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                                                                 EXHIBIT 10.2.12

                             MERCEDES-BENZ USA, INC.

                                  Mercedes-Benz
                         Light Truck Retailer Agreement

                                Table of Contents
                                -----------------

RETAILER AGREEMENT                                                      Page
                                                                        ----
     MERCEDES-BENZ STATEMENT OF COMMITMENT                               (i)

     A.   APPOINTMENT OF RETAILER                                       (ii)
     B.   TERM                                                          (ii)
     C.   ADDITIONAL PROVISIONS                                         (ii)
     D.   RETAILER OWNERSHIP                                            (ii)
     E.   RETAILER MANAGEMENT                                           (ii)
     F.   MERCEDES-BENZ CENTER FACILITIES                              (iii)
     G.   MERCEDES-BENZ PARTNERSHIP GROUPS                             (iii)
     H.   MODIFICATION OF AGREEMENT                                     (iv)
     I.   EXECUTION OF AGREEMENT                                        (iv)
     J.   MUTUAL RELEASE                                                (iv)
     K.   CERTIFICATION                                                 (iv)

     FINAL PARAGRAPH                                                     (V)

STANDARD PROVISIONS

I.   ACQUISITION, DELIVERY AND INVENTORY OF MERCEDES-
     BENZ LIGHT TRUCK PRODUCTS                                             1

     A.   PRICES AND TERMS OF SALE                                         1
     B.   AVAILABILITY AND ALLOCATION OF PRODUCTS                          1
     C.   DELIVERY OF PRODUCTS                                             1
     D.   PASSAGE OF TITLE                                                 1
     E.   RISK OF DAMAGE OR LOSS                                           2
     F.   DELAY OR FAILURE OF DELIVERY                                     2
     G.   DIVERSION AND STORAGE CHARGES                                    2
     H.   SECURITY INTEREST                                                2

          1.   Grant of Security Interest                                  2
          2.   Default in Payment                                          3
          3.   Assembly of Collateral, Payment of Costs and Notices        3
          4.   Recording and Further Assurances                            3
          5.   Records and Schedules of Inventory                          3




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     I.   CHANGES OF DESIGN, SPECIFICATIONS OR OPTIONS                     4
     J.   DISCONTINUANCE OF MANUFACTURE OR
            IMPORTATION                                                    4
     K.   MINIMUM VEHICLE INVENTORIES                                      4
     L.   PRODUCT MODIFICATIONS                                            4

II.  RETAILER'S MARKETING AND SALES OF MERCEDES-
     BENZ LIGHT TRUCK PRODUCTS                                             4

     A.   RETAILER'S GENERAL RESPONSIBILITIES                              4
     B.   EXPORT POLICY                                                    5
     C.   MERCEDES-BENZ RETAILER ASSOCIATION                               5
     D.   AREA OF INFLUENCE                                                6
     E.   EVALUATION OF RETAILER'S MARKETING AND
          SALES PERFORMANCE                                                6

III. RETAILER'S SERVICE OBLIGATIONS                                        6

     A.   CLIENT SERVICE STANDARDS                                         6
     B.   RETAILER'S SPECIFIC SERVICE OBLIGATIONS                          7

          1.   Pre-Delivery Inspections and Service                        7
          2.   Warranty Repairs and Policy Service                         7
          3.   Service Campaign Inspections and Corrections                7
          4.   Roadside Assistance Program                                 8

     C.   USE OF PARTS AND ACCESSORIES IN
          NON-WARRANTY SERVICE                                             8

          1.   Quality Standards                                           8
          2.   Retailer's Disclosures as to Use of and
               Warranties for Non-Genuine Parts and Accessories            8

     D.   COMPLIANCE WITH SAFETY AND EMISSION
          CONTROL REQUIREMENTS                                             9

     E.   COMPLIANCE WITH CONSUMER PROTECTION
          STATUTES, RULES AND REGULATIONS                                  9

IV.  RETAILER'S SERVICE AND PARTS ORGANIZATION                             9

     A.   ORGANIZATION AND STANDARDS                                       9
     B.   SERVICE EQUIPMENT AND SPECIAL TOOLS                             10
     C.   PARTS STOCKING LEVEL                                            10
     D.   AFTER HOURS DELIVERY                                            10
     E.   ASSISTANCE PROVIDED BY MBUSA                                    10




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          1.   Service Manuals and Materials                              10
          2.   Field Personnel Assistance                                 10

     F.   EVALUATION OF RETAILER'S SERVICE
          AND PARTS PERFORMANCE                                           11

     G.   ADDITIONAL FACILITIES OR LOCATIONS                              11

V.   CLIENT SATISFACTION RESPONSIBILITIES                                 11

     A.   RETAILER'S CLIENT SATISFACTION
          OBLIGATIONS                                                     11

          1.   Retailer's Client Satisfaction Plan                        11
          2.   Employee Training                                          12
          3.   Client Assistance Response System                          12

     B.   EVALUATION OF RETAILER'S CLIENT
          SATISFACTION PERFORMANCE                                        12

VI.  MERCEDES-BENZ CENTER FACILITIES AND
     IDENTIFICATION                                                       12

     A.   LOCATION AND FACILITIES                                         12
     B.   CHANGES AND ADDITIONS                                           13
     C.   RETAILER'S OPERATING HOURS                                      13
     D.   CORPORATE IDENTITY                                              14
     E.   EVALUATION OF MERCEDES-BENZ CENTER
          FACILITIES                                                      14
     F.   OWNERSHIP AND USE OF MERCEDES-BENZ MARKS                        14

          1.   Validity and Exclusive Ownership of
               Mercedes-Benz Marks                                        14
          2.   Use by Retailer                                            14
          3.   Discontinuance of Use                                      15
          4.   Enforcement                                                15

VII. WARRANTIES                                                           15

VIII.CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS                         16

     A.   NET WORKING CAPITAL                                             16
     B.   FLOORING AND LINES OF CREDIT                                    16
     C.   PAYMENT TERMS                                                   16
     D.   UNIFORM ACCOUNTING SYSTEM                                       17
     E.   RECORDS MAINTENANCE                                             17

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     F.   EXAMINATION OF MERCEDES-BENZ CENTER
          ACCOUNTS AND RECORDS                                            17
     G.   TAXES                                                           18
     H.   CONFIDENTIALITY                                                 18
     I.   MERCEDES-BENZ RETAILER COMMUNICATIONS
          SYSTEM AND PROPRIETARY MANUFACTURER
          SYSTEMS                                                         18
     J.   SALES REPORTING                                                 18

IX.  TRANSFERS                                                            19

     A.   SALE OF ASSETS OR OWNERSHIP INTEREST                            19
     B.   RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE                    19

          1.      Rights Granted                                          19
          2.      Exercise of MBUSA'S Rights                              20
          3.      Right of First Refusal                                  20
          4.      Option to Purchase                                      21
          S.      Retailer's Obligations                                  21

X.   SUCESSION RIGHTS UPON DEATH OR INCAPACITY                            22

     A.   SUCCESSION TO OWNERSHIP AFTER DEATH OF
          OWNER                                                           22
     B.   INCAPACITY OF OWNER                                             23
     C.   NOMINATION OF SUCCESSOR PRIOR TO DEATH
          OR INCAPACITY OF OWNER                                          23

XI.  TERMINATION                                                          24

     A.   VOLUNTARY TERMINATION BY RETAILER                               24
     B.   TERMINATION FOR CAUSE                                           24

          1.   Immediate Termination                                      24
          2.   Termination Upon Sixty Days Notice                         26
          3.   Termination for Failure of Performance                     27
          4.   Termination Upon Death or Incapacity                       27

     C.   TERMINATION UPON TERMINATION OF
          DISTRIBUTORSHIP                                                 27
     D.   TERMINATION FOR FAILURE OF MBUSA TO BE
          LICENSED                                                        27
     E.   TERMINATION UPON OFFERING TO ENTER INTO A
          NEW OR AMENDED LIGHT TRUCK RETAILER
          AGREEMENT                                                       28
     F.   NOTICE OF TERMINATION                                           28


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     G.   CONTINUANCE OF BUSINESS RELATIONS                               28
     H.   REPURCHASE PROVISIONS                                           28

          1.       MBUSA's Obligations                                    28
          2.       Retailer's Responsibilities                            29
          3.       Payment by MBUSA                                       30

XII. DISPUTE RESOLUTION PROCESS                                           30

     A.   THE MERCEDES-BENZ BOARD                                         30
     B.   MANDATORY MEDIATION                                             31
     C.   OPTIONAL ARBITRATION                                            31

XIII.DEFENSE AND INDEMNIFICATION                                          32

     A.   DEFENSE AND INDEMNIFICATION BY MBUSA                            32
     B.   DEFENSE AND INDEMNIFICATION BY RETAILER                         33
     C.   CONDITIONAL DEFENSE AND/OR
          INDEMNIFICATION                                                 34
     D.   THE EFFECT OF SUBSEQUENT DEVELOPMENTS                           34
     E.   TIME TO RESPOND AND RESPONSIBILITIES
          OF THE PARTIES                                                  34

XIV. NOTICE OF BREACH OR FAILURE TO ACT IN GOOD FAITH                     35

XV.  GENERAL PROVISIONS                                                   35

     A.   NOTICES                                                         35
     B.   NO IMPLIED WAIVERS                                              35
     C.   SOLE AGREEMENT OF THE PARTIES                                   35
     D.   RETAILER NOT AN AGENT OR REPRESENTATIVE                         36
     E.   ASSIGNMENT OF RIGHTS OR DELEGATIONS OF
          DUTIES                                                          36
     F.   NO FRANCHISE FEE                                                36
     G.   BENEFIT                                                         36
     H.   NEW JERSEY LAW                                                  36

XVI. DEFINITIONS                                                          37

XVII.ADDITIONAL PROVISIONS                                                38



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                             MERCEDES-BENZ USA, INC.

                  MERCEDES-BENZ LIGHT TRUCK RETAILER AGREEMENT
                               STANDARD PROVISIONS


I.   ACQUISITION, DELIVERY AND INVENTORY OF MERCEDES-BENZ LIGHT TRUCK PRODUCTS


     A.   PRICES AND TERMS OF SALE

          MBUSA shall offer to sell to Retailer and Retailer shall have the
          right to purchase from MBUSA Mercedes-Benz Light Truck Products in
          accordance with the provisions of this Agreement and the prices and
          other terms of sale that MBUSA shall establish and revise from time to
          time. Such revised prices or terms shall apply to any Mercedes-Benz
          Light Truck Product not invoiced to Retailer by MBUSA at the time the
          notice of such change is given to Retailer (in the case of
          Mercedes-Benz Light Trucks), or upon issuance of a new or modified
          parts price list or through change notices, letters, bulletins or
          revision sheets (in the case of Genuine Mercedes-Benz Light Truck
          Parts and Accessories), or at such other times as may be designated in
          writing by MBUSA.

     B.   AVAILABILITY AND ALLOCATION OF PRODUCTS

          MBUSA will allocate Mercedes-Benz Light Truck Products among its light
          truck retailers in a fair and equitable manner. MBUSA will, upon
          Retailer's request, explain the considerations and method used to
          allocate Mercedes-Benz Light Truck Products to Retailer.

     C.   DELIVERY OF PRODUCTS

          MBUSA will ship Mercedes-Benz Light Truck Products to Retailer by
          whatever mode of transportation, by whatever route, and from whatever
          point MBUSA may select. Retailer shall pay MBUSA such charges as MBUSA
          in its sole discretion establishes for such transportation services.

     D.   PASSAGE OF TITLE

          Title to each Mercedes-Benz Light Truck Product shall pass from MBUSA
          to Retailer, or to the financial institution designated by Retailer,
          upon MBUSA'S receipt of payment for said Product and upon delivery
          of said Product to Retailer or to a carrier for transportation to
          Retailer.


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     E.   RISK OF DAMAGE OR LOSS

          Retailer shall bear the risk of damage to or loss of Mercedes-Benz
          Light Truck Products during transportation from the point of shipment;
          however, MBUSA will, if requested by Retailer in such manner and
          within such time as MBUSA may specify, prosecute claims for damage to
          or loss of Mercedes-Benz Light Trucks during said transportation
          against the responsible carrier for and on behalf of Retailer. To the
          extent required by law, Retailer shall notify the purchaser of a
          vehicle of any damage sustained by such vehicle prior to sale.

     F.   DELAY OR FAILURE OF DELIVERY

          MBUSA shall not be liable for delay or failure to deliver
          Mercedes-Benz Light Truck Products that it has previously agreed to
          deliver, where such delay or failure to deliver is the result of any
          event beyond the control of MBUSA, including but not limited to any
          law or regulation of any governmental entity, acts of God, foreign or
          civil wars, riots, interruptions of navigation, shipwrecks, fires,
          floods, storms, strikes, lockouts, or other labor troubles, embargoes,
          blockades, or delay or failure of MBUSA to deliver Mercedes-Benz Light
          Truck Products.

     G.   DIVERSION AND STORAGE CHARGES

          Retailer shall be responsible for and shal1 pay all charges for
          demurrage, storage and other expense accruing after shipment to
          Retailer or to a carrier for transportation to Retailer. If diversions
          of shipments are made upon Retailer's request or are made by MBUSA as
          a result of Retailer's failure or refusal to accept shipments made
          pursuant to Retailer's orders, Retailer shall pay all additional
          charges and expenses incident to such diversions.

     H.   SECURITY INTEREST

          1.   GRANT OF SECURITY INTEREST

               As security for the full payment of all sums from time to time
               owed by Retailer to MBUSA under this Agreement, whether such sums
               are now or hereafter become due and owing, Retailer hereby grants
               to MBUSA a security interest in the following items for which
               MBUSA has not received payment (collectively referred to as
               "Collateral"):

               (i)      All Genuine Mercedes-Benz Light Truck Parts
                        and Accessories and other related items
                        delivered by MBUSA to Retailer hereunder on
                        account (all such inventory hereinafter
                        referred to collectively as "Inventory" and
                        individually as "Item of Inventory"); and

               (ii)     All proceeds from any of the foregoing,
                        including without limitation, insurance
                        payable by reason of the loss, damage or

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                        destruction of any Item of Inventory; and
                        all accounts and chattel paper of Retailer
                        arising from its sale, lease or other
                        disposition of Inventory now existing or
                        hereafter arising, and all liens,
                        securities, guarantees, remedies and
                        privileges pertaining thereto, together
                        with all rights and liens of Retailer
                        relating thereto.

          2.   DEFAULT IN PAYMENT

               Retailer shall be in default of this Section I.H if: (i)
               Retailer shall fail to pay any amounts secured hereby when due or
               fail to perform any obligations under this Section I in a timely
               manner; (ii) Retailer shall fail to pay any amounts secured
               pursuant to Section I of the Mercedes-Benz Passenger Car Retailer
               Agreement when due or fail to perform any obligations under that
               Section I in a timely manner, (iii) there shall occur any
               material adverse change in the financial condition of Retailer;
               or (iv) Retailer shall dissolve or become insolvent or bankrupt;
               and, in any such case, MBUSA may declare all sums secured by this
               Section I.H immediately due and payable and MBUSA shall have all
               the rights and remedies afforded to a secured party after default
               under the Uniform Commercial Code or other applicable law in
               effect on the date of this Agreement.

          3.   ASSEMBLY OF COLLATERAL, PAYMENT OF COSTS AND NOTICES

               Retailer shall, if requested by MBUSA upon the occurrence of any
               default under Section I.H.2, assemble the Collateral and make it
               available to MBUSA at a place or places designated by MBUSA.
               Retailer also shall pay all costs of MBUSA, including without
               limitation, attorneys fees incurred with respect to the
               enforcement of any of MBUSA's rights under this Section I.H.

          4.   RECORDING AND FURTHER ASSURANCES

               Retailer shall execute and deliver such financing statements and
               such other instruments or documents and take any other action as
               MBUSA may request in order to create or maintain the security
               interest intended to be created by this Section I.H, or to enable
               MBUSA to exercise and enforce its rights hereunder. A carbon,
               photographic or other reproduction of this Agreement shall be
               sufficient as a financing statement and may be filed in lieu of a
               financing statement in any and all jurisdictions which accept
               such reproductions.

          5.   RECORDS AND SCHEDULES OF INVENTORY

               Retailer shall keep accurate records itemizing and describing the
               kind, type and quantity of Inventory and shall furnish to MBUSA
               within five (5)

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               days of receipt of MBUSA's request therefor, a current schedule
               of inventory in form and substance satisfactory to MBUSA
               ("Schedule of Inventory"), which shall be true and accurate in
               all respects. A physical inventory shall be conducted no less
               than annually in connection with preparation of year-end
               financial statements of Retailer and, at MBUSA's request, a
               report of such inventory shall be promptly provided to MBUSA.

     I.   CHANGES OF DESIGN, SPECIFICATIONS OR OPTIONS

          MBUSA may change the design or specifications of any Mercedes-Benz
          Light Truck Product or the options in any Mercedes-Benz Light Truck
          Product and shall be under no obligation to provide notice of same or
          to make any similar change to Mercedes-Benz Light Truck Products
          previously purchased by or shipped to Retailer. No change shall be
          considered a model year change unless so specified by MBUSA.

     J.   DISCONTINUANCE OF MANUFACTURE OR IMPORTATION

          MBUSI and/or MBUSA may discontinue the manufacture, importation or
          distribution of all or part of any Mercedes-Benz Light Truck Product,
          whether light truck parts, options or accessories, including any
          model, series or body style of any Mercedes-Benz Light Truck at any
          time without any obligation or liability to Retailer by reason
          thereof.

     K.   MINIMUM VEHICLE INVENTORIES

          Retailer agrees that it shall, at all times, maintain in showroom
          ready condition at least the minimum inventory of Mercedes-Benz Light
          Trucks that may be established by MBUSA from time to time.

     L.   PRODUCT MODIFICATIONS

          Retailer agrees that it will not install aftermarket accessories or
          make any modifications to Mercedes-Benz light trucks that may impair
          or adversely affect their safety, emissions, structural integrity or
          performance.

II.  RETAILER'S MARKETING AND SALES OF MERCEDES-BENZ LIGHT
     TRUCK PRODUCTS

     A.   RETAILER'S GENERAL RESPONSIBILITIES

          Retailer recognizes that client satisfaction and the successful
          promotion and sale of Mercedes-Benz Light Truck Products are
          significantly dependent on Retailer's advertising and sales promotion
          activities. Therefore, Retailer at all times shall:

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          1.   Actively and effectively promote and sell new Mercedes-Benz Light
               Truck Products to clients located within its Area of Influence;

          2.   Advertise and merchandise Mercedes-Benz Light Truck Products, and
               use current Mercedes-Benz showroom displays, sales materials and
               other promotional media;

          3.   Organize a complete sales organization of the highest quality,
               ensure that its sale personnel meet the educational and
               management standards established by MBUSA, and, at Retailer's
               expense, have such personnel as are appropriate attend all
               training courses prescribed by MBUSA;

          4.   Comply with the Retailer Advertising Guidelines, maintain a high
               standard of ethics in advertising, promoting and selling
               Mercedes-Benz Light Truck Products, and avoid engaging in any
               misrepresentation or unfair or deceptive practices. Retailer
               shall discontinue any advertising that MBUSA considers injurious
               to MBUSA's business or reputation or to the Mercedes-Benz Marks,
               or that are likely to be violative of applicable laws or
               regulations; and

          5.   Accurately represent to clients the total selling price of
               Mercedes-Benz Light Truck Products. Retailer agrees to explain to
               clients of Mercedes-Benz Light Truck Products the items that make
               up the total selling price and to give the clients itemized
               invoices and all other information required by law. Retailer
               understands and hereby acknowledges that it may sell
               Mercedes-Benz Light Truck Products at whatever price Retailer
               desires.

     B.   EXPORT POLICY

          Retailer is authorized to sell Mercedes-Benz Light Trucks only to
          clients residing in the United States of America. Retailer agrees that
          it will not sell Mercedes-Benz Light Trucks for resale or use outside
          the United States of America. Retailer agrees to be bound by and
          comply with any export policy established by MBUSA.

     C.   MERCEDES-BENZ RETAILER ASSOCIATION

          MBUSA considers participation by Mercedes-Benz light truck retailers
          in Mercedes-Benz Light Truck Retailer Advertising Associations to be a
          fundamental part of an overall marketing strategy for their businesses
          and Mercedes-Benz Light Truck Products. MBUSA urges Retailer to
          cooperate in the establishment of such an association and to fund its
          fair share of advertising and merchandising programs undertaken by the
          association.



                                      -5-
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     D.   AREA OF INFLUENCE

          MBUSA will assign to Retailer a geographic area consisting of a
          collection of zip codes that is called an Area of Influence ("AOI").
          MBUSA may alter or adjust Retailer's AOI at any time. The AOI is a
          tool used by MBUSA to evaluate Retailer's performance of its primary
          obligations hereunder. Retailer agrees that it has no right or
          interest in any AOI and that MBUSA may add new retailers to or
          relocate retailers into Retailer's AOI. Any such addition or
          relocation of a retailer will result in an alteration or adjustment of
          Retailer's AOI.

     E.   EVALUATION OF RETAILER'S MARKETING AND SALES PERFORMANCE

          MBUSA will periodically evaluate Retailer's sales and marketing
          performance under this Agreement. Retailer's evaluation will be based
          on such reasonable criteria as MBUSA may establish, including without
          limitation: (i) Retailer's reasonable sales objectives that may be
          established by MBUSA; (ii) Retailer's sales of Mercedes-Benz Light
          Trucks as a percentage of registrations of Mercedes-Benz Light Trucks
          or Competitive Vehicles in Retailer's AOI; (iii) the registrations of
          Mercedes-Benz Light Trucks as a percentage of registrations of
          Competitive Vehicles in Retailer's AOI; (iv) Retailer's sales or
          registrations of Mercedes-Benz Light Trucks as compared to sales or
          registrations of Mercedes-Benz Light Trucks by authorized
          Mercedes-Benz light truck retailers in other areas, including but not
          limited to the metropolitan area, market and/or region in which
          Retailer is located; and (v) Retailer's performance in building and
          maintaining consumer satisfaction with Retailer and Mercedes-Benz
          Light Truck Products. MBUSA will review such evaluations with
          Retailer, and Retailer shall take prompt corrective action, if
          required, to improve its performance.

III. RETAILER'S SERVICE OBLIGATIONS

     A.   CLIENT SERVICE STANDARDS

          Retailer and MBUSA agree that client satisfaction and the future
          growth of their respective businesses is substantially dependent upon
          the ability of owners of Mercedes-Benz light trucks to obtain
          high-quality servicing from Retailer. Therefore, Retailer agrees to:

          1.   Provide prompt, efficient and courteous service of the highest
               quality for all Mercedes-Benz light trucks, regardless of
               where purchased and whether or not under warranty;

          2.   Accurately diagnose and advise clients of the necessary repairs,
               and obtain their consent prior to the initiation of such
               repairs;

          3.   Professionally perform the necessary repairs; and


                                      -6-

<PAGE>   12

     4.   Treat clients fairly at all times.

B.   RETAILER'S SPECIFIC SERVICE OBLIGATIONS

     1.   PRE-DELIVERY INSPECTIONS AND SERVICE

          Retailer shall perform pre-delivery inspections and service on each
          Mercedes-Benz Light Truck prior to sale and delivery thereof by
          Retailer in accordance with the Warranty Manual.

     2.   WARRANTY REPAIRS AND POLICY SERVICE

          Retailer shall promptly, courteously and efficiently perform (i)
          warranty repairs on each Mercedes-Benz Light Truck Product that
          qualifies for such repairs under the provisions of any warranty
          furnished therewith by MBUSA or MBUSI, and (ii) such other
          inspections, repairs or corrections on Mercedes-Benz Light Truck
          Products as may be approved or authorized by MBUSA to be made at
          MBUSA's expense (hereinafter "policy service"). Retailer shall perform
          such repairs and service on each such Mercedes-Benz Light Truck
          Product as and when requested by the owner or user (or in the case of
          policy service when requested by MBUSA), without regard to where such
          Mercedes-Benz Light Truck Product was purchased and in accordance with
          the Warranty Manual. MBUSA agrees to compensate Retailer for all
          warranty repairs and policy service, including labor, diagnosis and
          Genuine Mercedes-Benz Light Truck Parts and Accessories, in accordance
          with procedures and at rates to be established from time to time by
          MBUSA. Unless otherwise approved in advance by MBUSA, Retailer shall
          use only Genuine Mercedes-Benz Light Truck Parts and Accessories when
          performing Mercedes-Benz warranty repairs and policy service. Warranty
          repairs and policy service are provided for the benefit of clients,
          and Retailer agrees that the client shall not be obligated to pay any
          charges for such work or any other services for which Retailer is
          reimbursed by MBUSA, except as required by law.

     3.   SERVICE CAMPAIGN INSPECTIONS AND CORRECTIONS

          Retailer agrees to perform service campaign inspections and/or
          corrections for owners or users of all Mercedes-Benz Light Truck
          Products that qualify for such inspections and/or corrections in
          accordance with MBUSA's directives and the applicable procedures in
          the Warranty Manual. MBUSA agrees to reimburse Retailer for all
          replacement parts and/or other materials required and used in
          connection with such work and for labor according to such directives
          and the applicable provisions of the Warranty Manual.



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     4.   ROADSIDE ASSISTANCE PROGRAM

          Retailer agrees to participate in the Mercedes-Benz Roadside
          Assistance Program as specified by MBUSA.

C.   USE OF PARTS AND ACCESSORIES IN NON-WARRANTY SERVICE

     Subject to the provisions of Sections I.L and III.B.2, Retailer has the
     right to sell, install or use for making non-warranty repairs products that
     are not Genuine Mercedes-Benz Light Truck Parts and Accessories.

     1.   QUALITY STANDARDS

          Retailer acknowledges, however, that its clients expect that any parts
          or accessories that Retailer sells, installs or uses in the sale,
          repair or servicing of Mercedes-Benz light trucks are, or meet the
          high quality standards of, Genuine Mercedes-Benz Light Truck Parts and
          Accessories. Retailer agrees that in sales, repairs or servicing where
          Retailer does not use Genuine Mercedes-Benz Light Truck Parts and
          Accessories, Retailer will utilize only such other parts or
          accessories as:

          1.   Will not adversely affect the mechanical operation of the
               Mercedes-Benz light truck being sold, repaired or serviced; and

          2.   Are equivalent in quality and design to Genuine Mercedes-Benz
               Light Truck Parts and Accessories.

          Retailer further agrees that it will not offer to sell any parts or
          accessories that for reasons of quality or image are reasonably
          objected to by MBUSA.

     2.   RETAILER'S DISCLOSURES AS TO USE OF AND WARRANTIES FOR NON-GENUINE
          PARTS AND ACCESSORIES

          In order to avoid confusion and to minimize potential client
          dissatisfaction, in any non-warranty instance where Retailer sells,
          installs or uses non-Genuine Mercedes-Benz Light Truck Parts or
          Accessories, Retailer shall disclose such fact to the client and shall
          advise the client that the item is not included in warranties
          furnished by MBUSA or MBUSI. Such disclosure shall be written,
          conspicuous and stated on the client's copy of the service or repair
          order or sale document. In addition, Retailer will clearly explain to
          the client the extent of any warranty covering the parts or
          accessories involved and will deliver a copy of the warranty to the
          client.

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     D.   COMPLIANCE WITH SAFETY AND EMISSION CONTROL REQUIREMENTS

          Retailer agrees to comply and operate consistently with all applicable
          provisions of the National Traffic and Motor Vehicle Safety Act of
          1966, and the Federal Clean Air Act, as amended, including applicable
          rules and regulations issued from time to time thereunder, and all
          other applicable federal, state, and local motor vehicle safety and
          emission control statutes, rules, and regulations.

          In the event that the laws of the state in which Retailer is located
          require motor vehicle retailers or distributors to install in new or
          used motor vehicles, prior to their sale, any safety devices or other
          equipment not installed or supplied as standard equipment by MBUSI,
          then Retailer, prior to the sale of any Mercedes-Benz light truck on
          which such installations are required, shall properly install such
          devices or equipment on such Mercedes-Benz light trucks. Retailer
          shall comply with state and local laws pertaining to the installation
          and reporting of such equipment.

          In the interest of motor vehicle safety and emission control, MBUSA
          and Retailer agree to provide to each other such information and
          assistance as may reasonably be requested by the other in connection
          with the performance of obligations imposed on either party by the
          National Traffic and Motor Vehicle Safety Act of 1966, and the Federal
          Clean Air Act, as amended, and their rules and regulations, and all
          other applicable federal, state and local motor vehicle safety and
          emission control statutes, rules and regulations.

     E.   COMPLIANCE WITH CONSUMER PROTECTION STATUTES, RULES AND REGULATIONS

          Retailer agrees to comply and operate consistently with all applicable
          provisions of any repair or replace or other consumer protection
          statutes, rules and regulations (hereinafter "consumer protection
          laws"). Because certain client complaints may impose liability upon
          MBUSA under consumer protection laws, Retailer agrees to provide
          prompt notice to MBUSA of such complaints and take such other steps as
          MBUSA may require. Retailer also agrees to provide applicable required
          client notifications and disclosures as prescribed by consumer
          protection laws. Retailer will do nothing to affect adversely MBUSA's
          rights under consumer protection laws.

IV.  RETAILER'S SERVICE AND PARTS ORGANIZATION

     A.   ORGANIZATION AND STANDARDS

          Retailer agrees to organize and maintain a complete service and parts
          organization of the highest quality, including diagnostic specialists,
          technicians and a sufficient complement of qualified service and parts
          personnel as recommended by

                                       -9-
<PAGE>   15





          MBUSA. Retailer's personnel will meet the educational, management and
          technical training standards reasonably established by MBUSA and, at
          Retailer's expense, will complete all service, parts and client
          satisfaction training courses prescribed by MBUSA.

     B.   SERVICE EQUIPMENT AND SPECIAL TOOLS

          Retailer agrees to acquire and properly maintain adequate service
          equipment and such special service tools and instruments as are
          reasonably specified by MBUSA. Anything herein to the contrary
          notwithstanding, if MBUSA determines that Retailer requires special
          tools and instruments to service a model of Mercedes-Benz Light Truck,
          Retailer acknowledges that it has no right to purchase such model from
          MBUSA unless and until it has acquired all such special tools and
          instruments, and completed all related training courses prescribed by
          MBUSA.

     C.   PARTS STOCKING LEVEL

          Retailer agrees to maintain its parts stock at minimum stocking levels
          reasonably established by MBUSA.

     D.   AFTER-HOURS DELIVERY

          Retailer agrees to provide MBUSA, upon request, access to a secure
          area for after-hours parts or light truck delivery.

     E.   ASSISTANCE PROVIDED BY MBUSA

          1.   SERVICE MANUALS AND MATERIALS

               MBUSA agrees to make available to Retailer copies of such service
               manuals and bulletins, publications, computer software and
               technical data as MBUSA shall deem to be necessary for the needs
               of Retailer's service and parts organization. Retailer shall be
               responsible for keeping such manuals and materials current and
               available for consultation by its employees.

          2.   FIELD PERSONNEL ASSISTANCE

               To assist Retailer in handling its responsibilities under this
               Agreement, MBUSA agrees to make available qualified field
               personnel who will, from time to time, advise and counsel
               Retailer on service-related subjects, including service policies,
               product and technical adjustments, repair and replacement of
               product components, client relations, warranty administration,
               service and parts merchandising, and personnel/management
               training.

                                      -10-




<PAGE>   16






     F.   EVALUATION OF RETAILER'S SERVICE AND PARTS PERFORMANCE

          MBUSA will periodically evaluate Retailer's: (i) service performance
          in areas such as client satisfaction, warranty administration, service
          repairs, service management, facilities, operating procedures and new
          vehicle pre-delivery service; and (ii) parts operations, facilities,
          tools and equipment. MBUSA will review such evaluations with Retailer,
          and Retailer shall take prompt action to improve the service and parts
          performance to satisfactory levels as MBUSA may require. Such action
          shall, if requested by MBUSA, include an action plan by Retailer for
          improvement of service and parts performance within a specific time
          period approved by MBUSA, including but not limited to the
          establishment of additional space, facilities or locations for such
          operations.

     G.   ADDITIONAL FACILITIES OR LOCATIONS

          If, with MBUSA's prior written consent, Retailer establishes
          additional facilities or locations for its service and parts
          operations, Retailer shall meet the facilities, identification,
          organizational, equipment, parts stocking and other standards
          reasonably established by MBUSA from time to time for such facilities
          or locations.

V.   CLIENT SATISFACTION RESPONSIBILITIES

     The "Three-Pointed Star" is the symbol of automotive excellence. In
     furtherance of that image and reputation, MBUSA and Retailer agree to
     conduct their respective businesses in a manner that achieves the highest
     levels of client satisfaction by marketing the finest products and
     providing the best service in the automotive industry.

     A.   RETAILER'S CLIENT SATISFACTION OBLIGATIONS

          Retailer will be responsible for satisfying Mercedes-Benz clients in
          all matters except those that are directly related to product design
          and manufacturing. Retailer will take all reasonable steps to ensure
          that each client is completely satisfied with Mercedes-Benz Light
          Truck Products and the services and practices of Retailer. Retailer
          will not engage in any practice or method of operation if its nature
          or quality may impair the reputation of MBUSA or Mercedes-Benz Light
          Truck Products.

          1.   RETAILER'S CLIENT SATISFACTION PLAN

               Upon MBUSA's request, Retailer shall provide a detailed plan of
               Retailer's client satisfaction program to MBUSA and shall
               implement such program on a continuous basis. This plan shall
               include an ongoing system for emphasizing client satisfaction to
               all Retailer's employees, for training

                                      -11-


<PAGE>   17



                    Retailer employees and for conveying to clients that
                    Retailer is committed to the highest possible level of
                    client satisfaction.

               2.   EMPLOYEE TRAINING

                    Retailer agrees to participate and to have its employees
                    participate, at Retailer's expense, in Mercedes-Benz client
                    satisfaction training as required by MBUSA.

               3.   CLIENT ASSISTANCE RESPONSE SYSTEM

                    Retailer agrees to implement a system, approved by MBUSA,
                    that will respond immediately to requests for client
                    assistance from MBUSA.

          B.   EVALUATION OF RETAILER'S CLIENT SATISFACTION PERFORMANCE

               MBUSA periodically will evaluate Retailer's client satisfaction
               performance based on the following considerations and efforts by
               Retailer.

               1.   MBUSA will provide Retailer with Client Relationship Index
                    ("CRI") reports or such other equivalent data as will permit
                    Retailer to assess its performance and maintain the highest
                    level of client satisfaction. Retailer agrees to review with
                    its employees on a regular basis the results of the client
                    satisfaction reports or other data it receives.

               2.   Retailer shall continuously develop and implement specific
                    action plans to improve its client satisfaction performance
                    and results. The plans are to be reviewed with MBUSA on a
                    basis that MBUSA deems appropriate. Retailer will respond on
                    a timely basis to requests from MBUSA to take action on
                    unsatisfactory client satisfaction matters and to commit
                    necessary resources to remedy deficiencies reasonably
                    specified by MBUSA.

VI.       MERCEDES-BENZ CENTER FACILITIES AND IDENTIFICATION

          A.   LOCATION AND FACILITIES

                    Retailer shall provide Mercedes-Benz Center Facilities at
                    the Approved Location(s) that (i) will enable Retailer to
                    effectively perform its responsibilities under this
                    Agreement, (ii) are satisfactory in space, appearance,
                    layout, equipment and corporate identification, and (iii)
                    are otherwise substantially in accordance with the Retailer
                    Operating Requirements Addendum, Retailer Facility Space
                    Analysis Addendum, Corporate Identity Manual and such other
                    standards as MBUSA may establish from time to time. Retailer
                    shall conduct its Mercedes-Benz Center Operations only from
                    the Approved Location(s). If the Approved

                                      -12-


<PAGE>   18




                    Location(s) is comprised of more than one place of business,
                    Retailer shall use each such place of business only for the
                    purposes specified therefor in Paragraph F and the Final
                    Paragraph of this Agreement, and, if applicable, in the
                    Retailer Facility Space Analysis Addendum.

               B.   CHANGES AND ADDITIONS

                    Retailer shall not move, relocate or change the designated
                    usage or function of the Approved Location(s) or any of the
                    Mercedes-Benz Center Facilities, or substantially modify any
                    of the Mercedes-Benz Center Facilities, nor shall Retailer
                    or any person named in the Final Paragraph of this Agreement
                    directly or indirectly establish or operate any other
                    locations or facilities for the sale or servicing of
                    Mercedes-Benz Light Truck Products or for the conduct of any
                    other of the Mercedes-Benz Center Operations contemplated by
                    this Agreement, without the prior written consent of MBUSA.
                    Any changes in the Approved Location(s) or the Mercedes-Benz
                    Center Facilities that may be agreed to by MBUSA and
                    Retailer may be reflected in a new Agreement or in a new
                    Retailer Facility Space Analysis Addendum.

                    Retailer agrees that it shall conduct Mercedes-Benz Center
                    Operations only from location(s) and Mercedes-Benz Center
                    facilities that are "Approved Location(s)" and
                    "Mercedes-Benz Center Facilities" under the Mercedes-Benz
                    Passenger Car Retailer Agreement.

                    Retailer acknowledges that the addition of sales, service or
                    parts operations for another line of vehicles to the
                    Mercedes-Benz Center Facilities or at the Approved
                    Location(s) could adversely affect Retailer's sales, service
                    and parts performance with respect to Mercedes-Benz Light
                    Truck Products. Accordingly, to give MBUSA an adequate
                    opportunity to evaluate the effect of such a proposed
                    addition and to determine whether or not to consent thereto,
                    Retailer agrees to notify MBUSA in writing at least sixty
                    (60) days before Retailer enters into any agreement or
                    letter of intent with respect to the addition of such sales,
                    service or parts operations to the Mercedes-Benz Center
                    Facilities or at the Approved Location(s).

               C.   RETAILER'S OPERATING HOURS

                    Retailer agrees to conduct Mercedes-Benz Center Operations
                    during all days and hours that are customary and lawful for
                    such operations in the community or locality in which
                    Retailer is located and in accordance with industry
                    standards. In addition, when necessary to accommodate client
                    needs, Retailer shall extend its operating hours.

                                      -13-



<PAGE>   19





          D.   CORPORATE IDENTITY

               Subject to applicable governmental statutes, ordinances and
               regulations, Retailer agrees to erect, display and maintain, at
               Approved Location(s) only and at Retailer's sole expense, such
               standard authorized product and service signs and other corporate
               identity elements as are specified in the Corporate Identity
               Manual or otherwise required by MBUSA from time to time.

          E.   EVALUATION OF MERCEDES-BENZ CENTER FACILITIES

               MBUSA will periodically evaluate the Mercedes-Benz Center
               Facilities. In making such evaluations, MBUSA may consider, among
               other things: the actual building and land provided by Retailer
               for the performance of its responsibilities under this Agreement;
               compliance with MBUSA's current requirements for Mercedes-Benz
               Center Operations; the appearance, condition, layout and signage
               of the Mercedes-Benz Center Facilities; and such other factors as
               in MBUSA's opinion may relate to Retailer's performance of its
               responsibilities under this Agreement. MBUSA will discuss such
               evaluations with Retailer, and Retailer shall take prompt action
               to comply with MBUSA's recommendations and minimum facility
               standards.

          F.   OWNERSHIP AND USE OF MERCEDES-BENZ MARKS

               1.   VALIDITY AND EXCLUSIVE OWNERSHIP OF MERCEDES-BENZ MARKS

                    Retailer acknowledges the validity and DCAG's exclusive
                    ownership of the Mercedes-Benz Marks, and agrees not to
                    contest the same during the term of the Agreement or at any
                    time thereafter. Retailer and MBUSA agree to cooperate with
                    each other in preventing any acts of trademark infringement
                    or unfair competition with respect to any Mercedes-Benz
                    Mark, but DCAG or MBUSA shall have sole control over all
                    actions and legal proceedings to redress infringement of or
                    any unfair competition with respect to any Mercedes-Benz
                    Mark.

               2.   USE BY RETAILER

                    MBUSA grants Retailer a non-exclusive license to use the
                    Mercedes-Benz Marks subject to the terms and conditions
                    of the Agreement and the Corporate Identity Manual. Retailer
                    agrees that it will use the Mercedes-Benz Marks only in
                    connection with the sale and servicing of Mercedes-Benz
                    Light Truck Products and only in such manner, at such
                    location, to such extent, and for such purposes as MBUSA may
                    specify from time to time. Retailer shall promptly change or
                    discontinue its use of any Mercedes-Benz Marks upon MBUSA's
                    request. Retailer shall not use the Mercedes-Benz Marks as
                    part of its corporate or business name without MBUSA's prior
                    written consent.



                                      -14-


<PAGE>   20





               3.   DISCONTINUANCE OF USE

                    Upon termination of this Agreement, Retailer agrees that it
                    shall immediately:

                    a.   Discontinue the use of the word Mercedes-Benz and the
                         Mercedes-Benz Marks, or any semblance of same,
                         including without limitation, the use of all
                         stationery, telephone directory listing and other
                         printed material referring in any way to Mercedes-Benz
                         or bearing any Mercedes-Benz Mark;

                    b.   Discontinue the use of the word Mercedes-Benz or the
                         Mercedes-Benz Marks, or any semblance of same, as part
                         of its business or corporate name, and file a change or
                         discontinuance of such name with appropriate
                         authorities;

                    C.   Remove all product signs bearing said word(s) or
                         Mercedes-Benz Marks at Retailer's sole cost and
                         expense;

                    d.   Cease representing itself as an authorized
                         Mercedes-Benz light truck retailer; and

                    e.   Refrain from any action, including without limitation,
                         any advertising, stating or implying that it is
                         authorized to sell or distribute Mercedes-Benz Light
                         Truck Products.

               4.   ENFORCEMENT

                    In the event Retailer fails to comply with the terms and
                    conditions of this Section VI.F, MBUSA shall have the
                    right, in its sole discretion, to effect, compliance through
                    litigation and/or to enter upon Retailer's premises and
                    remove, without liability, all such product signs and
                    identification bearing the word Mercedes-Benz or any
                    Mercedes-Benz Mark. Retailer agrees that it shall reimburse
                    MBUSA for any costs and expenses incurred in such
                    litigation and/or removal, including reasonable attorney
                    fees.

VII. WARRANTIES

     The only warranties of MBUSA or MBUSI applicable to Mercedes-Benz Light
     Truck Products shall be the New Vehicle Limited Warranty or such other
     written warranties that may be expressly furnished by MBUSA or MBUSI.
     Except for its express limited liability under such written warranties,
     MBUSA and MBUSI do not assume any additional warranty obligations or
     liabilities in connection with any Mercedes-Benz Light Truck Products.
     Retailer is not authorized to assume any additional obligations or

                                      -15-

<PAGE>   21


          liabilities on behalf of MBUSA or MBUSI. Any such additional
          obligations assumed by Retailer shall be the sole responsibility of
          Retailer.

          Retailer shall expressly incorporate in full and without modification
          any warranty furnished by MBUSA or MBUSI with a Mercedes-Benz Light
          Truck as a conspicuous part of each order form or other contract for
          the sale of such a Mercedes-Benz Light Truck by Retailer to any buyer.
          Retailer shall make available to the buyer of each Mercedes-Benz Light
          Truck Product prior to the purchase of such Mercedes-Benz Light Truck
          Product, copies of such applicable warranties as may be furnished by
          MBUSA or MBUSI. Retailer shall also provide to the buyer of each
          Mercedes-Benz Light Truck Product, in full and without modification,
          any owner's manual, warranty booklet or other owner information which
          MBUSA or MBUSI may provide to Retailer for delivery with such
          Mercedes-Benz Product. Retailer agrees to abide by and implement in
          all other respects MBUSA's warranty procedures then in effect.

VIII. CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS

     A.   NET WORKING CAPITAL

          Retailer agrees to establish and maintain actual net working capital
          in an amount not less than the minimum net working capital specified
          by MBUSA. MBUSA will have the right to modify the amount of net
          working capital required, and Retailer agrees promptly to establish
          and maintain the required amount.

     B.   FLOORING AND LINES OF CREDIT

          Retailer agrees to obtain and maintain at all times a confirmed and
          adequate flooring line with a bank or financial institution or other
          method of financing acceptable to MBUSA to enable Retailer to perform
          its obligations pursuant to this Agreement.

          MBUSA may increase the required amounts of flooring or lines of
          credit, and Retailer agrees promptly to establish and maintain the
          increased amount.

          Subject to the foregoing obligations, Retailer is free to do its
          financing business, wholesale, retail or both, with whomever it
          chooses and to engage in retail financing activity to the extent it
          desires.

     C.   PAYMENT TERMS

          All monies or accounts due Retailer from MBUSA will be considered net
          of Retailer's indebtedness to MBUSA. MBUSA may deduct or offset any
          amounts due or to become due from Retailer to MBUSA, or any amounts
          held by MBUSA, from or against any sums or accounts due or to become
          due from MBUSA to Retailer; provided, however, that MBUSA shall not
          deduct or offset such amounts for any transaction where MBUSA has
          failed to provide written notice to Retailer

                                      -16-

<PAGE>   22

                  of the amounts due within six (6) months of the transaction.
                  Payments by Retailer to MBUSA shall be made in such a manner
                  as prescribed by MBUSA and shall be applied against Retailer's
                  indebtedness in accordance with MBUSA's policies and
                  practices. If Retailer disputes any deduction or offset
                  imposed by MBUSA pursuant to this Section VIII.C, it shall
                  provide written notice of such dispute to MBUSA within ninety
                  (90) days of the date on which MBUSA imposed such deduction or
                  offset. If Retailer fails to provide such notice to MBUSA
                  within that 90-day period, it shall be deemed to have waived
                  any right that it may have to challenge such deduction or
                  offset pursuant to Section XII or before any court,
                  administrative agency or governmental body.

         D.       UNIFORM ACCOUNTING SYSTEM

                  Retailer agrees to maintain its financial books and records in
                  accordance with the Mercedes-Benz Accounting Manual, as
                  amended from time to time by MBUSA. In addition, Retailer
                  shall furnish to MBUSA complete and accurate financial or
                  operating information, including without limitation, a
                  financial and/or operating statement covering the current
                  month and calendar year-to-date operations and showing the
                  true and accurate condition of Retailer's business. Retailer
                  shall promptly furnish to MBUSA copies of any adjusted annual
                  statements, including any and all adjusted, year-end
                  statements prepared for tax or any other purposes. All such
                  information shall be furnished by Retailer to MBUSA via
                  MBUSA's electronic communications network and in such a format
                  and at such times as prescribed by MBUSA. If requested by
                  MBUSA, Retailer shall furnish to MBUSA an audited annual
                  financial statement.

         E.       RECORDS MAINTENANCE

                  Retailer agrees to keep complete, accurate and current records
                  regarding its sale, leasing and servicing of Mercedes-Benz
                  Light Truck Products for a minimum of five (5) years,
                  exclusive of any retention period required by any governmental
                  entity. Retailer shall prepare, keep current and retain
                  records in support of requests for reimbursement for warranty
                  and policy work performed by Retailer in accordance with the
                  Warranty Manual.

         F.       EXAMINATION OF MERCEDES-BENZ CENTER ACCOUNTS AND RECORDS

                  MBUSA shall have the right at all reasonable times and during
                  regular business hours to inspect the Mercedes-Benz Center
                  Facilities and to examine, audit and reproduce all records,
                  accounts and supporting data relating to all Mercedes-Benz
                  Center operations for any line of vehicles conducted in the
                  Mercedes-Benz Center Facilities or at the Approved
                  Location(s), including without limitation, sales reporting,
                  service and repair of Mercedes-Benz Light Truck Products by
                  Retailer.





                                      -17-



<PAGE>   23



         G.       TAXES

                  Retailer shall be responsible for and duly pay all sales
                  taxes, use taxes, excise taxes and other governmental or
                  municipal charges imposed, levied or based upon the purchase
                  or sale of Mercedes-Benz Light Truck Products by Retailer, and
                  shall maintain accurate records of the same.

         H.       CONFIDENTIALITY

                  MBUSA agrees that it shall not provide any data or documents
                  submitted to it by Retailer to any third party unless
                  authorized by Retailer, required by law, or required to
                  generate composite or comparative data for analytical
                  purposes. Retailer agrees to keep confidential and not to
                  disclose, directly or indirectly, any information that MBUSA
                  designates as confidential.

         I.       MERCEDES-BENZ RETAILER COMMUNICATIONS SYSTEM AND PROPRIETARY
                  MANUFACTURER SYSTEMS

                  MBUSA has established the Mercedes-Benz Retailer
                  Communications System ("RCS") to retrieve information from and
                  disseminate information to Retailer. The RCS (which is
                  presently called MBNet) collects parts, warranty and financial
                  data from Retailer, and provides access to various reports,
                  data bases and administrative messages to Retailer. Retailer
                  shall utilize the RCS to provide such information to MBUSA as
                  MBUSA shall specify from time to time. Retailer shall acquire,
                  install and maintain at its expense the necessary equipment
                  and systems compatible with the RCS, as well as other
                  proprietary manufacturer systems, which are deemed necessary
                  by MBUSA to transact business and serve clients in the most
                  efficient manner.

         J.       SALES REPORTING

                  Retailer agrees to accurately report to MBUSA, with such
                  relevant information as MBUSA may reasonably require, the
                  delivery of each Mercedes-Benz Light Truck to an ultimate
                  consumer by the end of the day in which the vehicle is
                  delivered to such ultimate consumer, and to furnish MBUSA with
                  such other reports as MBUSA may reasonably require in
                  accordance with MBUSA's Ultimate Consumer DDR Reporting
                  Provision or such other sales reporting requirements as MBUSA
                  may establish from time to time.





                                      -18-

<PAGE>   24


IX.      TRANSFERS

         A.       SALE OF ASSETS OR OWNERSHIP INTEREST

                  This is a personal service Agreement that MBUSA has entered
                  into in reliance upon the personal qualifications, reputation,
                  integrity, expertise and commitment of Owners and Retailer
                  Operator. MBUSA has also entered into this Agreement in
                  reliance on Retailer's agreement at all times to conduct
                  Mercedes-Benz Center Operations hereunder in conjunction with,
                  and at the "Approved Location(s)" and "Mercedes-Benz Center
                  Facilities" for, its "Mercedes-Benz Center Operations" under
                  the Mercedes-Benz Passenger Car Retailer Agreement. For these
                  reasons, Retailer agrees to obtain MBUSA's prior written
                  consent to any proposed sale or transfer of Retailer's
                  principal assets or any ownership interest of Owner, which
                  consent shall not be unreasonably withheld; provided, however,
                  that anything herein to the contrary notwithstanding, Retailer
                  agrees that (i) it shall not sell or transfer any such assets
                  or ownership interest relating to the conduct of Mercedes-Benz
                  Center Operations hereunder separate and apart from the assets
                  or ownership interest relating to the conduct of
                  "Mercedes-Benz Center Operations" under the Mercedes-Benz
                  Passenger Car Agreement, and that (ii) any such attempted sale
                  or transfer shall be void and not binding on MBUSA.

                  MBUSA shall not be obligated to execute a new Agreement with a
                  proposed transferee of such assets or ownership interest
                  unless Retailer first makes arrangements acceptable to MBUSA
                  to satisfy any outstanding indebtedness to MBUSA.

         B.       RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE

                  Subject to Section IX.A., the parties agree as follows:

                  1.    RIGHTS GRANTED

                        If a proposal to sell Retailer's principal assets or
                        transfer the majority ownership interest in Retailer is
                        submitted by Retailer to MBUSA, or in the event of the
                        death of the majority Owner of Retailer, MBUSA has a
                        right of first refusal or option to purchase such assets
                        or ownership interest, including any leasehold interest
                        or realty. MBUSA's exercise of its right or option under
                        this Section IX.B supersedes Retailer's right to
                        transfer its interest in, or ownership of, the
                        Mercedes-Benz Center. MBUSA's right or option may be
                        assigned by it to any third party and MBUSA hereby
                        guarantees the full payment to Retailer of the purchase
                        price by such assignee. MBUSA may disclose the terms of
                        any pending buy/sell agreement and any other relevant
                        Mercedes-Benz Center performance information to any
                        potential assignee. MBUSA's rights under this Section
                        IX.B will be binding on and enforceable against any




                                      -19-


<PAGE>   25



                        assignee or successor in interest of Retailer or
                        purchaser of Retailer's assets.

                        Anything herein to the contrary notwithstanding, MBUSA
                        shall not have a right of first refusal or option to
                        purchase Retailer's principal assets or the majority
                        interest in Retailer if the proposed transferee is the
                        spouse or a child of an Owner and such spouse or child
                        meets the criteria then currently used by MBUSA in
                        qualifying owners of Mercedes-Benz light truck
                        retailers. If the proposed transferee fails to meet such
                        criteria due to insufficient personal qualifications or
                        expertise, MBUSA may, in its sole discretion, approve
                        the transfer subject to the proposed transferee's
                        successful completion of such training as MBUSA may
                        require. If the proposed transferee fails to complete
                        such training successfully or otherwise fails to meet
                        the criteria then currently used by MBUSA in qualifying
                        such owners within the time period prescribed by MBUSA,
                        MBUSA may thereafter exercise its right of first refusal
                        or option to purchase under this Section IX.B.

                  2.    EXERCISE OF MBUSA'S RIGHTS

                        MBUSA shall have thirty (30) days from the following
                        events within which to exercise its option to purchase
                        or right of first refusal: (i) MBUSA's receipt of all
                        data and documentation customarily required by it to
                        evaluate a proposed transfer of ownership; (ii) MBUSA's
                        receipt of notice from Retailer of the death of the
                        majority Owner of Retailer, or (iii) MBUSA's disapproval
                        of any application submitted by Owner's heirs pursuant
                        to Section X. MBUSA's exercise of its right of first
                        refusal under this Section IX.B neither shall be
                        dependent upon nor require its prior refusal to approve
                        the proposed transfer.

                  3.    RIGHT OF FIRST REFUSAL

                        If Retailer has entered into a bona fide written
                        buy/sell agreement for its Mercedes-Benz Center business
                        or assets, MBUSA's right under this Section IX.B is a
                        right of first refusal, enabling MBUSA to assume the
                        buyer's rights and obligations under such buy/sell
                        agreement, and to cancel this Agreement and all rights
                        granted Retailer. Upon MBUSA's request, Retailer agrees
                        to provide other documents relating to the proposed
                        transfer and any other information which MBUSA deems
                        appropriate, including, but not limited to, those
                        reflecting other agreements or understandings between
                        the parties to the buy/sell agreement. If Retailer
                        refuses to provide such documentation or to state in
                        writing that no such documents exist, it shall be
                        conclusively presumed that the buy/sell agreement is not
                        a bona fide agreement. If Retailer withdraws its
                        proposal in writing within ten (10) days following
                        Retailer's receipt of MBUSA's notice exercising its
                        right of first refusal, such right shall be null and
                        void.





                                      -20-

<PAGE>   26




                        If, as a result of MBUSA's exercise of its right of
                        first refusal, Retailer is contractually obligated to
                        reimburse the initial buyer for reasonable attorney's
                        fees, broker's fees, title searches, property
                        inspections, and other similar costs and fees that the
                        buyer incurred in connection with the buy/sell
                        agreement, MBUSA shall reimburse Retailer for such costs
                        and fees in an amount up to but not exceeding Fifty
                        Thousand Dollars ($50,000.00). Retailer shall provide
                        MBUSA with all documents substantiating such costs and
                        fees as MBUSA may reasonably request.

                  4.    OPTION TO PURCHASE

                        In the event of the death of the majority Owner or if
                        Retailer submits a proposal which MBUSA determines is
                        not bona fide or in good faith, MBUSA has the option to
                        purchase the principal assets of Retailer utilized in
                        Mercedes-Benz Center Operations, including real estate
                        and leasehold interest, and to cancel this Agreement and
                        the rights granted Retailer hereunder. The purchase
                        price of the Mercedes-Benz Center assets will be
                        determined by good faith negotiations between the
                        parties. If an agreement cannot be reached, the purchase
                        price will be determined pursuant to the Dispute
                        Resolution Process established in Section XII.

                  5.    RETAILER'S OBLIGATIONS

                        Upon MBUSA's exercise of its right or option and tender
                        of performance under the buy/sell agreement or upon
                        whatever terms may be expressed in the buy/sell
                        agreement, Retailer shall forthwith transfer the
                        affected real property by warranty deed conveying
                        marketable title free and clear of all liens, claims,
                        mortgages, encumbrances, tenancies and occupancies. The
                        warranty deed shall be in proper form for recording, and
                        Retailer shall deliver complete possession of the
                        property and deed at the time of closing. Retailer shall
                        also furnish to MBUSA all copies of any easements,
                        licenses or other documents affecting the property or
                        Mercedes-Benz Center Operations and shall assign any
                        permits or licenses that are necessary or desirable for
                        the use of or appurtenant to the property or the conduct
                        of such operations. Retailer also agrees to execute and
                        deliver to MBUSA instruments satisfactory to MBUSA
                        conveying title to all personal property, including
                        leasehold interests, involved in the transfer or sale to
                        MBUSA. If any personal property is subject to any lien
                        or charge of any kind, Retailer agrees to procure the
                        discharge and satisfaction thereof prior to the closing
                        of sale of such property to MBUSA.




                                      -21-


<PAGE>   27






X.       SUCCESSION RIGHTS UPON DEATH OR INCAPACITY

         A.       SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER

                  In the event that an Owner dies and his or her interest in
                  Retailer passes directly to any person or persons ("Heirs")
                  who wish to succeed to Owner's interest, then Owner's legal
                  representative must notify MBUSA within sixty (60) days of the
                  death of Owner of such Heir's or Heirs' intent to succeed
                  Owner. The legal representative also must then designate a
                  proposed Retailer Operator for MBUSA's approval. The effect of
                  such notice from Owner's legal representative will be to
                  suspend any notice of termination provided for in Section
                  XI.B.4 issued hereunder.

                  Upon delivery of such notice, Owner's legal representative
                  shall immediately request any person(s) identified by it as
                  intending to succeed Owner and the designated candidate for
                  Retailer Operator to submit an application and to provide all
                  personal and financial information that MBUSA may reasonably
                  and customarily require in connection with its review of such
                  applications. All requested information must be provided
                  promptly to MBUSA and in no case later than thirty (30) days
                  after receipt of such request from Owner's legal
                  representative. MBUSA shall have sixty (60) days after its
                  receipt of all requested information in which to: (i) review
                  such application(s) pursuant to the then current criteria
                  generally applied by MBUSA in qualifying owners and/or
                  retailer operators of Mercedes-Benz light truck retailers, and
                  (ii) either approve or disapprove the application(s);
                  provided, however, that if MBUSA does not receive such
                  application(s) and all requested information within thirty
                  (30) days of Owner's legal representative's request therefor,
                  MBUSA shall have no obligation to review and approve or
                  disapprove such application(s). If MBUSA approves the
                  application(s), it shall offer to enter into a new
                  Mercedes-Benz Light Truck Retailer Agreement with Owner's
                  Heir(s) in the form then currently in use, subject to such
                  additional conditions and for such term as MBUSA deems
                  appropriate; provided, however, that anything herein to the
                  contrary notwithstanding, MBUSA shall have no obligation to
                  execute a new Mercedes-Benz Light Track Retailer Agreement
                  with Owner's Heir(s) unless MBUSA approves such Heirs'
                  application for, and such Heirs execute, a new Mercedes-Benz
                  Passenger Car Retailer Agreement.

                  In the event that MBUSA does not approve the designated
                  Heir(s) or designated candidate for Retailer Operator, or if
                  Owner's legal representative withdraws his or her notice of
                  the intent of Heir(s) to succeed as Owner(s), or if the legal
                  representative or any proposed Owner or Retailer Operator
                  fails to timely provide the required information, MBUSA may
                  reinstate or issue a notice of termination. This Section X.A
                  is subject to, and shall not be deemed to waive, MBUSA's right
                  to exercise its option to purchase as set forth in Section IX.




                                      -22-



<PAGE>   28



                  If MBUSA has notified Retailer that it does not plan to
                  continue to have a Mercedes-Benz light truck retailer in
                  Retailer's AOI, MBUSA shall have no obligation to execute a
                  new Mercedes-Benz Light Truck Retailer Agreement with Owner's
                  Heir(s) pursuant to this Section X.

         B.       INCAPACITY OF OWNER

                  The parties agree that, as used herein, incapacity shall refer
                  to any physical or mental ailment that, in MBUSA's opinion,
                  adversely affects an Owner's ability to meet his or her
                  obligations under this Agreement. MBUSA may terminate this
                  Agreement when an incapacitated Owner also is the Retailer
                  Operator identified herein.

                  Prior to the effective date of any notice of termination, an
                  incapacitated Owner who is also the Retailer Operator, or his
                  or her legal representative, may propose a new candidate for
                  the position of Retailer Operator. Such proposal shall be in
                  writing and shall suspend any pending notice of termination
                  until MBUSA advises Retailer of its approval or disapproval of
                  the new candidate. Upon receipt of such notice, MBUSA and
                  Retailer shall follow the qualification procedures set forth
                  in Section X.A.

         C.       NOMINATION OF SUCCESSOR PRIOR TO DEATH OR INCAPACITY OF OWNER

                  An Owner owning a majority of Retailer's stock may nominate a
                  candidate to assume ownership and/or the position of Retailer
                  Operator of the Mercedes-Benz Center upon his or her death or
                  incapacity.

                  As soon as practicable after such nomination, MBUSA will
                  request such personal financial information from the nominated
                  Owner and/or Retailer Operator candidate as it reasonably and
                  customarily may require in evaluating such candidates. MBUSA
                  shall apply criteria then currently used by MBUSA in
                  qualifying owners and/or retailer operators of Mercedes-Benz
                  light truck retailers. Upon receipt of all requested
                  information, MBUSA shall either approve or disapprove such
                  candidate. If MBUSA initially approves the candidate, said
                  approval shall be reflected in a Successor Addendum and shall
                  remain in effect for five (5) years if the proposed candidate
                  continues to comply with the then current criteria used by
                  MBUSA in qualifying such candidates. If MBUSA does not
                  initially qualify the candidate, MBUSA agrees to review the
                  reason(s) for its decision with Owner. Owner is free at any
                  time to renew its nomination. However, in such instances, the
                  candidate must again qualify pursuant to the then current
                  criteria. Owner may, by written notice, withdraw a nomination
                  at any time, even if MBUSA has previously qualified said
                  candidate.





                                      -23-

<PAGE>   29




XI.      TERMINATION

         A.       VOLUNTARY TERMINATION BY RETAILER

                  Retailer may voluntarily terminate this Agreement at any time
                  by written notice to MBUSA, such termination to be effective
                  thirty (30) days after receipt of the notice by MBUSA unless
                  otherwise mutually agreed in writing.

         B.       TERMINATION FOR CAUSE

                  1.    IMMEDIATE TERMINATION

                        Retailer and MBUSA agree that the following conduct is
                        within Retailer's control and is so contrary to the
                        goals, purposes and objectives of this Agreement as to
                        warrant its immediate termination. Accordingly, Retailer
                        agrees that if it engages in any of the following types
                        of conduct, MBUSA shall have the right to terminate this
                        Agreement immediately:

                        a.      Any conduct that warrants the termination of the
                                Mercedes-Benz Passenger Car Retailer Agreement;

                        b.      Any attempted or actual sale, transfer or
                                assignment by Retailer of this Agreement or any
                                of the rights granted Retailer hereunder, or any
                                attempted or actual transfer, assignment or
                                delegation by Retailer of any of the
                                responsibilities assumed by it under this
                                Agreement, without the prior written consent of
                                MBUSA, including but not limited to any
                                attempted or actual sale, transfer or assignment
                                of Retailer's principal assets or any ownership
                                interest of Owner relating to the conduct of
                                Mercedes-Benz Center Operations hereunder
                                separate and apart from the assets or ownership
                                interest relating to the conduct of
                                "Mercedes-Benz Center Operations" under the
                                Mercedes-Benz Passenger Car Retailer Agreement;

                        c.      Subject to the provisions of Section IX, a
                                change by operation of law or otherwise in the
                                direct or indirect ownership of Retailer,
                                whether voluntary or involuntary, from that set
                                forth in the Final Paragraph of this Agreement,
                                except as expressly permitted herein, without
                                the prior written consent of MBUSA;

                        d.      Removal, resignation, withdrawal or elimination
                                from Retailer for any reason of the Retailer
                                Operator; provided, however, MBUSA shall give
                                Retailer a reasonable period of time within
                                which to replace such person with a Retailer
                                Operator satisfactory to MBUSA;



                                      -24-


<PAGE>   30



                        e.      The failure of Retailer to conduct all
                                Mercedes-Benz Center Operations required by this
                                Agreement during and for not less than the
                                customary and lawful hours for five (5)
                                consecutive business days, except in the event
                                such closure or cessation of operation is caused
                                by some physical event beyond the control of the
                                Retailer, such as strikes, civil war, riots,
                                fires, floods, earthquakes, or other acts of
                                God;

                        f.      Any undertaking by Retailer to conduct, directly
                                or indirectly, any of the Mercedes-Benz Center
                                Operations at a location or facility other than
                                those specified in Paragraph F and the Final
                                Paragraph of this Agreement for that
                                Mercedes-Benz Center Operation;

                        g.      Insolvency of Retailer, voluntary institution by
                                Retailer of any proceeding under the federal
                                bankruptcy laws or under any state insolvency
                                law, institution against Retailer of any
                                proceeding under the federal bankruptcy laws or
                                under any state insolvency law which is not
                                vacated within thirty (30) days from the
                                institution thereof, appointment of a receiver,
                                trustee or other officer having similar powers
                                for Retailer or Retailer's business, provided
                                such appointment is not vacated within thirty
                                (30) days of the date of such appointment;
                                execution by Retailer of an assignment for the
                                benefit of creditors; or any levy under
                                attachment, foreclosure, execution or similar
                                process whereby a third party acquires rights to
                                a significant portion of the assets of Retailer
                                necessary for the performance of Retailer's
                                responsibilities under this Agreement or to the
                                operation or ownership of Retailer, which is not
                                within thirty (30) days from the date of such
                                levy vacated or removed by payment or bonding;

                        h.      Any material misrepresentation by Retailer or
                                any person named in the Final Paragraph of this
                                Agreement as to any fact relied on by MBUSA in
                                entering into, amending or continuing with this
                                Agreement, including without limitation any
                                representation concerning the ownership,
                                management or capitalization of the Retailer;

                        i.      The conviction in a court of original
                                jurisdiction of Retailer or Owner of a crime
                                affecting the Mercedes-Benz Center Operations or
                                of any felony, or any willful failure of
                                Retailer to comply with the provisions of any
                                laws, ordinances, rules, regulations or orders
                                relating to the conduct of Mercedes-Benz Center
                                Operations;

                        j.      Submission by Retailer to MBUSA of: (i) a
                                knowingly false or fraudulent report or
                                statement; (ii) a knowingly false or fraudulent
                                claim (or statement in support thereof) for
                                payment, reimbursement




                                      -25-



<PAGE>   31





                                or for any discount, allowance, refund, rebate,
                                credit or other incentive under any plan that
                                may be offered by MBUSA, whether or not Retailer
                                offers or makes restitution; (iii) false
                                financial information; (iv) false sales
                                reporting data; or (v) any false report or
                                statement relating to pre-delivery inspection,
                                testing, warranties, service, repair or
                                maintenance required to be performed by
                                Retailer, or

                        k.      The failure of Retailer to obtain or maintain
                                any license, permit or authorization necessary
                                for the conduct by Retailer of Mercedes-Benz
                                Center Operations pursuant to this Agreement, or
                                the suspension or revocation such license,
                                permit or authorization.

                  2.    TERMINATION UPON SIXTY DAYS NOTICE

                        The following conduct violates the terms and conditions
                        of this Agreement and if Retailer engages in such
                        conduct, MBUSA shall have the right to terminate this
                        Agreement upon sixty (60) days notice if Retailer fails
                        to cure such conduct within the sixty-day period
                        provided in such notice:

                        a.      Failure of Retailer to pay MBUSA for any
                                Mercedes-Benz Light Truck Products;
                        b.      Failure of Retailer to establish or maintain the
                                required net working capital or adequate
                                flooring and lines of credit;
                        c.      Any dispute, disagreement or controversy among
                                managers, officers or Owners of Retailer that,
                                in the reasonable opinion of MBUSA, adversely
                                affects the ownership, operation, management,
                                business, reputation or interests of Retailer or
                                MBUSA;
                        d.      Impairment of the reputation or financial
                                standing of Retailer subsequent to the
                                execution of this Agreement;
                        e.      Refusal to permit MBUSA to examine or audit
                                Retailer's accounting records as provided herein
                                upon receipt by Retailer from MBUSA of written
                                notice requesting such permission or
                                information;
                        f.      Failure of Retailer to timely furnish accurate
                                sales or financial information and related
                                supporting data; or
                        g.      Breach or violation by Retailer of any other
                                term or provision of this Agreement




                                      -26-



<PAGE>   32
          3.   TERMINATION FOR FAILURE OF PERFORMANCE

               If, upon evaluation of Retailers performance pursuant to Sections
               II.E, IV.F, V.B or VI.E herein, MBUSA concludes that Retailer has
               failed to perform adequately its marketing and sales, service or
               client satisfaction responsibilities or to provide adequate
               Mercedes-Benz Center facilities, MBUSA shall issue to Retailer a
               Retailer Improvement Addendum notifying it of such failure(s).
               MBUSA will endeavor to review promptly with Retailer the nature
               and extent of such failure(s) and will grant Retailer one hundred
               eighty (180) days or such other period as may be required by law
               to correct such failure(s). If Retailer fails or refuses to
               correct such failure(s) or has not made substantial progress
               towards remedying such failure(s) at the expiration of such
               period, MBUSA may terminate this Agreement upon sixty (60) days
               notice or such other notice as may be required by law.

          4.   TERMINATION UPON DEATH OR INCAPACITY

               Subject to certain exceptions identified in Section X, MBUSA may
               terminate this Agreement in the event of the death of an Owner or
               upon the incapacity of any Owner who is also the Retailer
               Operator, upon written notice to Retailer and such Owner's legal
               representative. Termination upon either of these events shall be
               effective ninety (90) days from the date of such notice.

     C.   TERMINATION UPON TERMINATION OF DISTRIBUTORSHIP

          MBUSA may terminate this Agreement at any time by written notice to
          Retailer, such termination to be effective thirty (30) days after
          receipt of notice by Retailer unless otherwise mutually agreed in
          writing, if any licensing or distribution agreement pursuant to which
          MBUSA is distributor for Mercedes-Benz Light Truck Products in the
          United States of America shall terminate or be terminated.


     D.   TERMINATION FOR FAILURE OF MBUSA TO BE LICENSED

          If MBUSA fails to obtain or maintain any license, permit or
          authorization necessary for MBUSA's performance of its obligations
          under this Agreement or if such license, permit or authorization is
          suspended or revoked, and such suspension or revocation continues for
          a period of five (5) days, either party may immediately terminate this
          Agreement by giving notice to the other party.

                                      -27-


<PAGE>   33

     E.   TERMINATION UPON OFFERING TO ENTER INTO A NEW OR AMENDED LIGHT TRUCK
          RETAILER AGREEMENT

          MBUSA may terminate this Agreement at any time by giving Retailer
          ninety (90) days prior notice thereof and offering to enter into a new
          or amended form of Light Truck Retailer Agreement with Retailer in a
          form being offered generally to Mercedes-Benz light truck retailers.

     F.   NOTICE OF TERMINATION

          Any notice of termination under this Agreement shall be in writing and
          shall be mailed to the person(s) designated to receive such notice,
          via overnight mail, or shall be delivered in person. Such notice shall
          be effective upon the date of receipt. MBUSA shall state the grounds
          on which it relies in its termination of Retailer, and shall have the
          right to amend such notice as appropriate. MBUSA's failure to refer to
          additional grounds for termination shall not constitute a waiver of
          its right later to rely upon such grounds.

     G.   CONTINUANCE OF BUSINESS RELATIONS

          Upon receipt of any notice of termination, Retailer agrees to conduct
          itself and its operation until the effective date of termination in a
          manner that will not injure the reputation or goodwill of the
          Mercedes-Benz Marks or MBUSA.

     H.   REPURCHASE PROVISIONS

          1.   MBUSA'S OBLIGATIONS

               Upon the termination of this Agreement, MBUSA shall have the
               right to cancel any and all shipments of Mercedes-Benz Light
               Truck Products scheduled for delivery to Retailer, and MBUSA
               shall repurchase from Retailer the following:

               a.   New, unused, unmodified and undamaged Mercedes-Benz Light
                    Trucks then unsold in Retailer's inventory that are of the
                    then current or prior model year. The prices of such light
                    trucks shall be the same as those at which they were
                    originally purchased by Retailer, less all prior refunds or
                    other allowances made by MBUSA to Retailer with respect
                    thereto.

               b.   New, unused and undamaged Genuine Mercedes-Benz Light Truck
                    Parts and Accessories then unsold in Retailer's inventory
                    that are in good and saleable condition and are listed in
                    the current parts catalog. The prices for such parts and
                    accessories shall be the prices last established by MBUSA
                    for the sale of identical parts or

                                      -28-

<PAGE>   34
                    accessories to Mercedes-Benz light truck retailers in the
                    area in which Retailer is located.

               c.   Special service tools recommended by MBUSA and then owned by
                    Retailer and that are especially designed for servicing
                    Mercedes-Benz Light Trucks. The prices for such special
                    service tools will be the price paid by Retailer less
                    depreciation calculated on a straight-line basis over a
                    three-year period, or such other price as the parties may
                    negotiate.

               d.   Signs that MBUSA has recommended for identification of
                    Retailer. The price of such signs shall be the price paid by
                    Retailer less appropriate depreciation calculated on a
                    straight-line basis over a three-year period, or such other
                    price as the parties may negotiate.

          2.   RETAILER'S RESPONSIBILITIES

               MBUSA's obligations to repurchase the items set forth in this
               Section XI.H are contingent upon Retailer fulfilling all of the
               following obligations:

               a.   Within thirty (30) days after the effective date of
                    termination of this Agreement, Retailer shall deliver or
                    mail to MBUSA a detailed inventory of all items referred to
                    in this Section XI.H that it requests MBUSA repurchase and
                    shall certify that such list is true and accurate.

               b.   Retailer shall be entitled to request repurchase of only
                    those items that it purchased from MBUSA, unless MBUSA
                    agrees otherwise.

               c.   Retailer will deliver to MBUSA at MBUSA's place of business
                    and at Retailer's expense all Mercedes-Benz Light Truck
                    Products and special service tools to be repurchased by
                    MBUSA. If Retailer fails to do so, MBUSA may transfer such
                    items and deduct the cost therefor from the repurchase
                    price.

               d.   Retailer will execute and deliver to MBUSA instruments
                    satisfactory to MBUSA conveying good and marketable title to
                    the aforesaid items to MBUSA. If such items are subject to
                    any lien or charge of any kind, Retailer will procure the
                    discharge in satisfaction thereof prior to their repurchase
                    by MBUSA. Retailer will comply with the requirements of any
                    state or federal laws that relate to the repurchase,
                    including bulk sales or transfer laws.

               e.   Retailer will provide to MBUSA in writing the names and
                    addresses of all of its Mercedes-Benz light truck service
                    clients.

                                      -29-


<PAGE>   35
               f.   Retailer will deliver to MBUSA at MBUSA's place of business
                    Or to a third person designated by MBUSA and at Retailer's
                    expense any and all sales instruction manuals, promotional
                    materials, technical or service literature, advertising and
                    other printed material, computer software or other media
                    relating to Mercedes-Benz Light Truck Products then in
                    Retailer's possession and that were acquired or obtained by
                    Retailer from MBUSA.

               g.   Retailer will remove, at its own expense, all signage and
                    corporate identification from Retailer's Approved
                    Location(s), including all Mercedes-Benz Marks, before it is
                    eligible for payment hereunder.

          3.   PAYMENT BY MBUSA

               MBUSA will pay Retailer for such items as Retailer may request be
               repurchased and that qualify hereunder as soon as practicable
               upon Retailer's compliance with all of the obligations set forth
               herein and upon computation of any outstanding indebtedness of
               Retailer to MBUSA.

               MBUSA shall have the right to offset from any amounts due to
               Retailer hereunder the total sum of Retailer's outstanding
               indebtedness to MBUSA.

               If Retailer disagrees with MBUSA's valuation of any item herein,
               and Retailer and MBUSA have not resolved their disagreement
               within ninety (90) days of the effective date of termination of
               this Agreement, MBUSA shall pay to Retailer the amount to which
               it reasonably believes Retailer is entitled. Retailer's exclusive
               remedy to recover any additional sums that it believes are due
               under this Section shall be by resort to the procedures set forth
               in Section XII.

XII. DISPUTE RESOLUTION PROCESS

     A.   THE MERCEDES-BENZ BOARD

          MBUSA and Retailer agree to minimize disputes between them. However,
          in the event that disputes arise, MBUSA and Retailer agree that they
          will attempt to resolve all matters between them before any formal
          action is taken to initiate any judicial, administrative or
          governmental proceeding.

          A Mercedes-Benz Board ("Board") will act as the administrator of all
          disputes between MBUSA and Retailer arising out of or relating to this
          Agreement. The Board will consist of three representatives who will be
          selected by MBUSA and three retailer operators of Mercedes-Benz
          passenger car retailers who will be selected by the Mercedes-Benz
          Retailer Board. The Board will determine eligibility requirements,
          develop procedures to ensure a fair and equitable

                                      -30-


<PAGE>   36
          decision ("ADR Procedures") and select individuals to participate in
          a Dispute Resolution Panel ("Panel") to hear an eligible dispute. The
          Panel shall consist of at least one MBUSA representative, one
          retailer operator of a Mercedes-Benz passenger car retailer, and one
          independent person who has been selected by the Board.

          The Board shall also monitor the Dispute Resolution Process, report to
          MBUSA and the Mercedes-Benz Retailer Board annually on the
          effectiveness of this process and, when required, make recommendations
          for changes in this process.

          There are two steps in the Dispute Resolution Process: mandatory
          mediation and optional arbitration. All disputes must first be
          submitted to mediation, unless that step is waived by written
          agreement of the parties. If mediation does not resolve the dispute to
          their mutual satisfaction, then Retailer may submit the dispute to
          arbitration.

     B.   MANDATORY MEDIATION

          Prior to initiating any judicial, administrative or governmental
          proceeding, MBUSA and Retailer agree to mediate any dispute arising
          out of or relating to the Agreement. MBUSA and Retailer agree that the
          procedures contained in the Retailer Dispute Resolution Guide shall
          govern mediation under Section XII.B. Mediation will be conducted by a
          Panel, which will evaluate each position and recommend a solution.
          This recommended solution is not binding on either party.

          If the parties are unable to resolve a dispute under this Section XII,
          and a party elects to initiate a judicial, administrative or
          governmental proceeding with respect to such dispute, the prevailing
          party shall be entitled to recover its costs of such proceeding,
          including its reasonable attorneys fees, from the other party.

          The parties hereby agree and stipulate that the Panel's recommended
          solution is admissible in any arbitration, judicial, administrative or
          governmental proceeding with respect to the dispute.

     C.   OPTIONAL ARBITRATION

          If a dispute has not been resolved after mediation, or if Retailer and
          MBUSA have agreed in writing to waive mediation, Retailer may submit
          the dispute to arbitration in accordance with the procedures in the
          Retailer Dispute Resolution Guide. The award of the arbitration panel
          shall be binding on MBUSA but not on Retailer, and shall be
          non-appealable except as otherwise provided in the United States
          Arbitration Act. Retailer may pursue its remedy in a judicial,
          administrative or governmental proceeding if Retailer chooses not to
          be bound by the arbitration award. Judgment upon any award rendered by
          the arbitrator(s) may be entered and enforced in any court having
          jurisdiction.

                                      -31-


<PAGE>   37

XIII. DEFENSE AND INDEMNIFICATION

     A.   DEFENSE AND INDEMNIFICATION BY MBUSA

          MBUSA agrees to assume the defense of Retailer and to indemnify and
          hold Retailer harmless in any lawsuit naming Retailer as a defendant
          and involving any Mercedes-Benz Light Truck Product when the lawsuit
          also involves allegations of:


          1.   Bodily injury or property damage arising out of an occurrence
               allegedly caused solely by a defect or failure to warn of a
               defect in design, manufacture or assembly of a Mercedes-Benz
               Light Truck Product, provided that the defect could not
               reasonably have been discovered by Retailer during the
               pre-delivery inspections and service of the Mercedes-Benz Light
               Truck Product or otherwise;

          2.   Any misrepresentation or misleading statement or unfair or
               deceptive trade practice of MBUSA; or

          3.   Any substantial damage to a Mercedes-Benz Light Truck Product
               purchased by Retailer from MBUSA that was repaired by MBUSA and
               where Retailer had not been notified of such damage in writing
               prior to the delivery of the subject light truck, part or
               accessory to a retail client; and

               Provided:

          4.   That Retailer delivers to MBUSA, in a manner to be designated by
               MBUSA, within twenty (20) days of the service of any summons or
               complaint, copies of such documents and requests in writing a
               defense and/or indemnification therein (except as provided in
               Section XIII.D below);

          5.   That the complaint does not involve allegations of Retailer
               misconduct, including but not limited to, improper or
               unsatisfactory service or repair, misrepresentation, or any claim
               of Retailer's unfair or deceptive trade practice;

          6.   That the Mercedes-Benz Light Truck Product which is the subject
               of the lawsuit was not altered by or for Retailer;

          7.   That Retailer agrees to cooperate fully in the defense of such
               action as MBUSA may reasonably require; and

          8.   That Retailer agrees that MBUSA may offset any recovery on
               Retailer's behalf against any indemnification that may be
               required hereunder.

                                      -32-


<PAGE>   38
     B.   DEFENSE AND INDEMNIFICATION BY RETAILER

          Retailer agrees to assume the defense of MBUSA or MBUSI and to
          indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI
          as a defendant when the lawsuit involves allegations of:

          1.   Retailer's failure to comply, in whole or in part, with any
               obligation assumed by Retailer under this Agreement;

          2.   Retailer's negligent or improper inspection, preparation, repair
               or servicing of a new or used Mercedes-Benz Light Truck Product,
               or such other motor vehicles or equipment as may be sold or
               serviced by Retailer;

          3.   Retailers alleged breach of any contract or warranty other than
               that provided by MBUSA or MBUSI;

          4.   Retailer's alleged misleading statements, misrepresentations, or
               deceptive or unfair trade practices;

          5.   Any modification or alteration made by or on behalf of Retailer
               to a Mercedes-Benz Light Track Product, except those made
               pursuant to the express written instruction or with the express
               written approval of MBUSA;

          6.   Any change in the employment status or in the terms or conditions
               of employment of any officer, employee or agent of Retailer or of
               any Owner or the Retailer Operator, including but not limited to
               claims for breach of employment contract, wrongful termination or
               discharge, tortious interference with contract or economic
               advantage, and similar claims; and

               Provided:

          7.   That MBUSA delivers to Retailer, within twenty (20) days of the
               service of any summons, or complaint, copies of such documents,
               and requests in writing a defense and/or indemnification therein
               (except as provided in Section XIII.D below);

          8.   That MBUSA agrees to cooperate fully in the defense of such
               action as Retailer may reasonably require; and

          9.   That the complaint does not involve allegations of liability
               premised upon MBUSA's separate conduct or omissions.

                                      -33-

<PAGE>   39
     C.   CONDITIONAL DEFENSE AND/OR INDEMNIFICATION

          In agreeing to defend and/or indemnify each other, Retailer and MBUSA
          may make their agreement conditional on the continued existence of the
          state of facts as then known to such party and may provide for the
          withdrawal of such defense and/or indemnification at such time as
          facts arise which, if known at the time of the original request for a
          defense and/or indemnification, would have caused either Retailer or
          MBUSA to refuse such request.

          The party withdrawing from its agreement to defend and/or indemnify
          shall give timely notice of its intent to withdraw. Such notice shall
          be in writing and shall be effective upon receipt. The withdrawing
          party shall be responsible for all costs and expenses of defense up to
          the date of receipt of its notice of withdrawal.

     D.   THE EFFECT OF SUBSEQUENT DEVELOPMENTS

          In the event that subsequent developments in a case make clear that
          the allegations which initially preclude a request or an acceptance of
          a request for a defense and/or indemnification are no longer at issue
          therein or are without foundation, any party having a right to a
          defense and/or indemnification hereunder may tender such request for a
          defense and indemnification to the other party. Neither Retailer nor
          MBUSA shall be required to agree to such subsequent request for a
          defense and/or indemnification where that party would be unduly
          prejudiced by such delay.

     E.   TIME TO RESPOND AND RESPONSIBILITIES OF THE PARTIES

          Retailer and MBUSA shall have sixty (60) days from the receipt of a
          request for a defense and/or indemnification to conduct an
          investigation to determine whether or not, or under what conditions,
          it may agree to defend and/or indemnify pursuant to this Section.

          If local rules require a response to the complaint in the lawsuit
          prior to the time provided hereunder for a response to such request,
          the requesting party shall take all steps necessary, including
          obtaining counsel, to protect its own interest in the lawsuit until
          Retailer or MBUSA assumes the requested defense and/or
          indemnification. In the event that Retailer or MBUSA agrees to assume
          the defense and/or indemnification of a lawsuit, it shall have the
          right to engage and direct counsel of its own choosing and, except in
          cases where the request is made pursuant to Section XIII.D above,
          shall have the obligation to reimburse the requesting party for all
          reasonable costs and expense, including actual attorneys' fees,
          incurred prior to such assumption.

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<PAGE>   40

XIV. NOTICE OF BREACH OR FAILURE TO ACT IN GOOD FAITH

     In the interest of maintaining a harmonious relationship between MBUSA and
     Retailer, if Retailer believes that MBUSA has breached this Agreement or
     has failed to act in good faith toward Retailer, Retailer shall report its
     belief and the bases therefor promptly, in writing, to the President or a
     Vice President of MBUSA. For the purposes of this Section XIV, the term
     "good faith" shall mean MBUSA and its representatives acting in a fair,
     honest, commercially reasonable, equitable, and impartial manner toward
     Retailer. It is the intention of the parties that the purpose of the
     requirement of such notification by Retailer is to afford MBUSA sufficient
     opportunity to consider the claim of Retailer and if, in the sole
     determination of MBUSA, such claim is found to be meritorious, to undertake
     such measures as may be necessary to correct the condition of which
     Retailer complains.

XV.  GENERAL PROVISIONS

     A.   NOTICES

          Except as otherwise specifically provided herein, any notice required
          to be given by either party to the other shall be in writing, shall be
          delivered personally or by mail to the party at its address as stated
          in this Agreement, and shall be effective upon receipt by hand
          delivery or upon mailing.

     B.   NO IMPLIED WAIVERS

          The failure of either party at any time to require performance by the
          other party of any provision herein shall in no way affect the right
          of such party to require such performance at any time thereafter. The
          waiver by any party of a breach of any provision herein shall not
          constitute a waiver of any succeeding breach of the same or any other
          provision or constitute a waiver of the provision itself.

     C.   SOLE AGREEMENT OF THE PARTIES

          This Agreement terminates and supersedes all prior agreements between
          the parties relating to the subject matters covered herein. There are
          no prior agreements or understandings, either oral or written, between
          the parties affecting this Agreement or relating to the sale or
          service of Mercedes-Benz Light Truck Products, except as otherwise
          specifically provided for or referred to in this Agreement. Retailer
          acknowledges that no representations or statements other than those
          expressly set forth therein were made by MBUSA or any officer,
          employee, agent, or representative thereof, or were relied upon by
          Retailer in entering into this Agreement.


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<PAGE>   41
     D.   RETAILER NOT AN AGENT OR REPRESENTATIVE

          Retailer is an independent business. This Agreement does not
          constitute Retailer the agent or legal representative of MBUSA or
          MBUSI for any purpose whatsoever. Retailer is not granted any express
          or implied right or authority to assume or create any obligation on
          behalf of or in the name of MBUSA or MBUSI or to bind MBUSA or MBUSI
          in any manner whatsoever. No fiduciary obligations are created by this
          Agreement.

     E.   ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES

          This is a personal service agreement and may not be assigned or sold
          in whole or in part, directly or indirectly, voluntarily or by
          operation of law, without the prior written consent of MBUSA. Any
          attempted transfer, assignment or sale without MBUSA's prior written
          consent will be void and not binding upon MBUSA.

     F.   NO FRANCHISE FEE

          Retailer warrants that it has paid no fee, nor has it provided any
          goods or services in lieu of same, to MBUSA in consideration of
          entering into this Agreement. The sole consideration for MBUSA's
          entering into this Agreement is Owner's and Retailer Operator's
          ability, integrity, assurance of personal services, and expressed
          intention to deal fairly and equitably with MBUSA and the public.

     G.   BENEFIT

          This Agreement is entered into by and between MBUSA and Retailer for
          their sole and mutual benefit. Neither this Agreement nor any specific
          provision contained in it is intended or shall be construed to be for
          the benefit of any third party.

     H.   NEW JERSEY LAW

          This Agreement shall be deemed to have been entered into in the State
          of New Jersey, and all questions concerning the validity,
          interpretation, or performance of any of its terms, or of any
          contractual rights or obligations of the parties hereto, shall be
          governed by and resolved in accordance with the internal laws of the
          State of New Jersey, including, without limitation, its statutes of
          limitations.


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<PAGE>   42
XVI. DEFINITIONS

     As used in this Agreement, the parties agree that the following terms shall
     be defined exclusively as set forth below.

     A.   RETAILER: The natural person or entity that executes the Agreement and
          is authorized by MBUSA to sell and service Mercedes-Benz Light Truck
          Products as defined herein.

     B.   OWNER: The persons identified in Paragraph D and the Final Paragraph
          of this Agreement.

     C.   RETAILER OPERATOR: The person identified in Paragraph E and the Final
          Paragraph of this Agreement.

     D.   MERCEDES-BENZ CENTER FACILITIES: The buildings, improvements, fixtures
          and equipment situated at the Approved Location(s) and identified in
          Paragraph F and the Final Paragraph of this Agreement.

     E.   APPROVED LOCATION(S): The location(s) and any facilities thereon
          designated in Paragraph F and the Final Paragraph of this Agreement
          that MBUSA has approved for the Mercedes-Benz Center Operation(s)
          specified therein.

     F.   MERCEDES-BENZ CENTER OPERATIONS: All retailer functions contemplated
          by this Agreement including, without limitation, sale and servicing of
          Mercedes-Benz Light Truck Products, use and display of Mercedes-Benz
          Marks and Mercedes-Benz Light Truck Products, rental and leasing of
          Mercedes-Benz Light Trucks, body shop work, financing or insurance
          services and any other activities undertaken by Retailer in connection
          with Mercedes-Benz Light Truck Products whether conducted directly or
          indirectly by Retailer.

     G.   DCAG: DaimlerChrysler Aktiengesellschaft, a corporation of the Federal
          Republic of Germany and the owner of the Mercedes-Benz Marks, and any
          successor thereto.

     H.   MERCEDES-BENZ MARKS: The various Mercedes-Benz trademarks, service
          marks, names, logos and designs that Retailer is authorized to use in
          the sale and servicing of Mercedes-Benz Light Truck Products,
          including the "Three-Pointed Star."

     1.   MBUSI: Mercedes-Benz U.S. International, Inc., a Delaware corporation
          and the manufacturer of Mercedes-Benz Light Trucks.

     J.   MERCEDES-BENZ LIGHT TRUCKS: All new Mercedes-Benz light trucks that
          MBUSA is authorized to sell to Mercedes-Benz light truck retailers in
          the

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<PAGE>   43
          United States of America pursuant to a written distribution agreement
          between MBUSI and MBUSA, and that MBUSA, in its sole discretion, sells
          to Retailer for resale.

     K.   GENUINE MERCEDES-BENZ LIGHT TRUCK PARTS AND ACCESSORIES: All
          Mercedes-Benz light truck parts and accessories manufactured by or on
          behalf of MBUSA or MBUSI and such other parts and accessories
          specifically approved by MBUSI for use in servicing Mercedes-Benz
          Light Trucks that MBUSA sells to Retailer for resale.

     L.   MERCEDES-BENZ LIGHT TRUCK PRODUCTS: All Mercedes-Benz Light Trucks
          and Genuine Mercedes-Benz Light Truck Parts and Accessories that MBUSA
          sells to Retailer for resale.

     M.   COMPETITIVE VEHICLES: Those new vehicles that are considered by MBUSA
          to be directly competitive with Mercedes-Benz Light Trucks.

     N.   WARRANTY MANUAL: The Mercedes-Benz Warranty Policies and Procedures
          Manual.

     O.   MERCEDES-BENZ PASSENGER CAR RETAILER AGREEMENT: The Mercedes-Benz
          Passenger Car Retailer Agreement between MBUSA and Retailer.

XVII. ADDITIONAL PROVISIONS

     In consideration of MBUSA's agreement to appoint Retailer as a
     Mercedes-Benz light truck retailer, Retailer further agrees:

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