EXHIBIT 10.17
                                                                   -------------

                                    AGREEMENT
                                    ---------

         THIS  AGREEMENT  made at Findlay,  Ohio and  effective as of January 1,
1994, by and between TBC CORPORATION, a Delaware corporation, with its principal
offices  located at 4770 Hickory Hill,  Memphis,  Tennessee  38141  (hereinafter
called "TBC") and COOPER TIRE & RUBBER COMPANY, a Delaware corporation, with its
principal  offices  located  at Lima &  Western  Avenues,  Findlay,  Ohio  45840
(hereinafter called "COOPER").

                                   WITNESSETH:

         In consideration  of the mutual promises and covenants  hereinafter set
forth, the parties agree as follows:

         1.       QUANTITY
                  --------

         COOPER agrees to  manufacture  and sell,  upon the terms and subject to
the conditions  hereof, and to make shipments as provided  hereinafter,  and TBC
agrees to purchase  passenger,  light truck and medium truck tires bearing brand
names owned  and/or  controlled  by TBC and generic  brands as offered by COOPER
(individually  "Passenger  Tire(s)",  "Light  Truck  Tire(s)"  or "Medium  Track
Tire(s)",  as the case may be,  and  collectively  "Tire(s)")  and  inner  tubes
("Tubes"), in such sizes, types and quantities as agreed to by the parties.

         2.       MOLDS
                  -----
         TBC  will  furnish  all  molds,  plates  and  rings  required  for  the
production of Tires, unless otherwise agreed to in writing.  Cooper will furnish
all mold equipment required to produce Tubes.

         TBC shall be responsible for all costs involved in mold  preparation or
modification,  in those molds owned by TBC,  necessary to comply with government
laws, rules, standards and regulations.

         COOPER  shall  keep all  molds,  rings  and  plates  in good  operating
condition,  normal wear and tear excepted.  COOPER shall be responsible only for
its negligence in the use and handling of said molds,  rings and plates.  COOPER
shall insure all molds,  rings and plates  against loss by fire,  lightning  and
perils covered by extended coverage insurance and endorsements.


         3.       FORECASTS, PRODUCTION ORDERS, PRODUCTION AND SHIPMENT
                  -----------------------------------------------------
                  REPORTS
                  -------

         Any required Tire forecasts, production orders, production and shipment
reports shall be in accordance with the provisions of an operating  procedure as
agreed upon between the parties from time to time.

         The following  operating  procedures will be followed unless  otherwise
agreed to in writing:


                                     -82-


<PAGE>


         TBC and COOPER  shall agree no later than the 1st day of  September  of
each year  during the life of this  Agreement  what TBC's  estimated  production
requirements forecast will be, by size and type, for the subsequent year.

         In  addition  to the above  annual  estimated  production  requirements
forecast, TBC will provide COOPER with a ninety (90) day production requirements
forecast by size and type,  acceptable to COOPER,  updated monthly,  by the 12th
day of each month.

         It is agreed TBC will purchase all winter Passenger Tires for which TBC
requests  production  and  further  all said  Tires will be  purchased  prior to
December 15 of each calendar  year.  Should any of said Tires remain in COOPER's
inventory for which there are no instructions for shipment prior to December 31,
TBC agrees to accept transfer of title and related  invoices during December and
to pay such invoices when due.

         4.       PRICE
                  -----

         COOPER's  billing  prices to TBC for Tires and Tubes sold and purchased
hereunder  will be established by COOPER prior to the beginning of each calendar
quarter  during the life of this  Agreement  and will be firm for that  quarter.
COOPER will notify TBC of any changes in billing  prices  thirty (30) days prior
to the start of such quarter. Exhibit A is a listing of billing prices in effect
on January 1, 1994.

         From time to time,  it may be in the best  interests of both parties to
forgo a price  revision  at the start of a calendar  quarter.  In such an event,
COOPER  reserves  the right to  revise  prices  once,  at any time  during  said
quarter, upon thirty (30) days prior written notice to TBC.

         Notwithstanding  the above,  COOPER's  billing prices to TBC for winter
Passenger  Tires sold and purchased  hereunder will be established by COOPER and
will be firm for the period of May 15 - December 15 of each calendar year during
the life of this Agreement;  provided,  however,  during any other period of the
Agreement, COOPER may change the billing prices to TBC.

         5.       PAYMENT TERMS
                  -------------

         TBC agrees to pay COOPER the net billing  price for all Tires and Tubes
purchased hereunder within sixty (60) days of the date of invoice.  Anticipation
discounts  will be allowed on advanced  payments  computed  using (i) a variable
daily rate based on the prime interest rate as quoted in The Wall Street Journal
                                                         -----------------------
plus one and one-half  percent (1.5%),  (ii) the amount  prepaid,  and (iii) the
number of days paid in  advance  as  determined  by date of  receipt of funds by
COOPER.




                                      -83-

<PAGE>


         6.       FREIGHT
                  -------

         All shipments are F.O.B. COOPER's factory warehouses,  freight collect.
All shipments will be in full truckloads and full pallet quantities.

         7.       SPECIFICATIONS
                  --------------

         All specifications  used by COOPER in Tires and Tubes shall be the same
or equivalent to the  specifications  used by COOPER in the  manufacture  of the
same sizes and types of tires and inner tubes bearing COOPER-owned or controlled
trademarks, unless otherwise agreed in writing between the parties hereto.

         COOPER agrees it will notify TBC in writing of the following:

         (a)      Any  change  in  any  specification  for  Tires  and/or  Tubes
                  furnished  hereunder  which  will be, in the sole  opinion  of
                  COOPER, a significant specification change; and,

         (b)      Any  change  in  any  specification  for  Tires  and/or  Tubes
                  furnished hereunder which will, in the sole opinion of COOPER,
                  significantly  affect  the cost or  performance  of any of the
                  Tires and/or Tubes being furnished hereunder.

         8.       BLEMISHED TIRES
                  ---------------

         TBC will  purchase from COOPER those  Blemished  Tires which are raised
letter  Blemished Tires, and TBC shall have the right and option to purchase any
other  Blemished  Tires resulting from the manufacture of Tires for TBC pursuant
to  this  Agreement.  Such  Blemished  Tires  shall  meet  COOPER's  established
blemished   specifications   approved  by  TBC  which   approval  shall  not  be
unreasonably  withheld.  The price for such Blemished  Tires shall be discounted
twenty-five percent (25%).

         TBC shall not be  obligated  to purchase  (i)  nonuniform  Tires,  (ii)
tubeless Tires when  downgraded  from tubeless to tube-type,  or (iii) Blemished
Tires  for  which the  blemished  specifications  are not  approved  by TBC,  as
provided above. TBC-owned or controlled brand names or identification, excepting
the Department of Transportation  Identification  Number,  shall be removed from
such downgraded Tires prior to being sold or disposed of by COOPER.

         Notwithstanding  the above,  in the event TBC should refuse to purchase
any raised  letter  Blemished  Tires for which TBC has  approved  the  Blemished
specifications, COOPER shall have the right to sell such Blemished Tires without
removing  the  raised  letters,  provided  all  other  TBC  trademarks  or other
identification,  except the Department of Transportation  Identification Number,
are removed from such raised letter Blemished Tires.





                                      -84-


<PAGE>


         9.       ADJUSTMENTS
                  -----------
         EXCEPT AS SET FORTH HEREIN, COOPER MAKES NO OTHER WARRANTIES,  EXPRESS,
IMPLIED OR STATUTORY,  INCLUDING ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COOPER BE LIABLE TO TBC ON A
CLAIM OF ANY KIND FOR  SPECIAL,  INDIRECT OR  CONSEQUENTIAL  DAMAGES,  INCLUDING
WITHOUT  LIMITATIONS,  LOSS  OF  ANTICIPATED  PROFITS,  OR  DAMAGE  TO  BUSINESS
REPUTATION.

         (a)      Definitions
                  -----------
                  (i)      Adjustable Tires
                           ----------------
                           Adjustable  Tires  shall mean those  Tires which have
                           been  placed  in  service  and  are   adjustable   in
                           accordance  with  COOPER's   standard   practice  for
                           adjusting tires.

                  (ii)     New Adjustable Tires
                           --------------------
                           New     Adjustable     Tires     shall    mean    any
                           COOPER-manufactured  and/or sold Tire  (excepting all
                           steel Light Truck and Medium Radial Truck Tires) with
                           two-thirty-seconds inch (2/32nds") or less tread wear
                           and  is  adjustable   in  accordance   with  COOPER's
                           standard  practice for adjusting tires.  With respect
                           to all steel  Light  Truck and  Medium  Radial  Truck
                           Tires,   a  New   Adjustable   Tire  shall  mean  any
                           COOPER-manufactured and/or sold all steel Light Truck
                           and Medium Radial Truck Tire with one-thirty  seconds
                           (1/32nds")  or less tread wear and is  adjustable  in
                           accordance  with  COOPER's   standard   practice  for
                           adjusting tires.

                  (iii)    Adjustable Tubes
                           ----------------
                           Adjustable  Tubes  shall mean those  Tubes  which are
                           adjustable  in  accordance  with  COOPER's   standard
                           practice for adjusting inner tubes.

         (b)      Adjustment Practice
                  -------------------
                  TBC will adjust, initially at its expense, all Tires and Tubes
         sold hereunder.

         (c)      Adjustment Verification
                  -----------------------
                 TBC's customers shall return all Adjustable Tires and Tubes to
         locations specified by COOPER to be examined by COOPER's adjustor.

                  Any shipment of  Adjustable  Tires by a TBC customer to COOPER
         in quantities  weighing less than one thousand  (1,000) pounds shall be
         freight


                                      -85-


<PAGE>



         prepaid.  TBC will  advise its  customers  to make  all such  shipments
         freight   prepaid.  The  freight  expense  for  any  shipment  of  less
         than one  thousand  (1,000)  pounds,  if sent  freight  collect will be
         charged  to TBC.  All  shipments  of  Adjustable  Tires  in  quantities
         weighing one  thousand  (1,000)  pounds or more may be shipped  freight
         collect,  and the freight  expense for such shipments will be borne and
         paid for by COOPER.

                  Freight on shipments of Adjustable Tubes will be determined as
         follows:  If  the  Adjustable  Tubes  are  included  in a  shipment  of
         Adjustable  Tires, the provisions of the prior paragraph will apply. If
         the shipment consists entirely of Adjustable Tubes, it will be accepted
         freight collect but the customer will be charged back for freight costs
         as follows:

         Weight of Adjustable Tube Shipment           Freight Chargeback
         ----------------------------------           ------------------

                  1,000 pounds or more                         None

                  500 to 1,000 pounds                          50%

                  200 to 499 pounds                            75%

                  under 200 pounds                             100%

                  After verification by COOPER of the adjustable condition,  TBC
         shall be reimbursed in accordance with Subsection (d) below.

                  Adjustable Tires and/or Adjustable Tubes shall become COOPER's
         property,   after  verification  of  the  adjustable   condition,   for
         reclassification and disposition.

                  Such  Adjustable  Tires  shall be  reclassified  by  COOPER as
         either  being  scrap tires or used  tires.  Upon such  reclassification
         COOPER shall:

                  (i)      Render those Adjustable  Tires or  Tubes reclassified
                           to  scrap   tires  or  tubes   unusable   prior   to
                           disposition; and

                  (ii)     Brand those  Adjustable Tires  reclassified  to "used
                           tire nonadjustable" prior to resale.

                  (iii)    Allow to TBC a salable  value,  determined by COOPER,
                           for   those   tires   reclassified   to  "used   tire
                           nonadjustable."

         New  Adjustable  Tires shall be returned by TBC's  customers  to COOPER
freight collect to a location specified by COOPER.

         New Adjustable Tires shall become COOPER's property after  verification
of the adjustable  condition.  If such New Adjustable Tires are resold by COOPER
to someone other than TBC, COOPER shall remove all TBC identification  from such
New



                                      -86-


<PAGE>


Adjustable  Tires except any brand name owner  designation  in the Department of
Transportation's identification number.

         (d)      Reimbursement
                  ------------
                  (i)      Adjustable Tires
                           ----------------
                           For each annual  production  period  (calendar year),
                           COOPER agrees to reimburse TBC for  Adjustable  Tires
                           manufactured  and sold by COOPER to TBC and which are
                           submitted   to  COOPER   for   verification   of  the
                           adjustable  condition within  twenty-four (24) months
                           from the end of the calendar year of  manufacture  as
                           follows:

                                    Large Bias and Radial  Truck  Tires (20" and
                                    larger) - any adjusted over and above a four
                                    percent  (4%)   cumulative  unit  adjustment
                                    level for all such Large Truck Tires.

                                    All  Passenger  Car and  Light  Truck  Tires
                                    (Highway and Snow) - any  adjusted  over and
                                    above a two  percent  (2%)  cumulative  unit
                                    adjustment  level for all such Passenger Car
                                    and Light Truck Tires.

                           COOPER's  reimbursement  to TBC  for a Tire  adjusted
                           over and above the cumulative unit  adjustment  level
                           will  be  based   upon  the  annual   average   price
                           (excluding any applicable  Federal Excise Tax) to TBC
                           for such Tire during the production year in which the
                           Tire was produced  times the  percentage of treadwear
                           (nonskid) remaining.

                           Tires are considered one hundred  percent (100%) worn
                           when the tread depth remaining is  two-thirty-seconds
                           inch  (2/32") or less and no  reimbursement  shall be
                           made for such Tires.

                           COOPER  shall  provide TBC on a  quarterly  basis the
                           results of COOPER's adjustment verification in a form
                           mutually agreeable to both parties.

                  (ii)     New Adjustable Tires
                           --------------------
                           COOPER agrees to reimburse TBC, after verification by
                           COOPER of the adjustable  condition,  in full for all
                           New Adjustable Tires returned to locations designated
                           by COOPER,  freight collect;  provided,  however, any
                           applicable  Federal   Excise  Tax  will  be  refunded
                           only on New Adjustable Tires which have vent marks on
                           the face of the tread.



                                      -87-


<PAGE>


                  (iii)    Adjustable Tubes
                           ----------------
                           Cooper agrees to reimburse TBC, after verification by
                           Cooper of the adjustable  condition,  in full for all
                           Adjustable Tubes returned to locations  designated by
                           Cooper.

         (e)      Road Hazards
                  ------------
                  It is  expressly  understood  COOPER at no time shall have any
         obligation for Road Hazard adjustments,  or for any of those conditions
         or circumstances which have historically been considered as a basis for
         Road Hazard adjustments.

         (f)      Adjustments After Termination
                  -----------------------------
                  In the event this Agreement is terminated for any reason, then
         COOPER  shall  thenceforth  continue  its above  described  and limited
         responsibility  for  adjustments  of Adjustable  Tires,  New Adjustable
         Tires and Adjustable Tubes, but only for a period of thirty (30) months
         from and after the effective  date of  termination  of this  Agreement.
         Notwithstanding  any other term or condition  contained  herein,  after
         said thirty (30) month period,  COOPER shall have no further  liability
         or responsibility  for any adjustment  expenses or costs of any kind or
         nature  whatsoever  other  than  product  liability  as  set  forth  in
         Paragraph 12. "Product Liability."

         (g)      No Admission
                  ------------
                  It is expressly  understood  and agreed any  reimbursement  by
         COOPER,  pursuant to the foregoing,  shall not in any way be determined
         or construed as an admission or  indication  on the part of COOPER,  or
         any other party,  that said Tire or Tube is, in fact,  either defective
         in workmanship and/or material,  of poor or unmerchantable  quality, or
         in any way unfit for the use for which it was intended.

         10.      UNIFORM TIRE QUALITY GRADING, CONSUMER TIRE REGISTRATION
                  --------------------------------------------------------
                  AND DEFECT AND NONCOMPLIANCE REPORTS
                  ------------------------------------

         COOPER will perform  Uniform Tire Quality  Grading  tests for Passenger
Tires and  provide TBC the results  thereof in order to mutually  determine  and
assign Uniform Tire Quality Grades for each size and type of Passenger Tire. TBC
recognizes  and  agrees  to  perform  its  responsibilities  under 49 CFR  575.6
including, but not limited to, submission of grading information to the National
Highway  Traffic  Safety   Administration   and  the   distribution  of  grading
information to consumers.

        Consumer tire  registration  procedures  will be handled by TBC and, in
the event of a recall  pursuant  to  Section  11.,  COOPER  agrees to assume and
perform

                                      -88-


<PAGE>




any  and   all   responsibilities   of  TBC  under  49  CFR 573   ( "Defect  and
Noncompliance Reports"), provided TBC shall:

         (a)      maintain lists of purchasers;

         (b)      jointly report with COOPER defects  per agreement, pursuant to
                  Subsection 11.1(b),  to  the   National Highway Traffic Safety
                  Administration;

         (c)      jointly  report with  COOPER  nonconformities  per  agreement,
                  pursuant  to  Subsection  11.1(b),  to  motor  vehicle  safety
                  standards   to   the   National    Highway    Traffic   Safety
                  Administration;

         (d)      provide  COOPER   with   quarterly   reports  on   defect  and
                  noncompliance  notification  campaigns  for  filing  with  the
                  National Highway Traffic Safety Administration; and

         (e)      provide   COOPER   with   copies   of   communications    with
                  distributors,  dealers and  purchasers  regarding  defects and
                  noncompliance  for filing with the  National  Highway  Traffic
                  Safety Administration.

         TBC agrees to assume and  perform any and all  responsibilities  of TBC
and  COOPER  under  49  CFR  577  ("Defect  and  Noncompliance   Notification"),
including,  but not limited to, notifying purchasers and owners of defective and
noncomplying  Tires  provided,  however,  COOPER shall provide to TBC a proposed
form of the notice to be given and the parties  shall agree as to the final form
of such notice.

         11.      RECALL
                  ------
         11.1 Without  affecting any other provision  herein,  COOPER agrees, in
accordance with  Subsection  11.2, to replace for TBC, or reimburse TBC, for all
new and used Tires, including Blemished Tires, which COOPER has manufactured and
supplied to TBC under this Agreement which are:

         (a)      recalled, either in accordance with:

                  (i)      an order of the Department of  Transportation  or the
                           National   Highway   Traffic  Safety   Administration
                           validly  issued under the  provisions of the National
                           Traffic  and Motor  Vehicle  Safety  Act of 1966,  as
                           amended; or

                  (ii)     any state law; or

         (b)      recalled per  agreement  between the parties  hereto which are
                  defective in a way relating to motor  vehicle  safety or which
                  fail to conform  with the National  Traffic and Motor  Vehicle
                  Safety Act of 1966, as amended,  which  agreement shall not be
                  unreasonably withheld by either party.


                                      -89-


<PAGE>



         11.2 In the event of a recall,  as set forth above,  for those recalled
Tires returned to COOPER by TBC, COOPER, at its option, shall either:

         (a)      replace the recalled Tires freight prepaid with identical or
                  reasonably equivalent tires; or

         (b)      pay TBC the total  replacement price including freight for the
                  Tires, plus any transportation expense necessary to return the
                  recalled   Tires  from  TBC  locations  to   COOPER-designated
                  locations.

         11.3 In the event of a recall  referred to in Subsection  11.1,  COOPER
shall,  in the case of Tires which have been placed in service by consumers  and
returned as a result of the recall, pay six dollars ($6.00) per Tire replaced to
cover mounting and balancing expense.

         11.4  This  Section  11. of this  Agreement  shall  continue  in effect
following  the  termination  of this  Agreement so long as Tires made under this
Agreement  are  subject  to the recall  provisions  of any  applicable  state or
Federal law.

         12.      PRODUCT LIABILITY
                  -----------------
         COOPER agrees to hold  harmless and  indemnify TBC and undertake  TBC's
defense  from and  against  all  claims,  demands,  losses,  expenses,  damages,
recoveries and settlements approved by COOPER or judgments (including attorneys'
fees) for death,  personal  injury or property damage arising or alleged to have
arisen from or  attributable  to any defect in  workmanship  and/or  material or
COOPER design of any Tires or Tubes supplied by COOPER to TBC.

         TBC agrees to hold harmless and indemnify COOPER and undertake COOPER's
defense  from and  against  all  claims,  demands,  losses,  expenses,  damages,
recoveries and settlements approved by TBC, or judgments  (including  attorneys'
fees) for death,  personal injury or property damage arising, or alleged to have
arisen from, or attributable to:

         (a)      the  negligence  of  TBC or  any of  its  agents,  servants or
                  employees  in  connection with  any Tires or Tubes supplied by
                  COOPER to TBC;

         (b)      any  failure  to  provide   appropriate   and  adequate   user
                  instructions,  installation instructions,  labeling (excluding
                  any labeling  required to be placed on Tires by statute and/or
                  regulation  of the  United  States  or any state  therein)  or
                  warning copy;

         (c)      any  advertising,  promotional  materials or  other  items  or
                  matters related to the distribution and marketing of any Tires
                  or Tubes supplied by COOPER to TBC; and

        (d)      any unique design or specification by, or provided by, TBC.


                                      -90-


<PAGE>




         If either TBC or COOPER proposes to claim  indemnity or  reimbursement,
under the terms of this Agreement, from the other, it shall:

         (a)      give the other party reasonably prompt notice  of the pendency
                  of  any  such claim or case  after  it learns of such claim or
                  case;

         (b)      make  known  to the  other  party any material fact concerning
                  such claim or action; and

         (c)      give its  complete cooperation  to the  other party, including
                  the cooperation of its officers, agents and employees.

         The party from whom  indemnification is claimed under the terms of this
Agreement shall have the right to control the defense of such claim or case, and
it shall have the further right to settle or compromise such claim or case as it
deems advisable.

         This Section 12. shall survive the termination of this Agreement.

         13.      CONTINGENCIES
                  -------------
         Neither party to this Agreement shall be held liable or deemed to be in
default if prevented from performing the obligations of this Agreement by reason
of fire, flood, acts of God, war, riots, labor disturbances, strikes, slowdowns,
lockouts, sabotage,  embargoes,  failure of transportation,  inability to obtain
raw  material or supplies  or  equipment,  government  laws or  requirements  or
regulations, or any cause or circumstances beyond its reasonable control. In the
event of limited production due to any of the causes listed above, COOPER agrees
to  furnish  Tires or Tubes to TBC on a pro rata  basis of  remaining  available
capacity for similar sizes and types of Tires or Tubes as the case may be.

         14.      PATENTS AND TRADEMARKS
                  ----------------------
         COOPER shall  indemnify TBC from all expense  resulting from any actual
or alleged  infringement of any U.S. Letters Patent by reason of COOPER's use of
methods,  processes  of  manufacturing  materials,  machinery  or  equipment  in
connection  with the Tires  and Tubes  furnished  to TBC under  this  Agreement;
provided  TBC shall  promptly  notify  COOPER in writing of any claim or lawsuit
against TBC,  transmit to COOPER all  documents and  information  TBC has on the
claim or lawsuit,  cooperate fully in COOPER's defense of such claim or lawsuit,
and allow COOPER full authority to settle or otherwise dispose of same.

         TBC shall  indemnify  COOPER from all expense  resulting from actual or
alleged  infringement  of any U.S.  copyright or trademark  right of TBC or of a
third  party  because of  COOPER's  use of any such  trade  name,  trademark  or
information  furnished  by TBC for the Tires and Tubes,  provided  COOPER  shall
promptly notify TBC in writing  of  any  claim or lawsuit, transmit  to  TBC all


                                      -91-

<PAGE>


documents and information COOPER has on the claim or lawsuit, cooperate fully in
TBC's defense of such claim or lawsuit,  and allow TBC full  authority to settle
or otherwise dispose of same.

         15.      CONFIDENTIALITY
                  ----------------
         In connection with COOPER's manufacturing and supplying Tires and Tubes
to TBC  hereunder,  COOPER has and, from time to time,  will be furnishing  TBC,
verbally and in writing,  certain confidential and proprietary information for a
multiple range of sizes,  constructions,  designs and  applications of Tires and
Tubes and other nonpublic,  confidential  and/or  proprietary COOPER information
("COOPER  Confidential  Information").  In  consideration  of furnishing  COOPER
Confidential Information, TBC agrees:

         (a)      COOPER Confidential  Information will be kept confidential and
                  shall   not,   without  COOPER's  prior  written  consent,  be
                  disclosed  by  TBC,  its  agents or employees,  in  any manner
                  whatsoever, in whole or in part, and shall not be used by TBC,
                  its agents or employees,  other than  in connection  with  the
                  purchase of Tires and Tubes hereunder. Moreover, TBC agrees to
                  transmit  the  COOPER  Confidential  Information  only  to TBC
                  agents and employees who need to know such COOPER Confidential
                  Information for  the  purpose of  purchasing Tires  and  Tubes
                  hereunder  and  who are  informed  by TBC of  the confidential
                  nature of  the COOPER  Confidential Information;  provided, if
                  COOPER Confidential Information is provided to any agent, such
                  agent shall agree in  writing to  be  bound by  the  terms and
                  conditions  of  this  Agreement.  In  any event,  TBC shall be
                  responsible for any breach of this Agreement  by TBC's  agents
                  or employees.

         (b)      TBC will know the location of any written COOPER  Confidential
                  Information.  Any written COOPER Confidential Information will
                  be returned to COOPER  immediately  upon request.  Any written
                  COOPER   Confidential   Information  will  be  held  and  kept
                  confidential  and subject to the terms of this  Agreement,  or
                  destroyed.

         (c)      In the event TBC, or any  agent  or  employee, becomes legally
                  compelled   to  disclose  any   of  the   COOPER  Confidential
                  Information,  TBC will  provide  COOPER  with prompt notice so
                  COOPER may seek a protective order or other appropriate remedy
                  and/or waive compliance with the provisions of this Agreement.
                  In the event such  protective order  or  other  remedy  is not
                  obtained, or COOPER waives compliance  with the provisions  of
                  this Agreement, TBC and/or any agent or employee will  furnish
                  only that portion of the COOPER Confidential Information which
                  is legally required and will exercise best efforts to obtain a
                  protective   order   or   other   reliable    assurance   that
                  confidential    treatment   will   be   accorded   the  COOPER
                  Confidential Information.


                                     -92-


<PAGE>


         (d)      Notwithstanding   anything  to  the  contrary  herein,  COOPER
                  Confidential  Information may be used by TBC and its employees
                  in the ordinary course of its business.

         (e)      The above  confidentiality  obligations shall apply equally to
                  any   nonpublic,    confidential    and/or   proprietary   TBC
                  information,   including   any   pricing   information   ("TBC
                  Confidential    Information")    provided   to   COOPER.   TBC
                  Confidential  Information  may  be  used  by  COOPER  and  its
                  employees in the ordinary course of its business.

         Both  parties  to  this  Agreement   acknowledge   that  maintaining  a
reputation  for quality  products and  services is an important  aspect of doing
business in the tire and inner tube industries.  Accordingly, both parties agree
not to make any public or private  disclosures  concerning the nonperformance of
either party under the terms of this  Agreement  without the  expressed  written
consent of the other party.

         16.      NOTIFICATION OF SIGNIFICANT EVENTS
                  ----------------------------------
         Each  party  shall  notify  the  other  of the  occurrence  of,  or the
reasonable  anticipation  of the  occurrence  of, any of the  following  events;
provided the  notifying  party is not barred from doing so by either  applicable
law or the  necessity of obtaining the consent of a third party  (including  any
parent or subsidiary  corporation)  and in the event a third party's  consent is
required,  the  notifying  party  shall make a good  faith  effort to obtain the
consent of such third party to so notify of:

         (a)      a change in ownership;

         (b)      a  transfer  of  business which  would  materially affect this
                  Agreement;

         (c)      a merger, acquisition or consolidation; or

         (d)      any other  significant  alterations  in  the  organization  or
                  operation of the notifying party's business.

         17.      TERM AND TERMINATION
                  --------------------
         17.1     Term
                  ----
         This Agreement shall be effective commencing January 1, 1994, and shall
continue  thereafter  until  such time as  either  party  gives the other  party
written notice of its intent to terminate  this  Agreement;  provided,  however,
neither  party shall be  permitted to give such notice of  termination  prior to
June 30, 2003. During the period from receipt of the notice of termination until
the effective date of termination, TBC will continue to purchase under the terms
of this  Agreement  and COOPER will  continue to supply TBC's  requirements  for
Tires under the terms of this Agreement.

                                     -93-


<PAGE>


         17.2     Termination for Breach
                  ----------------------
         In the event COOPER shall default in the  performance of any obligation
to be performed by it under this  Agreement and said default shall not have been
remedied within one hundred twenty (120) days after written notice thereof,  TBC
may (a) terminate this Agreement by written notice to COOPER,  which termination
shall be effective upon receipt by COOPER of said notice;  (b) cancel any or all
outstanding  orders  and/or  shipping  instructions;  and/or  (c) elect to cease
purchasing  any or all Tires and  Tubes.  In the event TBC shall  default in the
performance  of any  obligation  to be performed by it under this  Agreement and
said default  shall not have been  remedied  within (a) thirty (30) days, in the
case of payment  obligations which are not the subject of a dispute,  or (b) one
hundred twenty (120) days, in the case of other obligations after written notice
thereof,  COOPER may terminate  this  Agreement by written  notice to TBC, which
termination  shall be effective  upon receipt by TBC of said notice.  The rights
and  remedies  contained in this Section 17.2 are in addition to and not in lieu
of any other rights and  remedies  which may be available to either party in the
event of breach by the other.

         17.3     Termination for Insolvency, or Bankruptcy
                  -----------------------------------------
         If (a) a  voluntary  petition  in  bankruptcy  shall be filed by either
party,  or (b) an  involuntary  petition  in  bankruptcy  or  petition  alleging
insolvency or inability to pay debts when due in the ordinary course of business
shall be filed  against  either  party and not be dismissed  within  thirty (30)
days,  or (c) a receiver  shall be appointed  for the assets of either party and
not be  dismissed  within  thirty (30) days,  or (d) either  party shall make an
assignment  for the benefit of creditors,  shall become  insolvent,  or shall be
unable to pay its debts when due in the ordinary  course of business,  the other
party shall,  to the extent  permitted by law, have the right to terminate  this
Agreement upon notice to the party so affected.

         17.4     Termination for Adverse Events
                  ------------------------------
         Notwithstanding   any  other  term  or  condition   contained  in  this
Agreement,  either party may, at its sole option,  terminate this Agreement upon
written  notice of  termination  to the other party upon the  occurrence  of any
event which would adversely and materially  affect the other party's security or
materially increase such other party's financial risk; provided, however, should
COOPER give notice to TBC pursuant  hereto,  termination will not occur and this
Agreement  will  continue if TBC within ten (10) days of such  notice,  (i) pays
COOPER all monies  owing  COOPER,  whether  due or not,  and (ii)  agrees to pay
COOPER for future orders hereunder on a cash with order basis.

         17.5     Termination Inventory
                  ---------------------
         Should this  Agreement be  terminated  (i) due to TBC's failure to make
its payment  obligations,  or (ii) as provided  pursuant to Section 17.3, COOPER
may dispose of all Tires in process or in inventory at its discretion.



                                    -94-


<PAGE>


         In the event of any  termination  by either party for any other reason,
pursuant to this Section 17., TBC will immediately purchase, accept delivery of,
and pay for all Tires  produced by COOPER prior to the date of such  termination
against TBC's firm order at the prices then in effect.

          It is specifically  agreed TBC may purchase, on a C.O.D. basis, any or
all Tires  produced by COOPER in excess of the number it is required to purchase
under the above provisions of this Section 17. at the prices then in effect, and
any remaining Tires may be sold or disposed of by COOPER.

         18.      SURVIVAL OF OBLIGATIONS
                  -----------------------
         All obligations of either party  pertaining to payment,  reimbursement,
warranty, adjustment, recall and indemnity, and all obligations hereunder which,
by the terms of this Agreement, arise at or after termination, shall survive any
termination of this Agreement as provided in the applicable section(s) hereof or
for the duration of the applicable statute of limitations, whichever is shorter.

         19.      WAIVER
                  ------
         Waiver  by TBC  or  COOPER  of any  breach  of  any  of the  terms  and
conditions contained herein shall not be construed as a waiver of any other term
or condition  hereof or of any other breach  hereunder or any continuing  breach
hereunder.

         20.      MODIFICATION, ASSIGNMENT and CONTINUATION
                  -----------------------------------------
         Any  modification  or  change  in this  Agreement  can be made  only in
writing  signed by the  parties  hereto.  Neither  party shall have the right to
assign this  Agreement  without the prior  written  consent of the other  party.
Notwithstanding  the above,  COOPER  shall review in good faith any TBC proposed
assignment, or partial assignment, of this Agreement.

         Specific  elements  of  consideration  for a good  faith  review  shall
include, but not be limited to:

         (a)      continuation of the tire wholesaling business;

         (b)      impairment of overall credit-worthiness;

         (c)      merchandising strategy and customer service; and

         (d)      restructuring within the current ownership framework.

         Both parties to this  Agreement  acknowledge  a general  evaluation  of
business practices,  reputation, integrity and credit-worthiness was an integral
part of the  decision  to enter  into  this  Agreement.  In the  event  all or a
majority of the stock of TBC is acquired by a third party without COOPER's prior
written

                                     -95-


<PAGE>

consent,  COOPER shall have the option of terminating this Agreement upon giving
such third party not less than one hundred  eighty (180) days written  notice of
COOPER's intent to terminate this Agreement, provided such notice shall be given
within ninety (90) days of the date TBC provides  COOPER  written  notice of the
completion of such sale.  Upon the receipt of such notice from TBC, COOPER shall
have the right to review and modify,  in COOPER's  sole  discretion,  the credit
terms in effect for TBC prior to the consummation of the sale.

         21.      NOTICES
                  --------
         Notices  and other  communications,  required or  permitted  hereunder,
shall be  sufficiently  given,  if in writing and when sent,  by  registered  or
certified United States mail, postage prepaid, addressed as follows:

                  If to COOPER:   President, The Cooper Tire Company
                                  COOPER TIRE & RUBBER COMPANY
                                  Lima & Western Avenues
                                  Findlay, Ohio 45840

                  If to TBC:      Mr. B. M. Hubbard
                                  Senior Vice President Purchasing & Engineering

                                  TBC CORPORATION
                                  4770 Hickory Hill
                                  P.O. Box 18342
                                  Memphis, Tennessee 38141

or to such other  address as either party  hereto shall  furnish to the other in
writing.

         22.      PROHIBITED CLAUSE
                  -----------------
         In the event any clause,  or portion of a clause,  of this Agreement is
finally  determined by a court of competent  jurisdiction,  from which an appeal
either  cannot be taken or is not taken,  to be in violation  of any  applicable
Federal,  state or local law, all other  clauses or portions of a clause of this
Agreement shall  nevertheless  remain in full force and effect to the extent not
clearly prohibited by applicable Federal, state or local law.

         23.      CAPTION AND SECTION AND SUBSECTION HEADINGS
                  --------------------------------------------
         The caption and section  and  subsection  headings  used herein are for
convenience only and shall not be deemed part of this Agreement and shall not in
any way  restrict  or  modify  the  context  and  substance  of any  section  or
subsection hereof.

                                     -96-


<PAGE>


         24.      ENTIRE AGREEMENT
                  ----------------
         This instrument and Exhibit A contain the entire agreement  between the
parties hereto regarding the matters contained herein.

         25.      GOVERNING LAW
                  -------------
          This Agreement shall be construed under the laws of the State of Ohio.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  by their duly  authorized  officers as of the day and year first above
written.

ATTEST:                                TBC CORPORATION


By: /s/ Jo Miller                      By: /s/ LOUIS S. DiPASQUA
   ----------------------------           ---------------------------------

                                       Title: President/COO
                                             ------------------------------

Title: Assistant Secretary             Date: April 25, 1994
      -------------------------             -------------------------------


ATTEST:                                COOPER TIRE & RUBBER COMPANY


By: /s/ P. G. Weaver                   By: /s/ P. W. ROONEY
   ----------------------------           ---------------------------------

                                       Title: President
                                             ------------------------------

Title: Tire Div. Controllor            Date: April 25, 1994
      -------------------------              ------------------------------

                                       By: /s/ W. C. HATTENDORF
                                          ---------------------------------

                                       Title: Treasurer
                                              -----------------------------

                                       Date: April 25, 1994
                                             ------------------------------
















                                      -97-


<PAGE>