EXHIBIT 10.25
    
    

    
    
                           BIG O TIRES, INC.
    
                          FRANCHISE AGREEMENT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

















    
    
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     <PAGE>
                           BIG O TIRES, INC.
                          FRANCHISE AGREEMENT
    
                           TABLE OF CONTENTS
    
    SUMMARY PAGES . . . . . . . . . . . . . . . . . . . . . . . . i
    
    GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . iii
    
    1.  PARTIES AND RECITALS. . . . . . . . . . . . . . . . . . . 1
    
    2.  GRANT OF FRANCHISE. . . . . . . . . . . . . . . . . . . . 1
        2.01  Grant of Franchise. . . . . . . . . . . . . . . . . 1
        2.02  Trade Area. . . . . . . . . . . . . . . . . . . . . 1
    
    3.  FIRST OPTION RIGHTS . . . . . . . . . . . . . . . . . . . 2
        3.01  First Option Rights . . . . . . . . . . . . . . . . 2
        3.02  Notification by Big O . . . . . . . . . . . . . . . 2
        3.03  Multiple First Option Rights. . . . . . . . . . . . 2
        3.04  Notification of Qualification . . . . . . . . . . . 2
        3.05  Exercise of Option by Franchisee. . . . . . . . . . 2
        3.06  Transfer of First Option Rights . . . . . . . . . . 2
        3.07  Limitation on First Option Rights . . . . . . . . . 2
        3.08  Expiration of First Option Rights . . . . . . . . . 2
    
    4.  TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
        4.01  Term. . . . . . . . . . . . . . . . . . . . . . . . 3
    
    5.  RENEWAL: EXTENSION OF FRANCHISE RIGHTS. . . . . . . . . . 3
        5.01  Grant of Successor Franchise Rights . . . . . . . . 3
        5.02  Conditions to Grant of Successor Franchise. . . . . 3
        5.03  Notification of Non-Renewal . . . . . . . . . . . . 3
    
    6.  FRANCHISEE'S DEVELOPMENT OBLIGATIONS. . . . . . . . . . . 4
        6.01  Financing Approval. . . . . . . . . . . . . . . . . 4
        6.02  Site Selection. . . . . . . . . . . . . . . . . . . 4
        6.03  Equipment and Signage . . . . . . . . . . . . . . . 4
        6.04  Conditions to Opening . . . . . . . . . . . . . . . 4
        6.05  Commencement of Business. . . . . . . . . . . . . . 4
    
    7.  PRE-OPENING AND ONGOING ASSISTANCE. . . . . . . . . . . . 5
        7.01  Pre-Opening Assistance. . . . . . . . . . . . . . . 5
        7.02  On-Going Assistance . . . . . . . . . . . . . . . . 6
    
    8.  FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
        8.01  Initial Franchise Fee . . . . . . . . . . . . . . . 6
        8.02  Royalty Fee . . . . . . . . . . . . . . . . . . . . 6
        8.03  Late Fees . . . . . . . . . . . . . . . . . . . . . 6
        8.04  Taxes . . . . . . . . . . . . . . . . . . . . . . . 6
        8.05  Allocation of Payments. . . . . . . . . . . . . . . 7
    
    9.  LICENSED MARKS. . . . . . . . . . . . . . . . . . . . . . 7
        9.01  Licensed Marks. . . . . . . . . . . . . . . . . . . 7
        9.02  Limitation on Use . . . . . . . . . . . . . . . . . 7
        9.03  Infringement. . . . . . . . . . . . . . . . . . . . 7
        9.04  Franchisee's Business Name. . . . . . . . . . . . . 7





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        9.05  Change of Licensed Marks. . . . . . . . . . . . . . 7
        9.06  Franchisor's Rights . . . . . . . . . . . . . . . . 8
    
    10. STANDARDS OF OPERATION. . . . . . . . . . . . . . . . . . 8
        10.01  Standards of Operations. . . . . . . . . . . . . . 8
    
    11. STORE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . 9
        11.01  Store Management . . . . . . . . . . . . . . . . . 9
        11.02  Completion of Training by Operator or Manager. . . 9
        11.03  Operation of Store by Big O. . . . . . . . . . . . 9
    
    12. QUALITY CONTROL . . . . . . . . . . . . . . . . . . . . . 9
        12.01  Inspections. . . . . . . . . . . . . . . . . . . . 9
    
    13. MANUAL:  NEW PROCESSES. . . . . . . . . . . . . . . . . .10
        13.01  Manual . . . . . . . . . . . . . . . . . . . . . .10
        13.02  Confidentiality of Information . . . . . . . . . .10
        13.03  Revisions to Manual. . . . . . . . . . . . . . . .10
        13.04  Improvements to System . . . . . . . . . . . . . .11
    
    14. PRODUCTS AND SERVICES . . . . . . . . . . . . . . . . . .11
        14.01  Products and Services. . . . . . . . . . . . . . .11
        14.02  Approval of Products and Services. . . . . . . . .11
        14.03  Inventory. . . . . . . . . . . . . . . . . . . . .12
        14.04  Warranties and Guaranties. . . . . . . . . . . . .12
        14.05  Open Account Financing . . . . . . . . . . . . . .12
    
    15. ADVERTISING, MARKETING AND PROMOTIONAL PLANS. . . . . . .12
        15.01  Initial Advertising. . . . . . . . . . . . . . . .12
        15.02  National Advertising Fund. . . . . . . . . . . . .12
        15.03  Local Fund . . . . . . . . . . . . . . . . . . . .13
        15.04  Approval of Advertising. . . . . . . . . . . . . .14
    
    16. STATEMENTS AND RECORDS. . . . . . . . . . . . . . . . . .14
        16.01  Invoices . . . . . . . . . . . . . . . . . . . . .14
        16.02  Audit. . . . . . . . . . . . . . . . . . . . . . .14
        16.03  Monthly Reports. . . . . . . . . . . . . . . . . .14
        16.04  Financial Statements . . . . . . . . . . . . . . .14
        16.05  Management System. . . . . . . . . . . . . . . . .15
        16.06  Retail Accounting Center . . . . . . . . . . . . .15
    
    17. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . .15
        17.01  Noncompetition During Term . . . . . . . . . . . .15
        17.02  Confidentiality. . . . . . . . . . . . . . . . . .15
        17.03  No Interference with Business. . . . . . . . . . .15
        17.04  Post Termination Covenant Not to Compete . . . . .15
        17.05  Survivability of Covenants . . . . . . . . . . . .15
        17.06  Modification of Covenants. . . . . . . . . . . . .16
    
    18. TRANSFER AND ASSIGNMENT . . . . . . . . . . . . . . . . .16
        18.01  Assignment by Big O. . . . . . . . . . . . . . . .16
        18.02  Right of First Refusal . . . . . . . . . . . . . .16
        18.03  Transfer Legend. . . . . . . . . . . . . . . . . .16
        18.04  Pre-Conditions to Franchisee's Assignment. . . . .16
        18.05  Death of Franchisee. . . . . . . . . . . . . . . .18
        18.06  No Waiver. . . . . . . . . . . . . . . . . . . . .19





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        18.07  Excepted Transfers . . . . . . . . . . . . . . . .19
    
    19. DEFAULT AND TERMINATION . . . . . . . . . . . . . . . . .19
        19.01  Termination by Big O . . . . . . . . . . . . . . .19
        19.02  Governing State Law. . . . . . . . . . . . . . . .21
        19.03  Termination by Franchisee. . . . . . . . . . . . .21
        19.04  Force Majeure. . . . . . . . . . . . . . . . . . .21
    
    20. POST TERMINATION OBLIGATIONS. . . . . . . . . . . . . . .21
        20.01  Post-Termination Obligations . . . . . . . . . . .21
        20.02  Right to Repurchase. . . . . . . . . . . . . . . .23
        20.03  Right of First Refusal . . . . . . . . . . . . . .23
        20.04  De-Identification of Assets Upon Sale. . . . . . .23
    
    21. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . .23
        21.01  Insurance Coverage . . . . . . . . . . . . . . . .23
        21.02  Proof of Insurance . . . . . . . . . . . . . . . .24
        21.03  Survival of Indemnification. . . . . . . . . . . .25
    
    22. TAXES, PERMITS AND INDEBTEDNESS . . . . . . . . . . . . .25
        22.01  Payment of Taxes . . . . . . . . . . . . . . . . .25
        22.02  Compliance with Laws . . . . . . . . . . . . . .  25
        22.03  Payment of Debts . . . . . . . . . . . . . . . . .25
    
    23. INDEMNIFICATION AND INDEPENDENT CONTRACTOR STATUS . . . .25
        23.01  Indemnification. . . . . . . . . . . . . . . . . .25
        23.02  Independent Contractor . . . . . . . . . . . . . .25
    
    24. WRITTEN APPROVALS, WAIVERS AND AMENDMENT. . . . . . . . .26
        24.01  Written Approval . . . . . . . . . . . . . . . . .26
        24.02  Waiver . . . . . . . . . . . . . . . . . . . . . .26
        24.03  Modification . . . . . . . . . . . . . . . . . . .26
    
    25. DEALER PLANNING BOARD . . . . . . . . . . . . . . . . . .26
        25.01  Dealer Planning Board. . . . . . . . . . . . . . .26
        25.02  Special Interest Issues. . . . . . . . . . . . . .26
        25.03  Disapproval of Management Proposal . . . . . . . .26
        25.04  Compliance with Modification . . . . . . . . . . .27
    
    26. RIGHT OF OFFSET . . . . . . . . . . . . . . . . . . . . .27
        26.01  Right of Offset. . . . . . . . . . . . . . . . . .27
    
    27. ENFORCEMENT . . . . . . . . . . . . . . . . . . . . . . .27
        27.01  Declaratory and Injunctive Relief. . . . . . . . .27
        27.02  Costs of Enforcement . . . . . . . . . . . . . . .27
    
    28. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . .27
        28.01  Notices. . . . . . . . . . . . . . . . . . . . . .27
    
     










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   29. GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . .28
        29.01  Governing Law. . . . . . . . . . . . . . . . . . .27
        29.02  Jurisdiction . . . . . . . . . . . . . . . . . . .27
    
    30. SEVERABILITY AND CONSTRUCTION . . . . . . . . . . . . . .28
        30.01  Severability . . . . . . . . . . . . . . . . . . .28
        30.02  Counterparts . . . . . . . . . . . . . . . . . . .28
        30.03  Construction . . . . . . . . . . . . . . . . . . .28
    
    31. ACKNOWLEDGEMENTS  . . . . . . . . . . . . . . . . . . . .28
    
        Schedule 1 - Premises and Trade Area
        Schedule 2 - Ownership Verification
        Schedule 3 - Guaranty
        Schedule 4 - Lease Rider and Modification
        Schedule 5 - Renewal Rider
        Schedule 6 - Trademarks
        Schedule 7 - Converter Rider










































                                      -57-<PAGE>
                 BIG O TIRES, INC. FRANCHISE AGREEMENT
    
                             SUMMARY PAGES
    
   These pages summarize the attached Franchise Agreement, the details of
   which shall control in the event of any conflict.  
    
    1. FRANCHISEE:                                       
    
    2. INITIAL FRANCHISE FEE:          Amount Due:
                                       -with Application:      
                                       -upon signing Agreement:      
                                       Total:          
                                       
    3. ROYALTY FEE       Two percent (2%) of Gross Sales
    
    4. LOCAL ADVERTISING
         CONTRIBUTION:       Minimum of four percent (4%) of Gross Sales
    
    5. NATIONAL ADVERTISING 
         CONTRIBUTION:      See sections 15 and 25
    
    6. INITIAL ADVERTISING REQUIREMENT:                  
    
    7. STORE LOCATION:
    
                                          
       Street and Number
    
                                          
       City, State and Zip Code
    
                                          
       Phone Number
    
    8. Franchisee's Operator:                                      
    
    9. Franchisee's Manager:                                       
     
    10.     Franchisee's Agent For Service of Process:
    
       Name:                                             
       Address:                                          
                                          
                                          
    
    11.     Big O's Agent for Service of Process:
    
       Name:             CT Corporation                  
       Address:          1675 Broadway, Suite 1200       
                         Denver, Colorado  80290                      








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    12.     Effective Date:
    
    13.     Commencement Date:                                     
    
    14.     Expiration Date:                                       
    
    15.     Franchisee's Advisor:                                  
    
    16.     Send Notices to Big O to:
    
       Name:             Susan D. Hendee (Legal Department)   
       Address:          Big O Tires, Inc.                    
                         11755 E. Peakview Avenue, Suite A                    
                         Englewood, Colorado  80111    
    
    17.     Send Notices to Franchisee to:
    
       Name:                                             
       Address:                                          
                                          
                                          
    
    18.     Business not subject to Section 17.01
    
       Name:                                             
       Address:                                          
                                          
                                          
    
    































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                 GLOSSARY (in alphabetical order)
    
        Advertising - The advertising, promotional programs, public relations
        programs and marketing programs approved or administered by Big O
        utilizing the resources of the National Advertising Fund or local
        franchisee cooperatives or franchisee associations.
    
        Agreement - This contract, the Summary Pages and all Riders and
        Schedules hereto, as interpreted through the Manual.
    
        Big O - Big O Tires, Inc.
    
        Big O Store or Store - A retail tire store operated pursuant to the
        Big O System.
    
        Big O System or System - The plan and system developed by Big O
        relating to the complete operation of Stores which are authorized to
        sell Products and Services and offer other authorized tire and
        automotive services at retail, which include some or all of the
        following:  site selection as required, site approval, Store layout
        and design, product selection and display,  purchasing and inventory
        control methods, accounting methods, merchandising, advertising,
        sales and promotional ideas, franchisee training, personnel training,
        and other matters relating to the efficient operation and supervision
        of Stores and the maintenance of uniform standards of retail
        merchandising.
    
        Blue II - See the definition of "Manual".
    
        Commencement Date - The date upon which the Store opens for business
        or, in the event of transfer, or conversion, the date designated by
        Big O Tires, Inc.
    
        Converter - A person who converts a retail tire store it owns to a
        Big O Store pursuant to this Agreement.  
    
        Dealer Planning Board - The group of franchisee representatives
        elected from each Local Group which meets periodically with Big O's
        management to develop Big O's strategic plans and to discuss issues
        of concern to franchisees.  The functions of the Dealer Planning
        Board are described in Section 25 of this Agreement.
    
        Development Agreement - An agreement between Big O and a person to
        which the person ("Developer") agrees that within a defined territory
        to open and commence operating an agreed number of Big O Stores
        pursuant to a development schedule.  Developers must execute
        Franchise Agreements prior to commencing business at any Store
        developed pursuant to a Development Agreement.
    
        Due Date - The fifteenth day of each month:  the date by which all
        royalty fees and advertising contributions must be postmarked and
        mailed to Big O.
    
        Effective Date - The date upon which the Franchise Agreement has been
        executed in full by both the Franchisee and Big O.
    
        Expiration Date - The date on which the initial term of the Agreement
        expires.
    
        First Option - Franchisee's right to acquire a franchise for a new
        Store planned for development within a five (5) mile radius of
        Franchisee's Premises.  The First Option and method of exercising it
        are described in Section 3 of this Agreement.
    
        Franchise - The rights granted by the Franchise Agreement.








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        Franchised Business - The business operated pursuant to a license
        granted by Big O which utilizes the Licensed Marks and the Big O
        System.
    
        Franchisee - The individual(s), corporation or other entity to which
        the Franchise is granted.  Depending on the context of this
        Agreement, the term Franchisee may include the shareholders or
        guarantors of a corporate Franchisee.
    
        Gross Sales - The aggregate gross amount of all revenues from
        whatever source derived whether in form of cash, credit, agreements
        to pay or other consideration including the actual retail value of
        any goods or services traded, bartered, or otherwise received by
        Franchisee in exchange for any form of non-monetary consideration,
        (whether or not payment is received at the time of sale or any such
        amount is proved uncollectible) from or derived by Franchisee or any
        other person from business conducted or which originated in, on, from
        or through the Premises, whether such business is conducted in
        compliance with or in violation of the terms of the Franchise
        Agreement.  Gross Sales includes sums paid for claims made on
        business interruption insurance policies, Federal Excise Taxes
        collected, as well as payments received from employees of Franchisee
        for products purchased at a discounted price.  However, Gross Sales
        does not include: (I) sales or use taxes collected by Franchisee;
        (ii) the amount of any refunds or allowances made on Products and
        Services returned by customers; (iii) returns to shippers, vendors
        and manufacturers; (iv) proceeds derived from the sale of equipment
        or supplies used by Franchisee in the operation of the Store and not
        acquired for resale; (v) sales of Products and Services to other Big
        O Stores; (vi) tire disposal fees so long as the fees charged do not
        exceed the highest fee recommended by any applicable governmental
        agency; and (vii) sums received in settlement of claims for loss or
        damage to fixtures, equipment or leasehold improvements, other than
        sums received from business interruption insurance.
    
        Information - The contents of the Manual or any other manual,
        computer software, materials, goods, training module and any other
        proprietary information and information created or used by Big O
        designated for confidential use within the Big O System, and the
        information contained therein.
    
        Initial Advertising - Advertising conducted within the first year of
        business from the Commencement Date to promote the opening of the
        Store.
    
        Licensed Marks - Trademarks and trade names, service marks and
        associated logos and symbols owned or sublicensed by Big O, including
        those enumerated on Schedule 6 and such other marks, logos and names
        as Big O may designate.
    
        Local Fund - The fund, which may be a trust fund, corporation or
        other entity, derived from contributions by Big O franchisees who are
        members of a Local Group which shall be maintained by the Local Group
        for Advertising pursuant to such guidelines as Big O may approve or
        prescribe.
    
        Local Group - A cooperative or association of Big O franchisees
        formed and operating in their marketing area pursuant to a structure
        approved or prescribed by Big O for the purpose of promoting Big O
        Stores and their Products and Services, and providing Management
        Systems and related services to its members to the extent approved by
        Big O.  Big O will assign a Franchisee to a Local Group and
        Franchisee must become a member of that Local Group and be bound by
        any decisions it makes to the extent they are approved by Big O.
    
        Management Systems - Computer hardware, software, cash registers,
        bookkeeping and accounting services or systems, point of sale systems
        and inventory control systems, and other systems designed to provide
        information for the management of Big O Stores, including but not
        limited Boss2.
    
        Manager - An individual other than the Operator who is responsible
        for the day-to-day operation of a Store.




                                      -61-<PAGE>




        Manual - The various written, electronic, audio and video
        instructions and manuals, including amendments thereto relating to
        the operation of the Franchised Business which are provided to
        Franchisee by Big O and identified as such, including but not limited
        to A Blueprint For Success, also known as "Blue II", Big O's
        Franchise Compliance and Procedures Manual, any training tapes,
        guides and any training module or any other proprietary information.
    
        National Advertising Fund - The fund derived from contributions by
        Big O franchisees which shall be exclusively maintained and
        administered by Big O for national Advertising in cooperation with
        the Dealer Planning Board.
    
        National Fund - Big O Tires, Inc. National Advertising Fund.
    
        Operator - The individual approved by Big O who shall be responsible
        for the operation of the Franchised Business.  The Operator may be
        the Franchisee if the Franchisee is an individual.
    
        Option - Big O's right to purchase the interest being offered by the
        Franchisee or any Shareholder by matching the bona fide monetary
        purchase price and payment schedule terms of the proposed Transfer,
        less any brokerage commission (without having to match any other
        non-monetary terms).
    
        Pioneer - A person who owned at least twenty-five percent (25%)
        equity interest in a Big O franchisee on March 1, 1987, provided such
        ownership interest appeared on Big O's records as of July 1, 1987.  A
        Pioneer is entitled to acquire Big O franchises for one-third of the
        applicable initial franchise fee, provided the Pioneer satisfies Big
        O's other requirements.
    
        Premises - The site from which a Franchised Business will be operated
        at the Store Location described on the Summary Pages, or where
        applicable, on Schedule 1 to the Franchise Agreement.
    
        Products and Services - All tires (including but not limited to Big
        O's private brand lines of tires), products and services produced,
        organized or distributed under a license granted by Big O, which are
        designated by Big O for sale or lease in Stores.
    
        Retail Accounting Center - A cooperative or association which
        provides accounting, payroll, tax and related services for the
        purpose of providing such services at a lower cost and providing the
        financial reporting Big O requires.
    
        Shareholder - Any person possessing a legal or beneficial interest or
        holding a share of stock of any kind or nature in the Franchisee,
        including partners in a Franchisee which is a partnership.
    
        Survivor - A surviving spouse or heir of estate of any deceased
        person owning stock or any other interest in the Franchisee.
    
        Termination Date - The date upon which the Franchise Agreement is
        canceled or ended by Big O or the Franchisee.
    
        Trade Area - The area described on Schedule 1 to the Agreement within
        which, subject to certain conditions, Big O agrees to limit the
        number of Stores to one (1) for every fifty thousand (50,000) persons
        residing therein.  Big O may, from time to time, redefine
        Franchisee's Trade Area.
    
        Trade Dress - Any shop or architectural designs, fixtures,
        improvements, signs, color schemes or other elements of the
        appearance of the Store which in any manner suggest affiliation of
        the Store or Premises with Big O, or the System.
    
        Transfer - To give away, sell, assign, pledge, lease, sublease,
        devise, or otherwise transfer, either directly or by operation of law
        or in any other manner, the Agreement, any of Franchisee's rights or





                                      -62-<PAGE>


        obligations hereunder, or any interest or shares of stock or
        partnership interest of any kind or nature in Franchisee or the
        Premises.  The merger or consolidation or issuance of additional
        securities representing an ownership interest in Franchisee shall
        also be deemed to be a "Transfer" for purposes of this Agreement.


































































                                      -63-<PAGE>


                           BIG O TIRES, INC.
                          FRANCHISE AGREEMENT
    
       This Franchise Agreement ("Agreement") is made by and between Big O
   Tires, Inc. ("Big O"), a Nevada corporation, with its principal place of
   business at 11755 East Peakview Avenue, Suite A, Englewood, Colorado
   80111, and                 ("Franchisee"), a(n)                          
   corporation with a place of business at                                .
    
   1. PARTIES AND RECITALS
    
       1.01  Big O was established to provide franchisees with access to
   Products and Services and a System for marketing and servicing such
   Products and Services.  Since its inception, Big O has added to the
   Product and Services and System to enhance the competitive posture of its
   franchisees.  Big O has developed and owns certain Licensed Marks which
   are licensed to franchisees for use in the Big O Stores.  In connection
   therewith, Big O has developed the Big O System relating to the operation
   of Stores which are authorized to offer and sell Big O tires as part of
   the Products and Services offered to retail customers.
    
       1.02  Franchisee desires, upon the terms and conditions set forth
   herein, to obtain a license to operate a Franchised Business and to offer
   and sell Big O Products and Services.  Franchisee acknowledges that it is
   essential to the preservation of the integrity of the Licensed Marks, and
   the goodwill of Big O and the Big O System, that each franchisee in the
   System maintain and adhere to certain standards, procedures and policies
   described hereinafter and in the Manual.
    
       1.03  Big O is willing, upon the terms and conditions set forth
   herein, to license Franchisee to operate a Franchised Business which will
   utilize the Licensed Marks and the Big O System.
    
    2. GRANT OF FRANCHISE
    
       2.01  Grant of Franchise.  Subject to all of the terms and conditions
   herein, including but not limited to, the condition that Franchisee or its
   Shareholders or some of them, personally guarantee the obligations of
   Franchisee to Big O under this Agreement as set forth in Schedule 3 to
   this Agreement, Big O grants to Franchisee the non-exclusive license to
   use the Licensed Marks and the exclusive right to operate a Franchised
   Business solely at the Premises set forth in Schedule 1 to this Agreement.
   If, at the time of execution of this Agreement, the Premises cannot be
   designated as a specific address because a location has not been selected
   by Franchisee and approved by Big O, then Franchisee shall promptly take
   steps to choose and acquire a location for its Big O Store within the
   following city, county or other geographical area:    
                                                                           
   ("Designated Area").  In such circumstances, Franchisee shall select and
   submit to Big O for approval a specific location for the Premises, which
   shall hereinafter be set forth in Schedule 1.  
    
       2.02  Trade Area.  During the term of this Agreement, Big O agrees not
   to operate itself or grant to any other person the right to operate any
   more than one (1) Store for every fifty thousand (50,000) persons residing
   in the Trade Area described on Schedule 1.  Big O may, from time to time,
   redefine the Trade Area.  Absent Franchisee's prior approval, Big O shall
   not permit the establishment or operation of another Store within a two
   (2) mile radius of Franchisee's Store.  Big O shall offer Products and
   Services bearing the Licensed Marks at retail only through Big O Stores.  
    











                                      -64-<PAGE>


   3.  FIRST OPTION RIGHTS
    
       3.01  First Option Rights.  Subject to the conditions described below,
   if Big O or any prospective Big O franchisee should propose to open a
   Store within a five (5) mile radius of Franchisee's Store, Franchisee
   shall be notified of its First Option to acquire a Franchise for an
   additional Store within the five (5) mile radius of its Store.  Franchisee
   may only exercise the First Option if:
    
          (a)  at the time Big O notifies Franchisee of the proposal for the
        new Store, Franchisee is in full compliance with all the terms of
        this Agreement and any other agreements it has with Big O;
    
          (b)  Franchisee meets Big O's then current criteria for new
        franchisees; and
    
          (c)  There are not two (2) or more Big O franchisees with Stores
        within a five (5) mile radius of the site of a proposed new Store,
        except in accordance with Section 3.03 below.
    
        3.02  Notification by Big O.  When notifying Franchisee of a proposal
   to establish a new Store in accordance with Franchisee's First Option, Big
   O may notify Franchisee of the proposal to establish the new Store within
   the general vicinity of Franchisee's Store without identifying a specific
   site or sites.
    
        3.03  Multiple First Option Rights.  If two (2) or more Big O
   franchisees have Stores within a five (5) mile radius of the site of a
   proposed new Store, the Franchisee and all such franchisees will be
   invited simultaneously by written notice from Big O to exercise their
   First Option rights;  but if two (2) or more such franchisees apply for
   the same franchise, it shall be awarded to the qualified franchisee which
   has a Store that is closest to the site of the proposed new Store or, if
   two qualified franchisees have Stores that are equidistant from such site,
   it shall be awarded to the qualified franchisee which owns the franchised
   Big O Store which was first licensed as a Big O Store by the current or a
   previous owner.
    
       3.04  Notification of Qualification.  If Franchisee qualifies for the
   First Option pursuant to this Section 3, Big O will provide Franchisee
   with written notice that it has thirty (30) days within which to submit an
   application for the franchise in the manner prescribed by Big O in the
   notice.  Franchisee must submit the application within the prescribed time
   along with the standard franchise deposit then required by Big O.  Upon
   approval of the application by Big O, Franchisee must execute Big O's then
   current standard Franchise Agreement and pay the remainder of any initial
   fee due.
    
       3.05  Exercise of Option by Franchisee.  If Franchisee is a
   corporation or partnership, the First Option may be exercised only by the
   corporation or partnership itself, or by the individual designated as
   First Option holder on the Summary Pages.
    
       3.06  Transfer of First Option Rights.  The First Option is not
   transferable without Big O's prior written approval, which may be withheld
   for any reason, in Big O's sole discretion.
    
       3.07  Limitation on First Option Rights.  The First Option rights
   described above are void and unenforceable with respect to a site proposed
   for development in an area which is at the time of the proposal subject to
   a Development Agreement between Big O and Developer.
    
       3.08  Expiration of First Option Rights.  If a Franchisee has failed
   to qualify for or otherwise submit an application for a Franchise pursuant
   to this Section 3 for a proposed franchise to be granted within the area
   in which Franchisee holds First Option rights, Franchisee's First Option
   rights for that proposed franchise shall lapse regardless of whether the
   site actually selected for development by Big O is different from the site
   which was initially proposed for development.






                                      -65-<PAGE>



    4. TERM
    
       4.01  Term.  This Agreement shall take effect upon the earlier of the
   Effective Date or of the Commencement Date and, unless previously
   terminated pursuant to Section 19 hereof, its term shall extend until the
   earlier of the tenth anniversary of the Commencement Date or such other
   Expiration Date as is stated on the Summary Pages.
    
    5. RENEWAL:  EXTENSION OF FRANCHISE RIGHTS
    
       5.01  Grant of Successor Franchise Rights.  If Franchisee is not in
   default under this Agreement and has complied with all of its provisions
   during the initial term, and has cooperated with Big O, its Local Group
   and other Big O franchisees in programs and suggestions developed by Big
   O, upon its expiration Big O will offer a successor franchise agreement
   with Franchisee, provided the parties mutually agree to the terms of a
   successor franchise at least one hundred eighty (180) days before the
   Expiration Date.
    
       5.02  Conditions to Grant of Successor Franchise.  Big O will only
   offer to execute a new franchise agreement in accordance with its then
   current terms and conditions for granting successor franchises, which may
   include any or all of the following:
    
            (a)  Execution of a new and modified franchise agreement which
   may include, among other matters, a different fee structure, increased
   fees, a modified Trade Area and different purchase requirements;
    
            (b)  A requirement that Franchisee refurbish the Premises or
   relocate the Premises to conform to Big O's then current standards for
   similar Stores;
    
            (c)  Payment of Big O's renewal administration fee of One
   Thousand Five Hundred Dollars ($1,500); and
    
            (d)  Execution of a general release in favor of Big O and its
   representatives. 
    
       5.03  Notification of Non-Renewal.  If Big O is willing to execute a
   new franchise agreement with Franchisee, at least one (1) year before the
   Expiration Date, Big O shall notify Franchisee of the Expiration Date and
   the terms and conditions upon which Big O is willing to execute a new
   franchise agreement with Franchisee.  Franchisee must execute a successor
   franchise agreement within sixty (60) days of its receipt.  The Franchise
   Agreement will expire on the Expiration Date and the franchise
   relationship will terminate unless Franchisee and Big O have executed a
   successor franchise agreement at least one hundred eighty (180) days prior
   to the Expiration Date, and Franchisee has satisfied all other terms and
   conditions agreed upon as a prerequisite to renewal.  If Big O intends not
   to offer Franchisee a successor franchise agreement, Big O shall give
   Franchisee at least one hundred eighty (180) days notice of nonrenewal
   prior to the Expiration Date.  If Big O has not given Franchisee at least
   one hundred eighty (180) days notice of nonrenewal prior to the Expiration
   Date, the term of this Agreement will automatically be extended by the
   amount of time necessary to give Franchisee one hundred eighty (180) days
   notice of nonrenewal.
    

















                                      -66-<PAGE>


   6.  FRANCHISEE'S DEVELOPMENT OBLIGATIONS
    
        6.01  Financing Approval.    Unless otherwise agreed to by Big O,
   Franchisee shall obtain a letter of commitment for the provision of
   financing through a lender approved by Big O and with minimum credit
   terms, also approved by Big O, no later than one hundred twenty (120) days
   from the Effective Date of this Agreement.
    
       6.02  Site Selection.  Franchisee shall obtain the written approval of
   Big O of the site for the Store within one hundred twenty (120) days from
   the Effective Date of this Agreement.  Franchisee shall propose sites for
   approval by Big O on forms and in the manner designated from time to time
   by Big O.  A proposed site shall only be submitted to Big O for approval
   after Franchisee has evaluated the site and determined that it meets Big
   O's then current criteria for sites which Big O has communicated to
   Franchisee.  Franchisee shall be responsible for obtaining Big O's then
   current site criteria prior to submitting a site approval application. 
   Big O shall review the site approval application and within thirty (30)
   days of Big O's receipt thereof, Big O shall approve or reject the
   proposed site.  Unless otherwise agreed to in writing by Big O, final site
   approval will be conditioned upon Big O's receipt of evidence of
   Franchisee's ownership, lease or control of the property in such form as
   Big O, in its sole discretion shall deem to be acceptable, including,
   without limitation, a deed to the property, an executed contract to
   purchase the property, a lease with a duration of not less than ten (10)
   years, or an option to purchase the property.  Franchisee acknowledges and
   agrees that Big O's approval of a site or provision of criteria regarding
   the site do not constitute a representation or warranty of any kind,
   express or implied, as to the suitability of the site for a Big O Store or
   for any other purpose.  Big O's approval of the site indicates only that
   Big O believes that a site falls within the acceptable criteria established
   by Big O as of that time.  In the case of a Converter, execution of this
   Agreement shall be deemed approval of the Store Location by Big O, unless
   additional obligations to convert or upgrade the premises are described in
   Schedule 7 to this Agreement.
    
        6.03  Equipment and Signage.  Franchisee agrees to purchase, lease or
   otherwise use in the establishment and operation of the Big O Store only
   those fixtures, equipment, signs and hardware and/or software that Big O
   has approved as meeting its specifications and standards for quality,
   design, appearance, function and performance.  Franchisee shall purchase
   or lease approved brands, types or models of fixtures, equipment, and
   signs only from suppliers designated or approved by Big O.  Franchisee
   agrees to place or display at the Premises only such signs, logos and
   display materials that Big O approves from time to time.  
    
        6.04  Conditions to Opening.  Franchisee agrees, at its sole expense,
   to do or cause to be done the following prior to opening the Big O Store
   for business: (I) secure all required financing; (ii) obtain all required
   permits and licenses; (iii) construct all required improvements and
   decorate the Store in compliance with approved plans and specifications;
   (iv) purchase and install all required fixtures, equipment and signs
   required for the Big O Store; (v) purchase an opening inventory of tires
   and supplies; (vi) provide Big O with copies of all required insurance
   policies, or such other evidence of coverage and payment as Big O requests;
   and (vii) provide Big O with any other documents as may be required by
   Big O, including but not limited to financing statements.
    
       6.05  Commencement of Business.  Franchisee agrees to open the Big O
   Store for business within fourteen (14) days after Big O notifies
   Franchisee that the conditions set forth in this Section 6 have been
   satisfied.  Unless otherwise agreed in writing by Big O and Franchisee,
   Franchisee has sixteen (16) months from the Effective Date of this
   Agreement within which to have its Big O Store opened and operating
   ("Development Period").  Big O will extend the Development Period for a
   reasonable period of time in the event that factors beyond Franchisee's
   reasonable control prevent Franchisee from meeting this Development
   Period, so long as Franchisee has made reasonable and continuing effort to
   comply with such development obligations and Franchisee requests, in
   writing, an extension of time in which to have its Big O Store open and
   operating before the Development Period lapses.<PAGE>


                                      -67-<PAGE>



    7. PRE-OPENING AND ONGOING ASSISTANCE
    
        7.01  Pre-Opening Assistance.  Prior to Franchisee's Commencement
   Date, Big O shall provide Franchisee with such of the following and on the
   same basis as it will from time to time provide to similarly situated
   franchisees of Big O:
    
          (a)  Assistance to Franchisee related to approval of a site for the
        Store, although Franchisee acknowledges that Big O shall have no
        obligation to select or acquire a site on behalf of Franchisee.  Big
        O's assistance will consist of the provision of criteria for a
        satisfactory site, an on-site inspection and determination of whether
        a proposed site fulfills the requisite criteria, prior to formal
        approval of a site selected by Franchisee.  At Big O's option, Big O
        may, without fee or expense to Franchisee, review the proposed Store
        lease.  The final decision about whether to acquire a given approved
        site or whether to execute any     particular lease shall be the sole
        decision of Franchisee.  Big O disclaims all liability for the
        consequences of approving a given site.  Big O's participation in
        site selection in no way is meant to constitute a warranty or
        guaranty that the Franchised Business will be profitable or otherwise
        successful.  Big O's written approval of the Premises and Store must
        be obtained by Franchisee before the Store may be opened or
        relocated.  Big O may condition its approval of a Store lease upon
        Franchisee's execution of a conditional lease assignment in a form
        which is the same as or similar to the one found on Schedule 4.
       
          (b)  A prototype floor plan, elevation and equipment layout for the
        Store, if requested by Franchisee.  The plans must be modified by
        Franchisee's architect or contractor to adapt them to conditions at
        the Premises and to satisfy all local code requirements.  Revisions
        or modifications to the plans must be approved by Big O.
    
          (c)  Five consecutive (5) weeks of training for one person in the
        operation of the Franchised Business at one or more locations
        designated by Big O.  Unless Big O waives the training requirement,
        the Manager of the Franchisee's Store, provided he or she has been
        approved by Big O, and Franchisee's Operator must attend and
        successfully complete such training.  Franchisee shall pay for its
        own transportation, lodging, and living expenses which are incurred
        while attending the initial training program, except that Big O will
        pay lodging and transportation for the first person to attend the
        training program.  In the event that, in Big O's sole discretion,
        Franchisee's Operator fails to successfully complete the initial
        training program, Big O may, in its sole discretion, require
        Franchisee's Operator to attend and successfully complete another
        training program or terminate this Agreement and, upon receipt from
        Franchisee of a general release in a form approved by Big O, refund
        the initial franchise fee paid by Franchisee, less any amounts
        necessary to reimburse Big O for the costs it incurred in approving
        Franchisee and in training Franchisee's Operator and Manager.
    
          (d)  One (1) copy of Big O's Franchise Compliance and Procedures
        Manual and Big O's Operations Manual, known as "Blue II"or other such
        proprietary information.
    
          (e)  Assistance in selecting Franchisee's initial inventory.
    
          (f)  Assistance in the lay-out, merchandising and display of the
        Store.
    
        7.02  On-Going Assistance.  Big O agrees to make available to
   Franchisee the following ongoing assistance for which Big O may charge the
   Franchisee a fee:
    
          (a)  To the extent available to Big O, a source of Big O private
        brand tires;
    
          (b)  Ongoing research and development into new tires and other
        lines of Products and Services and ways to enhance the competitive
        posture of Big O Stores;



                                      -68-<PAGE>



          (c)  Additional training for the Operator or other personnel of
        Franchisee, for which Big O may charge the Franchisee a fee; 
    
          (d)  Suggested prices for Big O brands sold at the Franchisee's
        Store, provided that Franchisee will not be required to sell at any
        particular price if such a requirement would be unlawful;
    
          (e)  A warranty or replacement program for Big O private brand
        tires and related automotive Products and Services;
    
          (f)  Regional training provided by Big O personnel and field
        assistance, inspections and advice pertaining to the Franchisee's
        Store provided by Big O area managers;
    
          (g)  Monthly point of sale advertising materials and wearables
        utilizing Big O marks will be purchased through Big O's subsidiary, O
        Advertising, Inc., or such other licensee as designated by Big O for
        which Big O may charge the franchisee a fee, and from time to time,
        local advertising plans and materials, special promotions and similar
        advertising, for which Big O may charge the Franchisee a fee;
    
          (h)  At the request of Franchisee's Local Group, Big O will supply
        Franchisee with newspaper mats and radio and television commercial
        tapes, for which Big O may charge Franchisee or the Local Group a
        fee.
    
    8. FEES
    
        8.01  Initial Franchise Fee.  In consideration of the execution of
   this Agreement, Franchisee agrees to pay Big O an initial franchise fee in
   the amount and at the times specified on the Summary Pages.  Except as
   described in Section 7.01(c) above, the initial franchise fee is not
   refundable.
    
        8.02  Royalty Fee.  After the Commencement Date, Franchisee shall pay
   to Big O a monthly royalty fee equal to two percent (2%) of the prior
   month's Gross Sales.  The royalty fee must be postmarked and mailed to Big
   O by no later than the Due Date.
    
        8.03  Late Fees.  If any fee or any other amount due under this
   Agreement, including payments for Products and Services, is not received
   within ten (10) days after such payment is due, Franchisee shall pay Big O
   interest equal to the lesser of the daily equivalent of eighteen percent
   (18%) per annum of such overdue amount per year, or the highest rate then
   permitted by applicable law, for each day such amount is past due.
    
        8.04  Taxes.  If any federal, state, or local tax other than an
   income tax is imposed upon royalty fees paid by Franchisee to Big O which
   Big O cannot offset against taxes it is required to pay under the laws of
   the United States or the state of its domicile, Franchisee agrees to
   compensate Big O in the manner prescribed by Big O so that the net amount
   or net rate received by Big O is no less than that which has been
   established by this Agreement and which was due Big O on the Effective
   Date of this Agreement.
    
        8.05  Allocation of Payments.  Unless other written instructions
   accompany a specific payment, all payments made by Franchisee pursuant to
   this Agreement shall be applied in such order as Big O may designate from
   time to time.  Big O shall comply with any written instructions for
   allocation specified by Franchisee to the extent, in Big O's opinion, it
   is reasonable to do so.
    
    9. LICENSED MARKS
    
        9.01  Licensed Marks.  Franchisee expressly acknowledges that Big O
   is the sole and exclusive licensor of the Licensed Marks.  Franchisee
   agrees not to represent in any manner that Franchisee has







                                      -69-<PAGE>


   acquired any ownership rights in the Licensed Marks.  Franchisee agrees
   not to use any of the Licensed Marks or any marks, names, or indicia which
   are or may be confusingly similar in its own corporate or business name
   except as authorized in this Agreement.  Franchisee further acknowledges
   and agrees that any and all goodwill associated with the Big O System and
   identified by the Licensed Marks shall inure directly and exclusively to
   the benefit of Big O and that, upon the expiration or termination of this
   Agreement for any reason, no monetary amount shall be assigned as
   attributable to any goodwill associated with Franchisee's use of Licensed
   Marks.
    
       9.02  Limitations on Use.  Franchisee understands and agrees that any
   use of the Licensed Marks other than as expressly authorized by this
   Agreement, without Big O's prior written consent, is an infringement of
   Big O's rights therein and that the right to use the Licensed Marks
   granted herein does not extend beyond the termination or expiration of
   this Agreement.  Franchisee expressly covenants that, during the term of
   this Agreement and thereafter, Franchisee shall not, directly or
   indirectly, commit any act of infringement or contest or aid others in
   contesting the validity of Big O's right to use the Licensed Marks or take
   any other action in derogation thereof.
    
        9.03  Infringement.  Franchisee acknowledges Big O's right to
   regulate the use of the Licensed Marks and Trade Dress of the Big O
   System.  Franchisee shall promptly notify Big O if it becomes aware of any
   use or any attempt by any person or legal entity to use the Licensed Marks
   or Trade Dress of the Big O System, any colorable variation thereof, or
   any other mark, name, or indicia in which Big O has or claims a
   proprietary interest.  Franchisee shall assist Big O, upon request and at
   Big O's expense, in taking such action, if any, as Big O may deem
   appropriate to halt such activities, but shall take no action nor incur
   any expenses on Big O's behalf without Big O's prior written approval.
    
       9.04  Franchisee's Business Name.  Franchisee further agrees and
   covenants to operate and advertise only under the name or names from time
   to time designated by Big O for use by similar Big O System franchisees; 
   to refrain from using the Licensed Marks to perform any activity or to
   incur any obligation or indebtedness in such a manner as may, in a way,
   subject to Big O to liability therefor;  to observe all laws with respect
   to the registration of trade names and assumed or fictitious names;  to
   include in any application for the above a statement that Franchisee's use
   of the Licensed Marks is limited by the terms of this Agreement, and to
   provide Big O with a copy of any such application and other registration
   document(s); and to observe such requirements with respect to trademark
   and service mark registrations, copyright notices, and other notices as
   Big O may, from time to time, require.
    
        9.05  Change of Licensed Marks.  Subject to the requirements of
   Section 25 of this Agreement, Big O reserves the right, in its sole
   discretion, to designate one or more new, modified, or replacement
   Licensed Marks or trade names for use by franchisees and to require the
   use by Franchisee of any such new, modified, or replacement Licensed Marks
   or trade names in addition to or in lieu of any previously designated
   Licensed Marks.  Any expenses or costs associated with the use by
   Franchisee of any such new, modified, or replacement Licensed Marks shall
   be the sole responsibility of Franchisee.
    
       9.06  Franchisor's Rights.  Big O retains the right to, among others:
   (1) use, and license others to use, the Licensed Marks and the Big O
   System for other Big O Stores or company-owned Stores; (2) solicit, sell
   to and service local, regional or national accounts wherever located; (3)
   use the Licensed Marks and the Big O System with other services or
   products, or in alternative channels of distribution, without regard to
   location; and (4) use and license the use of other proprietary marks or
   methods which are not the same as or confusingly similar to the Licensed
   Marks, whether in alternative channels of distribution or with the
   operation of any type of tire sales and service business, at any location,
   which may be the same as, similar to or different from the business of a
   Big O Store.  Big O may use or license these rights on any terms and
   conditions it deems advisable, and without granting Franchisee any rights
   in them.
    
    10.     STANDARDS OF OPERATION<PAGE>


                                      -70-<PAGE>



    
        10.01  Standards of Operations.  Big O shall establish and Franchisee
   shall maintain high standards of quality, appearance and operation for the
   Franchised Business.  For the purpose of enhancing the public image and
   reputation of the businesses operating under the System and for the
   purpose of increasing the demand for Products and Services provided by
   Franchisee and Big O, the parties agree as follows:
    
        (a)  Franchisee shall not open the Store for business until Big O has
   provided Franchisee with written authorization to do so;
    
        (b)  Franchisee shall comply in good faith with all published Big O
   System rules, regulations, policies, and standards, including, without
   limitation, those contained in the Manual.  Franchisee shall operate and
   maintain the Franchised Business solely in the manner and pursuant to the
   standards prescribed herein, in the Manual and in other materials provided
   by Big O to Franchisee, and shall make such modifications thereto as Big O
   may require;
    
        (c)  Franchisee shall at all times operate the Store diligently and
   in a manner which is consistent with sound business practices so as to
   maximize the revenues therefrom;
    
        (d)  Franchisee shall at all times maintain working capital and a net
   worth which is sufficient, in Big O's opinion, to enable Franchisee to
   fulfill properly all of Franchisee's responsibilities under this
   Agreement;
    
        (e)  Franchisee shall at all times maintain its Store in the image of
   and according to the standards of Big O as prescribed in the Manual. 
   These standards and specifications may include, but are not limited to the
   safety, maintenance, cleanliness, sanitation, function and appearance of
   the Store and its equipment and signs, as well as the requirement that the
   employees of the Store shall be required to wear uniforms and to maintain
   a standard of appearance while employed at the Store.  Moreover,
   Franchisee agrees to cooperate with Big O at its expense, to the extent
   building and site limitations permit, in the implementation of new
   programs, including those which may require the addition of new equipment
   or fixtures for the Store.  In its sole discretion, Big O may waive some
   or all of any of its franchisees' obligations to comply with such
   programs. 
    
        (f)  Prior to opening, Franchisee shall provide Big O with written
   certificates or documentary evidence from an insurance company or
   companies that Franchisee has obtained the insurance coverage prescribed
   by Section 21;
    
        (g)  If Franchisee maintains a customer list, such lists or parts
   thereof shall be disclosed to no one other than Franchisee's employees or
   Big O without Big O's prior written consent;  and
    
       (h)  Franchisee shall participate in and be bound by the decisions of
   any Local Group established and operated pursuant to standards and within
   the guidelines prescribed or approved by Big O.  Franchisee shall not be
   subject to any agreement to fix prices, or allocate customers or
   territories which would violate any applicable laws.  Nor will Franchisee
   be subject to any capital investment requirements or other standards which
   are inconsistent with this Agreement or which have not been approved or
   prescribed by Big O.
    
    11.     STORE MANAGEMENT
    
        11.01  Store Management.  Franchisee's Store shall only be operated
   by the Operator or a Manager employed by the Franchisee who has previously
   been approved by Big O.  All initial and subsequent Operators or Managers
   must be approved by Big O.  Big O's approval will be conditioned upon the
   Operator's or Manager's successful completion of any training required by
   Big O.  Big O may waive some or all of its initial training requirements
   for Operators or Managers who have already received such training as a
   result of their affiliation with another Store or Big O franchisee.  If
   Franchisee






                                      -71-<PAGE>


   or Franchisee's Operator has not already successfully completed such
   training, he shall be required to successfully complete the training
   described in Section 7.01 (c) above.
    
        11.02  Completion of Training by Operator or Manager.  Franchisee's
   Operator or Manager and such of its managerial personnel or Shareholders
   as are designated by Big O, shall complete, to Big O's reasonable
   satisfaction, any and all training programs Big O may reasonably require
   or provide at such time as Big O may reasonably prescribe.  All expenses
   incurred by persons receiving such training, including, without
   limitation, costs of travel, room and board, as well as wages of the
   person(s) receiving such training shall be borne by the Franchisee except
   that the transportation and lodging costs for the first person receiving
   such training shall be paid by Big O.
    
        11.03  Operation of Store by Big O.  Under the circumstances
   described below, upon Franchisee's request, Big O has the option, but not
   the duty, to replace or substitute for Franchisee's Operator, Manager, or
   both, its own employees or agents, to operate the Franchisee's Store for
   the benefit of Franchisee with complete discretion over all matters
   relating to its operation.  Franchisee shall pay Big O's then current
   Store management fee as well as the out-of-pocket expenses Big O incurs
   for travel, food and lodging in the course of providing such services. 
   Big O may operate Franchisee's Store if:
    
         (a)  Franchisee's Operator or Manager has failed to satisfactorily
   complete any training required by this Section 11; or
    
         (b)  Franchisee's Operator or Manager becomes physically or mentally
   incapable of operating the Franchised Business; or
    
         (c)  Franchisee's Operator or Manager dies and a new Operator or
   Manager has not completed initial training.
    
    12.     QUALITY CONTROL
    
        12.01  Inspections.  Franchisee hereby grants to Big O and its
   authorized agents the right to enter the Premises during regular business
   hours:
    
        (a)  To conduct inspections and, upon Big O's request, Franchisee
   agrees to render such assistance as may reasonably be requested and to
   take such steps as may be necessary immediately to correct any
   deficiencies in the operation of its Franchised Business pursuant to this
   Agreement which are detected during such an inspection; and
    
        (b)  To remove from the Premises, certain samples of any Products and
   Services, supplies or goods, in amounts reasonably necessary for testing
   or examination by Big O or an independent laboratory, to determine whether
   such samples meet Big O's then current standards and specifications.  Big
   O will grant Franchisee a credit equivalent to the cost of any approved
   Products and Services or supplies damaged or removed by it.
    
    13.     MANUAL;  NEW PROCESSES
    
        13.01  Manual.  To protect the reputation and goodwill of the
   businesses operating under the System and to maintain high standards of
   operation under the Licensed Marks, Franchisee shall conduct the
   Franchised Business strictly in accordance with the Manual, which
   Franchisee acknowledges belongs solely to Big O and shall be on loan from
   Big O during the term of this Agreement.  Franchisee agrees to pay Big O
   up to Five Thousand Dollars ($5,000) for the failure to return the
   Confidential Operating Manual, Big O's Blueprint for Success, otherwise
   known as Blue II, any training module or any other proprietary information
   to Big O within five (5) days of the Expiration Date or Termination Date
   of this Agreement, or the date upon which controlling interest in the
   Franchisee, the Franchised Business
   







                                      -72-<PAGE>


   or its assets is transferred. However, Big O will waive the payment if
   Franchisee notifies Big O that it has lost or mislaid all or part of the
   Manual at any time prior to six (6) months before the date upon which the
   Franchise is transferred, terminates, or expires.
    
        13.02  Confidentiality of Information.  Franchisee shall at all times
   use its best efforts to keep Big O's Information confidential and shall
   limit access to the Information to employees and independent contractors
   of Franchisee on a need-to-know basis.  Franchisee acknowledges that the
   unauthorized use or disclosure of Big O's Information will cause
   irreparable injury to Big O and that damages are not adequate remedy. 
   Franchisee accordingly covenants that it shall not at any time, without
   Big O's prior written consent, disclose, use, permit the use thereof
   (except as may be required by applicable law or authorized by this
   Agreement), copy, duplicate, record, transfer, transmit, or otherwise
   reproduce such Information, in any form or by any means, in whole or in
   part, or otherwise make the same available to any unauthorized person or
   source.  Any and all Information, knowledge, and know-how not generally
   known about the System and Big O's Products and Services, standards,
   procedures, techniques, and such other Information or material as Big O
   may designate as confidential shall be deemed confidential for purposes of
   this Agreement, except Information which Franchisee can demonstrate
   lawfully came to its attention prior to disclosure by Big O, or which
   legally is or has become a part of the public domain by publication or
   communication by others.
    
       13.03  Revisions to Manual.  Franchisee understands and acknowledges
   that subject to the requirements of Section 25, Big O may, from time to
   time, revise the contents of the Manual to implement new or different
   requirements for the operation of the Franchised Business, and Franchisee
   expressly agrees to comply with all such changed requirements which are by
   their terms mandatory, provided, that such requirements apply in a
   reasonably nondiscriminatory manner to comparable Big O franchisees.  The
   implementation of such requirements may require the expenditure of
   reasonable sums of money by Franchisee.  Big O will not alter the basic
   rights and obligations of the parties arising under this Agreement through
   changes to the Manual.  
    
        13.04  Improvements to System.  If Franchisee develops any concept,
   process, service, or improvement in the operation or promotion of the
   Store, Big O may itself use or disclose it to other Big O franchisees
   without any obligation to compensate Franchisee therefor.  If the concept,
   process, service, or improvement is adopted for use by the majority of Big
   O Stores, such concept, process, service, or improvement shall become the
   property of Big O and Big O may itself use or disclose it to other Big O
   franchisees without any obligation to compensate Franchisee therefor.  
    
   14.     PRODUCTS AND SERVICES
    
       14.01  Products and Services.  Franchisee acknowledges that its
   principal interest in acquiring a Big O Franchise is to sell Big O private
   brand tires and related merchandise and benefit from Big O's Products and
   Services selection, purchasing programs including programs for the
   purchase of major brand tires, and marketing expertise.  The consuming
   public expects Big O Stores to offer the full line of Big O Products and
   Services and advertised warranty services.  Accordingly, Franchisee shall
   at all times have in stock on the Premises a complete representative line
   of Big O private brand tires, shock absorbers, related merchandise, and
   other Products and Services in such quantities as Big O may prescribe from
   time to time.  Franchisee agrees that at least 75% on a quarterly basis of
   all products purchased for resale from your Store will be purchased from
   the RSC or BOX warehouses.  In addition, Franchisee agrees that 50% of all
   tire sales at the Store will be Big O brand product, excluding sales of
   snow tires.
    
        14.02  Approval of Products and Services.  Prior to commencing
   business at the Premises, Franchisee shall stock the Store with Products
   and Services and supplies of such variety and in such amounts as Big O may
   require.  Franchisee may not sell any product or service which has not
   been selected, designated or approved by Big O.  Big O is not obliged to
   approve any product, service, or merchandise selected by the Franchisee.
   Big O will not give its approval of suppliers selected by the

   

                                      -73-<PAGE>


   
   Franchisee which are not at the time approved by Big O for use by the
   Franchisee, except in accordance with the following procedure:
    
          (a)  The Franchisee must submit a written request to Big O for
        approval of the supplier;
    
          (b)  The Franchisee must demonstrate to Big O the existence of a
        need for the product or service and that the product or service does
        not conflict with Big O's existing marketing program of products and
        services;
    
          (c)  The supplier must demonstrate to Big O's reasonable
        satisfaction, that it is able to supply a commodity to the Franchisee
        meeting Big O's specifications for such commodity and that it is able
        to do so on a timely basis;
    
          (d)  The supplier must demonstrate to Big O's reasonable
        satisfaction that the supplier is of good standing in the business
        community with respect to its financial soundness and reliability of
        its product and service;
    
          (e)  The supplier must agree to indemnify and hold Big O and the
        Franchisee harmless from and against any claim or liability by reason
        of the supplier's products, including without limitation, defects in
        materials and workmanship and supplier must provide to Big O
        certificates or other evidences of insurance coverage with coverage
        limits sufficient to cover the risks and an endorsement reflecting
        that Big O and Franchisee are named as additional insureds under the
        supplier's insurance policies; and
    
          (f)  Big O must be reasonably satisfied that the commodity is
        priced competitively.
    
   Big O's current practice is to notify the Franchisee of its approval or
   disapproval in writing as soon as practicable.  Big O may revoke its
   approval of an approved supplier at any time in its sole discretion.
    
        14.03  Inventory.  Franchisee shall at all times maintain an
   inventory of Products in such amounts and of such variety as Big O may
   reasonably require, and shall offer all Services which Big O may require.
    
        14.04  Warranties and Guaranties.  Franchisee agrees to issue and
   honor warranties and guarantees written on certain Products and Services
   sold to consumers in accordance with the terms and procedures prescribed
   in the Manual.  Any such warranty or guaranty will be offered through all
   Big O Tire Stores on a nondiscriminatory basis.  Only warranties or
   guarantees sponsored or approved by Big O may be offered or honored by
   Franchisee (other than those required by law).  Franchisee and Big O shall
   only honor warranties and guaranties on Products and Services which have
   been sold to and returned by consumers in accordance with the terms and
   procedures prescribed in the Manual.  Franchisee acknowledges that it will
   honor any and all warranties and guarantees sponsored or approved by Big O,
   regardless of where or by whom they were issued.  Franchisee shall make no
   charge to a customer for honoring such a warranty or guaranty unless the
   charge is permitted by the express terms of the warranty or guaranty or the
   then current Manual.  Big O agrees not to change or revoke any warranty or
   guaranty without giving Franchisee at least thirty (30) days prior written
   notice.  Warranties or guarantees issued prior to any such revocation or
   modification shall be honored according to their terms as interpreted in
   the Manual.
    
        14.05  Open Account Financing.  In its sole discretion, Big O may
   provide Franchisee with open account financing for some or all of the
   Products and Services it sells Franchisee.  Whether or not such credit is
   offered, Franchisee will be required to execute a security agreement and
   comply with all other requirements of Big O to secure Franchisee's
   obligations to Big O under the Franchise Agreement and perfect its
   security interest therein.  If such credit is offered, Franchisee will be
   required to execute a credit agreement and security agreement and comply
   with all other requirements of Big O to secure






                                      -74-<PAGE>


   such payments and perfect its security interest therein.  Franchisee's
   failure to comply with any credit terms set forth above shall constitute
   an event of default of this Agreement.
    
   15.     ADVERTISING, MARKETING AND PROMOTIONAL PLANS
    
        15.01  Initial Advertising.  Recognizing the value of standardized
   Advertising programs to the furtherance of the goodwill and public image
   of the Big O System, the parties agree that within the first year of
   business, Franchisee is required to spend on Initial Advertising, in
   addition to the required four percent (4%), the amount specified on the
   Summary Pages.  The exact amount to be spent on Initial Advertising shall
   be determined by the Franchisee's Local Group and will depend, in part,
   on Big O's then current presence in the market place, reputation and name
   recognition.  The amount and manner of the Initial Advertising must be
   approved in advance by Big O.  If no Local Group exists for the region
   where Franchisee's Store is located, then the amount of the Initial
   Advertising shall be agreed upon by Big O and Franchisee.
    
        15.02  National Advertising Fund.  Big O has established a National
   Advertising Fund which Big O, in its sole discretion, may decide to
   terminate at any time.  If Big O does terminate the National Advertising
   Fund, Big O, in its sole discretion, may re-establish it at any time.  Big
   O shall notify Franchisee as to the manner in which it shall function and
   the amount of contribution required of Franchisee.
    
         (a)  Not later than the Due Date, Big O or its designee must have
        received from Franchisee such amount as Big O shall designate, but
        not more than one percent (1%) of its previous month's Gross Sales,
        as a contribution to the National Advertising Fund which shall be
        maintained or approved by Big O for Big O National Advertising.  Big
        O shall limit any increase in Franchisee's contribution to the
        National Advertising Fund from any amount then currently being
        charged to one-tenth of one percent (0.1%) in any twelve (12)
        consecutive month period and an additional one-tenth of one percent
        (0.1%) for each twelve (12) consecutive months thereafter until the
        one percent (1%) limitation is reached.  Such incremental increases
        shall not be cumulative so that if Big O fails to adopt an additional
        incremental increase after any twelve (12) consecutive month period,
        the next one-tenth of one percent (0.1%) incremental increase will
        not accrue until actually adopted by Big O and shall constitute the
        maximum for the next consecutive twelve (12) months; provided,
        however, in the event Big O shall determine, in its sole judgment and
        discretion, that a special advertising circumstance or opportunity is
        available to Big O and/or its franchisees, Big O may propose to the
        Dealer Planning Board a greater increase during any consecutive
        twelve (12) month period (up to one percent (1%) limit), and if a
        majority of the members of the Dealer Planning Board agree to such
        increase, it shall be implemented by Big O, not withstanding Big O's
        limitation as to the phasing in of any increases.
    
         (b)  Big O shall, following consultation with the Dealer Planning
        Board, direct all National Advertising which is provided through the
        National Advertising Fund with sole discretion over the concepts,
        materials, and media used therein.  All National Advertising Fund
        contributions paid by Franchisee and other similarly situated Big O
        System franchisees to Big O shall be part of the National Advertising
        Fund.
    
         (c)  Franchisee understands and acknowledges that the National
        Advertising Fund is intended to maximize general public recognition
        and acceptance of the Licensed Marks for the benefit of the System as
        a whole and that Big O undertakes no obligation in administering the
        National Advertising Fund to insure that any particular franchisee
        benefits directly or pro rata from the national Advertising. 
        Franchisee agrees that the National Advertising Fund may otherwise be
        used to meet any and all costs incident to such Advertising; 
        provided that no part thereof shall be used by Big O to defray its
        general operating expenses other than (I) those reasonably allocable
        to such Advertising, or (ii) other activities reasonably related to
        the administration or direction of





                                      -75-<PAGE>


        the National Advertising Fund and its related programs.  No refund of
        contributions to the National Fund shall be due Franchisee upon
        termination or nonrenewal of this Agreement.
    
         (d)  Any part of the National Advertising Fund contributions paid to
        Big O, but not spent by Big O during Big O's fiscal year, which Big O
        may change in its sole discretion, shall remain in the National
        Advertising Fund.  Any taxes imposed on the National Advertising Fund
        shall be paid from the National Advertising Fund.
    
         (e)  The Dealer Planning Board shall have the right to review all
        expenditures of the National Advertising Fund on a regular basis.
    
        15.03  Local Fund.  Franchisee shall also contribute by the Due Date
   a minimum of four percent (4%) of its Store's Gross Sales for the previous
   month either to Big O (or as directed by Big O) or, if a Local Fund has
   been established in Franchisee's marketing area, to the Local Fund formed
   for the purpose of local advertising and operated pursuant to such
   structure and guidelines as Big O may prescribe or approve.  Franchisee
   agrees to be bound by the decisions of either Big O (or its designee) or
   its Local Group, if one has been established in Franchisee's marketing
   area, pertaining to Local Advertising, provided such decisions have been
   approved by Big O and do not violate any applicable laws.  From time to
   time, the Local Group may agree to increase the amount Franchisee is
   required to spend for Advertising, but subject to the terms of certain
   documents already effective on this Agreement's Effective Date, not by more
   than one percent (1%) of Franchisee's Gross Sales on an annual basis.
    
        15.04  Approval of Advertising.  Franchisee or the Local Group shall
   submit (through the mail, return receipt requested) to Big O for its prior
   written approval (except with respect to prices to be charged), samples of
   all marketing materials and advertising to be used by Franchisee that have
   not been prepared or previously approved in all respects by Big O or its
   designated agents.  Franchisee shall submit tear sheets, receipts, and
   other evidence of such Advertising in the manner prescribed by Big O. 
   Franchisee will not be required to submit to Big O copies of any proposed
   Advertising which has been adopted for use by the Local Group and which
   was previously approved by Big O for use by the Local Group.
    
   16.     STATEMENTS AND RECORDS
    
        16.01  Invoices.  Every sale of Products and Services from the
   Franchisee's Store shall be accurately recorded on a consecutively
   numbered invoice or in such other format as Big O may approve.  All
   invoices, whether voided or used, shall be accounted for by Franchisee.
    
        16.02  Audit.  Throughout the term of this Agreement and for two (2)
   years thereafter, Franchisee shall maintain for not less than three (3)
   years original, full, and complete records, accounts, books, data,
   licenses, and contracts which shall accurately reflect all particulars
   relating to the Franchised Business and such other statistical and other
   information or records as Big O may require.  Big O or its designated
   agent shall have the right to examine and audit such records, accounts,
   books, and data during regular business hours or at reasonable times.  If
   any such examination or audit discloses that Franchisee has understated
   its Store's Gross Sales by more than two percent (2%), Franchisee shall be
   obliged to reimburse Big O for the cost and expense of such examination or
   audit.  If Franchisee has understated any amount due Big O or any Local
   Group or Local Fund, it shall tender payment of the amount due not later
   than ten (10) days following receipt of the auditor's report, plus
   interest calculated at a rate which is the lower of eighteen percent (18%)
   per annum or the highest rate permitted by law.  If Franchisee has
   overpaid Big O or such Local Group or Local Fund, such amount will be
   credited to Franchisee against monthly royalty fees or advertising
   contributions due to Big O, the Local Group or the Local Fund beginning
   with the month following receipt of the auditor's report and continuing
   until the credit is exhausted.








                                      -76-<PAGE>


    
        16.03  Monthly Reports.  No later than the Due Date, Franchisee shall
   mail to Big O all payments of royalty fees and advertising contributions
   and monthly reports due Big O on forms prescribed by Big O, stating the
   fees or contributions due to Big O which were incurred during the
   preceding month as specified from time to time by Big O, the Gross Sales
   at the Premises for the prior month, copies of all sales tax receipts or
   returns and such other information as Big O may require, all signed and
   certified as true and correct by Franchisee or Franchisee's Operator.  Big
   O reserves the right to require such reporting to be performed and
   submitted to Big O electronically.
    
        16.04  Financial Statements.  Franchisee shall deliver to Big O, no
   later than sixty (60) days from the end of each of Franchisee's fiscal
   quarters, an unaudited profit and loss statement covering the Franchised
   Business for such quarter and a balance sheet of the Franchised Business
   as of the end of such quarter, all of which shall be certified by
   Franchisee as true and correct.  All such statements shall be prepared in
   a format which has been prescribed or approved by Big O.  In addition,
   Franchisee, as well as any guarantor(s) of this Agreement, shall, within
   thirty (30) days after request from Big O, deliver to Big O a financial
   statement, certified as correct and current, in a form which is
   satisfactory to Big O and which fairly represents the total assets and
   liabilities of Franchisee and any such guarantor(s).
    
        16.05  Management System.  Franchisee must implement any Management
   System required by Big O.  
    
        16.06  Retail Accounting Center.  The Franchisee is required to use
   some or all of the services provided by a Retail Accounting Center
   operating within the Franchisee's marketing area.  
    
    17.     COVENANTS    
    
        17.01  Noncompetition During Term.  Except for any businesses already
   operating and identified on the Summary Pages, during the term of this
   Agreement, Franchisee and any guarantor(s) hereof covenant, individually,
   not to engage in or open any business, other than as a Franchisee of the
   Big O System, which offers or sells tires, wheels, shock absorbers,
   automotive services, or other products or services which compete with Big
   O Products and Services.  The purpose of this covenant is to encourage
   Franchisee and any guarantor(s) hereof to use their best efforts to
   promote the Big O System, its Products and Services, to protect its
   Information and trade secrets, and to generate a successful business at
   the Store.
    
        17.02  Confidentiality.  During the term of this Agreement and
   thereafter, Franchisee covenants not to communicate directly or
   indirectly, divulge to or use for its benefit or the benefit of any other
   person or legal entity, any trade secrets which are proprietary to Big O
   or any Information, knowledge, or know-how deemed confidential under
   Section 13 hereof, except as permitted by Big O.  The protection granted
   hereunder shall be in addition to and not in lieu of all other protections
   for such trade secrets and confidential Information as may otherwise be
   afforded in law or in equity.
    
        17.03  No Interference with Business.  Franchisee agrees that during
   the term of this Agreement that it shall not divert or attempt to divert
   any business of or any actual customers of the Big O System to any
   competitive business, by direct or indirect inducement or otherwise.
    
        17.04  Post Termination Covenant Not to Compete.  If Franchisee
   terminates this Agreement other than in a manner prescribed by Section
   19.03 or if this Agreement is terminated for "good cause" as defined in
   Section 19.01, Franchisee and its guarantors covenant that they shall not
   directly or indirectly, for a period of two (2) years after the
   Termination Date of this Agreement, engage in any business, other than as
   a Franchisee of the Big O System, which offers or sells tires, wheels,
   shock absorbers, automotive services, or other products or services which
   compete with Big O Products and Services within a ten (10) mile radius of
   the Premises or within a ten (10) mile radius of any other Big O Store
   which was operational or under construction on the Termination Date.





                                      -77-
    <PAGE>



   If a former Franchisee or guarantor commits a breach of this Section
   17.04, the two year period shall start on the date that the former
   Franchisee or guarantor is enjoined from competing or stops competing,
   whichever is later.
    
        17.05  Survivability of Covenants.  The parties agree that each of
   the foregoing covenants shall be construed as independent of any other
   covenant or provision of this Agreement.  If all or any portion of a
   covenant in this Section 17 is held unenforceable by a court or agency
   having valid jurisdiction in an unappealed final decision to which Big O
   is a party, Franchisee expressly agrees to be bound by any lesser covenant
   imposing the maximum duty permitted by law that is subsumed within the
   terms of the covenant, as if the resulting covenant were separately stated
   in and made a part of this Section 17.  Franchisee further expressly
   agrees that the existence of any claim it may have against Big O, whether
   or not arising from this Agreement, shall not constitute a defense to the
   enforcement by Big O of the covenants in this Section 17.  The covenants
   in this Section 17 shall survive the Termination Date or Expiration Date of
   this Agreement.
    
        17.06  Modification of Covenants.  Franchisee understands and
   acknowledges that Big O shall have the right, in its sole discretion, to
   reduce the scope of any covenant set forth in this Section 17 or any
   portion hereof, without Franchisee's consent, effective immediately upon
   receipt by Franchisee of written notice thereof; and Franchisee agrees
   that it shall comply immediately with any covenant as so modified.
    
    18.     TRANSFER AND ASSIGNMENT
    
        18.01  Assignment by Big O.  This Agreement and all rights and duties
   hereunder may be freely assigned or transferred by Big O and shall be
   binding upon and inure to the benefit of Big O's successors and assigns.
    
        18.02  Right of First Refusal.  Because Big O or someone known to Big
   O may be interested in purchasing Franchisee's Franchised Business, the
   Premises, or an interest in either, if Franchisee decides to make a
   Transfer, Franchisee agrees to offer in writing to make the Transfer to
   Big O, and describe the terms under which Franchisee offers to make such a
   Transfer.  If Big O has not offered to purchase what the Franchisee has
   offered to Transfer to Big O within thirty (30) days after Big O receives
   the notice from Franchisee, Franchisee may then offer to make the Transfer
   to third parties on the same or not more favorable terms and conditions as
   were offered to Big O.  If Franchisee does not consummate the Transfer
   within six months after Franchisee gives notice of the Transfer to Big O,
   Franchisee shall not make the Transfer without again first offering to
   make the Transfer to Big O.
    
        18.03  Transfer Legend.  Franchisee understands and acknowledges that
   the rights and duties set forth in this Agreement are personal to
   Franchisee and that Big O has granted the Franchise in reliance on
   Franchisee's personal background, business skills, experience, and
   financial capacity.  It is important to Big O that Franchisee be known to
   Big O and always meet Big O's standards and requirements.  Accordingly,
   neither Franchisee nor any Shareholder shall be permitted or have the
   power, without the prior written consent of Big O, to make a Transfer.  To
   assure compliance by Franchisee with the transfer restrictions contained
   in this Section 18, all share or stock certificates of Franchisee shall at
   all times contain a legend sufficient under applicable law to constitute
   notice of the restrictions on such stock contained in this Agreement and
   to allow such restrictions to be enforceable.  Such legend shall appear in
   substantially the following form:
    
             "The sale, transfer, pledge, or hypothecation of this stock is
             restricted pursuant to the terms of Section 18 of a Franchise
             Agreement dated            between Big O Tires, Inc, and the
             issuer of these shares."
    
   Any Transfer which does not comply with the terms of this Section 18 shall
   be null and void.





                                      -78-<PAGE>


    
       18.04  Pre-Conditions to Franchisee's Assignment.  If Franchisee or
   any Shareholder desires to make a Transfer, such person or entity must
   comply with the following terms, conditions, and procedures to effectuate
   a valid Transfer:
    
          (a)  If any proposed assignment of any rights under this Agreement,
        or if any other Transfer which, when aggregated with all previous
        Transfers, would in the reasonable opinion of Big O, result in the
        transfer of effective control over the ownership and/or operation of
        the Premises or Franchisee or the Franchised Business:
    
               (I)  The transferee must apply for a Big O franchise and
             must meet all of Big O's then current standards and
             requirements for becoming a Big O franchisee (which
             standards and requirements need not be written);  and
    
               (ii)  The transferee shall execute the then current form of
             Franchise Agreement generally issued by Big O with respect to
             comparable Big O franchisees.  Such agreement shall generally
             provide for a new term equal to the term of the standard Big O
             franchise agreement then being offered, and may include, without
             limitation, different fee structures, modified Trade Areas and/or
             increased fees;
    
          (b)  Regardless of the degree of control which would be affected by
        a proposed Transfer:
    
               (I)  Franchisee shall first notify Big O in writing of any
             bona fide proposed Transfer and set forth a complete description
             of all terms and fees of the proposed Transfer in the manner
             prescribed by Big O, including the prospective transferee's
             name, address, financial qualifications, and previous five (5)
             years business experience;
    
              (ii)  Big O or its assignee may, within thirty (30) days after
             receipt of such notice, exercise the Option to purchase the
             interest being offered by Franchisee or any Shareholder;
    
              (iii)  If Big O or its assignee fails to exercise the Option to
             purchase the interest, Big O shall, within thirty (30) days
             after receipt of the notice of the Option, notify Franchisee in
             writing of its approval or disapproval of the prospective
             transferee.  Big O's approval will be granted only if the
             prospective transferee, its Shareholders, partners, and/or
             Operator:  meets Big O's then current standards for new
             franchisees, which standards need not be in writing;
             demonstrates to Big O's satisfaction that it or its Operator
             meets Big O's managerial, business, and technical standards; 
             possesses a good moral character, business reputation, and
             satisfactory credit rating;  and has the aptitude, ability, and
             financial capacity to operate the Franchised Business (as may be
             evidenced by prior related business experience or otherwise). 
             Big O reserves the right to disallow a transfer of the Premises
             (without a transfer of the Franchised Business) to a person
             which would operate a business from the Premises which sells or
             offers for sale products or services which are the same as or
             similar to those offered for sale through the Franchised
             Business;
    
               (iv)  If Big O approves the proposed transferee, Franchisee or
             the Shareholder may transfer the interest to the proposed
             transferee at a price and under terms and conditions which are
             not more favorable than the terms offered to Big O.  Big O's
             approval is conditioned upon the proposed transferee or its
             Operator having completed (to the satisfaction of Big O) the
             training program then currently required of Big O franchisees or
             Operators;
    
               (v)  Prior to the consummation of any such Transfer,
             Franchisee shall pay all amounts due to Big O and cure all other
             breaches of this Agreement and any other agreement or loan
             document it may have with Big O;

                                      -79-<PAGE>


    <PAGE>



               (vi)  Big O will, as a condition of any Transfer involving a
             change in control of Franchisee, the Store or its Assets,
             require Franchisee or Transferee to pay a transfer fee (but no
             initial franchise fee) to reimburse Big O for any expenses which
             may be incurred in its review, analysis, and preparation of any
             documentation relating to the Transfer, including legal and
             accounting fees, and additional assistance as may be requested
             by the Franchisee related to the Franchisee's resale of the
             Store.  The transfer fee will be $1,500.  In additional, if the
             Transferee requires training, the Franchisee or Transferee will
             also be charged a training fee of $3,000.  Big O shall be the
             sole arbiter of whether a change of control occurred as a result
             of a single Transfer or a group of Transfers;
    
             For any transfer of less than fifty percent (50%) of
             Franchisee's ownership, Big O will, as a condition of any
             Transfer involving less than fifty percent (50%) of Franchisee's
             ownership in the Franchise, the store or its assets, require the
             Franchisee or the transferee to pay a transfer fee (but no
             initial franchise fee) to reimburse Big O for any expenses which
             may be incurred in its review, analysis and preparation of any
             documentation relating to the Transfer, including legal and
             accounting fees and additional assistance as may be requested by
             the Franchisee related to the resale of the Store.  The transfer
             fee will be $500.  Big O shall be the sole arbiter of whether a
             change of control will occur as a result of a single Transfer or
             a group of Transfers.
    
              (vii)  Big O may require any transferor of any partnership
             interest, shares of stock, or any other interest of any kind or
             nature in Franchisee to guarantee the obligations of Transferee
             under this Agreement or under any new Franchise Agreement
             entered into between transferee and Big O;
    
              (viii)  Prior to approving a Transfer of the controlling
             interest in Franchisee, the Franchised Business, or the
             Premises, Big O may inspect Franchisee's Store and as a result
             of such inspection, Big O may prepare a "Punch List" setting
             forth the necessary repairs, maintenance, or other upgrading of
             the Store which will become a condition of Big O's approval of
             the Transfer; and
    
              (ix)  If the Franchisee acquired its interest in the Franchise
             as a Pioneer, Converter, or pursuant to a Development Agreement,
             and the Franchisee makes a Transfer of its interest within two
             (2) years of the Effective Date of this Agreement, the
             Franchisee must pay Big O as a condition of such Transfer the
             difference between the initial franchise fee paid by Franchisee
             and twenty-five thousand dollars ($25,000.00), the standard
             initial franchisee fee charged by Big O for new franchises when
             Franchisee executed this Agreement.
    
              (x)  Franchisee shall comply with all other applicable transfer
             requirements as designated in the Confidential Operating Manual
             or otherwise in writing.
    
        18.05  Death of Franchisee.  Notwithstanding any other provision in
   this Section 18, if a Survivor desires to acquire or retain the interest
   of a decedent of a Franchisee or in a Franchisee and continues to operate
   the Franchised Business pursuant to the System, the Survivor may do so
   under the terms of this Agreement subject only to:
    
         (a)  The Survivor's execution and delivery to Big O of a written
        agreement to be bound:
    
              (I)  By the terms of this Agreement;  and
    
              (ii)  By the terms of any guaranty of this Agreement;






                                      -80-
    <PAGE>



         (b)  Satisfactory completion of initial training by the Survivor,
        Survivor's Operator, or Manager and such other managerial personnel
        as Big O may designate within the time periods prescribed by Big O;
        and
    
         (c)  The Survivor's payment of all travel, lodging, food, and
        similar expenses incurred by it or its Operator or managerial
        personnel in attending the training prescribed by Section 11.02.  If
        the Survivor does not desire to acquire or retain such interest, then
        the Survivor shall have a reasonable period of time, but no more than
        six (6) months, to make a Transfer to a transferee acceptable to Big
        O subject to compliance with the procedures set forth in this Section
        18, provided, the Survivor throughout such period fulfills all duties
        of Franchisee under this Agreement.
    
        18.06  No Waiver.  Big O's consent to a Transfer hereunder shall not
   constitute a waiver of any claims Big O may have against Franchisee or the
   transferring party or Big O's right to demand exact compliance with any
   provision of this Agreement.
    
        18.07  Excepted Transfers.  The provisions of Section 18.02 and
   18.04(b)(ii) shall not apply to:  (a)  any Transfer to a spouse, parent,
   child, or sibling of Franchisee or any Shareholder; or (b) a Transfer to a
   spouse, parent, child, or sibling of Franchisee or any Shareholder which,
   in the aggregate, amounts to a Transfer of less than a controlling
   interest in Franchisee, the Franchised Business, or the Premises.
    
    19.     DEFAULT AND TERMINATION
    
        19.01  Termination by Big O.  Big O may terminate this Agreement for
   good cause, without prejudice to the enforcement of any legal or equitable
   right or remedy, immediately upon giving written notice of such
   termination and the reason or cause for the termination, and, except as
   hereinafter provided, without providing Franchisee an opportunity to cure
   the default.  Without in any way limiting the generality of the meaning of
   the term "good cause", the following occurrences shall constitute
   sufficient basis for Big O to terminate the Agreement:
    
         (a)  If Franchisee fails to pay any financial obligation pursuant to
        this Agreement including, but not limited to, payments to Big O or
        any other supplier for Products and Services, and fails to cure such
        failure to pay within five (5) days after Big O gives Franchisee a
        written notice of default;
    
         (b)  If Franchisee fails to perform or breaches any covenant,
        obligation, term, condition, warranty, or certification herein and
        fails to cure such non-compliance within thirty (30) days after Big O
        gives Franchisee written notice of default;
    
         (c)  If Franchisee fails to open the Store and commence business
        within eighteen (18) months of the Effective Date of this Agreement,
        or if Franchisee fails to commence business on such other
        Commencement Date as the parties hereto may have agreed;
    
         (d)  If Franchisee makes, or has made, any materially false
        statement or report to Big O in connection with this Agreement or the
        application therefor;
    
         (e)  If Franchisee operates the Franchised Business or uses the
        Licensed Marks in a manner contrary to or inconsistent with this
        Agreement, specifications by Big O or as stated in the Manual, and
        Franchisee fails to cure such deficiency within thirty (30) days
        after Big O gives a written notice of default;
    
         (f) If Franchisee, a Shareholder, guarantor, or transferee violates
        any transfer and assignment provision contained in Section 18 of this
        Agreement;






                                      -81-
    <PAGE>



         (g)  If Franchisee receives from Big O more than three (3) valid
        notices of default of this Agreement in the same twelve (12) month
        period, regardless of whether previous defaults have been cured;
    
         (h)  If Franchisee fails to operate or keep the Franchised Business
        open for more than five (5) consecutive business days without Big O's
        express written approval, or if Franchisee ceases to operate all or
        any part of the Franchised Business conducted under this Agreement or
        defaults under any loan, lending agreement, mortgage, deed of trust
        or lease with any party covering the Premises, and such party treats
        such act or omission as a default, and Franchisee fails to cure such
        default to the satisfaction of such party within any applicable cure
        period granted Franchisee by such party;
    
         (i)  If Franchisee or any person owning an interest in Franchisee is
        convicted of any felony or crime of moral turpitude regardless of the
        nature thereof, or any other crime or offense relating to the
        operation of the Franchised Business, or if Franchisee engages in any
        conduct which reflects materially and unfavorably upon the operation
        of the Franchised Business;
    
         (j)  If Franchisee becomes insolvent or makes a general assignment
        for the benefit of creditors, or if a petition in bankruptcy is filed
        by Franchisee, or such a petition is filed against and consented to
        by Franchisee, or if a bill in equity or other proceeding for the
        appointment of a receiver of Franchisee or other custodian for
        Franchisee's business or assets is filed and consented to by
        Franchisee, or if a receiver or other custodian permanent or
        temporary) of Franchisee's assets or property, or any part thereof,
        other than as described in Section 18.05, is appointed;
    
         (k)  If Franchisee or any guarantor(s) hereof defaults in any other
        agreement or loan document with Big O or if Franchisee defaults under
        the terms of any lease of the Premises or if Franchisee fails to
        comply with the requirements of any Local Group operating pursuant to
        standards prescribed or approved by Big O including, but not limited
        to, any requirement to pay dues or make advertising contributions,
        and such default is not cured in accordance with the terms of such
        other agreement, loan document, or lease, or the by-laws of the Local
        Group;
    
         (l)  If Franchisee fails, for a period of ten (10) days after
        notification of non-compliance, to comply with any law or regulation
        applicable to the operation of the Franchised Business;
    
         (m)  If Franchisee sells, offers for sale, or gives away at the
        Premises any products or services which have not been previously
        approved by Big O in writing, or which have been subsequently
        disapproved;
    
         (n)  If Franchisee shall have understated its Gross Sales to Big O
        on two (2) or more occasions;  or
    
         (o)  If a court of competent jurisdiction or an arbitration tribunal
        in a final and unappealed judgment determines that any significant
        amount of the payments or compensation which Franchisee has agreed to
        pay Big O pursuant to the terms hereof is unlawful, or that all or a
        significant part of Franchisee's payment obligations hereunder are
        void or voidable by Franchisee.
    
        If a different notice or cure period or good cause standard is
        prescribed by applicable law, it shall apply to a termination of the
        Franchise Agreement.
    
        Remedies to Big O.  If the Franchisee is in default and has failed to
        cure such default in a manner prescribed by the Franchise Agreement,
        in addition to the rights Big O has to terminate the








                                      -82-<PAGE>


        agreement, the Franchisee agrees to pay to Big O, among the many
        remedies available to Big O, royalties and any lost gross profits.
    
        19.02  Governing State Law.  If a different notice or cure period or
   good cause standard is prescribed by  applicable law, it shall apply to a
   termination of this Agreement.
    
        19.03  Termination by Franchisee.  Franchisee may only terminate this
   Agreement if Big O has committed a material breach of any of Big O's
   obligations under this Agreement and has failed to cure such breach within
   thirty (30) days after Franchisee has given written notice to Big O of
   such breach.
    
       19.04  Force Majeure.  Notwithstanding anything contained in this
   Agreement to the contrary, neither party shall be in default hereunder by
   reason of its delay in performance of, or failure to perform, any of its
   obligations hereunder, if such delay or failure is caused by:
    
         (a)  strikes or other labor disturbance;
    
         (b)  acts of God, or the public enemy, riots or other civil
        disturbances, fire, or flood;
    
         (c)  interference by civil or military authorities;
    
         (d)  compliance with governmental laws, rules, or regulations which
        were not in effect and could not be reasonably anticipated as of the
        date of this Agreement;
    
         (e)  delays in transportation, failure of delivery by suppliers, or
        inability to secure necessary governmental priorities for materials; or
    
         (f)  any other fault beyond its control or without its fault or
        negligence.  In any such event, the time required for performance of
        such obligation shall be the duration of the unavoidable delay.
    
    20.     POST TERMINATION OBLIGATIONS
    
        20.01  Post-Termination Obligations.  Upon the expiration or
   termination of this Agreement by any means or for any reason, Franchisee
   shall immediately:
    
         (a)  Cease to be a Franchisee of Big O and cease to operate the
        former Franchised Business under the Big O System.  Franchisee shall
        not thereafter, directly or indirectly, represent to the public that
        the former Franchised Business is or was operated or in any way
        connected with the Big O System or hold itself out as a present or
        former Franchisee of Big O;
    
         (b)  Pay all sums owing to Big O.  Upon termination for any default
        by Franchisee, such sums shall include actual and consequential
        damages, costs, and expenses incurred by Big O as a result of the
        default;
    
         (c)  Return to Big O the (I) Confidential Operating Manual, Blue II,
        any training modules or other proprietary information and supplements
        thereto and all trade secrets and confidential materials owned or
        licensed by Big O and all copies thereof other than Franchisee's copy
        of the Franchise Agreement, copies of any correspondence between the
        parties, and any other document which Franchisee reasonably needs for
        compliance with any applicable law; (ii) return or discontinue use of
        all forms, advertising matter, marks, devises, insignias, slogans,
        designs, signs, any computer systems including BOSS2 software and/or
        hardware; and (iii) discontinue the use of all copyrights, Licensed
        Marks, trade names and patents now or hereafter applied for or
        granted in connection with the operation of the Franchise.








                                      -83-
    <PAGE>



         (d)  Provide Big O, upon its request, with a complete list of any
        outstanding obligations Franchisee may have to any third parties
        including outstanding customer orders.  Big O shall have the right,
        but not the obligation, to fill any such outstanding customer orders
        generated by Franchisee and in such event, Franchisee shall
        immediately reimburse Big O or any costs or expenses incurred by Big
        O in doing so.  In addition, Big O shall have the right to cancel any
        orders placed by Franchisee for which delivery has not been made;
    
         (e)  Take such action as may be required by Big O to transfer and
        assign to Big O or its designee all telephone numbers, white and
        yellow page telephone references and advertisements, and all trade
        and similar name registrations and business licenses, and to cancel
        any interest which Franchisee may have in the same.  The Franchisor
        is hereby appointed as the Franchisee's attorney-in-fact for such
        purpose and such power, being coupled with an interest, shall be
        irrevocable;
    
         (f)  Cease to use in Advertising, or in any manner whatsoever, any
        methods, procedures, or techniques associated with the Big O System
        in which Big O has a proprietary right, title, or interest;  cease to
        use the Licensed Marks, and any other marks and indicia of operation
        associated with the Big O System and remove or change all Trade
        Dress, Products and Services, and other indicia of operation under
        the Big O System from the Premises, at Franchisee's expense and in a
        manner satisfactory to Big O.  Unless otherwise approved in writing
        by Big O, Franchisee shall return to Big O all copies of materials
        bearing the Licensed Marks;  and
    
         (g)  If during the term of Franchisee's Franchise Agreement, the
        Franchisee has made available to its customers, the ability to
        purchase Products and Services from Franchisee's Store by the use of
        the Big O credit card with American General Finance, upon termination
        the Franchisee shall cease accepting such card from any future
        customers.
    
         (h)  Franchisee shall immediately make available to Big O all
        customer lists as such was developed while a Franchisee.
    
         (I)  Strictly comply with all other provisions of this Agreement
        pertaining to post-termination obligations, including, without
        limitation, those contained in Sections 13 and 17.
    
         (j)  Any tire adjustments existing as of the Termination Date shall
        be referred to other existing LSCs, RSCs or other Stores for
        processing.  Franchisee shall receive no allowance for tire
        adjustments upon termination.
    
    
       20.02  Right to Repurchase.  Big O shall have the right, but not the
   obligation, to purchase:
    
         (a)  Some or all of the Products and Services and supplies at the
        Store and the equipment, furnishings, fixtures, or signs at the
        Premises which bear the Licensed Marks for a mutually agreed upon
        price within thirty (30) days of the Termination Date or the
        Expiration Date.
    
         (b)  If Big O elects to exercise such a right, it may offset the
        purchase price against any other amounts owed by Franchisee to Big O
        pursuant to this or any agreement or loan document.  Before
        exercising any such rights, Big O shall have the right to enter upon
        the Premises during reasonable hours to take an inventory of the
        Franchised Business.
    
        20.03  Right of First Refusal.  Upon receipt by Franchisee of an
   offer to purchase Franchisee's Products and Services, equipment, supplies,
   fixtures or signs at the Premises, Franchisee hereby grants Big O a right
   of first refusal to purchase any of such items by matching the bona fide
   monetary purchase price and payment schedule terms, less any brokerage
   commission without having to match any other non-monetary terms of the
   proposed purchase by Franchisee's buyer(s).  Franchisee must give Big O




                                      -84-<PAGE>


   written notice of any such bona fide offer.  If within thirty (30) days
   after receipt of such notice, Big O has neither exercised its right of
   first refusal nor notified Franchisee of its rejection thereof, Franchisee
   may sell such items as were covered by the offer at the expiration of the
   thirty (30) day period.
    
        20.04  De-Identification of Assets Upon Sale.  If Big O determines
   not to exercise its option to repurchase any such items, Franchisee may
   continue to sell its remaining Products and Services, equipment, supplies,
   and fixtures, but may not identify itself as a Big O Franchisee. 
   Franchisee shall otherwise abide by the terms of this Section 20.
    
    21.     INSURANCE
    
        21.01  Insurance Coverage.  Franchisee shall, at its expense and no
   later than upon the Commencement Date, procure and maintain in full force
   and effect throughout the term of this Agreement either the approved Big O
   Dealers National Insurance Program ("Program") then in effect or the types
   of insurance enumerated in this Agreement, which shall be in such
   coverages, limits and amounts as may from time to time be required by Big
   O, and which shall designate Big O, its directors, officers, employees,
   agents and other Big O designees as additional named insured(s).   Unless
   otherwise agreed to by Big O, Franchisee shall procure and maintain
   whichever limits and coverages are greater in a comparison of the
   insurance enumerated in the Manual and the insurance enumerated in the
   Program.  If the Franchisee chooses not to procure insurance pursuant to
   the Program, Franchisee shall procure the following insurance coverages,
   limits and amounts:
    
              (a)  Workers' Compensation insurance with statutory limits for
             Coverage A as prescribed by the statutes of the state of the
             Franchised Business; including Coverage B, Employers Liability,
             with limits not less than or equivalent to $500,000 each person,
             $500,000 each occurrence, and $500,000 annual aggregate;
    
              (b)  Comprehensive or Commercial General Liability insurance
             covering all operations and premises of the Franchised Business,
             including but not limited to Product Liability, Completed
             Operations Liability, Personal Injury Protection, Advertisers
             Liability, Fire Legal Liability, Medical Payments, and
             Contractual Liability, with limits not less than the equivalent
             of $2,000,000 per occurrence combined single limit for bodily
             injury and property damage;
         
              (c)  Vehicular/Automobile Liability insurance, including
             Uninsured Motorist and Medical Payments, covering owned,
             non-owned, hired, leased or other vehicles associated, directly
             or indirectly, with the Franchised Business, with limits of not
             less than the equivalent of     $1,000,000 per occurrence
             combined single limit for bodily injury and property damage;
    
              (d)  "All Risk" Property insurance covering risk of loss to
             real and personal property; including but not limited to,
             Accounts Receivable, Valuable Papers, Glass, Signs, Employees'
             Tools, Loss of Rents, and other building contents - including
             flood and earthquake coverage if appropriate for the location of
             the specific Franchised Business-for repair/replacement coverage
             and valuation of all assets.  This coverage will include
             Business Income/Extra  Expense insurance for extra expenses
             incurred and/or profits lost due to a covered, "All Risk"
             peril (Business Interruption Valuation Worksheets will be
             submitted by Franchisee to Big O annually for evaluation and
             approval).  Any coinsurance provisions should apply only to
             values reported and should have no adverse impact on claim
             settlement (an Agreed Amount Endorsement should be obtained, if
             possible);
    
              (e)  Inland Marine insurance covering all signs, tools and
             equipment, and cargo being transported by rail, motortruck, or
             other common carrier conveyances where the Franchised Business
             has title or responsibility for transported goods, with limits
             of no less than $10,000 per any one conveyance;





                                      -85-<PAGE>

              (f)  Garage Liability and Garagekeepers Legal Liability
             insurance covering all vehicle storage, garage premises and
             other operations arising out of the Franchised Business and
             non-owned use and/or operation of vehicles, with Garage
             Liability limits of not less than the equivalent of $2,000,000
             per occurrence combined single limit for bodily injury and
             property damage and Garagekeepers Legal Liability of not less
             than the equivalent of $100,000 per location;
    
              (g)  Boiler and Machinery insurance covering all real and
             personal property; including, but not limited to, pressure
             vessels, machinery, piping, tubing and other high and low
             pressurized items at the Franchised Business for the
             repair/replacement valuation of all assets.  This coverage shall
             include Business Income/Extra Expenses insurance for additional
             expenses incurred and/or profits lost;
    
              (h)  Comprehensive Fidelity/Crime insurance covering Employee
             Dishonesty with limits no less than $25,000; Forgery with limits
             no less than $10,000; Money and Securities Inside Premises with
             limits no less than $10,000; and Money and Securities Outside
             Premises with limits no less than $10,000; and 

              (I)  Commercial Umbrella Liability insurance covering all
             underlying liability insurance coverages enumerated in this
             section, with no gaps between underlying and umbrella limits or
             coverage with excess and primary limits of no less than the
             equivalent of $3,000,000 per occurrence combined single limit
             for bodily injury and property damage.

    
        21.02  Proof of Insurance.  Prior to the Commencement Date,
   Franchisee shall make timely delivery of a signed original certificate or
   certificates of all required insurance coverages to Big O, which shall
   contain the authorized agent's business name, address and phone number,
   together with a statement by the insurer that the policy will not be
   canceled or materially changed without at least thirty (30) days prior
   written notice to Big O that the alteration or cancellation is being made. 
   All insurance coverages will be underwritten by a company acceptable to
   Big O, with a Best's Rating of no less than "A-" or a financial statement
   of the insurer approved by Big O.  If Franchisee fails to purchase
   required insurance conforming to the standards prescribed by Big O, Big O
   may obtain such insurance for Franchisee, and Franchisee shall pay Big O
   the cost of such insurance plus a ten percent (10%) administrative
   surcharge.
    
        21.03  Survival of Indemnification.  The procurement and maintenance
   of the greater of the prescribed insurance coverages set forth in the
   Manual or those set forth in the Program shall not relieve Franchisee of
   any liability to Big O assumed under any indemnification requirement of
   this Agreement.
    
       If Big O deems it appropriate, the Franchisee shall, upon Big O's
   request, provide to Big O a true, complete certified copy of all, or a
   part of the Franchisee's insurance policies within 10 days of receiving
   such request.  In addition, upon Big O's request, the Franchisee shall
   provide to Big O renewal certificates of insurance, or certified insurance
   binders, for all required coverages no fewer than 10 days before the
   indicated anniversary date(s) of such insurance coverages.
    
    22.     TAXES, PERMITS, AND INDEBTEDNESS
    
        22.01  Payment of Taxes.  Franchisee shall promptly pay when due any
   and all federal, state, and local taxes including without limitation,
   unemployment and sales taxes, levied or assessed with respect to any
   Products  and Services distributed or sold pursuant to this Agreement and
   all accounts or other indebtedness of every kind incurred by Franchisee in
   the operation of the Franchised Business.
    
        22.02  Compliance with Laws.  Franchisee shall comply with all
   applicable federal, state, and local laws, rules and regulations,
   including, without limitation, environmental laws related to tire
   disposal.  Franchisee shall obtain any and all permits, certificates, and
   licenses required for the full and proper conduct of the Franchised
   Business.

                                      -86-<PAGE>

        22.03  Payment of Debts.  Franchisee hereby expressly covenants and
   agrees to accept full and sole responsibility for any and all debts and
   obligations incurred in the operation of the Franchised Business.
    
    23.     INDEMNIFICATION AND INDEPENDENT CONTRACTOR STATUS
    
        23.01  Indemnification.  Franchisee agrees to protect, defend,
   indemnify, and hold Big O and its affiliates, their directors, officers,
   shareholders, employees and agents jointly and severally, harmless from
   and against all claims, actions, proceedings, damages, costs, expenses and
   other losses (including death) and liabilities, consequently, directly or
   indirectly incurred (including, without limitation, attorneys',
   accountants' and other related fees) as a result of, arising out of, or
   connected with the operation of the Franchised Business, including,
   without limitation, the failure of Franchisee to comply with any relevant
   environmental and tire disposal laws.  Franchisee shall not, however, be
   liable for claims arising exclusively as a result of Big O's intentional
   or fraudulent acts or omissions or sole negligence.
    
       23.02  Independent Contractor.  In all dealings with third parties,
   including, without limitation, customers, employees, and suppliers,
   Franchisee shall disclose in an appropriate manner acceptable to Big O
   that it is an independent entity operating under a franchise granted by
   Big O.  Franchisee shall submit all applications and enter into all
   contracts in its designated corporate name or such other fictitious names
   which have been approved by Big O, but not in the name "Big O Tires" or in
   any other name which includes the name "Big O".  Nothing in this Agreement
   is intended by the parties hereto to create a fiduciary relationship
   between them nor to constitute Franchisee or Franchisee's employees or
   contractors as an agent, legal representative, subsidiary, joint venturer,
   partner, employee, or servant of Big O for any purpose whatsoever.  It is
   understood and agreed that Franchisee is an independent contractor and is
   in no way authorized to make any contract, warranty, or representation or
   to create or imply any obligation on behalf of Big O.
    
    24.     WRITTEN APPROVALS, WAIVERS, AND AMENDMENT
    
        24.01  Written Approval.  Whenever this Agreement requires Big O's
   prior approval, Franchisee shall make a timely written request.  Unless a
   different time period is specified in this Agreement, Big O shall respond
   with its approval or disapproval within fifteen (15) business days.
    
        24.02  Waiver.  No failure of Big O to exercise any power reserved to
   it by this Agreement and no custom or practice of the parties at variance
   with the terms hereof shall constitute a waiver of Big O's right to demand
   exact compliance with any of the terms herein.  A waiver or approval by
   Big O of any particular default by Franchisee or any other Big O
   franchisee or acceptance by Big O of any payments due hereunder shall not
   be considered a waiver or approval by Big O of any preceding or subsequent
   breach by Franchisee of any term, covenant, or condition of this
   Agreement.  Big O shall not be deemed to have waived any of its rights
   under this Agreement, including any right to receive payment in full for
   any Product or Service provided, nor shall Franchisee be deemed to have
   been excused from performance of any of its obligations pursuant to this
   Agreement, unless such waiver or excuse is written and executed by an
   authorized representative of Big O and Franchisee.
    
        24.03  Modification.  No amendment, change, or variance from this
   Agreement shall be binding upon either Big O or Franchisee except by
   mutual written agreement.  If an amendment of this Agreement is executed
   at Franchisee's request, any legal fees or costs of preparation of such
   amendment and any amendment of a franchise registration arising in
   connection therewith shall be paid by Franchisee.
    
    25.     DEALER PLANNING BOARD
    
        25.01  Dealer Planning Board.  Big O has established a Dealer
   Planning Board ("DPB"), consisting of franchisee representatives, which is
   designed to assist Big O's management in the




                                      -87-<PAGE>


   development of its strategic business plan and to advise Big O's
   management on issues of concern to Big O franchisees.  Through a
   representative elected from Franchisee's Local Group, Franchisee shall be
   represented on the DPB.
    
        25.02  Special Interest Issues.  Big O has granted the DPB the
   authority to participate with Big O's management in making policy
   decisions relating to issues in which the DPB is deemed to have a special
   interest.  The issues of "Special Interest" include:
    
          (a)  advertising policies and the creation of a National
        Advertising Fund;
    
          (b)  standards of operation;  and the implementation of new
        programs which may require the addition of new equipment and fixtures
        for the store;
    
          (c)  selection of Products and Services offered at Big O Stores; 
        and
    
          (d)  changes in the Licensed Marks anticipated to require the
        majority of franchisees to expend more than five thousand dollars
        ($5,000.00) per Store.
    
        25.03  Disapproval of Management Proposal.  With respect to those
   issues in which the DPB has a Special Interest, the DPB may, after
   consulting with the members of the Local Groups, vote to disapprove a
   proposal of Big O's management.  If, pursuant to established procedures
   which have been approved by Big O, the DPB shall disapprove a proposal of
   Big O's management, the proposal may only become effective if, following a
   presentation to the Big O policy committee by a representative of the DPB,
   Big O's policy committee votes to adopt management's proposal.
    
        25.04  Compliance with Modification.  Franchisee agrees to comply
   with any and all modifications to Big O's standards of operation,
   procedures, or other requirements adopted pursuant to the procedures
   described in this Section 25.
    
    26.     RIGHT OF OFFSET
    
       26.01  Right of Offset.  Big O shall have the right at any time before
   or after termination of this Agreement, without notice to Franchisee, to
   offset any amounts or liabilities that may be owed by the Franchisee to
   Big O against any amounts or liabilities that may be owed by Big O to
   Franchisee under this Agreement or any other agreement, loan, transaction
   or relationship between the parties.
    
    27.     ENFORCEMENT
    
       27.01  Declaratory and Injunctive Relief. Big O or its designee shall
   be entitled to obtain without bond, declarations, temporary and permanent
   injunctions, and orders of specific performance:  
    
          (a)  To enforce the provisions of this Agreement relating to:  (I) 
        Franchisee's use of the Licensed Marks;  (ii)  the obligations of
        Franchisee upon termination or expiration of this Agreement;  or 
        (iii)  the Transfer and Assignment requirements of Section 18;  or 
    
          (b)  to prohibit any act or omission by Franchisee or its employees
        that:  (I)  constitutes a violation of any applicable law or
        regulation;  (ii)  is dishonest or misleading to prospective or
        current customers or clients of businesses operated under the System; 
        (iii)  constitutes a danger to other Big O franchisees, their
        employees, customers, clients or the public; or (iv)  may impair the
        goodwill associated with the Licensed Marks.
    
        27.02  Costs of Enforcement.  If Big O secures any declaration,
   injunction or order of specific performance pursuant to Section 27.01
   hereof, if any provision of this Agreement is enforced at any time by Big
   O or if any amounts due from Franchisee to Big O are, at any time,
   collected by or through an<PAGE>


                                      -88-<PAGE>


   attorney at law or collection agency, Franchisee shall be liable to Big O
   for all costs and expenses of enforcement and collection including, but
   not limited to, court costs and reasonable attorneys' fees, including the
   fair market value of any time expended by legal counsel employed by Big O.
    
   28.     NOTICES
    
        28.01  Notices.  Any notice required to be given hereunder shall be
   in writing and shall be mailed by registered or certified mail.  Notices
   to Franchisee and Big O shall be addressed to them at their addresses as
   listed on the Summary Pages or to such other addresses as the parties may
   hereafter prescribe.  A copy of each notice to Big O shall be addressed to
   Franchisee's designated regional representative.  Any notice complying
   with the provisions hereof shall be deemed to be given on the date of
   mailing.
    
     















































                                      -89-<PAGE>


   29. GOVERNING LAW
    
        29.01  Governing Law.  This Agreement is accepted by Big O in the
   State of Colorado and shall be governed by and interpreted in accordance
   with Colorado law, which law shall prevail in the event of any conflict of
   law.  Big O and Franchisee consent to personal and subject matter
   jurisdiction and venue in Denver, Colorado.
    
        29.02  Jurisdiction.  The parties hereto agree that it is in their
   best interest to resolve disputes between them in an orderly fashion and
   in a consistent manner.  Therefore, the parties consent to the exclusive
   jurisdiction of either Colorado state courts or the United States Federal
   District Court for the District of Colorado for any litigation relating to
   this Agreement or the operation of the Franchised Business thereunder.
   Franchisor and Franchisee irrevocably constitute and appoint the persons
   designated on paragraphs 10 and 11 of the Summary Pages to be their true
   and lawful agents, to receive service of any lawful process in any civil
   litigation or proceeding arising under this Agreement, and service upon
   such agent shall have the same force and validity as if personal service
   had been obtained on the other party;  provided that notice of service and
   a copy of any process served shall be sent by registered or certified mail,
   addressed to the other party at the address specified herein.
    
   30.     SEVERABILITY AND CONSTRUCTION
    
        30.01  Severability.  Subject to Section 19.01(o), should any part of
   this Agreement, for any reason, be declared invalid by a court of
   competent jurisdiction, such decision or determination shall not affect
   the validity of any remaining portion and such remaining portion shall
   remain in force and effect as if this Agreement had been executed with the
   invalid portion eliminated; provided, however, that in the event of a
   declaration of invalidity, the provision declared invalid shall not be
   invalidated in its entirety, but shall be observed and performed by the
   parties to the extent such provision is valid and enforceable.  The
   parties hereby agree that any such provision shall be deemed to be altered
   and amended to the extent necessary to effect such validity and
   enforceability.
    
        30.02  Counterparts.  This Agreement may be executed in any number of
   counterparts, each of which when so executed and delivered shall be deemed
   an original, but such counterparts together shall constitute one and the
   same instrument.
    
        30.03  Construction.  The headings and captions contained herein are
   for the purpose of convenience and reference only and are not to be
   construed as part of this Agreement.  All terms and words used herein
   shall be construed to include the number and gender as the context of this
   Agreement may require.  The parties agree that each section of this
   Agreement shall be construed independently of any other section or
   provision of this Agreement.
    
   31.     ACKNOWLEDGEMENTS
    
        (a)  Big O acknowledges that Franchisee's principal interest in
   obtaining the Franchise granted herein is to obtain Big O private brand
   tires and a competitive source of supply for Products and Services.  Big O
   acknowledges its obligation to seek to attempt, with no obligation, to
   maintain a competitive source of supply for the benefit of its franchisees
   and to aid in the promotion of Big O Products and Services.
    
        (b)  Franchisee understands and acknowledges that the business
   licensed under this Agreement involves business risks and that
   Franchisee's volume, profit, income and success is dependent primarily
   upon Franchisee's ability as an independent business operator.
    
        (c)  Big O expressly disclaims the making of, and Franchisee
   acknowledges that it has not received from any representative of Big O,
   any warranty or guaranty, express or implied, as to the




                                      -90-<PAGE>


   obligation of Big O to provide Franchisee with any specific or sufficient
   amount of Products and Services or as to the potential volume, profit,
   income or success of the Franchised Business.
    
        (d)  Franchisee acknowledges that Big O or its agent has provided
   Franchisee with a Franchise Offering Circular not later than the earlier
   of the first personal meeting held to discuss the sale of the Franchise,
   ten (10) business days before the execution of this Agreement, or ten (10)
   business days before any payment of any consideration connected to the
   purchase of this Franchise. Franchisee further acknowledges that
   Franchisee has read such Franchise Offering Circular and understands its
   contents.
    
        (e)  Franchisee acknowledges that Big O has provided Franchisee with
   a copy of this Agreement and all related documents, fully completed, for
   at least five (5) business days prior to Franchisee's execution hereof.
    
        (f)  Franchisee acknowledges that Big O has advised it to consult
   with its own attorneys, accountants, or other advisers, that Franchisee
   has had ample opportunity to do so, and that the attorneys for Big O have
   not advised or represented Franchisee with respect to this Agreement or
   the relationship hereby created.  The name and address of Franchisee's
   adviser, if any, is set forth on the Summary Pages.
    
        (g)  Franchisee acknowledges that this Agreement, the documents
   referred to herein, the attachments hereto, and other agreements signed
   concurrently with this Agreement, if any, constitute the entire, full and
   complete Agreement between Big O and Franchisee concerning the subject
   matter hereof.  This Agreement terminates and supersedes any prior
   agreement between the parties concerning the same subject matter, and any
   oral or written representations which are inconsistent with the terms of
   this instrument and its accompanying Franchise Offering Circular.
    
        (h)  Franchisee acknowledges and recognizes that different terms and
   conditions, including different fee structure and investment requirements
   may pertain to different Big O franchises offered in the past,
   contemporaneously herewith, or in the future, and that Big O does not
   represent that all franchise agreements are or will be identical.
    
        (I)  Franchisee acknowledges that except as is specifically set forth
   in this Agreement, it is not nor is it intended to be a third party
   beneficiary of this Agreement or any other agreement or contractual
   relationship to which Big O is a party.
    
        IN WITNESS WHEREOF, the parties hereto have duly executed this
   Agreement to become effective on the date it is executed by the last of
   Franchisee or Big O.
    
                 FRANCHISEE:
    
                 By:                                          
    
                 Date:                                             
    
                 Home Address:                                
                                                              
    
                 Home Phone Number:                                
    
                 Office Address:                                   
                                                              
    
                 Office Phone Number:                                   










                                      -91-
    <PAGE>



                 Title:                                             
    
                 Attest:                                           
    
                 Title:                                            
                         (Affix Corporate Seal)
    
    
                 FRANCHISEE:
    
                 By:                                          
    
                 Date:                                             
    
                 Home Address:                                
                                                              
    
                 Home Phone Number:                                
    
                 Office Address:                                   
                                                               
                 Office Phone Number:                                   
    
                 Title:                                            
    
                 Attest:                                           
    
                 Title:                                            
                         (Affix Corporate Seal)
    
    
                 BIG O TIRES, INC.
    
                 By:                                          
    
                 Date:                                             
    
                 Title:                                            
    
                 Attest:                                           
    
                 Title:                                            
                          (Affix Corporate Seal)
    
    

























                                      -92- 
     <PAGE>



    
    
                              SCHEDULE 1
                                  TO
                          FRANCHISE AGREEMENT
                     BETWEEN BIG O TIRES, INC. AND
                                                                            
    
    
    1. The Premises of referred to in Section 2.01 of the Franchise Agreement
   shall be:
                                                              
                                                              .
    
    
    2. Legal Description of Premises:                                        
                                                              .
    
    
    3. Names(s) and address(es) of holder(s) of record fee title to Premises
   (the landlord):
    
            Name:                                                  
    
            Address:                                          
                                                              
    
    
            Name:                                                  
    
            Address:                                          
                                                              
    
    
    
            Name:                                                  
            Address:                                          
                                                              
    
    
    
    4. Description of Trade Area:
    
     




















                         Schedule 1 Franchise Agreement
                                     Page 1




                                      -93-<PAGE>



                              SCHEDULE 2
    
                        OWNERSHIP VERIFICATION
    
       1.  Name(s) and address(es) of person(s) owning interest in Franchisee
   and percentage of said person(s) interest:
    
            Name:                                                  
            Address:                                          
                                                              
    
    
            Name:                                                  
            Address:                                           
                                                               
    
    
            Name:                                                   
            Address:                                           
                                                                 
    
    
    STATE OF                    )
                                )
    COUNTY OF                   )
    
                                , being first duly sworn, says that they are
   respectively, the ________________________ and ________________________ of 
           _____________________________,  the above-named
   __________________, and execute this instrument for and in its behalf, by
   authority of its _______________________  and that they have read the
   foregoing Agreement and all Exhibits attached thereto.
    
                                                                       
                                                                       
    
    
    
                                                                       
                                                                       
    
   Subscribed and sworn to before
   me this___________________ day of
   ______________________, 19      .
    
    
                                
    Notary Public
    
    My Commission Expires:                
     











                         Schedule 2 Franchise Agreement
                                     Page 1





                                      -94-<PAGE>


                              SCHEDULE 3
    
                  GUARANTY OF FRANCHISEE'S AGREEMENT
    
        In consideration of, and as an inducement to, the execution of the
   foregoing Franchise Agreement by Big O Tires, Inc. ("Big O"), each of the
   undersigned hereby guarantees unto Big O that
   ________________________________________("Franchisee") will perform during
   the term of the Franchise Agreement each and every covenant, payment,
   agreement and undertaking on the part of Franchisee contained and set
   forth in or arising out of such Franchise Agreement.
    
             Big O, its successors and assigns, may from time to time,
   without notice to the undersigned (a) resort to the undersigned for
   payment of any of the liabilities of the Franchisee to Big O, whether or
   not Big O or its successors have resorted to any property securing any of
   the liabilities or proceeded against any of the undersigned or any party
   primarily or secondarily liable on any of the liabilities, (b) release or
   compromise any liability of the Franchisee or of any of the undersigned
   hereunder or any liability of any party or parties primarily or
   secondarily liable on any of the liabilities, and (c) extend, renew or
   credit any of the liabilities of the Franchisee to Big O for any period
   (whether or not longer than the original period); alter, amend or exchange
   any of the liabilities; or give any other form of indulgence, whether
   under the Franchise Agreement or not.
    
             The undersigned further waives presentment, demand, notice of
   dishonor, protest, nonpayment and all other notices whatsoever, including
   without limitation:  notice of acceptance hereof;  notice of all contracts
   and commitments; notice of the existence or creation of any liabilities
   under the foregoing Franchise Agreement and of the amount and terms
   thereof;  and notice of all defaults, disputes or controversies between
   Franchisee and Big O resulting from such Franchise Agreement or otherwise,
   and the settlement, compromise or adjustment thereof.
    
             The undersigned agrees to pay all expenses paid or incurred by
   Big O in attempting to enforce the foregoing Franchise Agreement and this
   Guaranty against Franchisee and against the undersigned and in attempting
   to collect any amounts due thereunder and hereunder, including reasonable
   attorneys' fees if such enforcement or collection is by or through an
   attorney-at-law.  Any waiver, extension of time or other indulgence
   granted from time to time by Big O or its agents, successors or assigns,
   with respect to the foregoing Franchise Agreement, shall in no way modify
   or amend this Guaranty, which shall be continuing, absolute, unconditional
   and irrevocable.
    
            If more than one person has executed this Guaranty, the term "the
   undersigned," as used herein shall refer to each such person, and the
   liability of each of the undersigned hereunder shall be joint and several
   and primary as sureties.
    
       IN WITNESS WHEREOF, each of the undersigned has executed this Guaranty
   under seal effective as of the date of the foregoing Franchise Agreement.
    
    
                                                                              
                                 _________________________________________
                                 Signature
    

                                 _________________________________________
                                 Date
    
                                                                              
                      
                                _________________________________________
                                Printed Name
    
                                                                              
           
                        Schedule 3 to Franchise Agreement
                                     Page 1



                                      -95-<PAGE>


    
                                                                              
                                _________________________________________
                                Home Address
    

                                _________________________________________
                                Home Telephone
    
                                                                              
                      
                                _________________________________________
                                Business Address


                                                    
                                _________________________________________
                                Business Telephone
    
















































                        Schedule 3 to Franchise Agreement
                                     Page 2



                                      -96-<PAGE>


                              SCHEDULE 4
    
                     LEASE RIDER AND MODIFICATION
    
        THIS AGREEMENT is made effective _____________________________  by
   and between_______________________________________ ("Landlord"),
   _________________________ ("Tenant"), and Big O Tires, Inc., its
   affiliates, successors and assigns ("Big O").
    
        WHEREAS, Landlord leases or will lease certain premises to Tenant at  
          _______________________________  ("Premises") under that certain
   lease agreement dated ________________________________ between Landlord
   and Tenant ("Lease");  and
    
        WHEREAS, Tenant will operate a Big O Tire Store at such Premises
   under a Franchise Agreement ("Franchise Agreement") between Tenant and Big
   O;  and
    
        WHEREAS, the parties hereto desire to provide Big O with certain
   rights in the event of default under the Lease, Franchise Agreement, or
   other franchise agreements between Tenant and Big O, if any;
    
        NOW, THEREFORE, in consideration of the sum of One ($1.00) Dollar, in
   hand paid by Big O to Landlord and to Tenant, and other good and
   sufficient consideration, the receipt and sufficiency of which are hereby
   acknowledged, the parties hereto agree as follows:
    
        1.  No act, failure to act, event, condition, non-payment or other
   occurrence ("Event") shall constitute a breach or default under the Lease
   so as to allow to Landlord any right of acceleration of obligations
   thereunder, termination, cancellation or rescission:
    
             (a)  if the Event is the non-payment of rent, unless such Event
        is not cured within ten (10) days after Notice of Default (as
        hereinafter defined) has been received by Big O;
    
             (b)  if the Event is anything other than the non-payment of
        rent, unless such Event is not cured within twenty-five (25) days
        after Notice of Default (as hereinafter defined) has been received by
        Big O, provided, however, if the Event is of such nature that it
        cannot reasonably be cured within such twenty-five (25) day period,
        then, in that case such twenty-five (25) day period shall be extended
        to a period of such length as is reasonably necessary to cure such
        Event, provided, however, such period shall be extended only so long
        as Tenant and/or Big O diligently pursues the cure of such Event.
    
             2.  Landlord agrees to accept from Big O any payment or
   performance required under the  Lease.  Nothing herein shall be construed
   as requiring Big O to make any payments or perform any obligation under
   the Lease.
    
             3.  As used herein, Notice of Default means written notice
   specifying the Event claimed and specifically describing, in each instance
   of a claimed Event, the particular Event and the cure Landlord requires,
   such Notice of Default to be mailed to Big O at:
    
            Big O Tires, Inc.
            11755 East Peakview Avenue
            Englewood, Colorado  80111
            Attention:  Vice President of Business Development
    
             4.  In the event Landlord claims that an Event has occurred, or
   in the event Big O notifies Landlord in writing that Big O is exercising a
   right to take over possession of the Premises, then, at Big O's option,





                        Schedule 4 to Franchise Agreement
                                     Page 1



                                      -97-<PAGE>


   Landlord shall accept Big O as substitute tenant under the Lease and will
   cooperate with Big O in turning actual, immediate possession of the
   Premises over to Big O.  In such case, the Lease shall remain in full
   force and effect, but with Big O as the tenant thereunder.  Big O's
   option, hereinabove granted, may be exercised only if Big O agrees to
   assume the obligations of the Tenant to Landlord under the Lease as of the
   date Franchisor or its affiliate or successor is given actual possession
   of the Premises.
    
        5.  Landlord agrees that Big O, or its affiliate or successor may
   sublet or assign the Premises to a new Big O Franchisee on the same terms
   and conditions as are contained in the Lease.
    
        6.  Tenant agrees that if Landlord claims that an Event has occurred,
   or if any material breach occurs under any Franchise Agreement between
   Tenant and Big O (whether for the Premises or not), then, Big O shall have
   the right to:
    
             (a)  immediate and actual possession of the Premises, and all
        equipment and inventory therein, which such possession Tenant agrees
        to give peaceably, and which may be otherwise obtained by Big O by
        warrant, injunction, temporary restraining order, summary process or
        such other immediate legal, summary or equitable proceeding or action
        as Big O may choose.  Tenant hereby waives any right to a jury in any
        such proceeding or action.
    
             (b)  become the Tenant under the Lease to the exclusion of the
        Tenant.
    
        7.  Tenant agrees that any default under the Lease shall constitute a
   material breach under all Franchise Agreements between Tenant and Big O,
   or its affiliates or successors.
    
        8.  Tenant and Landlord understand that Big O is entering into or has
   entered into a Franchise Agreement with Tenant for a Big O Tire Store at
   the Premises in reliance on the agreements of Tenant and Landlord as
   herein contained and that Big O, in this instance, would not have
   otherwise entered into such Franchise Agreement.
    
       IN WITNESS WHEREOF, the parties hereto have duly execute and delivered
   this agreement as of the date first above-listed.
            
                                      LANDLORD
    
    
   ____________________________        By:___________________________________
   Witness

   ____________________________        Attest:_______________________________

    
                                       (CORPORATE SEAL)











                        Schedule 4 to Franchise Agreement
                                     Page 2




                                      -98-
    
     <PAGE>





                                 TENANT

    
   ____________________________        By:___________________________________
   Unofficial Witness
    
   ____________________________        Attest:_______________________________
   Notary Public
                
                                       (CORPORATE SEAL)
    
    
                                        BIG O TIRES, INC.
    

   ____________________________        By:___________________________________
   Unofficial Witness
                                       (CORPORATE SEAL)
   ____________________________
   Notary Public
    
    

    








                                         



















                        Schedule 4 to Franchise Agreement
                                     Page 3




                                      -99-
    
    
    
     <PAGE>


                              SCHEDULE 5
    
             RIDER FOR EXISTING FRANCHISEES EXECUTING THE
              FRANCHISE AGREEMENT PRIOR TO THE EXPIRATION
               OF THEIR PRE-EXISTING FRANCHISE AGREEMENT
    
        Franchisee is the owner of a Store which is the subject of a
   franchise agreement which has not yet expired.
    
        Franchisee's execution of the attached Franchise Agreement is subject
   to the following:
    
        1.  Unless otherwise provided herein, the attached Franchise
   Agreement shall expire on the tenth anniversary of the Effective Date of
   Franchisee's attached Franchise Agreement, to wit:
   __________________________________
                                           .
        2.  Prior to the expiration of the Franchisee's present franchise
   agreement, to wit_________________, the monthly continuing services fees
   (or their functional equivalent) provided in the present franchise
   agreement shall continue to be the only such fees due to Big O.  In all
   other respects the terms of the attached Franchise Agreement shall be
   applicable as of the Effective Date of this Franchise Agreement.
    
       In Witness Whereof, the parties have set forth their signature below.
    
    
    
                       BIG O TIRES, INC.
    
    
                       By:
                          
                       Date:
                         
                       Title:
                       
                       Attest:
                      
                       Title:
                               (Affix Corporate Seal)






















                        Schedule 5 to Franchise Agreement
                                     Page 1




                                      -100-
    
    
    
       <PAGE>


                           FRANCHISEE:
    
                           By:                                     
    
                           Date:                                   
    
                           Home Address:                           
                                                                   
    
    
                           Home Phone Number:                      
    
                           Office Address:                         
    
                           Office Phone Number:                         
    
                           Title:                                  
    
                           Attest:                                 
    
                           Title:                                  
                                 (Affix Corporate Seal)
    
                           FRANCHISEE:
    
                           By:                                     
    
                           Date:                                   
    
                           Home Address:                           
                                                                   
    
                           Home Phone Number:                      
    
                           Office Address:                         
                                                                   
    
                           Office Phone Number:                         
    
                           Title:                                  
    
                           Attest:                                 
    
                           Title:                                  
                                 (Affix Corporate Seal)


















                        Schedule 5 to Franchise Agreement
                                     Page 2






                                      -101-
     <PAGE>


                              SCHEDULE 6
    
                              TRADEMARKS
    
    
       Big O is the sole and exclusive owner of the following trademarks and
   service marks:
    
    
    Trademark, Service Mark, Trade       Where      Registration   Registration
    Name or Logotype                   Registered       Number         Date  

    
    Sonic                              Principal      805,575       03/15/66
    
    Sonic Commercial                   Principal      805,578       03/15/66
    
    Super Sonic                        Principal      805,574       03/15/66
    
    Ultra Sonic                        Principal      805,577       03/15/66
    
    Winter Sonic                       Principal      805,581       03/15/66
     
    Sun Valley                         Principal      871,318       06/17/69
     
    Sonic & Design                     Principal      890,380       05/05/70
    
    Sonic                              Principal      891,936       06/02/70

    Maxima                             Principal      926,329       12/28/71
    
    Golden Sonic Power                 Principal      962,580       07/03/73
    
    Super S                            Principal      981,992       04/09/74
    
    Saxon                              Principal      982,828       04/30/74
    
    Big O                              Principal      993,415       09/24/74
    
    Big O                              Principal      994,466       10/01/74
    
    Sonic Vagabond                     Principal      996,459       10/22/74

    Sonic Sahara                       Principal    1,013,509       06/17/75
    
    Big Haul                           Principal    1,018,800       08/26/75
        
    Protectors of Safety Saxon and
    Design                             Principal    1,024,138       11/04/75
    
    Big Foot 70                        Principal    1,102,059       09/12/78
     
    Big Foot 60                        Principal    1,102,058       09/12/78
    
    Big Sur                            Principal    1,219,035       12/07/82
    
    Extra Care and Design              Principal    1,417,730       11/18/86
    
    Legacy                             Principal    1,393,967       05/20/86
    
    Aspen                              Principal    1,508,041       10/11/88
    
    Exotic                             Principal    1,511,711       11/08/88
    
    Big O Tires and Design             Principal    1,559,725       10/10/89
    

                        Schedule 6 to Franchise Agreement
                                     Page 1


                                      -102-
    <PAGE>


    
    Trademark, Service Mark, Trade       Where      Registration   Registration
    Name or Logotype                   Registered       Number         Date  


    Sonic                              Principal      805,575       03/15/66

    Sun Valley III                     Principal    1,588,734       03/27/90
    
    Big O Tires and Design             Principal    1,611,160       08/28/90
    
    Optima                             Principal   74/198,278        Pending

    Procomp & Design                   Principal   74/298,320        Pending
    
    Arapahoe                           Principal   74/271,501        Pending
    
    Hydro-Trac                         Principal   74/357,214        Pending
    
    A Reputation You Can Ride On       Principal   74/360,838        Pending
    
    Big Foot                           Principal   74/389,931        Pending
    
    Big Lift                           Principal   11386T-2669       Pending
                                                       USO
     
    Cost-U-Less                        Principal    1,952,457       01/30/96
    
    
    
    
    
                          STATE REGISTRATIONS
    
    
    Big O                                  Texas       40,967       11/01/82
    
    Big O                                  Texas       40,704       09/02/82
    
    Legacy                              Colorado       T29645       10/28/85
    
    Extra Care                          Colorado       T30670       04/22/86






















                        Schedule 6 to Franchise Agreement
                                     Page 2


                                      -103-<PAGE>

                              SCHEDULE 7
    
                            CONVERTER RIDER
    
                          AMENDMENT TO BIG O
                          FRANCHISE AGREEMENT
                             (CONVERSION)
    
        Big O TIRES, INC. ("Big O") and ____________________________________
   ("Franchisee") entered into a certain Big O Franchise Agreement
   ("Agreement") on _____________, 19_____  and desire to supplement and amend
   certain terms and conditions of such Agreement in consideration of
   Franchisee's conversion of a currently operating tire store to a Big O
   Store.  The parties therefore agree as follows:
    
       1.  The following paragraphs are hereby added to 6.03:
    
             Notwithstanding any provision herein to the contrary,
             Franchisee's obligation to comply with Big O's standards and
             specifications as are set  forth in the Manual shall be phased
             in for a period of six months from the Commencement Date of the
             Agreement in accordance with Schedule A, attached hereto and by
             this reference incorporated herein.  Franchisee will be
             permitted to use Big O's trademarks, service marks, logos and
             other identifying symbols or names, in its signage, advertising
             and otherwise, in conjunction with any other previous signage or
             identifying symbols or names for sixty (60) days from the
             Commencement Date of this Agreement, in a manner which shall be
             approved by Big O, which approval shall not be unreasonably
             withheld.  Upon expiration of such sixty day period, Franchisee
             must use Big O's   signage exclusively and remove all other
             previous signage.
    
             If Big O provides assistance to Franchisee for the purchase of
             signage or displays (by way of matching funds or other financial
             contribution) at any one or more Big O Stores operated by
             Franchisee, then, Big O, at its discretion, may retain title to
             such signage and displays.  At Big O's request, Franchisee will
             sign UCC financing statements and other documents, will take
             such other actions as reasonably requested by Big O to document
             and protect Big O's title to the same, and will not take any
             actions contrary to such title.  If Franchisee remains a Big O
             franchisee at the Big O Store or Big O Stores where such signs
             and displays are located, in good standing ten years after such
             assistance is provided and has the contractual right to continue
             as a Big O Franchisee at such Big O Store or Big O Stores for
             not less than five additional years, then Big O shall transfer
             to Franchisee title to such signs and displays at each Big O
             Store meeting such qualifications within a reasonable time after
             the end of such ten year period.
    
        2.  Section 6.05 is deleted in its entirety and the following is
        inserted in its place:
    
             6.05  Commencement of Business. The Big O Store shall be
             considered to  have commenced operation as of the Commencement
             Date of this agreement.  All modifications required to bring the
             premises into compliance with the standards and specifications
             of Big O must be completed within six (6) months of the
             Commencement Date.
    
        3.  Section 7.01(a) is hereby deleted in its entirety and the
        following is inserted in its place:
    
               (a)  Franchisee acknowledges that Big O is under no obligation
             to provide site selection assistance and Big O does not
             guarantee the


                        Schedule 7 to Franchise Agreement
                                     Page 1

                                      -104-<PAGE>


             success or profitability of the Franchisee's current site in any
             manner whatsoever.  If Franchisee leases the Premises upon which
             the Store is to be operated, Franchisee agrees to use its best
             efforts to negotiate with its landlord for execution of a
             conditional lease assignment in a form which is the same as or
             similar to the one found on Schedule 4.   

        4.  The following language shall be added to Section 7.01(b):
    
             Big O will provide Franchisee with sample blueprints for
             modification of the interior and exterior of Franchisee's
             premises, if applicable, but makes no representations or
             guarantees regarding the suitability of such blueprints for
             required modification of Franchisee's premises.
    
        5.  The following language shall be added as Section 7.03:
    
   7.03 Other Discretionary Assistance.  Big O may, in its discretion,
   offer further assistance to the Franchisee in accordance with Big O's
   conversion programs as in effect from time to time or as otherwise
   negotiated by Big O and the Franchisee.
    
        6.  Franchisee agrees to convert all other tire stores owned or
   controlled by it into Big O Stores, in the manner prescribed in Schedule
   B, attached hereto and by this reference incorporated herein.
    
        7.  The terms and conditions of this Conversion Amendment are in
   addition to or in explanation of the existing terms and conditions of the
   Agreement and shall prevail over and supersede any inconsistent terms and
   conditions thereof.
    
       Effective this _____ day of ________________, 199___.
    
    
    BIG O TIRES, INC.                     FRANCHISEE:
    
                                                              
   _______________________________        __________________________________
                                          (Print Name)   
    
    
    
    By:                                   By:                      
    
    Title:                                Title:                        
    























                        Schedule 7 to Franchise Agreement
                                     Page 2


                                      -105-
      <PAGE>