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                                                                 EXHIBIT 10.2.13

                                                                 (MAZDA LOGO)


                               STANDARD PROVISIONS

12.  ACQUISITION, DELIVERY, AND INVENTORY OF MAZDA PRODUCTS.

     A.   ACQUISITION OF MAZDA PRODUCTS. Dealer has the right to order and
          purchase Mazda Products, as specified in the Product Addendum, from
          Mazda or other Mazda Dealers in accordance with the terms of the
          Agreement and such other requirements as may be established by Mazda
          from time to time. Dealer agrees to purchase such new Mazda Products
          meeting all applicable state and federal specifications and
          requirements, only from Mazda or other Mazda Dealers licensed in the
          United States.

          Except as Dealer may indicate to the contrary, Dealer warrants that
          all Mazda Products purchased from Mazda or other Mazda Dealers, except
          those used in Dealer's Business, or by Dealer personally, shall be
          purchased only for retail sale or lease in the regular course of
          Dealer's Business. Dealer has furnished and agrees to furnish to
          Mazda all applicable retail certificates relating to retail
          transactions, in the form required by law.

     B.   AVAILABILITY AND ALLOCATION OF PRODUCT. Mazda agrees to use its best
          efforts to provide such Mazda Products as stated above to Dealer in
          such quantities and types as Dealer may require in order to fulfill
          Dealer's obligations for the sale and servicing of Mazda Products
          under this Agreement. However, Dealer and Mazda acknowledge that
          Mazda's supply of Mazda Products can vary from time to time for many
          reasons and that to maintain an effective distribution system, it may
          be necessary for Mazda to allocate its supply of Mazda Products among
          Mazda Dealers. Mazda shall endeavor to allocate Mazda Products among
          its dealers in a fair and equitable manner, utilizing uniform methods
          of allocation which take into consideration such factors as are
          reasonably relevant. Mazda agrees to provide Dealer with an
          explanation of the method used to distribute such products upon
          written request, and will advise Dealer of Mazda's total wholesale
          sales of Mazda Vehicles, by series, in Dealer's market area and to
          Dealer individually, for a reasonable time frame.

     C.   PRICES AND TERMS OF SALE. Dealer agrees to purchase such Mazda
          Products according to the prices, charges (including destination,
          shipping and other applicable charges) and terms Mazda may establish
          and revise from time to time. Revised prices, charges and terms shall
          apply to any Mazda Products not already invoiced to Dealer by Mazda as
          follows:

          (i)  At the time the notice of any such change is given to Dealer (in
               the case of Mazda Vehicles);

          (ii) Upon issuance of a new or modified parts price list or through
               change notices, letters, bulletins, or revision sheets (in the
               case of parts, options and accessories); or

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          (iii) At such other times as may be designated by Mazda in writing.

          Dealer shall pay for all Mazda Products when billed, unless other
          terms are established by Mazda in writing. Ownership of and title to
          Mazda Products sold by Mazda to Dealer shall pass to Dealer upon
          Mazda's receipt of full payment for such Mazda Products.

     D.   METHOD, PLACE AND CHARGES ASSOCIATED WITH PRODUCT DELIVERY.

          (i)  METHOD AND PLACE OF DELIVERY. Mazda shall deliver Mazda Products
               to Dealer as soon as is practicable after acceptance of Dealer's
               order. Mazda shall designate the distribution points, and shall
               select the mode of transportation and carrier for transportation
               of Mazda Products to Dealer. Mazda Products may be delivered to
               Dealer at Dealer's Authorized Location or to the nearest
               practicable unloading point from Dealer's Authorized Location.

          (ii) CHARGES ASSOCIATED WITH PRODUCT DELIVERY. Dealer shall pay Mazda
               such charges as Mazda establishes in its reasonable discretion
               establishes for the above transportation services, under such
               terms and conditions as established in Mazda's Policies and
               Procedures.

     E.   INVENTORY DAMAGE CLAIMS & LIABILITY. Mazda shall have the risk of loss
          until Mazda Products are delivered to Dealer and signed for or
          accepted by Dealer in accordance with Dealer's arrangements with the
          carrier, and thereafter the risk of loss shall pass to Dealer. Dealer
          shall promptly notify Mazda of any damage occurring during transit and
          shall, if instructed by Mazda, file damage claims on Mazda's behalf
          against the transportation carrier. Dealer agrees to assist Mazda in
          obtaining recovery against any transportation carrier or insurer for
          loss or damage to Mazda Products delivered to Dealer.

          To the extent required by law, Dealer shall notify the customer prior
          to the sale of a Mazda Product of any damage known or made known to
          Dealer which was sustained by that Mazda Product. Dealer shall defend,
          indemnify and hold Mazda harmless from any liability and/or loss
          resulting from Dealer's failure to so notify the purchaser.

     F.   DELAYS/FAILURES IN DELIVERY. Mazda shall not be liable for delays or
          failures in delivery of Mazda Products resulting from any event beyond
          Mazda's reasonable control, including, without limitation: fires,
          floods, storms or other acts of God, any law or regulation of any
          governmental entity, foreign or civil wars, riots, terrorist acts,
          interruptions of navigation, shipwrecks, strikes, lockouts or other
          labor troubles, embargoes, or blockades. Dealer agrees to make claims
          promptly, in writing, to Mazda for shortages in any shipments of Mazda
          Products within the time and in the manner required by Mazda.

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     G.   CHARGES FOR NON-ACCEPTANCE OR NON-PAYMENT BY DEALER. If after
          delivery, Dealer fails or refuses to accept or pay for Mazda Vehicles
          that it has agreed to purchase, Dealer shall pay all resulting charges
          incurred by Mazda. These charges shall not exceed the total of the
          charge of returning any such product to the point of original shipment
          by Mazda plus all charges for demurrage, storage or other charges
          relating to such failure or refusal, as well as any and all reasonable
          charges for demurrage, storage or other charges accruing after return
          of the shipment to the point of original shipment. Mazda agrees to pay
          all expenses incurred by Dealer to reship to Mazda any Mazda Vehicle
          not ordered by Dealer; provided, that Dealer notifies Mazda of the
          incorrect shipment, and reships the Mazda Vehicles promptly and as
          directed by Mazda.

      H.  PRODUCT CHANGES BY MAZDA. Mazda may change the design or
          specifications of, or the options for, any Mazda Product, or make any
          similar changes in any Mazda Product previously purchased by or
          delivered to Dealer, without notice to Dealer. No change shall be
          considered a model year change unless solely specified by Mazda.

     I.   DISCONTINUANCE OF MANUFACTURE, IMPORTATION OR DISTRIBUTION. Mazda may
          discontinue the manufacture, importation or distribution of all or
          part of any Mazda Product, including motor vehicles, parts, options,
          or accessories, and including any model, series, or body style of any
          Mazda Vehicle, at any time without any obligation or liability to
          Dealer.

     J.   VEHICLE INVENTORY OBLIGATIONS. Subject to Mazda's ability to supply
          Mazda Vehicles to Dealer, Dealer shall, at all times, maintain for
          purposes of display, demonstration and sale the appropriate number and
          representative mix, as may be established by Mazda from time to time,
          of the most current models of Mazda Vehicles set forth in the Product
          Addendum. Dealer shall, at all times, maintain such Mazda Vehicles in
          showroom ready condition.

      K.  RESTRICTIONS ON PRODUCT MODIFICATIONS BY DEALER. Mazda may request
          that Dealer make modifications to Mazda Products from time to time.
          Other than those modifications approved in writing by Mazda, Dealer
          shall not make, or cause to be made, any modifications to any Mazda
          Products which may tend to impair or adversely affect a Mazda
          Product's safety, emissions, durability, or structural integrity, or
          which are not in compliance with applicable law.

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13.  DEALER MARKETING OF COMPANY PRODUCTS.

     A.   CUSTOMER SERVICE PHILOSOPHY. Dealer and Mazda agree that the success
          and future growth of Dealer and Mazda are substantially dependent upon
          maintaining the highest levels of customer satisfaction possible.
          Accordingly, Dealer agrees to:

          (i)  Ensure that Dealer's sales personnel and administrative staff
               receive professional and ongoing training in customer
               satisfaction techniques and considerations;

          (ii) Employ a sufficient number of qualified and trained personnel for
               Dealer's sale of Mazda Products; and

          (iii) Ensure that Dealer's sales personnel at all times treat
                customers in a prompt, courteous, fair and professional manner
                in accordance with Mazda's Policies and Standards.

      B.   DEALER'S SALES RESPONSIBILITIES. Dealer recognizes that customer
           satisfaction and the successful promotion and sale of Mazda Products
           are significantly dependent on Dealer's advertising and sales
           promotion activities. Accordingly, Dealer shall at all times
           honestly, energetically, professionally and effectively promote the
           purchase of Mazda Products by:

          (i)  Advertising, merchandising, promoting and selling such Mazda
               Products in an active and effective manner through Dealer's own
               advertising and sales promotion activities;

          (ii) Maintaining high standards of ethics in advertising, promoting
               and selling such Mazda Products, and not engaging in any
               misrepresentations, unlawful, unfair or deceptive practices; and

          (iii) Accurately representing to customers the total sale or lease
                price of such Mazda Products. Dealer agrees to explain to
                customers of such Mazda Products the items that make up the
                total sale or lease price and to give customers itemized
                statements and all other information required by law. Dealer
                understands and hereby acknowledges that it may sell or lease
                such Mazda Products at whatever lawful price Dealer desires.

     C.   DEALER'S EXPORT SALES PROHIBITION. Dealer is authorized to sell Mazda
          Products only to customers located in the United States. Dealer agrees
          that it shall not knowingly sell Mazda Products for resale or use
          outside of the United States. Dealer shall not be responsible for any
          Mazda Vehicles registered in the United States, but subsequently
          exported by the purchaser without Dealer's knowledge of the
          purchaser's intent to export the Mazda Vehicles.


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     D.   USED VEHICLES. Dealer agrees to display, promote and sell used
          vehicles at the Authorized Location(s). Dealer shall maintain for
          retail sales an adequate inventory of used vehicles.

          Mazda may from time to time develop used vehicle programs to enhance
          Dealer's ability to promote sales and customer satisfaction. Such
          programs shall be made available to all Mazda Dealers that meet
          certain Policies and Standards. If Dealer meets such Policies and
          Standards, Dealer is eligible to participate in such programs.

     E.   ASSISTANCE PROVIDED BY MAZDA.

          (i)  SALES TRAINING. To assist Dealer in the fulfillment of its sales
               and customer satisfaction responsibilities under this Agreement,
               Mazda agrees to offer general and specialized sales management
               and sales training programs for the benefit and use of Dealer's
               sales organization. Mazda may reasonably deem participation by
               Mazda Dealers in certain programs to be essential for maintaining
               an effective and efficient sales distribution system for Mazda
               Products ("Essential Programs"). Attendance at all training
               programs, whether or not an Essential Program, shall be at
               Dealer's expense.

          (ii) SALES PROMOTION ASSISTANCE. In order that authorized Mazda
               Dealers may be assured of the benefits of comprehensive
               advertising and promotion of Mazda Products, Mazda agrees to
               establish and maintain general advertising and promotion programs
               and shall from time to time make sales promotion and campaign
               materials available to Dealer to promote the sales of Mazda
               Products, at a reasonable charge if applicable.

          (iii) FIELD SALES PERSONNEL ASSISTANCE. To assist Dealer in handling
                its sales responsibilities under this Agreement, Mazda agrees to
                provide qualified and trained field sales personnel to contact
                Dealer on a periodic basis to: (a) advise and counsel Dealer on
                sales-related subjects, including merchandising, sales, training
                and general management matters; and (b) review and discuss
                customer satisfaction matters.

     F.   INNOVATIVE MARKETING OPPORTUNITIES. In order to maintain an effective
          and efficient sales distribution system for Mazda Products, it may be
          necessary for Mazda to develop and implement new and innovative
          marketing strategies, techniques and opportunities. Dealer agrees to
          support Mazda's efforts by either participating in programs developed
          by Mazda or by developing Dealer's own complementary marketing
          strategies, techniques and opportunities.

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14.  DEALER SERVICE OBLIGATIONS.

     A.   CUSTOMER SERVICE PHILOSOPHY. Dealer and Mazda agree that the success
          and future growth of Dealer and Mazda are substantially dependent upon
          the customer's ability to obtain high-quality vehicle service and
          maintenance. Therefore, in striving for and maintaining the highest
          levels of customer satisfaction possible, Dealer agrees to:

          (i)  Take all reasonable steps to provide the highest quality of
               service for all Mazda Vehicles, regardless of where purchased and
               whether or not covered under warranty;

          (ii) Employ a sufficient number of qualified and trained personnel for
               the service of Mazda Products;

          (iii) Ensure that the customer is advised of the nature and cost of
                any necessary repairs, and that his or her consent is obtained
                prior to the initiation of any repairs;

          (iv) Ensure that customer concerns with Mazda Vehicles are accurately
               diagnosed and any necessary and approved repairs are promptly and
               professionally performed;

          (v)  Ensure that Dealer's service and parts personnel receive
               professional training in the servicing of Mazda Products and in
               customer satisfaction techniques and considerations; and

          (vi) Ensure that customers are at all times treated in a prompt,
               courteous, fair and professional manner.

     B.   NEW VEHICLE PRE-DELIVERY OBLIGATIONS. Prior to delivery of each new
          Mazda Vehicle to a customer. Dealer shall perform a pre-delivery
          inspection and service on the vehicle in accordance with standards
          and procedures established by Mazda. Mazda shall pay Dealer for such
          pre-delivery service according to the applicable provisions of the
          Mazda Warranty Policies and Procedures Manual.

          Mazda shall prepare and affix appropriate stickers, tags and other
          labels and notices to the customer ("CONSUMER NOTICE(S)") to all Mazda
          Vehicles it delivers to Dealer. Dealer shall inspect and ensure that
          all such Consumer Notices remain affixed to all Mazda Vehicles until
          delivered to the customer.

     C.   WARRANTY AND POLICY SERVICE. Dealer acknowledges that the only
          warranties applicable to Mazda Products shall be such written
          warranty or warranties furnished by Mazda and Mazda's suppliers, as
          revised from time to time. Except for its limited express liability
          under such


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          written warranty or warranties, Mazda does not assume any other
          warranty obligation or liability. Dealer is not authorized to assume
          or create any additional warranty obligations or liabilities on behalf
          of Mazda. Any additional obligations assumed by Dealer shall be
          Dealer's sole responsibility. Any extended service contract offered by
          Mazda or others and sold by Dealer to a customer shall be governed by
          its own terms.

          Dealer agrees to abide by and implement Mazda's warranty procedures,
          as amended from time to time, in all respects and shall comply with
          all warranty requirements imposed by law.

          Unless otherwise approved in writing in advance by Mazda, Dealer shall
          perform all warranty repairs on Mazda Products using genuine Mazda
          Parts and Accessories and shall make such other repairs or inspections
          of Mazda Products as may be required or authorized by Mazda, in
          accordance with Mazda's Policies and Procedures, regardless of where
          the Mazda Product was purchased. Mazda agrees to compensate Dealer for
          all warranty work, including labor, diagnosis and genuine Mazda Parts
          and Accessories, in accordance with Mazda's Policies and Procedures
          and at the rates established from time to time by Mazda. Warranty
          service is provided for the benefit of customers, and Dealer agrees
          that a customer shall not be obligated to pay any charges for warranty
          work or any other services for which Dealer is reimbursed or paid by
          Mazda.

     D.   USE OF PARTS AND ACCESSORIES IN NON-WARRANTY SERVICING. Subject to the
          provisions set forth below, Dealer has the right to sell, install or
          use, for making non-warranty repairs, products that are not genuine
          Mazda Parts or Accessories. Dealer acknowledges, however, that its
          customers expect that any parts or accessories that Dealer sells,
          installs or uses in the sale, repair or servicing of Mazda Vehicles
          are, or meet the high quality standards of, genuine Mazda Parts or
          Accessories. Dealer agrees that in sales, repairs or servicing where
          Dealer does not use genuine Mazda Parts or Accessories, Dealer shall
          only utilize such other parts or accessories that shall not adversely
          affect the operation or characteristics of the Mazda Vehicle being
          sold, repaired or serviced and that are equivalent in quality and
          design to genuine Mazda Parts or Accessories.

     E.   NON-GENUINE PARTS AND ACCESSORIES WARRANTY DISCLOSURES. In order to
          minimize confusion and potential customer dissatisfaction, in any
          instance where Dealer sells, installs or uses other than genuine Mazda
          Parts or Accessories, Dealer shall disclose such fact to the customer
          and shall advise the customer that these items are not included in
          warranties furnished by Mazda. Such disclosure shall be written,
          conspicuous and stated on the customer's copy of the service or repair
          order or sale document. In addition, Dealer shall clearly explain to
          the customer the extent of any warranty covering the parts or
          accessories involved and shall deliver a copy of the warranty to the
          customer.


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     F.   SERVICE CAMPAIGN INSPECTIONS AND CORRECTIONS. Dealer agrees to perform
          service campaign inspections and/or corrections for owners or users of
          all Mazda Products that qualify for such inspections and/or
          corrections. Dealer further agrees to comply with all of Mazda's
          directives and with the applicable procedures established by Mazda
          from time to time relating to those inspections and/or corrections.
          Mazda agrees to reimburse Dealer for all replacement parts and other
          materials required and used in such work and for labor according to
          Mazda's directives and the applicable procedures established by Mazda.

     G.   COMPLIANCE WITH SAFETY AND EMISSIONS CONTROL REQUIREMENTS. Dealer
          agrees to comply and operate consistently with all applicable
          provisions of federal, state and local laws, ordinances, rules,
          regulations, consent decrees, and orders affecting Mazda Products and
          Dealership Operations, including without limitation, those relating to
          safety, emissions control, noise control and customer service. Dealer
          and Mazda agree to provide to one another such information and
          assistance as reasonably requested by the other in connection
          therewith.

          In the event that the laws of the state in which Dealer is located
          require motor vehicle dealers or distributors to install in new or
          used motor vehicles, prior to their retail sale, any safety devices or
          other equipment not installed or supplied as standard equipment by
          Mazda, then Dealer, prior to the sale of any Mazda Vehicle on which
          such installations are required, shall properly install such devices
          or equipment on such vehicle. Mazda agrees to reimburse Dealer for all
          parts and other materials required and used for such work and for
          labor according to the applicable procedures established by Mazda from
          time to time. Dealer shall comply with state and local laws pertaining
          to the installation and reporting of such equipment.

     H.   COMPLIANCE WITH CONSUMER PROTECTION STATUTES, RULES AND REGULATIONS.
          Dealer shall promptly investigate and handle all matters brought to
          its attention by Mazda, customers or users of Mazda Products, or any
          public or private agency, relating to the sale or servicing of Mazda
          Products so as to develop and maintain customer confidence in Dealer,
          Mazda and Mazda Products. Because certain customer complaints may
          impose liability upon Mazda under various repair or replacement laws
          or other consumer protection laws, rules and regulations, Dealer
          agrees to provide immediate notice to Mazda of such complaints and
          take such other steps as Mazda may reasonably require. Dealer shall do
          nothing to affect adversely Mazda's rights under such laws, rules and
          regulations. Subject to any law, rule or regulation to the contrary,
          where Mazda reasonably establishes that Dealer failed to carry out
          vehicle repairs in accordance with written and published Mazda
          Policies and Procedures or Mazda's express oral instructions
          subsequently confirmed in writing, Dealer shall be liable to Mazda for
          any refunds or vehicle replacements provided to customer. Dealer also
          agrees to provide applicable customer notifications and disclosures
          prescribed by repair or replacement laws or other consumer laws or
          regulations.


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15.  SERVICE AND PARTS OPERATIONS.

     A.   ORGANIZATION AND STANDARDS. Dealer agrees to organize and maintain a
          trained service and parts organization of the highest quality,
          including a qualified service manager and a qualified parts manager,
          and a number of competent customer relations, service and parts
          personnel sufficient to meet the needs of the marketplace, in Mazda's
          reasonable opinion. Dealer's personnel shall meet the educational,
          management and technical training standards established by Mazda and
          Dealer.

     B.   SERVICE EQUIPMENT AND SPECIAL TOOLS. Dealer agrees to acquire and
          properly maintain adequate service equipment and such special tools
          and instruments as Mazda specifies.

     C.   PARTS INVENTORY OBLIGATIONS. Dealer and Mazda recognize that owners
          and users of Mazda Vehicles may reasonably expect that Dealer shall
          have genuine Mazda Parts or Accessories immediately available for
          purchase or installation. Dealer, therefore, agrees to carry in stock
          at all times during the term of this Agreement an adequate inventory
          of genuine Mazda Parts or Accessories, as listed in Mazda's current
          inventory guide, to enable Dealer to meet the current and reasonably
          anticipated requirements of its customers and to fulfill its service
          responsibilities under this Agreement.

          Mazda shall prepare and affix appropriate Consumer Notices to all
          Mazda Parts or Accessories it delivers to Dealer. Dealer shall ensure
          that all such Consumer Notices remain affixed to all Mazda Parts or
          Accessories, or on or in the original packaging for Mazda Parts or
          Accessories, until delivered to the customer.

     D.   MANUALS AND MATERIALS. Dealer agrees to acquire, at Dealer's expense,
          and properly maintain and use adequate copies of such dealer manuals,
          catalogs, bulletins, publications and technical data as Mazda deems
          necessary for the needs of Dealer's service and parts organization.
          Dealer shall be responsible for keeping such manuals, publications and
          data current and available for consultation by its employees.

     E.   ASSISTANCE PROVIDED BY MAZDA.

          (i)  SERVICE AND PARTS TRAINING. To assist Dealer in fulfilling its
               service and parts responsibilities under this Agreement, Mazda
               agrees to offer general and specialized service and parts
               training programs for the benefit and use of Dealer's service and
               parts organizations. When requested by Mazda, Dealer's personnel
               shall participate in such programs at Dealer's expense.


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          (ii) MANUALS AND MATERIALS. Mazda agrees to make available to Dealer,
               at Dealer's expense, copies of such dealer manuals, catalogs,
               bulletins, publications and technical data as Mazda deems
               necessary for the needs of Dealer's service and parts
               organization.

          (iii) SPECIAL TOOLS AND EQUIPMENT. Mazda agrees to make available to
                Dealer, at Dealer's expense, special tools and equipment as
                Mazda deems reasonably necessary for use by Dealer's service and
                parts organization.

          (iv) FIELD PERSONNEL ASSISTANCE. To assist Dealer in handling its
               service and parts responsibilities under this Agreement, Mazda
               agrees to make available qualified field service and parts
               personnel who shall, from time to time, advise and counsel Dealer
               on service and parts-related subjects, including service and
               parts policies, product quality, technical adjustments, repair
               and replacement of product components, recall, product
               improvement or product update campaigns conducted by Mazda,
               customer relations, warranty administration, service and parts
               merchandising, and personnel/management training.

16.  CUSTOMER SATISFACTION RESPONSIBILITIES. One of Mazda's and Dealer's goals
     is to be recognized as marketing the finest products and providing the best
     service in the automobile industry. The Mazda name should therefore be
     synonymous with the highest level of customer satisfaction.

     A.   RESPONSIBILITIES OF DEALER. Dealer shall take all reasonable steps to
          ensure that each customer is completely satisfied with his or her
          Mazda Products and Dealer's services and practices. Accordingly,
          Dealer shall:

          (i)  Designate an employee principally responsible for customer
               satisfaction who has the authority to handle and resolve most
               customer satisfaction matters;

          (ii) Ensure customer satisfaction by:

               (a)  Emphasizing customer satisfaction to all Dealer's employees,
                    ensuring that customers are at all times treated in a
                    prompt, courteous, fair and professional manner, and
                    cooperating fully with Mazda in customer satisfaction
                    matters involving Dealer;

               (b)  Ensuring that Dealer's employees, including Dealer's General
                    Manager, attend Mazda's customer satisfaction training
                    sessions, at Dealer's expense;

               (c)  Responding immediately to, and using its best efforts to
                    positively resolve, requests for customer assistance, and
                    conveying to customers that Dealer is committed to the
                    highest possible level of customer satisfaction; and


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          (d)  Avoiding any and all deceptive, misleading, illegal, unethical
               and discourteous practices;

               And,

       (iii)  Advise Mazda promptly and fully, and maintain written records, of
              customer claims or problems in accordance with guidelines or
              instructions established by Mazda from time to time.

B.   RESPONSIBILITIES OF MAZDA. Mazda acknowledges that Mazda has an
     obligation to support Dealer's efforts to achieve a high level of customer
     satisfaction. Accordingly, Mazda shall:

     (i)   Ensure that qualified Mazda personnel contact Dealer on a periodic
           basis to discuss customer satisfaction matters;

     (ii)  Designate persons having principal responsibility and authority on
           behalf of Mazda to handle and resolve customer satisfaction matters
           with customers and Dealer;

     (iii) Prepare and offer to Dealer consumer materials about Mazda Products
           and services;

     (iv)  Establish effective consumer communications programs;

     (v)   Provide Dealer with the support needed to identify and make
           improvements in Dealership Operations through customer satisfaction
           programs as may be implemented by Mazda from time to time;

     (vi)  Promptly and fully advise Dealer with respect to customer matters
           involving Dealer, and respond in a timely fashion to notices from
           Dealer in situations involving claims of defects in Mazda Products;
           and

     (vii) Provide appropriate information to enable Dealer to respond to
           customers, consumer organizations and government agencies in a timely
           and courteous fashion regarding customer satisfaction matters
           involving Dealer.

C.   MEASUREMENT OF CUSTOMER SATISFACTION PERFORMANCE. Mazda's and Dealer's
     respective performance in promoting customer satisfaction and maintaining
     their customer service philosophy shall be evaluated on a regular basis
     through systems established by Mazda from time to time, together with
     survey results and unsolicited customer comments. Mazda shall establish
     reasonable, uniform criteria with which to evaluate Dealer. Mazda and
     Dealer agree to work together toward the goal of ever-improving customer
     satisfaction in accordance with the goals of their customer service
     philosophy.

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17. DEALER FACILITIES AND IDENTIFICATION.

     A.  FACILITIES. In order for Mazda to establish an effective network of
         authorized Mazda Dealers, Dealer shall provide, and at all times
         maintain, attractive Dealer Facilities at the Authorized Location(s)
         which satisfy the image, size, layout, interior design, color,
         equipment, identification and other factors established by Mazda.
         Dealer shall meet the minimum facility Policies and Standards
         established by Mazda from time to time.

         To assist Dealer in planning, building, remodeling and maintaining
         Dealer Facilities, upon Dealer's request Mazda shall:

        (i)   Provide to Dealer, or assist Dealer in identifying, sources from
              which Dealer may purchase architectural materials and furnishings
              which meet Mazda's standards and guidelines; and

        (ii)  Provide the services of Mazda representatives to counsel and
              advise Dealer from time to time in connection with Dealer's
              maintaining and equipping the Dealer Facilities.

     B.  OPERATION HOURS BY DEALER. Dealer agrees to keep all aspects of
         Dealer's Business open for business during all days and hours that are
         customary and lawful for such operations in the community or locality
         in which Dealer is located and in accordance with industry standards.
         The dealership shall not be considered open unless: (i) Dealer has for
         sale the appropriate number and mix of available Mazda Vehicles of the
         current models set forth in the Product Addendum; (ii) sales, service
         and parts operations are open to the public during Dealer's regular
         business hours; and (iii) an appropriate staff of dealership personnel
         are present to assist customers.

     C.  AUTHORIZED SIGNS. Subject to applicable governmental statutes,
         ordinances, rules and regulations, Dealer agrees to comply with Mazda's
         signage program and to display only standard authorized signs (from a
         Mazda approved vendor) in accordance with the Signs Addendum and which
         conform to Mazda's corporate identification program, guidelines and
         specifications as established by Mazda from time to time.

     D.  USE OF MAZDA MARKS.

         (i)  USE BY DEALER. Mazda grants to Dealer the non-exclusive privilege,
              during the term of this Agreement, of displaying or otherwise
              using Mazda Marks at the Authorized Location(s) in connection with
              the selling or servicing of Mazda Products. Dealer may use the
              Mazda Marks as specified by Mazda only at Authorized Location(s)
              and for the purposes specified in this Agreement. Dealer agrees
              that such Mazda Marks may be used as part of the assumed business
              name ("dba") under which Dealer's Business is conducted,

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              only with the prior written approval of Mazda and upon such terms
              and conditions as Mazda may specify from time to time.

              Dealer further agrees to promptly discontinue the display and use
              of any mazda marks, or to change the manner in which any Mazda
              Marks are displayed and used, when, for any reason, Mazda
              requests. Dealer shall also discontinue any advertising Mazda
              finds to be harmful to the business or reputation of Mazda, Mazda
              Marks, or any other Mazda Dealer.

        (ii)  DISCONTINUANCE OF USE. Upon termination, non-renewal or expiration
              of this Agreement, Dealer agrees that it shall at its own expense
              (except as otherwise specified below) immediately:

              (a)  Discontinue the use of all Mazda Marks, or any semblance of
                   Mazda Marks, including without limitation: on all stationery;
                   on signs, posters, and advertising matter; in any legal name
                   or assumed business name; in telephone directory listings,
                   and in other printed material; or in any other form or
                   medium;

              (b)  Discontinue the use of all Mazda Marks, or any semblance of
                   same, as part of its assumed business name or legal entity
                   name, and file a change or discontinuance of such name with
                   appropriate authorities;

              (c)  Promptly, and at Dealer's expense, remove and consult with
                   Mazda regarding the proper disposal of all signs bearing
                   Mazda Marks and all items that are an integral part of
                   Mazda's image;

              (d)  Cease representing itself as an authorized Mazda Dealer; and

              (e)  Refrain from any action, including without limitation, any
                   advertisement, statement or implication that Dealer is
                   authorized by Mazda to sell, distribute or service Mazda
                   Products.

        (iii) SIGNAGE AND IDENTIFICATION REMOVAL OBLIGATIONS. In the event
              Dealer fails to comply promptly with the terms and conditions of
              Section 17(C) (Authorized Signs) or 17(D) (Use of Mazda Marks),
              Mazda shall have the right to enter upon Dealer's premises and
              remove, without notice or liability, all such signs and
              identifications bearing Mazda Marks. If applicable, Dealer shall
              obtain, in writing, the right for Mazda to enter upon any real
              property leased for Dealer's Business in order for Mazda to take
              the actions set forth in this paragraph. Dealer agrees to hold
              Mazda harmless from any damage to property or injury to persons
              reasonably incurred in connection with such removal. Dealer agrees
              that it shall reimburse Mazda for any costs and expenses incurred
              in such removal, including reasonable attorneys' fees and costs.

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18.  CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS.

     A.   NET WORKING CAPITAL STANDARDS. The amount and structure of the net
          working capital required to properly conduct Dealer's Business depends
          upon many factors, including the nature, size and volume of Dealer's
          vehicle sales, service and parts operations. Dealer agrees to
          establish and maintain actual net working capital in an amount not
          less than the minimum net working capital specified in the Financial
          and Capital Addendum. The amount so specified is not a warranty by
          Mazda of the adequacy of such financial resources for the successful
          conduct of Dealer's Business.

          Mazda has the right, due either to changed conditions or Mazda's
          adoption of a new net working capital formula or standards, to require
          Dealer to establish and maintain a new minimum net working capital
          amount for Dealer's Business. If revised, Mazda shall issue and
          deliver to Dealer an amended Financial and Capital Addendum, and
          Dealer agrees to meet the new minimum net working capital requirements
          within a reasonable period of time.

     B.   VEHICLE WHOLESALE LINE OF CREDIT. Dealer recognizes that the ability
          to fulfill its obligations under this Agreement depends upon
          maintaining a wholesale line of credit or other financial arrangements
          acceptable to Mazda ("FLOORING") sufficient to sustain Dealer's
          required new vehicle and demonstrator vehicle inventory. Dealer agrees
          to obtain and maintain at all times open, unencumbered, unrestricted,
          confirmed and adequate Flooring with a bank or financial institution,
          in a form and in an amount, which shall enable Dealer to perform its
          obligations under this Agreement, all of which must be acceptable to
          Mazda. Subject to the foregoing, Dealer is free to choose the bank or
          financial institution that will undertake its financing business
          (wholesale, retail or both) and the extent of such undertaking.

          All Mazda Vehicles that Dealer purchases from Mazda shall be charged
          to such Flooring. Mazda shall, as of the date such vehicles are
          reasonably expected to be delivered to Dealer, electronically draft or
          otherwise draw on Dealer's wholesale bank or financial institution for
          payment.

     C.   PAYMENT TERMS AND SETTLEMENT OF ACCOUNTS. All monies or accounts due
          to Dealer from Mazda will be net of Dealer's obligations to Mazda on
          Dealer's parts/open account. Mazda may deduct or offset any amounts
          due, or to become due, from Dealer to Mazda. Under no circumstances
          will Mazda enter into a new Dealer Agreement with a transferee
          proposed by Dealer, unless Dealer first makes arrangements acceptable
          to Mazda to satisfy any outstanding obligations owed to Mazda on
          Dealer's parts/open account. In addition, under Dealer's buy/sell
          agreement with a transferee approved by Mazda, the transferee shall
          assume all rights and responsibilities on Dealer's open account with
          Mazda.

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                                                                    [MAZDA LOGO]


     D.   UNIFORM ACCOUNTING SYSTEM. The accuracy and timely submission of
          financial information is crucial to Mazda's business decisions.
          Accordingly, Dealer agrees to maintain its financial books and records
          in accordance with requirements established by Mazda from time to
          time. Dealer shall furnish to Mazda complete and accurate financial
          and operating information by no later than the tenth (10th) calendar
          day of each month in the format and by the means prescribed by Mazda.
          This information shall include, without limitation, a complete and
          accurate financial and operating statement covering the preceding
          month and calendar year-to-date operations, and any adjusted year-end
          statements, showing the true condition of Dealer's Business. All such
          information shall be furnished by Dealer to Mazda via Mazda's
          electronic communications network or in hard copy, and/or in any other
          manner Mazda designates.

     E.   RECORDS MAINTENANCE. Dealer agrees to keep and maintain complete,
          accurate and current records, in accordance with Mazda's Policies and
          Standards regarding Dealer's Business, including without limitation,
          its sale, lease and servicing of Mazda Products. Such records shall be
          retained by Dealer for the period of time as may be required by Mazda
          or for such longer period required by applicable law, rule or
          regulation. Dealer shall prepare, keep current and retain records in
          support of requests for reimbursement for warranty and repair work
          performed by Dealer in accordance with the Mazda Warranty Policies
          and Procedures Manual. All records shall be kept and maintained in
          either hard copy or electronic format. Mazda reserves the right to
          convert or require Dealer to convert such records to a format
          compatible with Mazda's systems.

     F.   EXAMINATION OF DEALERSHIP ACCOUNTS AND RECORDS. Mazda, in its sole
          discretion, has the right during regular business hours to inspect
          Dealer Facilities and to examine, audit and to copy (in accordance
          with applicable law) all records, accounts and supporting data
          relating to Dealership Operations, including without limitation,
          sales, sales reporting, service and repair (including warranty repair)
          of Mazda Products by Dealer for any reason and upon notice to Dealer
          as appropriate under the circumstances. Dealer agrees to cooperate
          fully with Mazda, and its agents or representatives, in any such
          examination or audit. Upon Dealer's request, Mazda shall provide a
          copy to and review with Dealer any such written report made on the
          examination or audit performed on Dealer.

     G.   TAXES. Dealer shall be responsible for, timely collect and duly pay
          all taxes, including, without limitation, sales, use and excise taxes
          and other governmental charges imposed, levied or based upon the
          purchase, sale or use of Mazda Products by Dealer, and maintain
          accurate records of the above. Dealer shall hold Mazda harmless from
          any claims for sales, use, excise, and all other kinds of taxes and
          other governmental charges owed by Dealer.

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     H.   CONFIDENTIALITY. Except as provided in Sections 18(D) (Uniform
          Accounting System) above and 20(A) (Rights Granted) below, Mazda
          agrees that it will not provide any financial information, documents
          or other information submitted to it by Dealer to any third party,
          except to Mazda's Affiliated or Related Companies, unless authorized
          by Dealer, required by legal process, judicial or governmental order,
          required to carry out the terms and conditions of this Agreement, or
          required to generate composite or comparative data for analytical
          purposes. Dealer agrees to keep confidential and not to disclose,
          directly or indirectly, any information that Mazda designates as
          confidential, unless authorized by Mazda, required by any legal
          process, judicial or governmental order.

          Should Mazda or Dealer be required to disclose confidential
          information regarding the other party pursuant to any legal process,
          judicial or government order, the party from whom such disclosure is
          sought will promptly notify the other party, with sufficient advance
          notice (if possible), to allow the party whose confidential
          information is being sought to take all appropriate legal action and
          intervention in response. A decision by Mazda or Dealer at any time
          not to challenge the disclosure of certain confidential information
          will not be deemed a waiver of this provision, even if the same
          information or similar types of information, either by the same or a
          different party, is sought at a later time.

     I.   INFORMATION COMMUNICATION SYSTEM. To facilitate the accurate and
          prompt reporting of such relevant dealership operational, consumer and
          financial information as Mazda may require, Dealer agrees to install,
          maintain and update electronic communication processing facilities
          (both hardware and software) which are compatible with and which will
          facilitate the transmission and reception of such information on the
          electronic communications network Mazda uses. Dealer shall utilize
          such information systems in accordance with Mazda's Policies and
          Procedures.

     J.   SALES REPORTING OBLIGATIONS BY DEALER. Dealer agrees to report
          accurately to Mazda, together with such information as Mazda may
          reasonably require, the delivery of each new Mazda Vehicle to a
          purchaser by no later than the second (2nd) business day following the
          day that the vehicle is registered or reported as sold to the
          appropriate state agency, whichever is earlier. Dealer also agrees to
          furnish Mazda with such other reports, in such form as Mazda may
          reasonably require, from time to time.

19.  EVALUATION OF DEALER PERFORMANCE. Dealer acknowledges the importance of its
     overall performance in order to achieve the purposes and objectives of this
     Agreement. Mazda shall periodically and continually evaluate Dealer's
     performance, as provided in Mazda's Policies and Procedures, in the areas
     of sales, service and parts, facilities and location, financial resources
     and capitalization and customer satisfaction, based upon such reasonable
     criteria as Mazda may establish from time to time. Mazda agrees to review
     such periodic evaluations with Dealer and to provide Dealer with a copy of
     such periodic evaluations.

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20. RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE BY MAZDA.

     A.   RIGHTS GRANTED. If a proposal to sell the Dealer's assets or transfer
          or assign a majority or controlling interest in Dealer is submitted by
          Dealer to Mazda, subject to applicable law, Mazda has a right of first
          refusal or option to purchase the dealership assets or interests,
          including any leasehold interests or realty (if included in the
          proposed transfer agreement), on the same or substantially the same
          terms as those offered in such bona fide ownership transfer proposal
          and as agreed upon between the parties thereto. Mazda's exercise of
          its right or option under this Section supersedes (i) any right or
          attempt by Dealer to transfer or assign dealership assets, and (ii)
          any right or attempt to transfer or assign a majority or controlling
          interest in Dealer, except as provided in Section 21 (Succession
          Rights).

          In the case of a proposed transfer by a living majority or Controlling
          Owner to an Heir, Mazda shall notify Dealer in writing, within a
          reasonable time frame, or such time frame as required by law, if the
          proposed transfer will not be approved and whether Mazda is exercising
          its right of first refusal or option. Within fifteen (15) days after
          Mazda has notified Dealer of Mazda's exercise of its right of first
          refusal or option, Dealer may notify Mazda in writing that Dealer has
          decided not to transfer ownership and that Dealer withdraws the
          submission of the buy/sell agreement to Mazda. Upon such written
          notice, Mazda's right of first refusal or option shall terminate on
          that particular proposal.

          In the event of the death or Incapacity of the majority or Controlling
          Owner of Dealer, subject to applicable law and the terms of Section 21
          (Succession Rights), Dealer's Heirs, at their discretion, may request
          that Mazda purchase the dealership assets or stock, including any
          leasehold interests or realty, at fair market value. If Mazda chooses
          to exercise this option, the terms and conditions of Mazda's purchase
          of the dealership assets or stock shall be determined in good faith
          negotiations between the parties. If an agreement cannot be reached,
          those terms shall be exclusively determined by arbitration in
          accordance with the Commercial Arbitration Rules of the American
          Arbitration Association. The site of the arbitration shall be the
          office of the American Arbitration Association in the locality of
          Mazda's principal place of business.

          Mazda's right or option may be assigned by it to any third party, and
          Mazda hereby guarantees the full payment to Dealer of the purchase
          price as agreed upon by Dealer and Mazda and to be paid by such
          assignee. Mazda may disclose the terms of any pending buy/sell
          agreement and any other relevant dealership performance information to
          any potential assignee; provided, that the potential assignee agrees
          to maintain the confidentiality of the information to be disclosed.
          Mazda's rights under this Section shall be binding on and enforceable
          against any successor in interest to Dealer or purchaser of Dealer's
          assets or stock.

                                                                         Page 17
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     B.   EXERCISE OF MAZDA'S RIGHTS. Subject to applicable law, Mazda shall
          have thirty (30) days from each of the following events within which
          to give notice of its decision to exercise its right of first refusal
          or option to purchase:

          (i)   Mazda's receipt of all data and documentation customarily
                required by it to evaluate a proposed transfer or assignment of
                a majority or controlling interest in Dealer;

          (ii)  Mazda's receipt of written notice, or its independent
                determination, of the death or Incapacity of the majority or
                Controlling Owner of Dealer; or

          (iii) Mazda's disapproval of any application submitted by an Owner's
                Heir(s) pursuant to Section 21 (Succession Rights).

          If under Section 20(B)(ii) above, Mazda independently determines that
          the death or Incapacity of the majority or Controlling Owner of Dealer
          has occurred, Mazda shall contact Dealer's Heir in writing, by first
          class registered mail, to confirm that the death or Incapacity has in
          fact occurred. Dealer's Heir shall have thirty (30) days from the date
          of Mazda's notice to respond to Mazda. If Dealer's Heir fails to
          respond timely to Mazda's notice, then Mazda may exercise its option
          to purchase as set forth above.

          Subject to applicable law, Mazda's exercise of its right of first
          refusal or option under this Section is not dependent upon, and does
          not require, prior consideration by Mazda of the proposed buyer or
          transferee, or refusal by Mazda to approve the proposed buyer or
          transferee.

     C.   RIGHT OF FIRST REFUSAL. If Dealer has entered into a bona fide written
          agreement to sell its dealership assets or stock, subject to
          applicable law, Mazda's right under this Section is a right of first
          refusal, enabling Mazda to assume the buyer's rights and obligations
          under such agreement, and to terminate this Agreement and all rights
          granted to Dealer. Mazda may take reasonable steps to determine
          whether the buy/sell agreement is bona fide. Upon Mazda's request,
          Dealer agrees to provide documents relating to the proposed sale or
          transfer and any other information which Mazda deems appropriate,
          including, without limitation, those reflecting other agreements or
          understandings between the parties to the buy/sell agreement. Refusal
          to provide such documentation or to state in writing that no such
          documents exist shall create the presumption that the buy/sell
          agreement is not a bona fide agreement.

     D.   OPTION TO PURCHASE. In the event of the death or Incapacity of the
          majority or Controlling Owner of Dealer or if Dealer submits a
          proposal which Mazda reasonably believes is not bona fide on Dealer's
          part, Mazda has the option to purchase the principal assets of Dealer
          utilized in Dealer's Business, including real estate and leasehold
          interests, and to terminate this Agreement and the rights granted to
          Dealer. The terms and conditions of the purchase of the

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          dealership assets shall be determined in good faith negotiations
          between the parties. If an agreement cannot be reached, those terms
          shall be exclusively determined by arbitration in accordance with the
          Commercial Arbitration Rules of the American Arbitration Association.
          The site of the arbitration shall be the office of the American
          Arbitration Association in the locality of Mazda's principal place of
          business.

     E.   DEALER'S OBLIGATIONS. Upon Mazda's exercise of its right or option,
          and tender of performance, Dealer shall, as soon as possible, transfer
          the affected real property, including any easements, by warranty deed
          or its equivalent, conveying marketable title free and clear of all
          liens, claims, mortgages, encumbrances, interests and occupancies. The
          warranty deed or its equivalent shall be in proper form for recording,
          and Dealer shall deliver the original, executed deed, and complete
          possession of the property at the time of closing. Dealer shall also
          furnish to Mazda all copies of any permits, licenses, or other
          documents affecting the property or Dealership Operations, and shall
          assign or transfer to Mazda any permits, licenses, or other rights
          that are necessary or desirable for the use of the property or the
          conduct of such Dealership Operations. Dealer shall also immediately
          execute and deliver to Mazda instruments satisfactory to Mazda
          conveying title to all affected personal property and leasehold
          interests involved in the transfer or sale to Mazda. If any personal
          property is subject to any lien or charge of any kind, Dealer agrees
          to procure the discharge, release and satisfaction of such lien or
          charge prior to the closing of the transfer or sale of such property
          to Mazda.

     F.   NO APPLICABILITY TO NOMINEE SUCCESSOR. This Section 20 (Right of First
          Refusal or Option to Purchase by Mazda) is not applicable to the
          proposed transfer of assets or ownership to a candidate who has been
          and continues to be approved by Mazda to be Dealer's Nominee Successor
          pursuant to Section 21(C) (Nomination of Successor Prior to Death or
          Incapacity of Owner).

21.  SUCCESSION RIGHTS.

     A.   SUCCESSOR TO OWNERSHIP AFTER DEATH OF OWNER. In the event that an
          Owner dies and his or her interest in the dealership passes directly
          to any Heir(s) who wish to succeed to Owner's interest, then within
          sixty (60) days of the death of the Owner, Owner's legal
          representative must: (i) notify Mazda of such Heir's or Heirs' intent
          to succeed Owner, and (ii) designate a proposed General Manager for
          Mazda's approval. The effect of such notice from Owner's legal
          representative shall be to suspend any notice by Mazda of its intent
          to exercise its right of first refusal or option to purchase under
          Section 20 (Right of First Refusal or Option to Purchase by Mazda).

          Upon delivery of such notice to Mazda, Owner's legal representative
          shall immediately request: (i) any person(s) it has identified to
          Mazda as intending to succeed Owner, and (ii) the designated candidate
          for General Manager (if any change in General Manager is proposed),


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          to submit application(s) to Mazda and to provide Mazda with all
          personal and financial (if applicable) information that Mazda may
          reasonably and customarily require in its review of such applications.
          All requested information must be provided promptly to Mazda and in no
          case later than thirty (30) days after receipt by each of the proposed
          successor(s) or candidate of the request for information from Owner's
          legal representative. Upon the submission of all requested
          information, Mazda agrees to review such application(s) pursuant to
          the then-current criteria generally applied by Mazda in qualifying
          dealer Owners and/or General Managers. Mazda shall either approve or
          disapprove the application(s) within ninety (90) days of full
          compliance with all Mazda's requests for information. If Mazda
          approves the application(s), it shall offer to enter into a new Mazda
          Dealer Agreement with Owner's Heir(s) in the form then currently in
          use, for a one (1) year term and subject to such additional conditions
          as Mazda deems reasonably appropriate.

          Mazda may reinstate or issue a notice of termination, notice of intent
          to exercise its right of first refusal, or option to purchase in the
          event that:

          (i)    Mazda does not approve the designated Heir(s) or candidate for
                 General Manager; or

          (ii)   The Owner's legal representative withdraws his or her notice of
                 the Heir'(s) intent to succeed as Owner(s); or

          (iii)  The legal representative or any proposed owners or General
                 Manager fails to timely provide the required information.

          Nothing in this Section shall constitute a waiver of Mazda's right
          under Section 20 (Right of First Refusal or Option to Purchase by
          Mazda) to exercise its right of first refusal or option to purchase.

     B.   INCAPACITY OF OWNER. Mazda may terminate this Agreement when an
          Incapacitated Owner also is the General Manager identified in
          accordance with this Agreement.

          Prior to the effective date of any notice of termination, an
          Incapacitated Owner who is also the General Manager, or his or her
          legal representative, may propose a new candidate for the position of
          General Manager. Such proposal shall be in writing and shall suspend
          any pending notice of termination and/or notice of Mazda's intent to
          exercise its right of first refusal or option to purchase until Mazda
          advises Dealer of its approval or disapproval of the new candidate.
          Upon Mazda's receipt of the notice of the proposed new General
          Manager, Mazda and Dealer shall follow the qualification procedures
          set forth above in subsection 21(A) (Successor to Ownership After
          Death of Owner).

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                                                                    [MAZDA LOGO]

     C.   NOMINATION OF SUCCESSOR PRIOR TO DEATH OR INCAPACITY OF OWNER. An
          Owner owning a majority interest in Dealer may nominate a candidate
          ("NOMINEE SUCCESSOR") to assume such ownership and/or the position of
          General Manager of the dealership upon his or her death or Incapacity.
          The form for such nomination is attached as the Nominee Successor
          Addendum.

          As soon as is practicable after such nomination, Mazda shall request
          such personal and financial and other information from the Nominee
          Successor as Mazda reasonably and customarily may require in
          evaluating a Nominee Successor. Mazda shall apply criteria that Mazda
          then currently uses in qualifying Owners and/or General Managers of
          authorized dealers. Upon receipt of all requested information, Mazda
          shall either approve or disapprove such Nominee Successor. Approval by
          Mazda shall not be unreasonably withheld. In the event of the death or
          Incapacity of the nominating Owner, Mazda shall enter into a new Mazda
          Dealer Agreement with the approved Nominee Successor for a term of one
          (1) year.

          If Mazda does not initially qualify the proposed Nominee Successor,
          Mazda agrees, upon Dealer's written request, to review the reason(s)
          for its decision with Owner. Owner is free at any time to renew or
          withdraw a nomination, prior to his/her death or Incapacity even if
          Mazda has previously qualified said Nominee Successor. However, as is
          always the case, any new or renominated Nominee Successor must qualify
          pursuant to the then current criteria.

          During periodic evaluations of Dealer, the Nominee Successor shall be
          re-evaluated by Mazda. Mazda shall evaluate the Nominee Successor
          using standard methods and Policies and Procedures, which may change
          from time to time.

          Mazda agrees that Dealer may re-nominate the previously approved
          Nominee Successor after the expiration of this Agreement, and Mazda
          shall re-approve such nomination provided: (i) Mazda and Dealer have
          entered into a new Mazda Dealer Agreement; and (ii) the proposed
          Nominee Successor complies with the criteria that Mazda then currently
          uses in qualifying such Nominee Successors.

22. TERMINATION.

     A.   VOLUNTARY TERMINATION BY DEALER. Dealer may voluntarily terminate
          this Agreement at any time by delivery of written notice to Mazda.
          Termination shall be effective thirty (30) days after receipt by Mazda
          of Dealer's notice, unless the parties agree otherwise in writing.

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     B.   TERMINATION FOR CAUSE BY MAZDA.

     (i)  IMMEDIATE TERMINATION. Dealer and Mazda agree that any instance of the
          following conduct is so contrary to the goals, purposes and objectives
          of this Agreement as to warrant its immediate termination upon written
          notice by Mazda to Dealer:

          (a)  Dealer fails to conduct any of its customary Dealership
               Operations for seven (7) consecutive business days during
               Dealer's customary business hours, except if caused by an event
               beyond Dealer's control, such as fires, floods, earthquakes, or
               other acts of God, or government action;

          (b)  Dealer becomes insolvent or is unable or unwilling to pay debts
               as they become due; a voluntary or involuntary petition is filed
               by or on behalf of Dealer under federal or state bankruptcy laws
               which seeks (or is converted to seek) the liquidation of the
               Dealership which is not vacated within thirty (30) days from its
               institution (or conversion); Dealer executes an assignment for
               the benefit of creditors; a receiver, trustee or another officer
               having similar powers is appointed for Dealer and is not removed
               within thirty (30) days from such appointment; or there is any
               levy under attachment, foreclosure, execution or similar process
               which is not vacated or removed within ten (10) days from the
               date of such levy;

          (e)  Dealer, or any Owner, shareholder, member, partner, director,
               officer (collectively, "DEALER PARTY"), or parent company of
               Dealer, is convicted of a felony or enters a plea of guilty to a
               felony charge, which potentially results in a significant adverse
               effect either on Dealer's Business or on the reputation of
               Dealer, Mazda or Mazda Dealers generally. Provided, however, that
               if the subject Dealer Party owns a minority interest, or no
               interest, in Dealer, upon written notice from Mazda, Dealer shall
               have a reasonable period of time as set forth in such notice, to
               disassociate from the Dealer Party in question through means and
               in a manner acceptable to Mazda.

          (d)  Any Dealer Party makes any material misrepresentation to Mazda,
               or omits to state a material fact, including, but not limited to,
               any misrepresentations or omissions made by any Dealer Party to
               Mazda in applying for this Agreement or for approval as Owner or
               General Manager of Dealer;

          (e)  Dealer fails to obtain, maintain and keep current and in full
               force and effect those essential licenses, permits or
               authorizations necessary for the conduct of Dealer's Business; or

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          (f)  Dealer makes any attempted or actual sale, transfer or assignment
               of this Agreement, of any of Dealer's rights under this
               Agreement, or of the principal assets necessary for the
               performance of Dealer's responsibilities under this Agreement,
               whether by operation of law or otherwise, without the prior
               written approval of Mazda.

     (ii) TERMINATION FOR FAILURE TO CURE. Dealer and Mazda agree that any of
          the following conduct violates the terms and conditions of this
          Agreement, and if Dealer engages in such conduct and such conduct is
          not cured within a reasonable period of time, as stated by Mazda in
          writing, or such other notice period as may be required by law, Mazda
          shall have the right to terminate this Agreement immediately upon
          written notice to Dealer.

          (a)  Appointing a General Manager without Mazda's prior written
               approval;

          (b)  Failing to make any undisputed substantial payments to Mazda when
               due;

          (c)  Any undertaking by Dealer to conduct, directly or indirectly, any
               of the Dealership Business at a location or facility other than
               the Authorized Location(s) specified in the then-current
               Facilities Addendum;

          (d)  Failing to establish or maintain available and unencumbered
               during the term of this Agreement the required Flooring line or
               net working capital;

          (e)  Any dispute, disagreement or controversy between persons who
               constitute Dealer Party that, in the reasonable opinion of Mazda,
               adversely affects the ownership, operation, management, business,
               reputation or interests of Dealer or Mazda such that Dealership
               Operations can no longer be conducted in the normal course of
               business or there is danger that Dealer's property or business
               will be impaired or lost;

          (f)  Engaging in serious disreputable conduct resulting in a
               significant adverse effect either on Dealer's Business or on the
               reputation of Dealer, Mazda or Mazda Dealers generally;

          (g)  Impairment of the financial standing of Dealer or Dealer's parent
               company significantly below Mazda's guidelines subsequent to the
               execution of this Agreement;

          (h)  Refusing to permit Mazda to examine or audit Dealer's records, or
               to provide Mazda with such records, as provided in this
               Agreement;

          (i)  Failing to furnish in a timely manner to Mazda all required sales
               or financial information and related supporting information in
               the required format;

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          (j)  Knowing submission by any Dealer Party to Mazda of any false or
               fraudulent: (i) report or statement; (ii) claim for payment,
               reimbursement or any other financial benefit; (iii) financial
               information; or (iv) sales reporting data; or

          (k)  Any Dealer Party: (i) willfully fails to comply with laws or
               final judicial orders relating to the essence of Dealer's
               Business provided, however, that if the subject Dealer Party
               owns a minority interest, or no interest, in Dealer, upon
               written notice from Mazda, Dealer shall have a reasonable period
               of time as set forth in such notice, to disassociate from the
               Dealer Party in question through means and in a manner acceptable
               to Mazda; or (ii) is in material breach or willfully violates any
               term or provision of this Agreement.

     (iii) TERMINATION FOR FAILURE OF PERFORMANCE. If Mazda concludes that

           Dealer has failed to perform adequately as to its facilities,
           location, sales, service, parts or customer satisfaction
           responsibilities, Mazda shall notify Dealer in writing of such
           failure(s). Mazda shall endeavor to review promptly with Dealer the
           nature and extent of such failure(s), and shall grant Dealer a
           reasonable opportunity, or such period as may be required by law, to
           correct such failure(s). If Dealer fails or refuses to correct all
           such failure(s) prior to the expiration of such notice period, Mazda
           may terminate this Agreement immediately or after such notice period
           as may be required by law. The provisions of this Section 22(B)(iii)
           shall not be applicable where Dealer has committed any act or
           omission giving rise to a notice of termination under any other
           section of this Agreement.

     C.    MANNER OF NOTICE OF TERMINATION. Any notice of termination must be in
           writing and must be delivered by overnight mail or certified mail,
           return receipt requested, or delivered in person as set forth below.
           Any notice by Mazda to Dealer shall be delivered to Dealer or its
           General Manager at Dealer's Authorized Location, or delivered in
           person to the dealership. In the event that the Dealer's Business is
           not open at its Authorized Location during normal business hours, or
           it is otherwise not reasonable to deliver such notice to Dealer at
           the Authorized Location, Mazda may cause such notice, or a copy
           thereof, to be delivered to the residential address last listed in
           Mazda's records for the majority or Controlling Owner of Dealer or
           Dealer's General Manager. Any notice by Dealer to Mazda must be
           delivered to Mazda at the regional office having responsibility for
           Dealer's Authorized Location. Notice of termination shall be
           effective as stated in the notice or as required under applicable
           law.

     D.    FURTHER TRANSACTIONS AFTER NOTICE OF TERMINATION. Upon receipt of any
           notice of termination or non-renewal, Dealer and each Dealer Party
           agree to conduct themselves and Dealership Operations until the
           effective date of termination or non-renewal in a manner that will
           not injure the reputation or goodwill of the Mazda Marks or Mazda.
           Dealer agrees to cooperate with Mazda to unwind the Dealership
           Business in a timely manner. If Mazda accepts any orders from Dealer
           or otherwise transacts business with Dealer after the expiration or

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         termination of this Agreement, all such transactions shall be governed
         by terms identical to those in this Agreement. Further, the acceptance
         of orders by Mazda or transaction of other business between Mazda and
         Dealer shall not waive the expiration or termination, or constitute an
         extension or renewal of this Agreement.

      E. REPURCHASE PROVISIONS.

         (i)  DEALER'S OBLIGATIONS. Mazda's obligations to repurchase the items
              set forth below are contingent upon Dealer fulfilling the
              following obligations:

              (a) Within thirty (30) days after the expiration or the effective
                  date of termination of this Agreement, Dealer must deliver to
                  Mazda a detailed inventory of all items it requests Mazda to
                  repurchase in accordance with this Section 22(E) and shall
                  certify that such lists are true and accurate.

              (b) Dealer shall be entitled to request repurchase of only those
                  items which were originally purchased directly from Mazda,
                  unless Mazda agrees otherwise.

              (c) Dealer shall remove, at its own expense, all signs bearing
                  Mazda Marks from Dealer's Authorized Location(s) or from the
                  dealership before it is eligible for payment for any
                  repurchased items pursuant to this Section 22(E).

              (d) Except as otherwise provided in Section 22(D) (Further
                  Transactions After Notice of Termination), Dealer shall
                  immediately, upon expiration or termination of this Agreement,
                  cease to be, act as, or represent itself to be an authorized
                  dealer of Mazda Products.

         (ii) MAZDA'S OBLIGATIONS. Upon the expiration or termination of this
              Agreement (other than pursuant to an approved agreement to sell
              the Dealer's Business or assets or to otherwise transfer the
              ownership of Dealer), Mazda shall repurchase the following from
              Dealer:

              (a) New, unused, never titled, unmodified, undamaged, current
                  model year Mazda Vehicles with less than 100 miles, or
                  otherwise specified by Mazda, then unsold in Dealer's
                  inventory. The repurchase prices of such Mazda Vehicles shall
                  be the same as the prices at which the Mazda Vehicles were
                  originally purchased by Dealer, less freight and all prior
                  refunds or other allowances made by Mazda to Dealer for such
                  Mazda Vehicles.

              (b) New, unused and undamaged Mazda Parts and Accessories,
                  contained in the original packaging, then unsold in Dealer's
                  inventory which are in good and saleable condition. The
                  repurchase prices for such parts and accessories shall be at a
                  price equal to

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                 the then-current price established by Mazda for the sale to
                 Mazda Dealers of identical Mazda Parts and Accessories, less
                 Mazda's then-current charge for the cost of handling and
                 restocking.

             (c) Special service tools owned by Dealer which are especially
                 designed for servicing Mazda Vehicles and specifically
                 recommended by Mazda, and signs that Mazda has recommended for
                 identification of Dealer which are owned by Dealer. The
                 repurchase prices for such special service tools and signs
                 shall be the price paid by Dealer, less appropriate
                 depreciation as stated in the then current Mazda Policies and
                 Procedures, or such other prices as the parties may agree upon.

       (iii) DELIVERY. Mazda shall furnish Dealer with shipping instructions,
             and Dealer shall make delivery of the items to be repurchased,
             transportation charges prepaid, to destinations within the United
             States as designated by Mazda. Dealer agrees to take any action and
             execute and deliver such instruments as may be required by Mazda to
             convey to Mazda or its nominee good and marketable title to the
             property upon delivery to Mazda or the shipper, to comply with
             applicable state law relating to bulk sales or transfers, and to
             satisfy and discharge any liens or encumbrances on the property
             prior to delivery and Mazda's repurchase of such items.

        (iv) PAYMENT BY MAZDA. Mazda shall pay Dealer for such items as Dealer
             may request be repurchased and that qualify under this Section
             22(E) as soon as practicable after Dealer's compliance with all
             relevant obligations set forth in this Agreement and upon
             computation of any outstanding indebtedness of Dealer to Mazda.
             Mazda shall have the right to offset any amounts due under this
             Agreement to Dealer, or to any financial institution or any other
             person which has legal rights thereto, against the total sum of
             Dealer's outstanding indebtedness to Mazda. All or part of the
             repurchase payment may be made by Mazda, at its option, to any
             financial institution or other person which has legal rights
             thereto, to discharge any lien or encumbrance on the property. If
             Dealer disagrees with Mazda's valuation of any item to be
             repurchased, and Dealer and Mazda have not resolved their
             disagreement within sixty (60) days after the effective date of
             termination or expiration of this Agreement, Dealer's exclusive
             remedy to recover any additional sums that it believes are due
             under this Section 22(E) shall be by resort to any existing
             Alternative Dispute Resolution program. If no Alternative Dispute
             Resolution program then exists, Dealer's exclusive remedy shall be
             by resort to arbitration in accordance with the Commercial
             Arbitration Rules of the American Arbitration Association ("AAA").
             The site of the arbitration shall be at the office of the AAA in
             the locality of Mazda's principal place of business.

         (v) CUSTOMER RECORDS. Immediately upon expiration or termination of
             this Agreement, Dealer shall provide Mazda with a copy of its
             customer records and inform Mazda of all unfilled

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                                                                    [MAZDA LOGO]

              orders for sale of Mazda Products by Dealer. Mazda reserves the
              right to have such orders filled by other Mazda Dealers.

23. MANAGEMENT OF DISPUTES.

     A.   ALTERNATIVE DISPUTE RESOLUTION PROGRAMS. Mazda and Dealer acknowledge
          that disputes concerning this Agreement may arise which the parties
          cannot resolve. To minimize the effects of such disputes on their
          business relationship, the parties agree to participate in Alternative
          Dispute Resolution ("ADR") programs, including mediation, which Mazda
          may establish, in its sole discretion, from time to time.

          It is expressly understood that, unless otherwise specified in this
          Agreement, the final decision of any ADR program shall be binding upon
          Mazda, but will not be binding upon Dealer. The parties' commitment
          to support and participate in ADR programs specifically is not a
          waiver of Dealer's right to later resort to litigation before any
          judicial or administrative forum. A written agreement between the
          parties to submit a particular dispute to an ADR program shall suspend
          the running of any applicable statute of limitations as to that
          dispute for the duration of the parties' participation in the program.

     B.   MUTUAL RELEASES. Each party hereby releases the other from any and all
          claims (including attorneys' fees and costs) and causes of action that
          it may have against the other for money damages (except for accounts
          payable by one party to the other as a result of the purchase of any
          Mazda Products, audit adjustments or reimbursement for any services
          and except for any claims either may have under Section 24 (Defenses
          and Indemnification) under this Agreement) arising from any event
          occurring (i) prior to the date of execution of this Agreement, or
          (ii) prior to the effective date of any agreement, which has been
          approved by Mazda and in which Dealer transfers the assets or stock of
          Dealer to a third party. This release does not extend to claims which
          either party does not know or reasonably suspect to exist in its favor
          at the time of the execution of this Agreement.

24. DEFENSE AND INDEMNIFICATION.

     A.   BY DEALER. Subject to Section 24(C) below (Conditional Defenses and/or
          Indemnification) and upon Mazda's written request:

          (i)  Dealer shall defend Mazda against any and all claims that may
               arise, commence or be asserted against Mazda in any action
               concerning or alleging:

               (a)  Dealer's failure to comply, in whole or in part, with any of
                    Dealer's obligations under this Agreement;

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               (b)  Any negligence, error, omission or act of Dealer in
                    connection with the preparation, repair or service
                    (including warranty service, goodwill adjustments, and
                    campaign inspections and corrections) by Dealer of Mazda
                    Products, contrary to the express written or verbal
                    instructions of Mazda, or any loss related to other motor
                    vehicles or equipment (other than Mazda Vehicles or
                    Products) as may be sold, serviced, repaired or installed by
                    Dealer;

               (c)  Any modification, conversion or alteration made by, or on
                    behalf of, Dealer to a Mazda Product, except those made
                    pursuant to the express written instruction or with the
                    express written approval of Mazda;

               (d)  Dealer's breach of any agreement between Dealer and Dealer's
                    customer or other third party;

               (e)  Misleading, libelous or tortious statements,
                    misrepresentations or deceptive or unfair practices by
                    Dealer, directly or indirectly, to Mazda, a customer or
                    other third party;

               (f)  Dealer's breach of any contract or warranty other than a
                    contract with, or warranty of, Mazda or the manufacturer of
                    a Mazda Product; or

               (g)  Any change in the employment status, or in the terms of
                    employment, of any officer, employee or agent of Dealer or
                    any Owner, or General Manager, including, but not limited
                    to, any and all claims arising out of or in any way
                    connected to the hiring, retention or termination of any
                    person by Dealer, claims of unlawful discrimination,
                    harassment, wrongful discharge or termination, breach of the
                    covenant of good faith and fair dealing, breach of contract,
                    interference with contractual relations or economic
                    advantage, intentional and/or negligent infliction of
                    emotional distress, defamation, negligent hiring, and any
                    violations of laws, rules or regulations involving
                    environmental or work place practices or conditions.

          (ii) Dealer shall indemnify and hold Mazda harmless from any and all
               settlements made and final judgments rendered with respect to any
               claims described above in Section 24(A)(i).

          (iii) Mazda shall promptly notify Dealer in writing of any claims for
               which Mazda requests indemnification from Dealer. However, Mazda
               shall pay all costs of its own defense incurred prior to Dealer's
               prompt and timely assumption of Mazda's defense and thereafter to
               the extent that Mazda employs attorneys in addition to those
               selected by Dealer.

     B.   BY MAZDA. Subject to Section 24(C) below (Conditional Defenses and/or
          Indemnification) and upon Dealer's written request:

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                                                                    [MAZDA LOGO]



          (i)  Mazda shall defend Dealer against any and all claims that may
               arise, commence or be asserted against Dealer in any action
               concerning or alleging;

               (a)  Bodily injury or property damage arising out of any
                    occurrence caused solely by a manufacturing or design defect
                    or alleged manufacturing or design defect in a Mazda Product
                    supplied by Mazda (except for any manufacturing or design
                    defect in tires) which has not been altered, converted or
                    modified by or for Dealer, provided that the defect could
                    not have reasonably been discovered by Dealer during the
                    pre-delivery inspection or service or installation of the
                    Mazda Product;

               (b)  Any substantial damage occurring to a new Mazda Product and
                    repaired by Mazda prior to the time it was delivered to
                    Dealer's Authorized Location or to a carrier for
                    transportation to Dealer, whichever occurred first, provided
                    Mazda failed to notify Dealer of such damage and repair
                    prior to delivery of the Mazda Product to the first retail
                    customer; or

               (c)  Breach of Mazda's warranty of a Mazda Product which is not,
                    in whole or part, the result of Dealer's sales, service or
                    repair practices or conduct. Dealer has an affirmative
                    obligation to notify Mazda immediately of any instance where
                    there are multiple repairs to the same component or vehicle,
                    in accordance with guidelines or instructions issued by
                    Mazda to Mazda Dealers from time to time.

               (d)  Purported misrepresentations, misleading statements, unfair
                    or deceptive trade practices of Mazda.

          (ii) Mazda shall indemnify and hold Dealer harmless from any and all
               settlements made which are approved by Mazda and final judgments
               rendered with respect to any claims described above in Section
               24(B)(i).

          (iii)Dealer shall promptly notify Mazda in writing of any claims for
               which Dealer requests indemnification from Mazda. However, Dealer
               shall pay all costs of its own defense incurred prior to Mazda's
               prompt and timely assumption of Dealer's defense and thereafter
               to the extent that Dealer employs attorneys in addition to those
               selected by Mazda.

          (iv) Mazda may offset: (a) amounts paid or incurred as a result of
               Mazda's indemnification obligations under this Section against
               (b) any recovery on Dealer's behalf, including, without
               limitation, attorneys' fees and costs and the amount of any
               settlement or judgment.

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     C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION.

          (i)  If the allegations asserted in any action or if any facts
               established during or with respect to any action would require
               Dealer to defend and indemnify Mazda under Section 24(A) and
               Mazda to defend and indemnify Dealer under Section 24(B), Mazda
               and Dealer shall each be responsible for its own defense in such
               an action, and there shall be no obligation or responsibility in
               connection with any defense, judgment, settlement or expenses of
               such action as between Mazda and Dealer.

          (ii) The obligations of Dealer and Mazda to defend, indemnify and hold
               harmless are expressly conditioned and subject to all of the
               following terms:

               (a)  The party initially requesting defense and/or
                    indemnification ("INDEMNIFIED PARTY") shall make such
                    request in writing and deliver the request to the other
                    party ("INDEMNIFYING PARTY") within twenty (20) days of
                    service of any legal process or within twenty (20) days of
                    discovery of facts giving rise to indemnification, whichever
                    is sooner.

               (b)  The Indemnified Party covenants, represents and warrants
                    that it, its agents and employees have not permitted a
                    default judgment to be entered and have not made any direct
                    or indirect admissions of liability, and are not aware of
                    any credible evidence to support any independent claim of
                    liability or lack of unity of interest.

               (c)  The Indemnifying Party shall have sixty (60) days from
                    receipt of a request in writing to conduct an investigation
                    or otherwise determine whether or not, or under what
                    conditions, it shall agree to defend and/or indemnify.

               (d)  During the pendency of a request for defense and/or
                    indemnification, and thereafter, the Indemnified Party shall
                    have a continuing duty to avoid undue prejudice to the
                    Indemnifying Party and to mitigate damages. The Indemnified
                    Party shall protect its own interests until a decision has
                    been made to assume the defense and/or provide the
                    indemnification.

               (e)  The Indemnified Party must cooperate fully (including,
                    without limitation, in the determination of whether there is
                    a duty to defend and/or indemnify) in the defense and any
                    settlement of such action in such manner and to such extent
                    as the Indemnifying Party may reasonably require. This
                    cooperation shall include, without limitation, providing
                    such written, electronic or oral information as the
                    Indemnifying Party reasonably requires.

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                                                                    [MAZDA LOGO]




               (f)  The Indemnified Party must withdraw any actions (including
                    cross-claims) arising out of the circumstances for which the
                    Indemnified Party seeks indemnity and filed by it against
                    the Indemnifying Party and/or any Affiliated or Related
                    Companies or other company having an interest in any of
                    these entities.

               (g)  The Indemnifying Party shall have the right to engage and
                    direct counsel of its own choosing. The Indemnified Party
                    consents to the employment of attorneys selected by the
                    Indemnifying Party, and agrees to waive any conflict of
                    interest then in existence or which may later arise, thereby
                    enabling the Indemnifying Party's selected attorneys to
                    represent the Indemnifying Party throughout the defense of
                    the claim. The Indemnified Party may engage counsel to
                    represent it in any matter, in addition to or instead of
                    counsel engaged by the Indemnifying Party, at the
                    Indemnified Party's own expense.

               (h)  If subsequent developments in a case, supported by credible
                    evidence, cause a party to reasonably conclude that the
                    allegations, which initially precluded a request or
                    acceptance of a request for defense and/or indemnification,
                    are meritless or no longer at issue, then the request may be
                    re-tendered.

               (i)  No party shall be required to agree to such a subsequent
                    request or re-tender of defense and/or indemnification where
                    that party would be unduly prejudiced by such delay. Initial
                    rejection by any party of defense and/or indemnification is
                    not a waiver of the right to re-tender timely,

               (j)  A party agreeing to defend and/or indemnify may make its
                    written agreement conditioned upon the continued existence
                    of the state of facts as then known as well as such other
                    reasonable conditions as may be dictated by the particular
                    allegations or claims.

               (k)  In the event that subsequent developments in a case make
                    clear that the allegations which initially justified
                    acceptance of a request for a defense and/or indemnification
                    are no longer at issue in such case or that the claims no
                    longer meet the description of those for which
                    indemnification is required under this Agreement, or that
                    false or misleading information was provided, or material
                    information was omitted previously which led to the
                    agreement to indemnify, or the Indemnified Party fails to
                    reasonably cooperate with the Indemnifying Party, any party
                    providing a defense and/or indemnification under this
                    Agreement may terminate such defense and/or indemnification
                    of the other party without further liability or obligation.

                    The Indemnifying Party withdrawing its defense and/or
                    indemnification shall give notice of its withdrawal to the
                    Indemnified Party, which shall be effective upon receipt.
                    The Indemnifying Party shall be responsible for all costs
                    and expenses of defense up

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<PAGE>   32


[MAZDA LOGO]

                    to the date of the Indemnified Party's receipt of the notice
                    of withdrawal, except for those reasonable costs and
                    expenses, including reasonable attorneys' fees, incurred
                    solely for the benefit of the Indemnified Party.

     D. SURVIVAL. The parties agree that the defense, indemnification and hold
     harmless obligations of this Agreement shall survive the termination of
     this Agreement.

25. GENERAL PROVISIONS.

     A.   NOTICES. Except as otherwise specifically provided in this Agreement,
          any notice required to be given by either party to the other shall be
          in writing and delivered personally or by certified mail, return
          receipt requested, and shall be effective either as stated in the
          notice, or if not stated, immediately on the date of receipt. Notices
          to Dealer shall be directed to Dealer or its General Manager at
          Dealer's Authorized Location, or to the residential address last
          listed in Mazda's records for the majority or Controlling Owner of
          Dealer or Dealer's General Manager. Notices to Mazda shall be directed
          to the appropriate Regional Office of Mazda, to the attention of the
          Regional Manager.

     B.   NO IMPLIED WAIVERS. The failure of either party at any time to require
          performance by the other party of any provision in this Agreement
          shall in no way affect the right of such party to require such
          performance at any time thereafter, nor shall any waiver by any party
          of a breach of any provision in this Agreement constitute a waiver of
          any succeeding breach of the same or any other provision, nor
          constitute a waiver of the provision itself.

          Any continuation of business relations between the parties following
          expiration of this Agreement shall not be deemed a waiver of the
          expiration nor shall it imply that either party has committed to
          continue to do business with the other at any time in the future.
          Should this Agreement be renewed or any other form of agreement be
          offered to Dealer, Mazda reserves the right to offer an agreement of a
          length of term and upon such additional conditions as it deems
          reasonable.

     C.   SOLE AGREEMENT OF THE PARTIES. 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 Mazda Products,
          except as otherwise specifically provided for or referred to in this
          Agreement. Mazda has relied upon Dealer's Representations in entering
          into this Agreement. Dealer acknowledges that no representations or
          statements, other than those expressly set forth in this Agreement,
          were made by Mazda or any officer, employee, agent or representative
          of Mazda, or were relied upon by Dealer in entering into this
          Agreement. This Agreement cancels and supersedes all previous
          agreements between the parties relating to the subject matters covered
          in this Agreement. No change or addition to, or deletion of, any
          portion of

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          this Agreement shall be valid or binding upon the parties to this
          Agreement unless the same is approved in writing by an officer of each
          party.

     D.   NO AGENCY RELATIONSHIP. Dealer and Mazda are and operate as
          independent businesses from each other. This Agreement is not a
          property right and does not make Dealer, Owners, Mazda, or employees
          of Dealer or Mazda, or other Mazda Dealers, the agent, partner, joint
          venturer, or legal representative of each other for any purpose
          whatsoever. None of the parties to this Agreement, or any of their
          employees or any other persons acting on their behalf are granted any
          express or implied right or authority to assume or create any
          obligation on behalf of, or in the name of, the other party or to bind
          the other party in any manner whatsoever.

     E.   ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES. This is a personal
          service agreement by Dealer, Owners and General Manager and may not be
          assigned or sold in whole or in part, directly or indirectly,
          voluntarily or by operation of law, by them without the prior written
          approval of Mazda. Any attempted transfer, assignment or sale without
          Mazda's prior written approval is a material breach of this Agreement
          and will be void and not binding upon Mazda.

     F.   NO FRANCHISE FEE. Dealer and each Dealer Party warrants that it has
          paid no fee, nor has it provided any goods or services in lieu of
          same, to Mazda or any other party in consideration of entering into
          this Agreement. The sole consideration for Mazda's entering into this
          Agreement is Dealer's, Owners' and General Manager's ability,
          integrity, assurance of personal services and expressed intention to
          deal according to applicable laws, fairly and equitably with Mazda,
          Mazda Dealers and the public.

     G.   SEVERABILITY. If any provision of this Agreement should be held
          invalid or unenforceable for any reason whatsoever, or conflicts with
          any applicable law, this Agreement will be considered divisible as to
          such provision, and such provision will be deemed amended to comply
          with such law, or if it cannot be so amended without materially
          affecting the meaning, duties or rights of the parties to the
          Agreement, then it will be deemed deleted from this Agreement in such
          jurisdiction, and in either case, the remainder of the Agreement will
          be valid and binding to the greatest extent permitted under the law.

     H.   NEW FORM OF DEALER AGREEMENT. If Mazda at any time offers a new form
          of Mazda Dealer Agreement to Mazda Dealers generally, Mazda may
          terminate this Agreement by written notice to Dealer which offers the
          new form of Dealer Agreement to Dealer. The termination shall be
          effective ninety (90) days after Dealer receives such notice or on the
          date upon which the new Mazda Dealer Agreement between Mazda and
          Dealer is executed, whichever is earlier.

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     I.   BENEFIT. This Agreement is entered into by and between Mazda and
          Dealer 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.

     J.   NO FIDUCIARY RELATIONSHIP. This Agreement shall not be construed to
          create a fiduciary relationship between Dealer and Mazda.

     K.   NO JOINT EMPLOYMENT. Dealer acknowledges that it has assumed
          obligations under this Agreement to use its best efforts to sell and
          service Mazda Products, to increase the future growth in Mazda Product
          sales and service through increased customer satisfaction and other
          obligations related to the operation of the dealership and recognizes
          the necessity to employ and train qualified personnel to satisfy these
          commitments. To this end, Dealer agrees to employ only qualified
          persons who will fulfill the commitments made by Dealer to Mazda in
          this Agreement. Notwithstanding the foregoing, Dealer retains the sole
          and exclusive right to determine whom to hire and their
          qualifications, to direct, control and supervise Dealer's employees,
          and to establish all terms and conditions of employment of Dealer's
          employees. All supervision, control and direction of Dealer's
          employees shall be the sole and exclusive responsibility of Dealer.
          Dealer shall at all times remain the sole employer of persons employed
          in Dealer's Business and, to this end, Dealer and Mazda agree that no
          act or omission of Dealer or Mazda shall be construed to make or
          render them a joint employer, co-employer or alter ego of each other.

     L.   CONSENT OF MAZDA. Any time that this Agreement provides that Dealer
          must obtain Mazda's consent to any proposed conduct or change, Dealer
          must provide all information requested by Mazda concerning the
          proposal, and Mazda shall have a reasonable amount of time in which to
          evaluate the proposal.

     M.   MAZDA'S POLICIES, PROCEDURES, STANDARDS AND TERMINOLOGY. This
          Agreement, from time to time, refers to certain policies and
          procedures or policies and standards. Dealer acknowledges that these
          policies, procedures and standards are prepared by Mazda in its sole
          discretion based upon Mazda's evaluation of the marketplace. Mazda may
          reasonably amend its policies, procedures and standards as the
          marketplace changes from time to time. Wherever the term "sell" or
          "sale" is used in this Agreement, such term includes leases or
          leasing, or other approved forms of retail delivery of Mazda Vehicles
          to customers. For purposes of this Agreement, a fleet sale is
          considered a retail sale.

     N.   INABILITY TO PERFORM. Neither Dealer nor Mazda shall be liable for
          failure to perform any obligation under this Agreement due to fire,
          flood, other Acts of God, accident, strike or other labor dispute,
          riot, terrorist act, insurrection, war, governmental act or
          regulation, or act or failure to act of a manufacturer or any other
          company involved in the chain of distribution for Mazda Products.

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      0.  GOVERNING LAW. All questions concerning the validity, interpretation
          or performance of any of the terms or provisions of this Agreement, or
          of any rights or obligations of the parties hereof, shall be governed
          by and resolved in accordance with the laws of the state of the
          Dealer's Authorized Location(s).

     P.   TITLES. The titles appearing in the Agreement are for convenience
          only, and shall not affect the construction or interpretation of any
          provisions of this Agreement.

     Q.   GENDER AND NUMBER. As the context requires, as used in this Agreement,
          the masculine, feminine and neuter genders, and the singular and
          plural, include one another.

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26. DEFINITIONS

As used in this Agreement, the following terms shall have the following
meanings:

     A.   "AFFILIATED OR RELATED COMPANIES" means entities that are related as
          parent or subsidiary or are characterized by identity of ownership; or
          an entity that directly, or indirectly (through one or more
          intermediaries) controls, is controlled by, or is under common control
          with another entity.

     B.   "AGREEMENT" OR "DEALER AGREEMENT" means the Mazda Dealer Agreement,
          the Standard Provisions and any addenda that are incorporated by
          reference.

     C.   "AUTHORIZED LOCATION(S)" means each of the locations of the Dealer
          Facilities authorized by Mazda in writing to be used in Dealer's
          Business for Dealership Operations, as specifically set forth in
          Section 7 (Authorized Location and Facilities) of the Agreement.

     D.   "CONSUMER NOTICES" means all stickers, tags, labels and other notices
          to the consumer prepared and affixed by Mazda to Mazda Products prior
          to their delivery to Dealer.

     E.   "CONTROLLING OWNER" means a person who individually has the power to
          direct or cause the direction of the management and policies of
          Dealer, whether through the ownership of voting securities or by
          contract, or otherwise, and even if such person does not own a
          majority ownership interest in Dealer.

     F.   "DEALER" means the business entity identified as Dealer in the
          Agreement.

     G.   "DEALER'S BUSINESS" means all activities of Dealer relating to the
          promotion, sale, and service of Mazda Products and all other
          activities of Dealer under the Agreement.

     H.   "DEALER FACILITIES" means the buildings, improvements, fixtures, and
          equipment situated at the Authorized Location(s).

     I.   "DEALERSHIP OPERATIONS" means the management and execution of Dealer's
          Business in a manner consistent with the Agreement.

     J.   "DEALER OWNER" or "OWNER" means the individual owner(s) of Dealer
          identified in Section 4 (Dealer Entity Ownership) of this Agreement or
          the individual(s) who either directly or ultimately own the business
          entity identified in Section 4 and upon whose personal service Mazda
          relies in entering into this Agreement.

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     K.   "DEALER PARTY" means Dealer, or any Owner, shareholder, member,
          partner, director or officer of Dealer.

     L.   "DEALER'S REPRESENTATIONS" means the application, related documents
          and information submitted, and oral or written representations, made
          by Dealer to Mazda for the purpose of its evaluation of Dealer and
          determination of whether to enter into or renew the Agreement with
          Dealer.

     M.   "ESSENTIAL PROGRAMS" means those general and specialized sales
          management and sales, parts and service training programs offered by
          Mazda to Dealer, in which Dealer's participation is deemed necessary
          for maintaining an effective and efficient sales distribution system
          for Mazda Products.

     N.   "EXPIRATION DATE" means the date the term of the Agreement shall
          expire.

     0.   "FACILITIES ADDENDUM" shall mean the Facilities Addendum issued by
          Mazda to Dealer as part of this Agreement, which sets forth the
          specific requirements for the Dealer Facilities. Mazda reserves the
          right to issue new superseding Facilities Addenda to Dealer from time
          to time.

     P.   "FLOORING" means the wholesale line of credit with a recognized
          financial institution or other financial arrangement maintained by
          Dealer and deemed acceptable by Mazda as sufficient to sustain
          Dealer's required new vehicle inventory.

     Q.   "GENERAL MANAGER" means the general manager of Dealer identified in
          Section 6 (Changes in Management or Ownership) of the Agreement, who
          may or may not be an Owner, and upon whose personal service Mazda
          relies in entering into or continuing this Agreement.

     R.   "HEIR(S)" means an individual or those individuals that either: (i)
          have been named to succeed a Dealer Party's ownership interest in
          Dealer, or (ii) have a relationship with a deceased or Incapacitated
          Dealer Party, such that Mazda is required, under applicable law, to
          allow such individuals to succeed to such deceased or Incapacitated
          Dealer Party's interest in Dealer for a stated period of time.

     S.   "INCAPACITY" or "INCAPACITATED" means an individual who is not able,
          due to physical or mental impairment, to perform his/her normal duties
          pursuant to this Agreement for an extended or indefinite period of
          time.

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     T.   "INDEMNIFIED PARTY" means the party requesting defense and/or
          indemnification pursuant to this Agreement.

     U.   "INDEMNIFYING PARTY" shall mean the party who has been requested to
          defend and/or indemnify the Indemnified Party pursuant to this
          Agreement.

     V.   "MANUALS AND INSTRUCTIONS" shall mean those bulletins, manuals or
          instructions issued by Mazda to all Mazda Dealers advising them of
          Mazda's Policies or Procedures under this Agreement.

     W.   "MARKET REPRESENTATION PLAN" means a plan prepared and updated from
          time to time by Mazda, pursuant to which Mazda has defined the SOA,
          determined Dealer's Approved Location and established objectives for
          Dealer's sales and levels of market penetration for Mazda Products
          based on relevant factors including, without limitation, the location
          of potential owners expected for Mazda Products and competitive
          activities in such SOA.

     X.   "MAZDA" means Mazda Motor of America, Inc., a California corporation,
          dba Mazda North American Operations.

     Y.   "MAZDA DEALER(S)" means a dealer or dealers authorized by Mazda to
          promote, sell and service Mazda Products and serve Mazda customers in
          the United States pursuant to an executed Mazda Dealer Agreement.

     Z.   "MAZDA MARKS" means the various trademarks, service marks, names,
          logos, insignias, and designs (including, but not limited to the word
          "Mazda"), and all registrations thereof, now or hereafter owned,
          claimed, adopted, acquired or used by Mazda or any other authorized
          company in the chain of distribution for Mazda Products.

     AA.  "MAZDA PARTS AND/OR ACCESSORIES" means new parts and/or accessories
          designed for use on Mazda Vehicles and marketed by Mazda, or other
          parts and/or accessories specifically designated by Mazda in writing
          as Mazda Parts and/or Accessories.

     BB.  "MAZDA PRODUCTS" means Mazda Vehicles and Mazda Parts and Accessories,
          and such other products including, but not limited to, extended
          service contracts.

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     CC.  "MAZDA VEHICLES" means new cars and trucks authorized to bear Mazda
          Marks and sold by Mazda to Mazda Dealers.

     DD.  "NOMINEE SUCCESSOR" means a candidate nominated by the Owner owning a
          majority or controlling interest in Dealer. Once approved by Mazda in
          writing, the Nominee Successor would assume such ownership and/or the
          position of General Manager of the dealership upon the death or
          Incapacity of the Owner.

     EE.  "POLICIES AND PROCEDURES" or "POLICIES AND STANDARDS" means the
          policies and procedures/standards prepared by Mazda in its sole
          discretion based upon Mazda's evaluation of Dealer's Business, Mazda's
          business and dealer body, and the marketplace, which may be
          established and/or amended by Mazda from time to time.

     FF   "PRODUCT ADDENDUM" shall mean the Product Addendum issued by Mazda to
          Dealer which specifies those Mazda Products which shall be offered for
          sale by Mazda to Dealer for resale. Mazda reserves the right to issue
          new, superseding Product Addenda to Dealer from time to time.

     GG.  "SOA" means the geographic Statistical Observation Area, defined in
          the Market Representation Plan in which Dealer is required to
          effectively represent Mazda in advertising, sales, and service of
          Mazda Products, and which may be revised by Mazda from time to time.

     HH.  "SOA ADDENDUM" shall mean the Statistical Observation Area Addendum
          issued by Mazda to Dealer which specifies the SOA in which Dealer's
          performance is principally measured. Mazda reserves the right to issue
          new, superseding SOA Addenda to Dealer from time to time.

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