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                                                                 EXHIBIT 10.2.11

                             MERCEDES-BENZ USA, INC.

                                  MERCEDES-BENZ
                        PASSENGER CAR RETAILER AGREEMENT

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
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RETAILER AGREEMENT                                                            PAGE
                                                                              ----
<S>                                                                         <C>
     MERCEDES-BENZ STATEMENT OF COMMITMENT                                     (i)

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

     FINAL PARAGRAPH                                                           (v)

STANDARD PROVISIONS

1.   ACQUISITION, DELIVERY AND INVENTORY OF MERCEDES-
     BENZ PASSENGER CAR PRODUCTS                                                 1

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

          1. GRANT OF SECURITY INTEREST                                          2
          2. DEFAULT IN PAYMENT                                                  3
          3. ASSEMBLY OF COLLATERAL, PAYMENT OF COSTS AND NOTICES                3
          4. RECORDING AND FURTHER ASSURANCES                                    3
          5. RECORDS AND SCHEDULES OF INVENTORY                                  3
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<TABLE>
<S>                                                                             <C>
     I.   CHANGES OF DESIGN, SPECIFICATIONS OR OPTIONS                           4
     J.   DISCONTINUANCE OF MANUFACTURE OR
          IMPORTATION                                                            4
     K.   MINIMUM VEHICLE INVENTORIES                                            4
     L.   PRODUCT MODIFICATIONS                                                  4

II.  RETAILER'S MARKETING AND SALES OF MERCEDES-
     BENZ PASSENGER CAR PRODUCTS                                                 4

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

III. RETAILER'S SERVICE OBLIGATIONS                                              6

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

          1.       PRE-DELIVERY INSPECTIONS AND SERVICE                          7
          2.       WARRANTY REPAIRS AND POLICY SERVICE                           7
          3.       SERVICE CAMPAIGN INSPECTIONS AND CORRECTIONS                  8
          4.       ROADSIDE ASSISTANCE PROGRAM                                   8

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

          1.       QUALITY STANDARDS                                             8
          2.       RETAILER'S DISCLOSURES AS TO USE OF AND
                   WARRANTIES FOR NON-GENUINE PARTS AND ACCESSORIES              9

     D.   COMPLIANCE WITH SAFETY AND EMISSION
          CONTROL REQUIREMENTS                                                   9

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

IV. RETAILER'S SERVICE AND PARTS ORGANIZATION                                   10

     A.   ORGANIZATION AND STANDARDS                                            10
     B.   SERVICE EQUIPMENT AND SPECIAL TOOLS                                   10
     C.   PARTS STOCKING LEVEL                                                  10
     D.   AFTER HOURS DELIVERY                                                  10
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<TABLE>
<S>                                                                            <C>
     E.   ASSISTANCE PROVIDED BY MBUSA                                          11

          1.       SERVICE MANUALS AND MATERIALS                                11
          2.       FIELD PERSONNEL ASSISTANCE                                   11

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

     G.   ADDITIONAL FACILITIES OR LOCATIONS                                    11

V. CLIENT SATISFACTION RESPONSIBILITIES                                         12

     A.   RETAILER'S CLIENT SATISFACTION
          OBLIGATIONS                                                           12

          1.       RETAILER'S CLIENT SATISFACTION PLAN                          12
          2.       EMPLOYEE TRAINING                                            12
          3.       CLIENT ASSISTANCE RESPONSE SYSTEM                            12

     B.   EVALUATION OF RETAILER'S CLIENT
          SATISFACTION PERFORMANCE                                              12

VI. MERCEDES-BENZ CENTER FACILITIES AND IDENTIFICATION                          13

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

          1.       VALIDITY AND EXCLUSIVE OWNERSHIP OF
                   MERCEDES-BENZ MARKS                                          14
          2.       USE BY RETAILER                                              15
          3.       DISCONTINUANCE OF USE                                        15
          4.       ENFORCEMENT                                                  16

VII. WARRANTIES                                                                 16

VIII. CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS                              16

     A.   NET WORKING CAPITAL                                                   16
     B.   FLOORING AND LINES OF CREDIT                                          17
     C.   PAYMENT TERMS                                                         17
     D.   UNIFORM ACCOUNTING SYSTEM                                             17
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<TABLE>
<S>                                                                            <C>
     E.   RECORDS MAINTENANCE                                                   18
     F.   EXAMINATION OF MERCEDES-BENZ CENTER
          ACCOUNTS AND RECORDS                                                  18
     G.   TAXES                                                                 18
     H.   CONFIDENTIALITY                                                       18
     I.   MERCEDES-BENZ RETAILER COMMUNICATIONS
          SYSTEM AND PROPRIETARY MANUFACTURER
          SYSTEMS                                                               18
     J.   SALES REPORTING                                                       19

IX. TRANSFERS                                                                   19

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

          1.       RIGHTS GRANTED                                               19
          2.       EXERCISE OF MBUSA'S RIGHTS                                   20
          3.       RIGHT OF FIRST REFUSAL                                       20
          4.       OPTION TO PURCHASE                                           21
          5.       RETAILER'S OBLIGATIONS                                       21

X. SUCCESSION RIGHTS UPON DEATH OR INCAPACITY                                   22

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

XI. TERMINATION                                                                 24

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

          1. IMMEDIATE TERMINATION                                              24
          2. TERMINATION UPON SIXTY DAYS NOTICE                                 26
          3. TERMINATION FOR FAILURE OF PERFORMANCE                             27
          4. TERMINATION UPON DEATH OR INCAPACITY                               27

     C.   TERMINATION UPON TERMINATION OF
          DISTRIBUTORSHIP                                                       27
     D.   TERMINATION FOR FAILURE OF MBUSA TO BE
          LICENSED                                                              27
     E.   TERMINATION UPON OFFERING TO ENTER INTO A
          NEW OR AMENDED PASSENGER CAR RETAILER
          AGREEMENT                                                             28
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<TABLE>
<S>                                                                            <C>
     F.   NOTICE OF TERMINATION                                                 28
     G.   CONTINUANCE OF BUSINESS RELATIONS                                     28
     H.   REPURCHASE PROVISIONS                                                 28

          1. MBUSA'S OBLIGATIONS                                                28
          2. RETAILER'S RESPONSIBILITIES                                        29
          3. PAYMENT BY MBUSA                                                   30

XII. DISPUTE RESOLUTION PROCESS                                                 30

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

XIII. DEFENSE AND INDEMNIFICATION                                               32

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

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

XV. GENERAL PROVISIONS                                                          35

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

XVI. DEFINITIONS                                                                37

XVII. ADDITIONAL PROVISIONS                                                     38
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                             MERCEDES-BENZ USA, INC.

                 MERCEDES-BENZ PASSENGER CAR RETAILER AGREEMENT
                               STANDARD PROVISIONS

I.   ACQUISITION, DELIVERY AND INVENTORY OF MERCEDES-BENZ
     PASSENGER CAR PRODUCTS

     A.   PRICES AND TERMS OF SALE

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

     B.   AVAILABILITY AND ALLOCATION OF PRODUCTS

          MBUSA will allocate Mercedes-Benz Passenger Car Products among its
          passenger car retailers in a fair and equitable manner. MBUSA will,
          upon Retailer's request, explain the considerations and method used to
          allocate Mercedes-Benz Passenger Car Products to Retailer.

     C.   DELIVERY OF PRODUCTS

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

     D.   PASSAGE OF TITLE

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

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     E.   RISK OF DAMAGE OR LOSS

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

     F.   DELAY OR FAILURE OF DELIVERY

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

     G.   DIVERSION AND STORAGE CHARGES

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

     H.   SECURITY INTEREST

          1.   GRANT OF SECURITY INTEREST

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

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

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

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

     2.   DEFAULT IN PAYMENT

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

     3.   ASSEMBLY OF COLLATERAL, PAYMENT OF COSTS AND NOTICES

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

     4.   RECORDING AND FURTHER ASSURANCES

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

     5.   RECORDS AND SCHEDULES OF INVENTORY

          Retailer shall keep accurate records itemizing and describing the
          kind, type and quantity of Inventory and shall furnish to MBUSA
          within five (5) days of receipt of MBUSA's request therefor, a current
          schedule of inventory in form and substance satisfactory to MBUSA
          ("Schedule of




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

     I.   CHANGES OF DESIGN, SPECIFICATIONS OR OPTIONS

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

     J.   DISCONTINUANCE OF MANUFACTURE OR IMPORTATION

          DCAG and/or MBUSA may discontinue the manufacture, importation or
          distribution of all or part of any Mercedes-Benz Passenger Car
          Product, whether passenger car parts, options or accessories,
          including any model, series or body style of any Mercedes-Benz
          Passenger Car at any time without any obligation or liability to
          Retailer by reason thereof.

     K.   MINIMUM VEHICLE INVENTORIES

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

     L.   PRODUCT MODIFICATIONS

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

II.  RETAILER'S MARKETING AND SALES OF MERCEDES-BENZ PASSENGER CAR PRODUCTS

     A.   RETAILER'S GENERAL RESPONSIBILITIES

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

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

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

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

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

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

B.   EXPORT POLICY

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

C.   MERCEDES-BENZ RETAILER ASSOCIATION

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

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     D.   PRE-OWNED VEHICLES

          Retailer agrees to display and sell pre-owned Mercedes-Benz vehicles
          at the Approved Location(s). Retailer shall participate in programs as
          specified by MBUSA for the sale of such vehicles, and shall maintain
          the minimum reasonable inventory established by MBUSA from time to
          time for such operations. Retailer shall conduct its pre-owned
          Mercedes-Benz vehicle operations in conformance with all standards set
          forth in this Agreement.

     E.   AREA OF INFLUENCE

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

     F.   EVALUATION OF RETAILER'S MARKETING AND SALES PERFORMANCE

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

III. RETAILER'S SERVICE OBLIGATIONS

     A.   CLIENT SERVICE STANDARDS

          Retailer and MBUSA agree that client satisfaction and the future
          growth of their respective businesses is substantially dependent upon
          the ability of owners of

                                       -6-


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          Mercedes-Benz passenger cars to obtain high-quality servicing from
          Retailer. Therefore, Retailer agrees to:

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

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

          3.   Professionally perform the necessary repairs; and

          4.   Treat clients fairly at all times.

     B.   RETAILER'S SPECIFIC SERVICE OBLIGATIONS

          1.   PRE-DELIVERY INSPECTIONS AND SERVICE

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

          2.   WARRANTY REPAIRS AND POLICY SERVICE

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

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               services for which Retailer is reimbursed by MBUSA, except as
               required by law.

          3.   SERVICE CAMPAIGN INSPECTIONS AND CORRECTIONS

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

          4.   ROADSIDE ASSISTANCE PROGRAM

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

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

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

          1.   QUALITY STANDARDS

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

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

               2.   Are equivalent in quality and design to Genuine Mercedes-
                    Benz Passenger Car Parts and Accessories.

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


                                    -8-

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

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

     D.   COMPLIANCE WITH SAFETY AND EMISSION CONTROL REQUIREMENTS

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

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

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

     E.   COMPLIANCE WITH CONSUMER PROTECTION STATUTES, RULES AND REGULATIONS

          Retailer agrees to comply and operate consistently with all applicable
          provisions of any repair or replace or other consumer protection
          statutes, rules and


                                      -9-


<PAGE>   15


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

IV.  RETAILER'S SERVICE AND PARTS ORGANIZATION

     A.   ORGANIZATION AND STANDARDS

          Retailer agrees to organize and maintain a complete service and parts
          organization of the highest quality, including a qualified service
          manager, parts manager, diagnostic specialists, technicians and a
          sufficient complement of qualified service and parts personnel as
          recommended by MBUSA. Retailer's personnel will meet the educational,
          management and technical training standards reasonably established by
          MBUSA and, at Retailer's expense, will complete all service, parts
          and client satisfaction training courses prescribed by MBUSA.

     B.   SERVICE EQUIPMENT AND SPECIAL TOOLS

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

     C.   PARTS STOCKING LEVEL

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

     D.   AFTER-HOURS DELIVERY

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



                                      -10-



<PAGE>   16


     E.   ASSISTANCE PROVIDED BY MBUSA

          1.   SERVICE MANUALS AND MATERIALS

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

          2.   FIELD PERSONNEL ASSISTANCE

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

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

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

     G.   ADDITIONAL FACILITIES OR LOCATIONS

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

                                      -11-


<PAGE>   17


V.   CLIENT SATISFACTION RESPONSIBILITIES

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

     A.   RETAILER'S CLIENT SATISFACTION OBLIGATIONS

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

          1.   RETAILER'S CLIENT SATISFACTION PLAN

               Upon MBUSA's request, Retailer shall provide a detailed plan of
               Retailer's client satisfaction program to MBUSA and shall
               implement such program on a continuous basis. This plan shall
               include an ongoing system for emphasizing client satisfaction to
               all Retailer's employees, for training Retailer employees and for
               conveying to clients that Retailer is committed to the
               highest, possible level of client satisfaction.

          2.   EMPLOYEE TRAINING

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

          3.   CLIENT ASSISTANCE RESPONSE SYSTEM

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

     B.   EVALUATION OF RETAILER'S CLIENT SATISFACTION PERFORMANCE

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

          1.   MBUSA will provide Retailer with Client Relationship Index
               ("CRI") reports or such other equivalent data as will permit
               Retailer to assess its


                                      -12-


<PAGE>   18


               performance and maintain the highest level of client
               satisfaction. Retailer agrees to review with its employees on a
               regular basis the results of the client satisfaction reports or
               other data it receives.

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

VI.  MERCEDES-BENZ CENTER FACILITIES AND IDENTIFICATION

     A.   LOCATION AND FACILITIES

          Retailer shall provide Mercedes-Benz Center Facilities at the Approved
          Location(s) that (i) will enable Retailer to effectively perform its
          responsibilities under this Agreement, (ii) are satisfactory in
          space, appearance, layout, equipment and corporate identification, and
          (iii) are otherwise substantially in accordance with the Retailer
          Operating Requirements Addendum, Retailer Facility Space Analysis
          Addendum, Corporate Identity Manual and such other standards as
          MBUSA may establish from time to time. Retailer shall conduct its
          Mercedes-Benz Center Operations only from the Approved Location(s). If
          the Approved Location(s) is comprised of more than one place of
          business, Retailer shall use each such place of business only for the
          purposes specified therefor in Paragraph F and the Final Paragraph of
          this Agreement and, if applicable, in the Retailer Facility Space
          Analysis Addendum.

     B.   CHANGES AND ADDITIONS

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

          In particular, Retailer acknowledges that the addition of sales,
          service or parts operations for another line of vehicles to the
          Mercedes-Benz Center Facilities or


                                     -13-


<PAGE>   19

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

     C.   RETAILER'S OPERATING HOURS

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

     D.   CORPORATE IDENTITY

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

     E.   EVALUATION OF MERCEDES-BENZ CENTER FACILITIES

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

     F.   OWNERSHIP AND USE OF MERCEDES-BENZ MARKS

          1.   VALIDITY AND EXCLUSIVE OWNERSHIP OF MERCEDES-BENZE MARKS

               Retailer acknowledges the validity and DCAG's exclusive ownership
               of the Mercedes-Benz Marks, and agrees not to contest the same
               during the term of the Agreement or at any time thereafter.
               Retailer and MBUSA


                                       14
<PAGE>   20

               agree to cooperate with each other in preventing any acts of
               trademark infringement or unfair competition with respect to
               any Mercedes-Benz Mark, but DCAG or MBUSA shall have sole control
               over all actions and legal proceedings to redress infringement
               of or any unfair competition with respect to any Mercedes-Benz
               Mark.

          2.   USE BY RETAILER

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

          3.   DISCONTINUANCE OF USE

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

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

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

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

               d.   Cease representing itself as an authorized Mercedes-Benz
                    passenger car retailer; and

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

                                      -15-

<PAGE>   21

           4.   Enforcment

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

 VII. WARRANTIES

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

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


VIII. CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS

      A. NET WORKING CAPITAL

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




                                      -16-
<PAGE>   22
     B.   FLOORING AND LINES OF CREDIT

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

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

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

     C.   PAYMENT TERMS

          All monies or accounts due Retailer from MBUSA will be considered net
          of Retailer's indebtedness to MBUSA. MBUSA may deduct or offiet any
          amounts due or to become due from Retailer to MBUSA, or any amounts
          held by MBUSA, from or against any sums or accounts due or to become
          due from MBUSA to Retailer; provided, however, that MBUSA shall not
          deduct or offset such amounts for any transaction where MBUSA has
          failed to provide written notice to Retailer of the amounts due
          within six (6) months of the transaction. Payments by Retailer to
          MBUSA shall be made in such a manner as prescribed by MBUSA and shall
          be applied against Retailer's indebtedness in accordance with MBUSA's
          policies and practices. If Retailer disputes any deduction or offset
          imposed by MBUSA pursuant to this Section VIII.C, it shall provide
          written notice of such dispute to MBUSA within ninety (90) days of the
          date on which MBUSA imposed such deduction or offset.  If Retailer
          fails to provide such notice to MBUSA within that 90-day period, it
          shall be deemed to have waived any right that it may have to challenge
          such deduction or offset pursuant to Section XII or before any court,
          administrative agency or governmental body.

     D.   UNIFORM ACCOUNTING SYSTEM

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



                                      -17-


<PAGE>   23




          prescribed by MBUSA. If requested by MBUSA, Retailer shall furnish to
          MBUSA an audited annual financial statement.

     E.   RECORDS MAINTENANCE

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

     F.   EXAMINATION OF MERCEDES-BENZ CENTER ACCOUNTS AND RECORDS

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

     G.   TAXES

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

     H.   CONFIDENTIALITY

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

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

          MBUSA has established the Mercedes-Benz Retailer Communications System
          ("RCS") to retrieve information from and disseminate information to
          Retailer. The RCS (which presently called MBNet) collects parts,
          warranty and financial data from Retailer, and provides access to
          various reports, data bases and

                                      -18-

<PAGE>   24

        administrative messages to Retailer. Retailer shall utilize the RCS to
        provide such information to MBUSA as MBUSA shall specify from time to
        time.  Retailer shall acquire, install and maintain at its expense the
        necessary equipment and systems compatible with the RCS, as well as
        other proprietary manufacturer systems, which are deemed necessary by
        MBUSA to transact business and serve clients in the most efficient
        manner.

    J.  SALES REPORTING

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

IX. TRANSFERS

    A.  SALE OF ASSETS OR OWNERSHIP INTEREST

        This is a personal service agreement that MBUSA has entered into in
        reliance upon the personal qualifications, reputation, integrity,
        expertise and commitment of Owners and Retailer Operator. For this
        reason, Retailer agrees to obtain MBUSA's prior written consent to any
        proposed sale or transfer of Retailer's principal assets or any
        ownership interest of Owner, which consent shall not be unreasonably
        withheld.

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

    B.  RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE


        1.  RIGHTS GRANTED


            If a proposal to sell Retailer's principal assets or transfer the
            majority ownership interest in Retailer is submitted by Retailer to
            MBUSA, or in the event of the death of the majority Owner of
            Retailer, MBUSA has a right of first refusal or option to purchase
            such assets or ownership interest, including any leasehold interest
            or realty. MBUSA's exercise of its right or option under this
            Section IX.B supersedes Retailer's right to transfer its interest
            in, or ownership of, the Mercedes-Benz Center. MBUSA's right or
            option may be assigned by it to any third party and


                                      -19-


<PAGE>   25
     MBUSA hereby guarantees the full payment to Retailer of the purchase price
     by such assignee. MBUSA may disclose the terms of any pending buy/sell
     agreement and any other relevant Mercedes-Benz Center performance
     information to any potential assignee. MBUSA's rights under this Section
     IX.B will be binding on and enforceable against any assignee or successor
     in interest of Retailer or purchaser of Retailer's assets.




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


2.   EXERCISE OF MBUSA'S RIGHTS


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


3.   RIGHT OF FIRST REFUSAL


     If Retailer has entered into a bona fide written buy/sell agreement for its
     Mercedes-Benz Center business or assets, MBUSA's right under this Section
     IX.B is a right of first refusal, enabling MBUSA to assume the buyer's
     rights and obligations under such buy/sell agreement, and to cancel this
     Agreement and all rights granted Retailer. Upon MBUSA's request, Retailer
     agrees to provide other documents relating to the proposed transfer and any
     other information which MBUSA deems appropriate, including, but not limited
     to, those reflecting other agreements or

                                      -20-
<PAGE>   26
     understandings between the parties to the buy/sell agreement. If Retailer
     refuses to provide such documentation or to state in writing that no such
     documents exist, it shall be conclusively presumed that the buy/sell
     agreement is not a bona fide agreement. If Retailer withdraws its proposal
     in writing within ten (10) days following Retailer's receipt of MBUSA's
     notice exercising its right of first refusal, such right shall be null and
     void.

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

4.   OPTION TO PURCHASE

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

5.   RETAILER'S OBLIGATIONS

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



                                   - 21 -

<PAGE>   27


               charge of any kind, Retailer agrees to procure the discharge and
               satisfaction thereof prior to the closing of sale of such
               property to MBUSA.

X.  SUCCESSION RIGHTS UPON DEATH OR IN CAPACITY

    A.  SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER

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

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

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




                                      -22-
<PAGE>   28
      If MBUSA has notified Retailer that it does not plan to continue to have a
      Mercedes-Benz passenger car retailer in Retailer's AOI, MBUSA shall have
      no obligation to execute a new Mercedes-Benz Passenger Car Retailer
      Agreement with Owner's Heir(s) pursuant to this Section X.

B.    INCAPACITY OF OWNER

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

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

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

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

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


                                      -23-



<PAGE>   29
XI.  TERMINATION

     A.  VOLUNTARY TERMINATION BY RETAILER

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


     B.  TERMINATION FOR CAUSE

         1.   IMMEDIATE TERMINATION

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


              a.   Any attempted or actual sale, transfer or assignment by
                   Retailer of this Agreement or any of the rights granted
                   Retailer hereunder, or any attempted or actual transfer,
                   assignment or delegation by Retailer of any of the
                   responsibilities assumed by it under this Agreement, without
                   the prior written consent of MBUSA;


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


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


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




                                      -24-
<PAGE>   30
e.   Any undertaking by Retailer to conduct, directly or indirectly, any of the
     Mercedes-Benz Center Operations at a location or facility other than those
     specified in Paragraph F and the Final Paragraph of this Agreement for that
     Mercedes-Benz Center Operation;

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

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

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

i.   Submission by Retailer to MBUSA of: (i) a knowingly false or fraudulent
     report or statement; (ii) a knowingly false or fraudulent claim (or
     statement in support thereof) for payment, reimbursement or for any
     discount, allowance, refund, rebate, credit or other incentive under any
     plan that may be offered by MBUSA, whether or not Retailer offers or makes
     restitution; (iii) false financial information; (iv) false sales reporting
     data; or (v) any false report or statement relating to pre-delivery
     inspection, testing, warranties, service, repair or maintenance required to
     be performed by Retailer; or



                                      -25-
<PAGE>   31




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

     2.   TERMINATION UPON SIXTY DAYS NOTICE

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

          a.   Failure of Retailer to pay MBUSA for any Mercedes-Benz Passenger
               Car Products;

          b.   Failure of Retailer to establish or maintain the required net
               working capital or adequate flooring, and lines of credit;

          c.   Any dispute, disagreement or controversy among managers, officers
               or Owners of Retailer that, in the reasonable opinion of MBUSA,
               adversely affects the ownership, operation, management, business,
               reputation or interests of Retailer or MBUSA;

          d.   Impairment of the reputation or financial standing of Retailer
               subsequent to the execution of this Agreement;

          e.   Refusal to permit MBUSA to examine or audit Retailer's accounting
               records as provided herein upon receipt by Retailer from MBUSA of
               written notice requesting such permission or information;

          f.   Failure of Retailer to timely furnish accurate sales or financial
               information and related supporting data; or

          g.   Breach or violation by Retailer of any other term or provision of
               this Agreement.

                                      -26-


<PAGE>   32
     3.   TERMINATION FOR FAILURE OF PERFORMANCE

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

     4.   TERMINATION UPON DEATH OR INCAPACITY

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

C.   TERMINATION UPON TERMINATION OF DISTRIBUTORSHIP

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

D.   TERMINATION FOR FAILURE OF MBUSA TO BE LICENSED

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

                                      -27-
<PAGE>   33

E.   TERMINATION UPON OFFERING TO ENTER INTO A NEW OR AMENDED PASSENGER CAR
     RETAILER AGREEMENT

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

F.   NOTICE OF TERMINATION

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

G.   CONTINUANCE OF BUSINESS RELATIONS

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

H.   REPURCHASE PROVISIONS

     1.   MBUSA'S OBLIGATIONS

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

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

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

                                      -28-
<PAGE>   34
               accessories to Mercedes-Benz passenger car retailers in the area
               in which Retailer is located.

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

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

     2.   RETAILER'S RESPONSIBILITIES

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

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

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

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

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

                                      -29-
<PAGE>   35

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


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

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

     3.   PAYMENT BY MBUSA

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

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

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

XII. DISPUTE RESOLUTION PROCESS

     A.   THE MERCEDES-BENZ BOARD

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

          A Mercedes-Benz Board ("Board") will act as the administrator of all
          disputes between MBUSA and Retailer arising out of or relating to this
          Agreement. The Board will consist of three representatives who will be
          selected by MBUSA and
                                      -30-
<PAGE>   36
          three retailer operators of Mercedes-Benz passenger car retailers who
          will be selected by the Mercedes-Benz Retailer Board. The board will
          determine eligibility requirements, develop procedures to ensure a
          fair and equitable decision ("ADR Procedures") and select individuals
          to participate in a Dispute Resolution Panel ("Panel") to hear an
          eligible dispute. The Panel shall consist of at least one MBUSA
          representative, one retailer operator of a Mercedes-Benz passenger
          car retailer, and one independent person who has been selected by the
          Board.

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

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

     B.   MANDATORY MEDIATION

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

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

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

     C.   OPTIONAL ARBITRATION

          If a dispute has not been resolved after mediation, or if Retailer and
          MBUSA have agreed in writing to waive mediation, Retailer may submit
          the dispute to arbitration in accordance with the procedures in the
          Retailer Dispute Resolution Guide. The award of the arbitration panel
          shall be binding on MBUSA but not on Retailer, and shall be
          non-appealable except as otherwise provided in the United States
          Arbitration Act. Retailer may pursue its remedy in a judicial,

                                      -31-
<PAGE>   37

          administrative or governmental proceeding if Retailer chooses not to
          be bound by the arbitration award. Judgment upon any award rendered by
          the arbitrator(s) may be entered and enforced in any court having
          jurisdiction.


XIII.DEFENSE AND INDEMNIFICATION

     A.   DEFENSE AND INDEMNIFICATION BY MBUSA

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

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

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

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

               Provided:

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

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

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

                                      -32-


<PAGE>   38
          7.   That Retailer agrees to cooperate fully in the defense of such
               action as MBUSA may reasonably require; and

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

     B.   DEFENSE AND INDEMNIFICATION BY RETAILER

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

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

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

          3.   Retailer's alleged breach of any contract or warranty other than
               that provided by MBUSA or DCAG;

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

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

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

               Provided:

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

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

                                      -33-

<PAGE>   39
          9.   That the complaint does not involve allegations of liability
               premised upon separate MBUSA's conduct or omissions.

     C.   CONDITIONAL DEFENSE AND/OR INDEMNIFICATION

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

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

     D.   THE EFFECT OF SUBSEQUENT DEVELOPMENTS

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

     E.   TIME TO RESPOND AND RESPONSIBILITIES OF THE PARTIES

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

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

                                      -34-

<PAGE>   40
          requesting party for all reasonable costs and expense, including
          actual attorneys' fees, incurred prior to such assumption.

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

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

XV.  GENERAL PROVISIONS

     A.   NOTICES

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

     B.   NO IMPLIED WAIVERS

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

     C.   SOLE AGREEMENT OF THE PARTIES

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


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<PAGE>   41


D.       RETAILER NOT AN AGENT OR REPRESENTATIVE

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

E.       ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES

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

F.       NO FRANCHISE FEE

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

G.       BENEFIT

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

H.       NEW JERSEY LAW

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




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<PAGE>   42


XVI.    DEFINITIONS

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

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

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

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

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

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

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

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

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

         I.       MERCEDES-BENZ PASSENGER CARS: All new Mercedes-Benz passenger
                  cars that MBUSA is authorized to sell to Mercedes-Benz
                  passenger car retailers in the United States of America
                  pursuant to a written distribution agreement between




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<PAGE>   43


                  DCAG and MBUSA, and that MBUSA, in its sole discretion, sells
                  to Retailer for resale.

         J.       GENUINE MERCEDES-BENZ PASSENGER CAR PARTS AND ACCESSORIES: All
                  Mercedes-Benz passenger ear parts and accessories manufactured
                  by or on behalf of MBUSA or DCAG and such other parts and
                  accessories specifically approved by DCAG for use in servicing
                  Mercedes-Benz Passenger Cars that MBUSA sells to Retailer for
                  resale.

         K.       MERCEDES-BENZ PASSENGER CAR PRODUCTS: All Mercedes-Benz
                  Passenger Cars and Genuine Mercedes-Benz Passenger Car Parts
                  and Accessories that MBUSA sells to Retailer for resale.

         L.       COMPETITIVE VEHICLES: Those new vehicles that we considered by
                  MBUSA to be directly competitive with Mercedes-Benz Passenger
                  Cars.

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

XVII.    ADDITIONAL PROVISIONS

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




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