<PAGE>
                                                                   EXHIBIT 10.19

                                    AGREEMENT


         THIS AGREEMENT made at Findlay, Ohio and effective as of January 1,
2002, 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 Truck
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


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         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:

         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.

         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.


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         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.

         Cooper may from time to time grant extended payment terms to TBC, and
when such extended payment terms are granted, anticipation discounts will be
limited to a forty-five (45) day period.

         6.       FREIGHT

         (a)      All shipments are F.O.B. COOPER's factory warehouses, freight
                  collect, except as provided in (b) below. All shipments will
                  be in full truckloads and full pallet quantities.

         (b)      All shipments to Big O Distribution Centers are freight
                  prepaid. All shipments will be in full truckloads quantities
                  from COOPER's distribution centers.

         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


                                     -200-


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TBC which approval shall not be unreasonably withheld. The price for such
Blemished Tires shall be discounted twenty-five percent (25%), except for Big O
brand Blemished Tires which shall be discounted thirty percent (30%).

         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.

         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, any Big O brand radial Passenger and Light
                           Truck Tire with less than twenty-five percent (25%)
                           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



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                           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
prepaid except two shipments per calendar year of less than one thousand (1,000)
pounds may be made freight collect. TBC will advise its customers of the
foregoing freight terms. The freight expense for any shipment of less than one
thousand (1,000) pounds, in addition to the two permitted freight collect
shipments, 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:

<TABLE>
<CAPTION>
         Weight of Adjustable Tube Shipment                 Freight Chargeback
         ----------------------------------                 ------------------
         <S>                                                <C>
         1,000 pounds or more                               None

         500 to 1,000 pounds                                50%

         200 to 499 pounds                                  75%

         under 200 pounds                                   100%
</TABLE>


                                     -202-
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         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 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.


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                                    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. Cooper shall also pay to TBC a
                           seven dollar and fifty cent ($7.50) handling
                           allowance for each Big O brand New Adjustable Tire
                           returned to Cooper.

                  (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.



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         (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 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;


                                     -205-
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         (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.

         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


                                     -206-
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                  (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 seven dollars and fifty
cents ($7.50) 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.

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


                                     -207-
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         (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
documents and information COOPER has on the claim or


                                     -208-
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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


                                     -209-
<PAGE>


                  that confidential treatment will be accorded the COOPER
                  Confidential Information.

         (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


                                     -210-
<PAGE>


         This Agreement shall be effective commencing January 1, 2002, 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, 2011. 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.

         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;


                                     -211-
<PAGE>


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.

         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.


                                     -212-
<PAGE>


         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 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. J. G. Gravatt
                         Senior Vice President Marketing & Product Procurement
                         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.




                                     -213-
<PAGE>

         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.

         24.      ENTIRE AGREEMENT

         This instrument contains 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/ J. G. Gravatt               By: /s/  Lawrence C. Day
   ------------------------------       ---------------------------------
         Sr. V.P Marketing &         Title:   CEO
Title:  Product Procurement                ------------------------------
      ---------------------------    Date:    12-21-2001
                                           ------------------------------


ATTEST:                              COOPER TIRE & RUBBER COMPANY

By:   /s/ T. R. Griffith             By:  /s/  Mark F. Armstrong
    -----------------------------        --------------------------------
Title:    V.P. Marketing             Title:  President, N.A. Tire
       --------------------------           -----------------------------
                                     Date:    12-21-01
                                           ------------------------------

By:  /s/ Richard Hansen              By: /s/  D. R. Stephens
    -----------------------------       ---------------------------------
Title: V.P. - Private Brand Sales    Title:  President, Cooper Tire
       --------------------------           -----------------------------
                                     Date:   12/21/01
                                            -----------------------------


                                     -214-