operating results for the
                  upcoming year or years. The Plan will cover new Truck, used
                  truck, Parts, and service sales. The Dealer will use this Plan
                  to increase market penetration in the Area of Responsibility.

                  The Business and Marketing Plan will incorporate the specific
                  sales objectives provided by the Company, which shall be based
                  on some or all of the following factors, among others:
                      o   the Dealer's prior sales
                      o   the Dealer's present market position
                      o   the Company's national and District market positions
                      o   the Company's long-range plans and objectives
                      o   an analysis of current conditions and projected change
                          in the local market.

                  The Business and Marketing Plan shall contain a detailed
                  description of, among other things:
                      o   analyses of the Dealer's present market position
                      o   the Dealer's short- and long-term sales objectives
                          and strategies
                      o   tactics and programs that the Dealer will implement
                          to achieve its objectives.

                  The Dealer shall use its best efforts to meet the objectives
                  set forth in the Business and Marketing Plan.

                  In support of this process, the Company shall provide the
                  Dealer with:
                      o   an overview of then-current market conditions
                      o   future Company marketing plans

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                                          DEALER SALES AND SERVICE AGREEMENT  15


                      o   state of the Company
                      o   any other plans that can reasonably be disclosed to
                          the Dealer without jeopardizing the Company's position
                      o   any other reasonably necessary assistance in
                          formulating a Business and Marketing Plan.

   3.3    RECORDS AND REPORTS

          3.3.1   RECORDKEEPING AND REPORTING REQUIREMENTS

                  3.3.1.1  ACCOUNTING RECORDS

                  The Dealer will maintain uniform accounting records in the
                  manner prescribed by the Company. These records will at all
                  times accurately reflect the financial condition of its
                  business.

                  3.3.1.2  OPERATING REPORT

                  The Dealer will furnish to the Company a complete operating
                  report covering its operations on a calendar year-to-date
                  basis. This operating report:
                      o   will be due by the 15th of each month
                      o   must be submitted either on Company-provided forms
                          or over the Company-approved Dealer Communication
                          System, as the Company shall elect.

                  3.3.1.3  RETAIL AND OTHER REPORTS

                  The Dealer will provide a retail report and all other reports
                  at such times and on such forms as the Company may reasonably
                  request.

                  3.3.1.4  EMPLOYEE AND DEALERSHIP INFORMATION

                  The Dealer will keep current and provide, upon Company
                  request, employee and Dealership information.
                      o   Employee information includes, but is not limited
                          to, Dealer personnel and their functions.
                      o   Dealership information includes, but is not limited
                          to, hours of operation.

                  3.3.1.5  AUDITED FINANCIAL STATEMENT

                  The Dealer will submit a financial statement, compiled and
                  reviewed by a reputable certified public accounting firm, to
                  the Company at fiscal year-end closing. Should the Dealer
                  produce audited statements, these audited statements become
                  the requirement.

                  3.3.1.6  RETAINING RECORDS

                  The Dealer will retain all information, including Warranty,
                  inventory, and other sales and service records related to the
                  business covered by this Agreement, for a period of at least 5
                  years following the end of the calendar year in which the
                  record was generated. This information must be provided upon
                  request, on such forms and in such format as the Company
                  requires.

          3.3.2   MAKING RECORDS AVAILABLE FOR EXAMINATION

                  The Dealer shall permit the Company and its designees to
                  examine the Dealer's accounting or other records upon
                  reasonable notice during business hours. This examination may
                  include, among other things, an audit of the Dealer's records

<PAGE>


16  DEALER SALES AND SERVICE AGREEMENT


                  supporting Warranty, service, or other claims made by the
                  Dealer against the Company.

          3.3.3   FAILURE TO COMPLY

                  If the Dealer fails, after notice from the Company, to comply
                  with any of the provisions of this Section, the Company shall
                  have the right to:
                      o   stop financing Parts or other purchases on open
                          account
                      o   remove the Dealer from the list of dealers eligible
                          for Company participation in wholesale and retail
                          Truck financing.

          3.3.4   CONFIDENTIALITY AND DISCLOSURE

                  The Company will keep all information provided under Section
                  3.3 confidential and will not disseminate it to any outside
                  party without the Dealer's consent, unless required to do so
                  by law. However, at its sole discretion, the Company may
                  disclose such information to its affiliated companies.
                  Dissemination within the Company of information provided under
                  this Section shall be on a need-to-know basis.

                  The Dealer hereby:
                      o   authorizes the Company's affiliates to disclose to
                          the Company any information of the nature described
                          in this Section
                      o   waives all claims of damage against any person or
                          entity for such disclosure.

                  "Affiliates" or "affiliated company" shall mean any parent or
                  subsidiary of the Company or any other company with common
                  ownership.

   3.4    PREMISES AND LOCATION

                  DEFINITIONS:
                  PREMISES          Dealer's facility for conducting Dealership
                                    operations in the Area of Responsibility.

                  LOCATION          Location of the Premises.

          3.4.1   FACILITIES

                  3.4.1.1  MAINTENANCE REQUIREMENTS

                  The appearance and representation of the Premises affect both
                  customer and public perception of Product quality provided by
                  all dealers nationwide. Therefore, the Dealer will maintain
                  the Premises and the Location in accordance with:
                      o   the terms of this Agreement
                      o   the Company's most recent Portfolio of Criteria
                      o   the Company's standards for size, cleanliness,
                          appearance, and presentation of Products, used
                          trucks, and repair services.

                  The Dealer further agrees that:
                      o   interior and exterior retail environment and signs
                          will comply with any reasonable requirements the
                          Company may establish to promote and preserve its own
                          and the Dealer's image
                      o   the Premises shall comply with all applicable
                          government ordinances, laws, and/or regulations in
                          effect from time to time

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  17


                      o   in the Company's opinion, the Premises shall be
                          commercially satisfactory and in a good state of
                          repair.

                  The Company may, if circumstances warrant, require the Dealer,
                  upon reasonable prior notice, to make changes to the Premises
                  or Location.

                  3.4.1.2  ENVIRONMENTAL COMPLIANCE

                  The Dealer shall comply with all applicable federal, state,
                  and local environmental laws in the operation of the
                  Dealership.

                  3.4.1.3  HOURS OF OPERATION

                  See Section 2.7.2 for requirements concerning hours of
                  operation.

                  3.4.1.4  RESTRICTIONS ON OTHER LOCATIONS

                  The Dealer shall not:
                      o   operate from any other location without the
                          Company's prior written consent
                      o   establish a resident salesperson outside the Area
                          of Responsibility without the Company's approval.

          3.4.2   RELOCATING FACILITIES

                  The Dealer must obtain the Company's advance written approval,
                  which will not be unreasonably withheld, to:
                      o   relocate its facilities
                      o   change the size of or substantially modify the use
                          of the Premises.

          3.4.3   REPRESENTING NON-VOLVO PRODUCT LINES

                  In accepting the Company's Portfolio of Criteria, the Dealer
                  commits its Premises and other specified resources to meet its
                  obligations under this Agreement. The Dealer must seek
                  approval in writing from the Company before:
                      o   representing other heavy-duty trucks
                      o   distributing other substantial product offerings.

                  Such written notice must be sent 60 days in advance. The
                  Company, upon receipt of such notice, and without limiting any
                  rights it has under this Agreement, reserves the right to
                  modify the Portfolio of Criteria to insure that adequate
                  resources continue to be available for Products and customers
                  of Products. Adequate resources include, but are not limited
                  to, staffing, display space, and merchandising.

   3.5    INSPECTIONS

                  The Company or its designees may at any time during normal
                  business hours, upon reasonable notice, inspect the Dealer's:
                      o   Premises
                      o   inventory of Products
                      o   customer records relating to Product Warranty, sales,
                          and service.

   3.6    SIGNS

                  The Dealer shall prominently display upon its Premises the
                  largest sign allowable by local ordinance. Signs must be:

<PAGE>


18  DEALER SALES AND SERVICE AGREEMENT


                      o   consistent with Company policy and applicable
                          zoning ordinances
                      o   adequate to identify the Premises as an authorized
                          sales and service establishment for all Products
                      o   compatible with design standards established by the
                          Company
                      o   subject to Company approval of Trademark display.

   3.7    ELECTRONIC DEALER COMMUNICATIONS

                  Electronic transmission of data between the Dealer and the
                  Company is a necessary part of transacting business
                  successfully. To further this goal, the Company will continue
                  to make available to its dealers:
                      o   cost-effective data communication capabilities that
                          use current technology
                      o   guidelines and other assistance for using these
                          systems.

          3.7.1   DEALER COMMUNICATION SYSTEM REQUIREMENTS

                  The Dealer will obtain and maintain on its premises a
                  Company-approved Dealer Business System capable of providing
                  Volvo DCS communications and electronically transmitting
                  information in a form compatible with the Company's minimum
                  standards, as published from time to time. This system and the
                  Dealer personnel must be capable of:
                      o   transmitting to the company, among other information:
                          --  Truck orders
                          --  Parts orders
                          --  Warranty claims
                          --  Dealership Parts inventory
                          --  Truck repair-order history
                          --  financial data (FACTS)
                          --  other relevant business information
                      o   receiving information from the Company.

                  It is the Dealer's responsibility to provide linkage, at its
                  own expense, with the Company's system.

                  The Dealer will also install and maintain computer equipment
                  that is capable of DCS communications in the following
                  departments:
                      o   New Truck
                      o   Used Truck
                      o   Parts
                      o   Service
                      o   Administration.

                  This computer equipment must meet the minimum standards
                  published by the Company from time to time.

                  As the Company adds or changes systems or equipment, the
                  Dealer will modify its own systems and equipment to be
                  compatible within a reasonable time, as defined by the
                  Company. The Company will make every reasonable effort to
                  consider existing Dealer systems and equipment prior to adding
                  or changing requirements.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  19


          3.7.2   SOFTWARE LICENSING REQUIREMENTS

                  Licensing agreements for some software supplied by the Company
                  may limit the number of clients/users that can access the
                  software. The Dealer agrees to notify the Company if the
                  number of clients/users using a system exceeds the licensing
                  agreement in force at the time, and purchase additional
                  licenses if necessary.

          3.7.3   SYSTEMS ADMINISTRATOR REQUIREMENTS

                  The Dealer must appoint a systems administrator who will be
                  the primary contact for systems announcements, upgrades, and
                  the resolution of computer-related problems at the Dealership.

          3.7.4   CONFIDENTIALITY

                  Systems supplied by the Company are considered confidential as
                  specified in Section 11.5 of this Agreement. These systems and
                  any intellectual property rights forming a part of these
                  systems:
                      o   cannot be used in conjunction with any business
                          activities not directly related to the Company and
                          its benefit
                      o   must be used as specified in Company licensing
                          agreements.

          3.7.5   OBLIGATIONS UPON TERMINATING AGREEMENT

                  Any communications equipment, computers, software, or tools
                  supplied by the Company will remain its property and must be
                  returned upon termination of this Agreement. If requested by
                  the Company, the Dealer agrees to promptly execute any
                  financing statements or other documents for filing by the
                  Company evidencing its ownership of any equipment, computers,
                  software, or tools it has supplied.

   3.8    DEALER COUNCIL

                  To promote goodwill and to maximize the mutual benefits of
                  this Agreement, the Company has established a Dealer Council
                  to serve as a mechanism for joint communication. The Dealer
                  Council will convey to the Company and the dealers each
                  others' concerns and opinions.

                  The Dealer Council is comprised of dealers elected by dealers
                  and develops its own bylaws. The number and qualifications of
                  elected representatives is determined by these bylaws.

                  The Company will meet with the Dealer Council periodically to
                  review matters presented as well as other mutual business
                  issues. The Company reserves the right to seek alternative
                  methods for receiving dealer input.

   3.9    COMPANY MEETINGS AND PROGRAMS

                  The Company shall make available to the Dealer a variety of
                  meetings, seminars, and programs, including Product
                  announcement meetings, that are designed to:
                      o   increase Dealer expertise in promoting Products
                      o   develop sales and income for all aspects of
                          Dealership operations
                      o   promote customer satisfaction.

<PAGE>


20  DEALER SALES AND SERVICE AGREEMENT


                  The Controlling Individual(s), or such Dealer personnel as the
                  Company shall reasonably prescribe, shall attend Company
                  meetings. The Dealer also agrees to support Company Product
                  programs in effect from time to time.

   3.10   COMPANY SALES SUPPORT

                  The Company shall support the Dealer's sales of Products with
                  a national sales and marketing effort that will include, among
                  other things, regular national and/or regional advertising.
                  The Company may also provide:
                      o   advertising materials to assist the Dealer in
                          promoting Product sales. These materials may include,
                          but are not limited to:
                          --   brochures
                          --   folders
                          --   catalogs
                          --   e-commerce applications
                          --   kiosks.
                          The Company may, in circumstances it deems
                          appropriate, charge the Dealer the reasonable cost of
                          such materials.
                      o   cooperative advertising plans and special
                          promotions designed to stimulate sales.

   3.11   DIRECT SALES

                  The Company intends to sell Products through its Dealers to
                  the fullest extent possible. However, if the Company
                  determines that it is appropriate in a particular case, it may
                  sell Products directly to any purchaser regardless of where
                  the purchaser is located or takes delivery. In all such cases
                  of direct sales, the Dealer shall have no right to any credit,
                  commission, or other compensation by virtue of any such sale.

                  If the Dealer's selling efforts have substantially contributed
                  to the Company's direct Product sale, the Company may, in
                  accordance with its policy in effect at the time, pay the
                  Dealer a commission based on the significance of the selling
                  effort.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  21


ARTICLE 4:  TRADEMARKS

                  DEFINITION:
                  TRADEMARKS      Trademarks, service marks, and trade
                                  names, whether registered or unregistered,
                                  designated by the Company as the primary
                                  trademark identification for Products.

                  The Company is the owner or licensee of certain Trademarks.
                  The Dealer acknowledges that the Trademarks are valuable
                  assets of the Company and agrees to protect them, using them
                  only in accordance with the following terms and conditions.

   4.1    DEALERSHIP TRADE NAME

                  Subject to Company approval, the Dealer is licensed to:
                      o   non-exclusively use the Trademarks as part of the
                          Dealer trade name while conducting business under
                          this Agreement
                      o   register this trade name where registration of
                          fictitious business names is required by law. The
                          Dealer shall notify the Company in writing of all
                          such registrations within 30 days.

                  The Dealer shall not:
                      o   use any of the Trademarks in its actual corporate
                          name
                      o   register or attempt to register any of the
                          Trademarks in any place or office, except as
                          permitted in this Section of the Agreement.

   4.2    USING PRODUCT TRADEMARKS

                  The Dealer may use the Trademarks to fairly and truthfully
                  advertise and promote Product sales and enhance Product
                  goodwill. The Company may from time to time issue guidelines
                  for the use of the Trademarks; the Dealer shall comply with
                  such guidelines.

                  The Dealer shall not:
                      o   use the Trademark on any product offered for sale
                          that was not purchased directly or indirectly from
                          the Company
                      o   alter any Product or change or substitute any of
                          its equipment in any way that impeaches, infringes,
                          or lessens the validity of the Trademarks
                      o   do anything else that will in any way impeach,
                          infringe, or lessen the validity of the Trademarks.

                  Dealer use of Trademarks shall be in accordance with Company
                  Policy. The Dealer will provide its best efforts to further
                  the goodwill and image associated with Trademarks.

   4.3    TRADEMARK VALIDITY

                  The Dealer:
                      o   acknowledges that the Trademarks are valid and
                          presently owned by or licensed to the Company
                      o   agrees to use the Trademarks only as long as this
                          Agreement is valid
                      o   has no right to authorize others to use the
                          Trademarks

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22  DEALER SALES AND SERVICE AGREEMENT


                      o   will not use any of the Trademarks in any manner
                          that jeopardizes the Company's ownership or use
                          thereof.

   4.4    EFFECTS OF AGREEMENT TERMINATION

                  Upon termination of this Agreement for any reason, all
                  licenses granted to the Dealer in this Article shall
                  immediately terminate. Additionally, the Dealer shall
                  immediately discontinue the use of Trademarks on:
                      o   signs
                      o   structures
                      o   advertising, marketing, or other promotional activity.

                  As soon as possible after termination, the Dealer will change
                  its trade name so that it will no longer contain the Company
                  Trademark, or any other name deceptively similar to it.

   4.5    NATURE OF TRADEMARK LICENSE

                  The Dealer's interest in this Trademark license is personal
                  and not assignable. The Dealer shall acquire only those rights
                  in connection with the Trademarks expressly granted in this
                  Article.

   4.6    LIABILITY FOR FAILURE TO COMPLY

                  The Dealer will reimburse the Company for all legal fees and
                  other expenses incurred in connection with any legal or other
                  action to compel the Dealer to comply with the provisions of
                  this Article.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  23


ARTICLE 5:  TERMS OF SALE FOR PRODUCTS

   5.1    PRODUCT ORDERS

          5.1.1   ORDER FULFILLMENT

                  The Company will sell Products to the Dealer, who must place
                  orders in the form the Company requires.

                  No order will be binding upon the Company or the Dealer until
                  accepted by the Company according to its policies as announced
                  from time to time. If the Dealer fails to fulfill any
                  condition of sale required of it, the Company may, even after
                  acceptance, delay production or cancel an order.

          5.1.2   ORDER CANCELLATIONS

                  The Dealer may not cancel orders once they have been accepted
                  by the Company, except as specifically permitted by Company
                  policies as announced from time to time.

          5.1.3   INSTALLING EQUIPMENT REQUIRED BY LAW

                  The Company may install and adjust the price for any equipment
                  or accessory required by law on any Products the Dealer
                  orders, whether or not such items are included in the Dealer's
                  order.

   5.2    PRICES

                  When purchasing Products from the Company, the Dealer will pay
                  the prices shown in the Company's then-current price list or
                  other publications. All changes in price or other terms of
                  sale between the Company and the Dealer shall take place in
                  accordance with written Company policies issued from time to
                  time.

   5.3    WHOLESALE CREDIT PROVISIONS

                  The Dealer shall establish and maintain exclusive credit lines
                  for the purchase of Trucks and, if applicable, used trucks.
                  The credit lines must be sufficient for the purchase of Trucks
                  in volumes stated in the Business and Marketing Plan.

   5.4    GRANT OF PURCHASE MONEY SECURITY INTEREST

                  To secure its indebtedness to the Company ("Secured
                  Indebtedness"), the Dealer grants to the Company a purchase
                  money security interest in the Dealer's Parts inventory
                  ("Collateral") and the proceeds, limited to the amount of the
                  Dealer's indebtedness to the Company. The Dealer shall, at the
                  Company's request, execute for public filing those documents
                  that the Company believes are necessary to perfect this
                  purchase money security interest. Upon Dealer default in the
                  payment of any of the Secured Indebtedness, the Company shall
                  have all the rights of a secured party under the Uniform
                  Commercial Code or other applicable laws.

                  The Dealer warrants and covenants that, so long as it has any
                  outstanding Secured Indebtedness, it will own and retain the
                  Collateral in its possession, except for final retail use or
                  sale in the ordinary course of business.

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24  DEALER SALES AND SERVICE AGREEMENT


                  This purchase money security interest shall survive the
                  termination of this Agreement if, at the time of such
                  termination, any Secured Indebtedness remains unpaid.

   5.5    DELIVERY SCHEDULES AND TERMS

                  The Company will determine build schedules. It will not be
                  responsible for a failure or delay in accepting orders or
                  delivering Products due, in whole or in part, to:
                      o   discontinuing the manufacture or sale of specific
                          Products
                      o   labor difficulties
                      o   shortages of labor, material, transportation, or
                          utilities
                      o   government regulations
                      o   any force majeure or other cause beyond the Company's
                          control.

                  Delivery terms shall be in accordance with Company policies as
                  announced from time to time.

   5.6    PAYMENT AND OTHER TERMS OF SALE

                  Terms of payment, risk of loss, and other terms of sale of
                  Products, used trucks, and services shall be in accordance
                  with Company credit policies in effect at the time of the
                  order.

   5.7    SALES AND USE TAXES

                  All of the Dealer's Product purchases are presumed to be for
                  resale.

                  The Dealer will provide the Company with any certificates or
                  other evidence necessary to establish or maintain exemptions
                  from state or local sales, use, or other taxes. If tax is
                  required on any sale from the Company to the Dealer, the
                  Dealer will either pay the tax directly or reimburse the
                  Company for payments made.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  25


ARTICLE 6:  PRODUCT WARRANTY

                  DEFINITION:
                  WARRANTY       Warranty includes the following services, as
                                 covered in the Warranty Administration
                                 Procedures Manual:
                                 o   warranty
                                 o   extended coverage
                                 o   recalls
                                 o   service programs
                                 o   vendor-extended coverage.

   6.1    COMPANY WARRANTY

          6.1.1   PRODUCT WARRANTY

                  The Company gives each customer who purchases Products from
                  the Dealer a limited Warranty in accordance with the Company's
                  customer Warranty policies. This policy may, in certain
                  situations, include extended Warranties issued according to
                  Company policies.

                  THE COMPANY MAKES NO OTHER WARRANTIES WHATSOEVER, WHETHER
                  WRITTEN OR ORAL, EXPRESS OR IMPLIED, TO THE DEALER OR THE
                  DEALER'S CUSTOMERS. THIS WRITTEN LIMITED WARRANTY IS GIVEN
                  INSTEAD OF ALL OTHER WARRANTIES, INCLUDING, WITHOUT
                  LIMITATION, ANY ORAL OR WRITTEN WARRANTIES OF MERCHANTABILITY
                  OR FITNESS FOR ANY PARTICULAR PURPOSE.

          6.1.2   PRODUCT WARRANTY DOCUMENTS

                  When selling or leasing Products, the Dealer shall execute,
                  and require the customer to execute, the Warranty documents
                  that the Company requires according to its policy in effect at
                  the time.

   6.2    DEALER WARRANTY

          6.2.1   PRODUCT WARRANTY

                  The Dealer will extend to each of its customers its written
                  warranty, which shall be the same as the Company's written
                  limited Warranty. If the Dealer extends a Product warranty
                  that differs from the Company's limited Warranty, the Dealer
                  must inform the customer and the Company, in writing, that:
                      o   the warranty is provided solely by the Dealer
                      o   neither the Company nor other Company Dealers have
                          any responsibility for such warranty.

          6.2.2   SERVICE WARRANTY

                  All Dealer service facilities shall provide a written
                  workmanship guarantee to all customers. If the Company pays
                  for service work, it will be entitled to the same workmanship
                  guarantees as all other customers of the Service Department.

          6.2.3   INDEMNIFICATION

                  The Dealer agrees to indemnify the Company against any
                  liability, costs, judgments, or expenses, including attorney's
                  fees, relating to any customer claim with respect to

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26  DEALER SALES AND SERVICE AGREEMENT


                  any Dealer warranty that differs from the Company's written
                  limited Warranty. The Dealer's obligation to indemnify the
                  Company will survive the termination of this Agreement.

   6.3    WARRANTY AND SPECIAL POLICY SERVICE

          6.3.1   PROVIDING WARRANTY SERVICE

                  The prompt and efficient administration of Warranty is vital
                  to the reputation of Products, the Company, and the Dealers.
                  It is therefore the Dealer's obligation to provide Warranty
                  service on all Products in a timely fashion, regardless of
                  where the Product was purchased. All service must be provided
                  in accordance with the Warranty policies and procedures
                  announced by the Company from time to time. The Dealer will
                  also perform, in a timely fashion, any other service to the
                  Products the Company requests.

          6.3.2   NO CHARGE FOR WARRANTY SERVICE

                  Each Product owner is entitled to the full benefit of any
                  applicable Company Warranty. The Dealer shall not charge a
                  customer for any service covered by Warranty.

                  If the Dealer seeks Warranty coverage for a service that was
                  not performed in accordance with applicable Warranty repair
                  policies, including without limitation repair time charges
                  that exceed the Company's Standard Repair Time, then the
                  Dealer agrees not to charge the customer for any amount denied
                  by the Company.

          6.3.3   PURCHASING WARRANTY REPAIR PARTS

                  The Dealer is required to purchase from the Company any Parts
                  used in a Warranty repair for which reimbursement is sought
                  from the Company.

          6.3.4   WARRANTY CLAIMS

                  The Company will compensate the Dealer for labor and approved
                  materials following receipt of a properly submitted Warranty
                  claim and completion of all other conditions for payment.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  27


ARTICLE 7:  ALTERNATIVE DISPUTE RESOLUTION

   7.1    SOLE AND EXCLUSIVE DISPUTE RESOLUTION PROCEDURES

                  The parties shall promptly seek, in good faith and in a spirit
                  of cooperation, a rapid and equitable solution to any dispute,
                  controversy, or claim between them arising out of, relating
                  to, or concerning this Agreement. Accordingly, the parties
                  agree to engage in direct and meaningful negotiations to
                  arrive at such solution.

                  Except as provided herein, no civil, regulatory, or
                  administrative action with respect to any dispute, claim, or
                  controversy arising out of or relating to this Agreement may
                  be commenced until the procedures specified in this Article 7
                  have been followed. These procedures shall be the sole and
                  exclusive procedures for the resolution of any such dispute.

   7.2    NEGOTIATION

          7.2.1   NEGOTIATING PARTIES

                  The parties shall attempt in good faith promptly to resolve,
                  by negotiation, any dispute arising out of or relating to this
                  Agreement. The negotiating parties shall be the Dealer
                  Principal and the Company's Director of Dealer Development.

          7.2.2   NEGOTIATION PROCEDURE

                  The negotiating parties will observe the following procedure:

                  1.  Each party shall give the other party written notice of
                      any dispute not resolved in the normal course of business.

                  2.  Within 15 days after delivery of the notice, the receiving
                      party shall submit to the other a written response. Both
                      notice and response shall include:
                      o   a statement of each party's position
                      o   a summary of arguments supporting that position
                      o   the name and title of any other person who will
                          accompany the Dealer Principal or the Company's
                          Director of Dealer Development during negotiations.

                  3.  Within 30 days after delivery of the disputing party's
                      notice, the Dealer Principal and the Company's
                      Director of Dealer Development shall meet at a
                      mutually acceptable time and place, and thereafter as
                      often as they reasonably deem necessary, to attempt
                      to resolve the dispute.

                  4.  Each party will honor any reasonable request for
                      information from the other party.

                  All negotiations and information exchanged pursuant to this
                  Section are confidential and shall be treated as compromise
                  and settlement negotiations for purposes of applicable rules
                  of evidence.

<PAGE>


28  DEALER SALES AND SERVICE AGREEMENT

   7.3    MEDIATION

          7.3.1   MEDIATION PROCEDURE

                  If the dispute has not been resolved by Negotiation as set
                  forth in Section 7.2 above within 45 days of the disputing
                  party's notice, and the parties have failed to meet within 20
                  days, the matter shall be submitted to the American
                  Arbitration Association ("AAA") or its successor, for
                  mediation under its Commercial Rules.

          7.3.2   SELECTING AN AAA MEDIATOR

                  Either party may commence mediation by providing to AAA and
                  the other party a written request for mediation, setting forth
                  the subject of the dispute and the relief requested. The
                  parties will cooperate with AAA and with one another in
                  selecting a mediator from the AAA panel of mediators who has
                  qualifications in franchise law, and in scheduling the
                  mediation proceedings.

          7.3.3   PLACE OF MEDIATION

                  The mediation shall be held in a mutually convenient location
                  to all parties, including the mediator.

          7.3.4   MEDIATION COSTS

                  The parties covenant that they will participate in the
                  mediation in good faith and will share equally in its costs.

          7.3.5   CONFIDENTIALITY AND INADMISSIBILITY

                  All offers, promises, conduct, and statements, whether oral or
                  written, made in the course of the mediation by any of the
                  parties, their agents, employees, experts, and attorneys, and
                  by the mediator and any AAA employees, are confidential,
                  privileged, and inadmissible for any purpose, including
                  impeachment, in any litigation or other proceeding involving
                  the parties. Evidence that is otherwise admissible or
                  discoverable shall not be rendered inadmissible or
                  nondiscoverable as a result of its use in the mediation.

          7.3.6   CIVIL ACTIONS

                  Either party may seek equitable relief prior to the mediation
                  to preserve the status quo pending the completion of that
                  process. Except for such an action to obtain equitable relief,
                  neither party may commence a civil action with respect to the
                  matters submitted to mediation until after the completion of
                  the initial mediation session, or 90 days after the date of
                  filing the written request for mediation, whichever occurs
                  first.

                  Mediation may continue after the commencement of a civil
                  action if the parties so desire. The provisions of this
                  Section may be enforced by any Court of competent
                  jurisdiction, and the party seeking enforcement shall be
                  entitled to any award of all costs, fees, and expenses,
                  including attorney's fees, to be paid by the party against
                  whom enforcement is ordered.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  29


   7.4    ARBITRATION

          7.4.1   UPON FAILURE OF MEDIATION

                  If Negotiation followed by mediation as set forth in this
                  Article fails to reach an equitable solution to the dispute
                  within 90 days after commencement, then such dispute,
                  controversy, or claim may be settled by final and binding
                  arbitration administered by the AAA, in accordance with its
                  applicable rules, by one arbitrator, if so chosen by the
                  Dealer. Once initiated, all parties shall cooperate with AAA
                  and each other to reach the final decision.

          7.4.2   GOVERNING LAW

                  This arbitration shall be governed by the Federal Arbitration
                  Act, 9 U.S.C. ss.ss. 1-16 to the exclusion of state laws
                  inconsistent therewith. Judgment upon the award rendered by
                  the arbitrator may be entered by any court having jurisdiction
                  thereof.

          7.4.3   PLACE OF ARBITRATION

                  The place of arbitration shall be Greensboro, NC.

          7.4.4   DAMAGE AWARDS

                  The arbitrator is not empowered to award damages in excess of
                  compensatory damages. Each party hereby irrevocably waives any
                  right to recover such damages with respect to any dispute
                  resolved by arbitration.

          7.4.5   STATUTE OF LIMITATIONS

                  The statute of limitations applicable to the commencement of a
                  lawsuit in the state where the Dealership is located shall
                  apply to the commencement of an arbitration hereunder, except
                  that no defenses shall be available based upon the passage of
                  time during any Negotiation or Mediation called for in this
                  Article.

          7.4.6   ARBITRATION COSTS

                  Each party shall bear its own costs, and any arbitrator's fees
                  shall be divided equally between the parties.

   7.5    CONTINUING PERFORMANCE OF OBLIGATIONS

                  Each party is required to continue to perform its obligations
                  under this Agreement pending final resolution of any dispute
                  arising out of or relating to this Agreement, unless to do so
                  would be impossible or impracticable under the circumstances.

   7.6    RIGHT OF TERMINATION

                  The requirements of this Article 7 shall not be deemed a
                  waiver of any right of termination under this Agreement.

<PAGE>


30  DEALER SALES AND SERVICE AGREEMENT


ARTICLE 8:  TERMINATION OF AGREEMENT

   8.1    EXPIRATION OF AGREEMENT

                  Unless otherwise stated in the Term Addendum, the term of this
                  Agreement shall be 5 years.

                  This Section is subject to the provisions in Section 8.4.
                  Neither the Dealer nor the Company waive any of their
                  respective rights under Section 8.4.

   8.2    TERMINATION BY MUTUAL CONSENT

                  The Dealer and the Company may, by mutual consent, terminate
                  this Agreement at any time.

   8.3    TERMINATION BY THE DEALER

                  The Dealer may terminate this Agreement at any time and
                  provide written notice of termination to the Company at least
                  60 days prior to the termination date. During the notice
                  period, the Dealer will continue to perform all of its
                  obligations under this Agreement.

   8.4    TERMINATION BY THE COMPANY FOR CAUSE

          8.4.1   REASONS FOR TERMINATION

                  The Company may terminate this Agreement on reasonable advance
                  notice for any of the following reasons:

                  1.  NONPAYMENT TO COMPANY
                      Dealer's failure to pay any sum due to the Company within
                      30 days following receipt of the Company's notice of
                      nonpayment.

                  2.  THIRD-PARTY LIABILITY
                      Dealer's failure to pay any sum due to any financing
                      source or any other third party within 30 days after
                      demand for payment. The Company may terminate this
                      Agreement if the Dealer's failure to pay any sum due to
                      any third party results in the Company incurring liability
                      or potential liability to a third party.

                  3.  LOSS OF WHOLESALE CREDIT LINE
                      Loss of an adequate wholesale credit line without
                      implementing a satisfactory substitute within 30 days. The
                      wholesale credit line allows the Dealer to purchase stock
                      and sold orders.

                  4.  CHANGE IN CONTROLLING INDIVIDUAL
                      Change in, resignation, or removal of a Controlling
                      Individual, except as expressly authorized in this
                      Agreement.

                  5.  TRANSFER OF AGREEMENT
                      Any attempted or actual sale, assignment, or transfer of
                      this Agreement, or of any of the Dealer's rights or duties
                      under this Agreement, except as expressly authorized in
                      this Agreement.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  31


                  6.  ACQUISITION BY COMPETITOR
                      The acquisition by a Company competitor of an ownership
                      stake of any kind in the Dealership or in any other
                      directly related business operated or controlled by the
                      Controlling Individual(s). Such acquisition may include,
                      but is not limited to, purchase of stock in a publicly
                      owned dealership.

                  7.  FELONY CONVICTION
                      The conviction of the Dealer or any Controlling Individual
                      of any felony or crime that involves moral turpitude or
                      may adversely affect the business or reputation of the
                      Dealer, the Company, or its Products.

                  8.  MISREPRESENTATION
                      Misrepresentation by the Dealer of a material fact in
                      connection with:
                      o   any application for appointment as a dealer for the
                          Company
                      o   any financial statement or other document the
                          Dealer submits under this Agreement
                      o   any claim for compensation or credit for warranty,
                          recall, or similar services, or any other claim for
                          payment the Dealer submits to the Company.

                  9.  LEGAL NONCOMPLIANCE
                      Dealer's failure to comply with all laws or regulations
                      applicable to the sale or service of Products, including
                      all federal, state and municipal licensing and permit
                      requirements. The Company may terminate this Agreement if
                      the Dealer's failure to comply adversely affects its
                      ability to do business as contemplated in this Agreement.

                  10. INTERNAL DISPUTE
                      Any dispute among Controlling Individuals which, in the
                      opinion of the Company, is likely to adversely affect the
                      business reputation of the Dealer, the Company, or its
                      Products.

                  11. INSOLVENCY
                      Insolvency includes:
                      o   the filing by the Dealer of any petition for relief
                          as a debtor under the Bankruptcy Code or any state
                          insolvency law
                      o   assignment by the Dealer for the benefit of its
                          creditors
                      o   the appointment of any trustee, receiver, or
                          similar fiduciary for the Dealer, for all or a
                          substantial part of the Dealer's assets.

                  12. DECEPTIVE BUSINESS PRACTICE
                      An adjudication or determination by any government agency
                      that the Dealer or a Controlling Individual has committed
                      a deceptive or unfair business practice which, in the
                      Company's opinion, is likely to adversely affect the
                      reputation of the Dealer, the Company, or its Products.

<PAGE>


32  DEALER SALES AND SERVICE AGREEMENT


                  13. SALE OF ASSETS
                      An actual or attempted sale by the Dealer of any of its
                      principal operating assets that adversely affects the
                      Dealer's ability to do business as contemplated in this
                      Agreement.

                  14. OPERATIONAL FAILURE
                      Failure of the Dealer to conduct regular sales, service,
                      and parts operations during customary business hours for 5
                      or more consecutive days, unless caused by force majeure.
                      The Dealer must obtain the prior written consent of the
                      Company before suspending operations.

                  15. TRADEMARK VIOLATION
                      Unauthorized Dealer use of Company Trademarks.

                  16. PORTFOLIO OF CRITERIA VIOLATION
                      Dealer violation of any material provision or requirement
                      of the Portfolio of Criteria.

                  17. FAILURE TO PERFORM MATERIAL OBLIGATION
                      Dealer's failure to perform any material obligation under
                      this Agreement.

                  18. DAMAGING ACT OR OMISSION
                      A significant act or omission by the Dealer which is
                      damaging to the Company or the network of dealers.

                  19. NONCOMPLIANCE WITH INFORMATION REQUEST
                      Dealer's refusal to:
                      o   furnish, on a timely basis, sales, service, or
                          financial information and related supporting data
                      o   permit the Company to examine or audit the Dealer's
                          accounts and records as provided in this Agreement.

                  20. NONPAYMENT OF TAXES
                      Dealer's failure to pay any tax obligation to any
                      government authority that would result in an adverse
                      action against the Dealer that materially affects its
                      performance under this Agreement.

          8.4.2   FAILURE TO PERFORM OBLIGATIONS

                  The parties understand and agree that the duties and
                  obligations this Agreement imposes upon the Dealer are
                  preconditions to the continuation of the Dealer-Company
                  relationship. The Dealer's performance under any prior form of
                  Dealer Sales and Service Agreement with the Company may be
                  considered in evaluating performance under this Agreement.

                  In the event the Dealer fails to perform any material duty or
                  obligation imposed upon it by this Agreement, the Company may
                  terminate this Agreement upon reasonable notice.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  33


                  If the Company determines that the Dealer is failing to meet
                  its performance obligations, the Company will:
                      o   notify the Dealer in writing of such failure
                      o   upon request, promptly review with the Dealer any
                          aspect of such failure
                      o   provide the Dealer with a reasonable period to
                          remedy all failures.

                  If the Dealer cannot or refuses to remedy all failures within
                  this time period, the Company may terminate this Agreement.

   8.5    RIGHTS AND OBLIGATIONS UPON TERMINATION

                  Upon termination of this Agreement for any reason, the
                  following actions will occur:

          8.5.1   TERMINATION OF REPRESENTATION

                  The Dealer's right to represent the Company and buy, sell, or
                  service Products will immediately terminate, although the
                  Company may elect to complete unfilled orders. The Dealer
                  shall have the right to sell or otherwise dispose of Products
                  in its possession that the Company does not purchase at the
                  time of termination, as described in Section 8.5.4.

          8.5.2   UNFILLED ORDERS

                  The Company will have the option to either cancel or fill any
                  unfilled Product orders placed by the Dealer. The Company may
                  require the Dealer to pay for Products on a cash-on-delivery
                  or other basis if they are delivered after the earlier of
                  these two dates:
                      o   the effective date of termination
                      o   the date of notice of termination.

          8.5.3   SUMS DUE

                  Sums the Dealer owes the Company will be due and payable not
                  later than the effective termination date, notwithstanding any
                  other prior agreement or course of dealing.

          8.5.4   PRODUCT AND TOOL REPURCHASE

                  8.5.4.1  REPURCHASING TRUCKS

                  The Company will repurchase any new and unused Trucks in the
                  Dealer's inventory, subject to inspection and free of all
                  liens and encumbrances, which were purchased from the Company
                  not more than one year prior to their tender for repurchase.
                  Such repurchase will be for an amount equal to the price paid
                  by the Dealer, including freight, and shall be:
                      o   net of any taxes and fees
                      o   less preparation charges and discounts.

                  The Company's obligation under this Article is conditioned
                  upon the understanding that the Trucks tendered for
                  repurchase:
                      o   have not been altered, damaged, or materially
                          changed since their original acquisition from the
                          Company.
                      o   do not have specifications that are so unique or
                          unusual that, in the Company's reasonable judgment,
                          they are unsalable.
<PAGE>


34  DEALER SALES AND SERVICE AGREEMENT


                  8.5.4.2  REPURCHASING PARTS

                  The Company shall repurchase from the Dealer any new, unused,
                  and salable Parts and tools in the Dealer's inventory
                  originally purchased from the Company. This repurchase is
                  subject to Section 8.5.4.4, the terms of the Parts Operations
                  Manual, and other Company policies current at the effective
                  date of termination.

                  8.5.4.3  REPURCHASING TOOLS

                  The Company shall also repurchase from the Dealer any tooling
                  in accordance with Company policies and procedures established
                  from time to time.

                  8.5.4.4  PRODUCT REPURCHASE POLICIES

                  Such repurchase of Products by the Company shall be in
                  accordance with Company policies as announced from time to
                  time. The current policy includes, among other provisions:
                      o   Amounts payable to the Dealer under this Section
                          shall first be credited against any Dealer liability
                          to the Company.
                      o   No payment shall be made to the Dealer for
                          repurchased Products until there has been a full
                          accounting of the Dealer's liability to the Company,
                          including all contingent liabilities.
                      o   The Dealer shall, as a condition to any repurchase,
                          fully cooperate with the Company in complying with
                          all applicable bulk transfer laws. Without limiting
                          the generality of the foregoing, the Dealer shall
                          execute all documents necessary for compliance with
                          this Section.
                      o   The Company shall have no obligation to repurchase
                          any Product from the Dealer unless the Dealer:
                          --  is able to deliver title free and clear of all
                              liens and encumbrances
                          --  has fully complied with Sections 4.4 and 8.5.5.

          8.5.5   REMOVING SIGNS

                  As a precondition to the Company's obligation to make any
                  payments under this Section, the Dealer shall immediately
                  remove the following items displaying Company Trademarks:
                      o   signs
                      o   structures
                      o   advertising, marketing, or other promotional activity.

          8.5.6   RETURNING COMPANY-SUPPLIED EQUIPMENT

                  Any communications equipment, computers, software, or tools
                  that the Company supplies to the Dealer remain the property of
                  the Company and must be returned upon termination of this
                  Agreement.

          8.5.7   SETTLING ACCOUNTS

                  The Company shall use its best efforts to settle all accounts
                  payable to or by the Dealer within 60 days of the termination
                  date.

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  35


ARTICLE 9:  DEALERSHIP TRANSFER AND SUCCESSION RIGHTS

   9.1    NOTICE OF DEALERSHIP TRANSFER

                  The Dealer shall provide the Company with at least 60 days'
                  prior written notice before the effective date of a Dealership
                  Transfer. "Dealership Transfer" is defined as:
                      o   any proposed sale or other transfer of all or any
                          part of the stock of the Dealership or any
                          significant part of the assets of the Dealership
                      o   any change in Controlling Individual(s).

   9.2    APPROVAL RIGHTS

                  The Company shall have sole approval rights over any proposed
                  Dealership Transfer. This approval shall not be unreasonably
                  withheld provided the Dealer gives the Company 60 days' prior
                  written notice of the proposed transfer. Prior written notice
                  shall include:
                      o   a fully executed copy of any agreement(s) with the
                          proposed transferee
                      o   a complete dealer application from the proposed
                          transferee.

                  In making its decision, the Company will use its normal
                  criteria for evaluating dealer applicants and prospective
                  Controlling Individuals.

   9.3    RIGHT OF FIRST REFUSAL

          9.3.1   TERMS

                  Even when a proposed transferee meets the criteria to become a
                  dealer for the Company, the Company shall have a right of
                  first refusal for any bona fide Dealership Transfer offer (the
                  "Offer"). This right of first refusal shall:
                      o   begin when the Dealership or any Controlling
                          Individual receives an Offer it has accepted, pending
                          Company approval
                      o   continue for 60 days following the Company's
                          receipt of written notice of the proposed Offer. Such
                          notice, to be valid, shall include all of the Offer's
                          terms and conditions.

                  Any subsequent modification of an Offer shall be deemed a new
                  Offer for the purposes of this Section.

          9.3.2   EXERCISING THE RIGHT OF FIRST REFUSAL

                  The Company may exercise its right of first refusal by
                  providing the Dealership with its written election in the
                  manner provided in this Section. Failure of the Company to
                  send such notice before the end of the above-prescribed 60-day
                  period shall extinguish the right of first refusal.

          9.3.3   PURCHASING ASSETS

                  If the Company exercises its right of first refusal, it shall
                  purchase the assets or other interests specified in the Offer
                  on the terms and conditions of the Offer or on such other
                  terms and conditions as the parties shall agree. In the event
                  the proposed closing date occurs before the Company's approval
                  period expires, the closing date shall be extended to a
                  reasonable date after expiration of the 60 days, or to another
                  date agreed to by the parties.

<PAGE>


36  DEALER SALES AND SERVICE AGREEMENT


          9.3.4   TRANSFERRING THE RIGHT OF FIRST REFUSAL

                  The Company shall have the right to assign its right of first
                  refusal to another party, providing it guarantees payment of
                  the purchase price by the transferee to the Dealer or
                  Controlling Individual(s), as appropriate. Upon receipt of the
                  notice triggering the right of first refusal, the Company is
                  authorized to discuss a possible assignment, including all
                  terms of the Offer, with any prospective assignee.

          9.3.5   IN CASE OF DEALER VIOLATION

                  The following actions, among others, shall be considered a
                  breach of this Agreement:
                      o   Dealer's failure to provide the notice of the Offer
                          as set forth above
                      o   Dealer's signing an agreement not subject to the
                          Company's rights under this Article
                      o   Dealer's completion of any other transaction in
                          violation of this Article.

                  Breach of a material term of this Agreement shall, among other
                  things, entitle the Company to:
                      o   terminate this Agreement
                      o   refuse to acknowledge the transferee as an
                          authorized dealer or Controlling Individual of the
                          Company
                      o   obtain equitable relief in any court of competent
                          jurisdiction voiding the improper transaction.

   9.4    SUCCESSION RIGHTS

          9.4.1   DESIGNATED SUCCESSOR

                  Each Controlling Individual may propose a successor to his or
                  her interest by delivering to the Company a completed
                  Application for Designated Successor. To qualify, the proposed
                  successor must be a full-time employee of the Dealership and
                  otherwise meet the criteria the Company generally applies to
                  dealer applicants.

                  The procedure is as follows:

                  1.  The Company will promptly review the Application for
                      Designated Successor and respond to the Controlling
                      Individual with either its decision or a request for
                      additional information.

                  2.  If the Application is approved, the applicant will become
                      a Designated Successor. The Company will execute the
                      appropriate Successor Addendum to this Agreement.

                  3.  Unless a material change occurs following the execution of
                      the Successor Addendum, the Designated Successor will,
                      with his or her consent, be appointed to replace the
                      Controlling Individual in case of death or incapacitation.

          9.4.2   ABSENCE OF A SUCCESSOR ADDENDUM

                  In the event of death or incapacity of a Controlling
                  Individual when there is no executed Successor Addendum or
                  qualified Designated Successor, the Company may terminate this
                  Agreement subject to the following condition:

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                                          DEALER SALES AND SERVICE AGREEMENT  37


                  The remaining Controlling Individuals, if any, and the
                  deceased or incapacitated Controlling Individual's heirs or
                  assignees shall have up to 6 months following the death or
                  incapacity to qualify as a replacement Controlling Individual
                  in accordance with this Article.

<PAGE>


38  DEALER SALES AND SERVICE AGREEMENT


ARTICLE 10:  INDEMNIFICATION AND LIMITATION

   10.1   INDEMNIFICATION

          10.1.1  INDEMNIFICATION BY THE COMPANY

                  10.1.1.1  PRODUCT INDEMNIFICATION

                  Subject to Sections 10.1.1.2 and 10.1.1.3, in any lawsuit
                  naming the Dealer as a defendant and relating to any Product
                  sold by the Dealer, the Company shall:
                      o   assume the defense of the Dealer
                      o   hold harmless and indemnify the Dealer against any
                          --  costs
                          --  expenses, including attorney's fees
                          --  judgments for monetary damages, less any offset
                              recovered by the Dealer.

                  10.1.1.2  CONDITIONS FOR INDEMNIFICATION

                  The Company will indemnify the Dealer only if the lawsuit is
                  based upon:
                      o   an alleged breach of the Company's written Product
                          Warranty
                      o   bodily injury or property damage claimed to have
                          been caused solely by a defect in the design,
                          manufacture, or assembly of the Product. The defect
                          must have occurred before the Product left the
                          Company's control. This provision does not apply to a
                          defect that the Dealer should reasonably have
                          detected in a predelivery Product inspection.

                  10.1.1.3  COMPANY'S OBLIGATIONS

                  The Company's obligations under this Section shall be
                  conditioned upon the Dealer's:
                      o   promptly notifying the Company, in writing, upon
                          learning of any actual or threatened Product
                          liability action
                      o   cooperating fully in the defense of the action.

                  The Company will determine its obligation under this Section
                  of the Agreement by examining the relevant pleadings and
                  subsequently discovered information. If the subsequently
                  discovered information reveals that the Company is not
                  obligated, then the Company may terminate its defense efforts
                  and tender the case back to the Dealer.

                  The Company shall not be obligated if the alleged damage or
                  injury is, or is claimed to have been, caused by the Dealer's:
                      o   alteration or modification of the Product
                      o   misapplication or misspecification of the Product
                      o   misrepresentation about the Product
                      o   use of nonapproved Parts or Components.

          10.1.2  INDEMNIFICATION BY THE DEALER

                  10.1.2.1  TYPE OF INDEMNIFICATION

                  Under the conditions listed below, the Dealer shall hold
                  harmless and indemnify the Company against any:

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                                          DEALER SALES AND SERVICE AGREEMENT  39


                      o   costs
                      o   expenses, including attorney's fees
                      o   judgments
                      o   other liabilities, of any nature or kind whatsoever,
                          whether actual or contingent.

                  10.1.2.2  CONDITIONS FOR INDEMNIFICATION

                  The Dealer will indemnify the Company under any of the
                  following conditions:
                      o   failure to comply with any provision of this
                          Agreement
                      o   negligence or malfeasance in the sale or servicing
                          of any Product
                      o   breach of any contract with a third party
                      o   fraud or misrepresentation of any material fact to
                          the Company or to any other party
                      o   use of nonapproved Parts or Components.

                  The Company reserves the right to select counsel and control
                  any litigation arising out of these conditions.

   10.2   LIMITATION OF REMEDIES AND DAMAGES

                  A limitation of remedies and damages will apply to any action,
                  suit, other proceeding, or dispute between the Company and the
                  Dealer arising out of or relating to:
                      o   the performance of this Agreement
                      o   the manufacturer-dealer relationship
                      o   any warranty the Company or the Dealer gives to a
                          Product purchaser or lessee.

                  The limitation is as follows:

                  NEITHER THE COMPANY NOR THE DEALER MAY RECOVER CONSEQUENTIAL
                  DAMAGES, INCIDENTAL DAMAGES, OR OTHER INDIRECT OR SPECIAL
                  DAMAGES OR LOSSES SUCH AS, BUT NOT LIMITED TO, LOSS OF:
                      o   PROFITS
                      o   GOODWILL
                      o   BUSINESS OPPORTUNITY
                      o   USE OF PLANT OR EQUIPMENT
                      o   EXECUTIVE OR EMPLOYEE TIME.

<PAGE>


40  DEALER SALES AND SERVICE AGREEMENT


ARTICLE 11:  GENERAL PROVISIONS

   11.1   MODIFYING THE AGREEMENT

                  This document and attachments, addenda, and the Portfolio of
                  Criteria represent the entire Agreement between the Company
                  and the Dealer, superseding all prior oral or written
                  agreements or other communications. Except to the extent that
                  this Agreement authorizes the Company to unilaterally effect
                  amendments, either directly or by announcing a new Company
                  policy, this Agreement may only be modified by a written
                  document signed by both the Dealer and the Company.

   11.2   PROHIBITION ON ASSIGNMENTS

                  The Dealer may not assign, sell, delegate, transfer, or
                  encumber its rights or obligations under this Agreement
                  without the prior written consent of the Company.

   11.3   OFFSETS

                  The Company may credit any sums it owes to the Dealer against
                  any sums due from the Dealer. In accordance with its policies,
                  the Company may charge interest at a rate permitted by law on
                  any overdue amounts the Dealer owes.

   11.4   NO WAIVERS POLICY

                  If the Company or the Dealer fail, in a specific instance, to
                  insist on performance of an obligation by the other party,
                  such failure does not constitute a waiver of the right to
                  insist upon performance of that or any other obligation in the
                  future.

   11.5   CONFIDENTIALITY

                  The Dealer shall keep secret and confidential all proprietary
                  information of the Company and shall not disclose such
                  information to anyone without the Company's express written
                  approval. Use of such proprietary information by the Dealer
                  for purposes other than the fulfillment of obligations imposed
                  by this Agreement is prohibited. Proprietary information is
                  defined as information that is either:
                      o   not generally known outside the Company and its
                          dealers
                      o   designated in writing as "Confidential" by the
                          Company.

   11.6   ATTORNEY'S FEES

                  If either party institutes or maintains an action, suit,
                  claim, or other judicial or administrative proceeding to
                  enforce or defend any of the rights or obligations arising out
                  of or in any way related to this Agreement or its termination,
                  neither party shall be entitled to recover from the other
                  party its attorney's fees or other costs and expenses incurred
                  in such action, suit, proceeding, or any appeal.

   11.7   GOVERNING LAW

                  This Agreement will be governed by and construed under the
                  laws of the state where the Dealer's principal place of
                  business is located.

   11.8   COMPLIANCE WITH LOCAL LAW

                  If the law of any jurisdiction is applicable to the
                  performance of any obligation or the exercise of any right
                  under this Agreement, the obligation shall be performed and
                  the

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  41


                  right shall be exercised to the extent required by such law.
                  All of the provisions of this Agreement shall be construed in
                  light of this Section.

   11.9   SEVERABILITY

                  Any provision that contravenes any law or regulation of any
                  relevant jurisdiction shall be deemed to be modified to
                  conform to such law or regulation and shall not cancel or
                  invalidate the remainder of such provision, and all other
                  terms and provisions of this Agreement shall remain in full
                  force and effect. Such modification shall only be effective as
                  long as it is required under applicable law.

   11.10 NOTICE

          11.10.1  METHODS OF COMMUNICATION

                  Any written notice or other communication required or
                  permitted by this Agreement shall be deemed given when:
                      o   personally delivered
                      o   sent by facsimile transmission (fax), as confirmed by
                          a printed transmission report
                      o   sent by Federal Express or another nationally
                          recognized, expedited delivery service, and received
                          by the recipient.

          11.10.2  ADDRESSES

                  Notices to the Dealer shall be sent to the address shown on
                  Page 1 of this Agreement.

                  Notices to the Company shall be sent to:

                      P.O. BOX                   OR   STREET ADDRESS
                      P.O. Box 26115                  7900 National Service Road
                      Greensboro, NC 27402-6115       Greensboro, NC 27409

                               Attention: Dealer Operations

                               FAX # 336-393-2392

                  Alternatively, notices may be sent to such other address as
                  the party receiving the communication may have specified in
                  writing.

<PAGE>


42  DEALER SALES AND SERVICE AGREEMENT


IN WITNESS WHEREOF, the Company and the Dealer have executed this Agreement
effective on the date shown on Page 1.



_______________________________________   VOLVO TRUCKS NORTH AMERICA, INC.
 DEALER FIRM NAME

By:    ________________________________   By:   ________________________________

Title: ________________________________   Title:________________________________



If Dealer is a corporation, show State in which incorporated: __________________

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  43


ADDENDUM 1:  PRODUCT ADDENDUM
             TO
             VOLVO TRUCKS NORTH AMERICA, INC.
             DEALER SALES AND SERVICE AGREEMENT


                  The following Trucks are distributed by Volvo Trucks North
                  America, Inc. The Dealer may sell these Products only in
                  accordance with the provisions of this Agreement:




                               VN SERIES
                               XPEDITOR SERIES
                               AUTOCAR SERIES
                               AUTOHAULER SERIES
                               WG SERIES

<PAGE>


44  DEALER SALES AND SERVICE AGREEMENT


ADDENDUM 2:  TERM ADDENDUM
             TO
             VOLVO TRUCKS NORTH AMERICA, INC.
             DEALER SALES AND SERVICE AGREEMENT


                  In accordance with Section 8.1 of this Agreement, the term of
                  this Agreement between Volvo Trucks North America, Inc. (the
                  "Company") and

                      Dealer:               ____________________________________

                      Street Address:       ____________________________________

                      City, State, Zip:     ____________________________________

                  is as follows:

                      Effective Date:       ____________________________________

                      Expiration Date:      ____________________________________



                                            VOLVO TRUCKS NORTH AMERICA, INC.



                                            By:        _________________________

                                            Title:     _________________________

<PAGE>


                                          DEALER SALES AND SERVICE AGREEMENT  45


ADDENDUM 3:  AREA OF RESPONSIBILITY ADDENDUM
             TO
             VOLVO TRUCKS NORTH AMERICA, INC.
             DEALER SALES AND SERVICE AGREEMENT


                  Dealer Code:          ________________________________________

                  Dealer Name:          ________________________________________

                  Street Address:       ________________________________________

                  City, State, Zip:     ________________________________________

                  Effective Date:       ________________________________________


                  The Dealer shall have the following Area of Responsibility:

                  The State of:  _________________  The State of:  _____________

                  The County of: _________________  The County of: _____________





                  This Area of Responsibility Addendum shall remain in effect
                  until superseded by a new Area of Responsibility Addendum
                  delivered to the Dealer by the Company. This Area of
                  Responsibility Addendum cancels and supersedes any previous
                  Area of Responsibility Addendum.

                                       VOLVO TRUCKS NORTH AMERICA, INC.



                                       By:        ______________________________

                                       Title:     ______________________________