Exhibit 10.13
                                                                   -------------

                                       TBC
                                   CORPORATION

                              Distributor Agreement




















                                 TBC CORPORATION

                             4770 HICKORY HILL ROAD
                  P.O. BOX 18342 MEMPHIS, TENNESSEE 38181-0342







                                      -75-


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                                 TBC CORPORATION

                              Distributor Agreement

      AGREEMENT   effective   the  date  last  set  forth  herein   between  TBC
Corporation, a Delaware corporation (hereinafter called "TBC"), P. 0. Box 18342,
Memphis, Tennessee, and the distributor (hereinafter called "Distributor") whose
name and address are set forth at the end of this Agreement.

       TBC is engaged in the business of having  manufactured,  purchasing,  and
selling tires,  tubes,  batteries and other automotive products for all types of
vehicles.  TBC sells such products to  distributors  for resale.  Distributor is
engaged in business  in,  among other  things,  the  purchase and resale of such
products.  TBC and Distributor  desire that  Distributor  purchase  Products (as
defined in this  Agreement)  from TBC for resale,  upon the terms and conditions
set forth in this Agreement.

      TBC and Distributor agree as follows:

1.   As  used  in  this  Agreement,  the  following  terms  have  the  following
     respective meanings:

      (a) "Products"  means  tires,  tubes,  batteries,   and  other  automotive
          products which TBC may from time to time in its sole discretion  offer
          for sale to Distributor.

      (b) "Assigned Products" means Products bearing the TBC trademarks or brand
          names set forth in  Schedule A, but does not mean or include any other
          Products;  in  particular,  it does not  mean or  include  similar  or
          otherwise  identical  Products  that  do  not  bear  any  of  the  TBC
          trademarks or brand names that are set forth in said Schedule.

      (c) "Territory" means the area described in Schedule B on the last page of
          this Agreement.

      (d) "Supplier" means any  manufacturer  for, or supplier to, TBC of tires,
          tubes, batteries, or other automotive products.

      (e) "Financial  Institution" means any bank or other financial institution
          with which TBC has  entered  into or is  considering  entering  into a
          credit or financial arrangement.

      (f) "TBC's  Manual"  means the manual  compiled and published by TBC under
          the title "TBC Corporation Customer Procedure Manual," a copy of which
          has been  furnished by TBC to  Distributor,  including any  amendments
          thereto, or any like manual hereafter furnished by TBC to Distributor.

      (g) "Distributor's  sales  quota"  means  the  minimum  number of units of
          Products, as determined by TBC and communicated to Distributor,  which
          Distributor shall be required to buy from TBC for any period stated by
          TBC in that connection.

      (h) "Annual  Fee"  means  $2500  per year or such  other  amount as may be
          determined by TBC's Board of Directors.

      (i) "Calendar Quarter" means each three month period commencing on January
          1, April 1, July 1, and September 1, in each year.

 2.   TBC hereby appoints Distributor and Distributor hereby accepts appointment
      as a distributor of Products in the Territory.  It is understood that each
      of the parties is  responsible  for the  operation  and success of its own
      business.

 3.   Distributor shall:

      (a) Actively  promote the sale of Products  throughout the Territory,  and
          take delivery of,  purchase and pay for all Products  ordered from TBC
          at the applicable prices and under the applicable terms of payment.

      (b) Provide a place or places of business and all necessary  facilities in
          the  Territory to perform and  discharge  Distributor's  functions and
          obligations  under this Agreement and keep the same in good, clean and
          satisfactory condition for the conduct of Distributor's business.

      (c) Purchase  from TBC and at all times  maintain in stock an inventory of
          Products in such variety and amount as, in TBC's opinion, is needed to
          meet Product sales requirements in the Territory

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      (d) Meet or exceed Distributor's sales quota.

      (e) Comply with TBC's Manual.

      (f) Supply all users of Products purchased from Distributor with a copy of
          TBC's applicable warranty with respect thereto.

      (g) Furnish  TBC  (and,  at  TBC's  request,  any  Financial  Institution)
          complete and accurate current financial reports, operating statements,
          and  other  reports  relating  to  Distributor's   business,  at  such
          intervals,  in such forms,  and containing such information as TBC may
          reasonably request.

      (h) Pay TBC the Annual Fee each year, in equal quarterly installments (pro
          rata in the case of a period  less  than a  Calendar  Quarter)  on the
          effective  date of this  Agreement  and the first day of each Calendar
          Quarter thereafter.

      (i) Not establish  or  acquire  any  places of  business for  the  sale of
          Products outside the Territory.

      (j) Refrain from using the name "TBC Corporation" or any name,  trademark,
          trade  name,  brand  name,  logo,  slogan,  label or  insignia  now or
          hereafter  owned,  adopted  or  used  by TBC  (whether  registered  or
          unregistered)  on or in connection with any place of business or other
          facility which is located  outside the Territory,  or so as to suggest
          or  indicate  that  Distributor  has any  place of  business  or other
          facility  located  outside the Territory  that is used for the sale of
          Products,  or in or as part of the trade,  corporate,  or firm name or
          style of  Distributor  or of any division,  subsidiary or affiliate of
          Distributor  or so as to identify  Distributor as the source or origin
          of Products or as affiliated in any way,  other than as a distributor,
          with TBC.

      (k) Handle all legitimate  adjustments of Products in accordance  with any
          applicable warranty, regardless of where the Products were purchased.

      (1) Properly  complete  and  promptly  return to TBC all required  Product
          registration forms.

      (m) Execute and deliver  to  TBC  such  security  agreement(s)  and  forms
          required to be filed under the  Uniform  Commercial  Code (as the same
          shall  be in  effect  in the  Territory)  or like  statute  as TBC may
          request in order to perfect and  protect  TBC's  security  interest in
          Products  owned  by  Distributor  or in its  possession,  custody,  or
          control.

      (n) Not without the prior  knowledge and consent of TBC grant to or permit
          any third  party to have any  security  interest in its  inventory  of
          Products or file or permit to be filed any Form UCC-1  or like form in
          that connection.

 4.    TBC shall:

      (a) Not  appoint  any  other  distributor  for  Assigned  Products  in the
          Territory,  except to the extent  otherwise set forth in Schedule A or
          unless in TBC's opinion Distributor is not giving or is unable to give
          adequate  coverage for Assigned  Products in the Territory or adequate
          penetration  of the  market  for  tires,  tubes,  batteries  and other
          automotive products therein.  TBC does not undertake to prevent others
          from selling Assigned Products in the Territory. TBC may sell Products
          that are similar or identical to Assigned  Products  which do not bear
          any of the TBC  trademarks  or brand  names set forth in Schedule A to
          third parties for resale in the Territory.

      (b) Publish current price lists for Products.

      (c) Notify Distributor of changes in or additions to TBC's Manual.

      (d) Comply with TBC's Manual.

      (e) Supply  Distributor  (at TBC's regular  charges  therefore)  copies of
          TBC's warranty and registration forms applicable to Products.

5.    TBC  reserves  the  right  to  change  at  any  time  the  lines,  grades,
      specifications,  or  other  characteristics  of  Products,  or  add  to or
      discontinue  the same,  or to change  Suppliers,  without  prior notice to
      Distributor.

6.    TBC reserves the right to change at any time previously  announced  prices
      or payment terms for Products without prior notice to Distributor.  Prices
      and terms on all sales to Distributor shall be those in effect at the time
      of shipment.

7.    If Distributor shall fail to pay any indebtedness to TBC promptly when due
      or if  Distributor's  financial  condition  shall at any time  seem to TBC
      inadequate  to warrant a particular  or further  extension of credit,  TBC
      may, if it so elects, with or without demand for any payments past due and
      without  prejudice  to any  other  rights  or  remedies  available  to it,
      withhold  further  shipments until all  Distributor's  indebtedness to TBC
      shall have been fully paid.

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 8.   All orders placed by Distributor shall be subject to and governed by TBC's
      Manual.

 9.   In the event of termination of this Agreement,  TBC will continue to honor
      valid warranty claims presented by Distributor,  pursuant to TBC's Manual,
      until  a date  ninety  days  after  the  date of  termination.  Thereafter
      Distributor   will  direct   customers  with  warranty   claims  to  other
      distributors of TBC.

10.   The  relationship  of  Distributor  with and to TBC under or in connection
      with this Agreement is that of an independent  contractor.  Distributor is
      in no  respect  the agent or legal  representative  of TBC  hereunder,  or
      otherwise,  and is without  right or  authority to create or assume in any
      manner any  obligation of any kind on behalf of TBC.  Distributor  assumes
      responsibility  for and  will  hold TBC  harmless  from  and  against  all
      liabilities,  claims,  demands,  actions  or  causes of action of any kind
      (including,  but not limited to,  those  resulting  from the  negligent or
      willful  acts or  omissions  of  Distributor  or its agents,  employees or
      subcontractors)  asserted against either TBC or Distributor  which are, or
      are alleged to be,  occasioned by any act or failure to act by Distributor
      or which arise in connection with the performance or nonperformance of any
      obligation  on  Distributor's  part  contained in this  Agreement or TBC's
      Manual or required by law.

11.   TBC's  obligation  to fill any order  accepted  by it shall be  subject to
      failure or delay caused by fire, accidents,  acts of God or elements,  war
      or acts of war,  strikes,  lockouts,  slowdown,  picketing  or other labor
      controversies,  sabotage,  riots,  civil commotion,  default or failure of
      carriers,  shortages of labor, inability to obtain materials or parts from
      regular  sources,  action or request  of any  government  or  governmental
      authority,  or any other  happening or  contingency  beyond the control or
      without the fault of TBC whether similar or dissimilar to the foregoing.

12.   Unless previously  extended or sooner terminated as hereinafter  provided,
      the term of this  Agreement  shall end,  without notice or other action by
      either party, on a date three years after the date last set forth below.

13.   This Agreement may be terminated as follows:

     (a) By  Distributor at any time,  with or without cause,  by giving written
         notice  of  such  termination  to TBC  specifying  the  effective  date
         thereof,  which date shall be not less than 90 days after the giving of
         such notice.

     (b) By TBC by giving  written notice of such  termination  to  Distributor,
         effective  immediately  upon the giving of such notice  to  Distributor
         or at such later date as TBC may specify in such notice,  in  the event
         of  the  occurrence  of any  of  the following  which  TBC  shall  deem
         detrimental to its interest:

          (1)     the death or incapacity of Distributor if a natural person, or
                  if  a  partnership the  death, incapacity or withdrawal of any
                  partner.

          (2)     any substantial change in the ownership, control or management
                  of Distributor;  or the transfer of a substantial  part of the
                  assets or property of Distributor.

          (3)     any  dispute,  disagreement  or  controversy  between or among
                  principals, partners, officers, or stockholders of Distributor
                  which,  in the  unrestricted  judgment of TBC,  may  adversely
                  affect the operation, management, or business of Distributor.

          (4)     failure of Distributor to pay any indebtedness to TBC when due
                  accompanied  by failure,  within 14 days after written  demand
                  therefore,  fully  to pay the  same or  provide  assurance  of
                  payment  satisfactory  to TBC; or such  evidence of  financial
                  difficulty  on  Distributor's  part  as  to  give  rise  to  a
                  reasonable  apprehension  on the part of TBC that  Distributor
                  may be unable to pay any obligations to TBC when due.

          (5)     failure by Distributor to pay any indebtedness to TBC when due
                  or to comply  within 14 days with any request by TBC  referred
                  to in Paragraph  3(g), (1), and (m); or failure by Distributor
                  to cure any other  default on its part  under  this  Agreement
                  within 28 days after being notified thereof by TBC.

          (6)     repetition   by   Distributor   of  a  failure   the  same  or
                  substantially   the  same  as  one  previously   corrected  by
                  Distributor  after having been notified thereof as provided in
                  subparagraphs (4) or (5) above.

          (7)     the material  inaccuracy of any  information  set forth in any
                  financial   statement,   claim,   report  or  other   document
                  heretofore or hereafter  furnished by Distributor to TBC or to
                  any Financial Institution.

          (8)     the  levy  of  an  attachment  or  other   distraint   against
                  Distributor  or any property of the  Distributor  which is not
                  released within 10 days.

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          (9)     the affiliation by Distributor as a distributor for, or member
                  or stockholder  of, any  corporation,  firm,  organization  or
                  group  other  than  TBC  engaged  in  whole  or in part in the
                  distribution of private brand tires, tubes, batteries,  and/or
                  other  automotive  products  involving the purchase and resale
                  thereof by Distributor.

14.   This Agreement shall terminate forthwith,  without the giving of notice or
      any other action on the part of TBC, if Distributor  ceases to function as
      a going concern,  or makes an assignment for the benefit of creditors,  or
      any  proceeding  under any federal or state  bankruptcy,  receivership  or
      insolvency  laws  is  instituted  by  or  against   Distributor,   or  the
      liquidation,  dissolution, merger, or consolidation of Distributor occurs,
      or a receiver or trustee for  Distributor or any of the assets or property
      of Distributor is appointed or applied for.

15.   The following  provisions shall govern the rights,  duties and obligations
      of the parties upon termination of this Agreement however occurring:

      (a) Termination  shall not  release or affect,  and this  Agreement  shall
          remain fully operative as to, any obligations or liabilities  incurred
          by  Distributor  prior  to the  effective  date of  such  termination;
          provided that all indebtedness of Distributor to TBC of any kind shall
          become   immediately   due  and  payable  on  the  effective  date  of
          termination,  and TBC may deduct from any sums it owes to  Distributor
          any sums owed by Distributor to TBC.

      (b) After the effective date of termination  Distributor shall discontinue
          the use in any  manner of any name,  trademark,  trade  name,  slogan,
          label,  title or insignia,  or anything else which so nearly resembles
          any of the same owned,  adopted or used by TBC as to be likely to lead
          to confusion or uncertainty  and/or make it appear that Distributor is
          a distributor of TBC or of Products.

16.   Neither TBC nor  Distributor  shall,  by reason of the termination of this
      Agreement,  be  liable to the  other  for any  damage of any kind  whether
      direct or indirect or consequential.

17.   Any  notice  or  demand  required  or  permitted  under  the terms of this
      Agreement shall be sufficiently given to either party if sent by certified
      or registered United States mail to such party at its address appearing in
      this Agreement, or at such other address as such party may have designated
      for such purpose by notice  previously  so given to the other  party.  Any
      such notice or demand given by any other means  (including  other delivery
      systems  and  facsimile  transmission)  shall be  sufficiently  given upon
      receipt.

18.   The failure of either  party to insist in any one or more  instances  upon
      performance  of  any  of the  provisions  of  this  Agreement  or to  take
      advantage  of any of its  rights  hereunder  shall not be  construed  as a
      waiver of any such  provisions or the  relinquishment  of any such rights,
      and the same shall continue and remain in full force and effect. No single
      or partial  exercise by either party of any right or remedy shall preclude
      other or further  exercise  thereof or the  exercise of any other right or
      remedy.

19.   None of  Distributor's  rights hereunder may be transferred or assigned by
      Distributor  and none of the  obligations or duties imposed on Distributor
      hereunder  may be  delegated  to another or others  without the consent in
      writing of TBC signed by an officer of TBC.

20.   This Agreement  contains the entire agreement between the parties relating
      to the  distribution  by Distributor  of Products,  and cannot be amended,
      varied or  abridged  in any manner  except by  amendment  in writing  duly
      signed by the  parties  (and,  in the case of TBC,  by an officer of TBC).
      This Agreement  supersedes any existing  arrangements  between the parties
      relating to the subject matter hereof.

21.  This  Agreement  shall be construed  according  to and the legal  relations
     between  the  parties  governed  by the  laws of the  state  of  Tennessee,
     excluding  those  relating to conflict of laws. Any action or proceeding by
     either of the parties  against the other arising out of or relating to this
     Agreement; the making, performance, nonperformance, or termination thereof;
     or any  transaction  between the parties or  obligation  of either party or
     both parties in that  connection,  may (and, in the case of any such action
     or proceeding against TBC, may only) be brought in any court located in the
     City of Memphis, Shelby County,  Tennessee, and service therein may be made
     upon any  nonresident  party at its address set forth in this  Agreement in
     accordance with the procedures provided for service upon nonresidents under
     the laws of Tennessee.


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 SCHEDULE A:   Assigned Products and Brands









 SCHEDULE B:   Territory











 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of

 ___________________

____________________________,19____.          TBC CORPORATION

 Witness:

___________________________________           By _______________________________
                                                             President
___________________________________




                                              Name and Address of Distributor*:


                                              _________________________________

                                              _________________________________

                                              _________________________________

Witness:

___________________________________           By _____________________________

___________________________________              ______________________________
                                                          Name and Title

 *State if corporation, partnership, or proprietorship: if corporation, where it
  is incorporated: _______________

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                                                                        DA/97

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