<PAGE>
                                                                  EXHIBIT 10.10


                                 LEASE AGREEMENT

                  THIS LEASE AGREEMENT ("Lease"), made and entered into this 1st
day of April, 2002, by and between NORTH BROADWAY REAL ESTATE LIMITED LIABILITY
COMPANY, an Oklahoma Limited Liability Company (hereinafter "Lessor") and Howard
Pontiac-GMC, Inc., an Oklahoma Corporation (hereinafter "Tenant").

                              TERMS AND AGREEMENTS

         1. PROPERTY. The Lessor, in consideration of the covenants and
agreements to be performed by Tenant and upon the terms and conditions
hereinafter stated, does hereby lease, demise and let unto Tenant all of the
land and improvements thereon described as attached hereto and made a part
hereof as Exhibit A. As used herein, the term "Building" refers to the building
improvements shown on Exhibit A and the land and other improvements within the
Property, but outside the exterior walls of the Building, may be referred to as
the "Leased Premises."

         2. POSSESSION. Tenant is in possession of the Leased Premises as of
this date and Tenant shall be granted continued possession of the Leased
Premises from the Commencement Date.

         3. TERM. The primary term of this Lease (the "Term") shall commence on
the first day of April, 2002 (the "Commencement Date") and shall end at 5:00
p.m. five (5) years after Commencement Date (the "Expiration Date"), or on such
earlier date upon which the Term shall expire or be cancelled or terminated
pursuant to any of the conditions or covenants of this Lease or by operation of
law. If Lessee is not in default of any covenant, agreement, term, provision or
condition contained in this Lease, Lessee shall have the right to renew this
Lease for one (1) successive period of five (5) years on the covenants,
agreements, terms, provisions, and conditions provided herein, except that rent
shall be adjusted as provided in paragraph 4.B of this Lease. In order to
exercise such right to renew the term of this Lease, Lessee shall give written
notice of Lessee's desire to extend the term of this Lease at least six (6)
months prior to the date on which the renewal term is scheduled to commence. The
renewal term of this Lease shall not have the effect of expanding in any way
whatsoever Lessee's renewal rights set forth in this paragraph 3, it being
specifically understood that Lessee shall have one (1) and only one (1) renewal
period of five (5) years during the entire term of this Lease. Lessee's failure
to exercise in a timely manner its right to renew the term of this Lease shall
have effect of cancellation of such right to renew the term of this Lease and
all remaining renewal rights.

         4. RENT. Tenant agrees to pay Lessor at 3600 West Main, Suite 150,
Norman, Oklahoma 73072, or at such other addresses as Lessor may designate, rent


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for the Leased Premises at the rate of Thirteen Thousand Three Hundred Thirty
and No/100 Dollars ($13,330.00) per month in advance beginning on the
Commencement Date of this Lease Agreement and on the fifth (5th) day of each
month thereafter for 60 months.

             A. Tenant agrees to pay Lessor the Monthly Base Rent, in monthly
         installments as stated above. The first such installment shall be paid
         on or before the Commencement Date and a like sum shall be paid on or
         before the first day of each and every successive calendar month
         thereafter during the term hereof. Payment shall be made to Lessor at
         the address as shown on the Schedule or at such other place as Lessor
         may from time to time designate in writing.

             B. If Lessee exercises its right to renew this Lease for one (1)
         successive five (5) year period, Rent shall increase on the date which
         the renewal term is scheduled to commence set forth in paragraph 3
         attributable to half the CPI in affect at the time of renewal.

             C. Any Rent which remains unpaid following the date the same is due
         hereunder shall bear interest of 18% per annum until the same is paid
         in full. Tenant's obligation to pay Rent hereunder shall be without the
         necessity of further demand therefore, and without any abatement,
         deduction, setoff or counterclaim for any reason whatsoever, except as
         may be specifically provided in this Lease.

             D. Any Rent payable for a portion of a month shall be prorated
         based upon the number of days in the applicable calendar month.

             E. No endorsement or statement on any check or letter accompanying
         any check or payment as Rent shall be deemed an accord and satisfaction
         and Lessor may accept such check or payment without prejudice to
         Lessor's right to recover the amounts of the Rent or pursue any other
         remedy provided in this Lease.

             F. The obligation of Tenant with respect to the payment of Rent,
         accrued and unpaid during the term of the Lease, shall survive the
         expiration or earlier termination of the Lease. The obligation of
         Tenant to pay Rent is an


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            independent covenant and no act or circumstance whatsoever shall
            release Tenant from the obligation to pay Rent as required by this
            Paragraph 4 unless otherwise expressly provided in this Lease.


         5. TAXES. Tenant shall pay the property taxes on the Leased Premises
during the term of this Lease Agreement.

         6. UTILITIES. Tenant shall pay the costs of all water, gas, electrical
services, trash removal, snow removal and any and all other utilities provided
to the Leased Premises. Tenant will maintain utility services on the Leased
Premises in Tenant's name for the term of this Lease Agreement.

         7. INSURANCE. Tenant agrees to maintain such casualty insurance with
extended coverage as Tenant and Lessor shall reasonably agree. Lessor and Tenant
agree that the desired coverage for the Leased Premises is as follows:

         A. Fire and extended coverage on the Leased Premises underwritten on an
            all risk basis for ninety percent (90%) of replacement cost of the
            building;

         B. Public liability insurance against property damage or personal
            injury for combined single limit liability of not less than One
            Million Dollars ($1,000,000.00) for Lessor and Tenant.

         Tenant shall cause Lessor and Lessor's mortgagee, if any, to be
reflected as an additional insured and certificate holder. Said policy shall
provide that the Lessor be a named insured and that it may not be canceled
without thirty (30) days written notice to Lessor.

         Tenant shall furnish to Lessor certificates of insurance and shall
furnish proof of such insurance at any time such proof is requested in writing
by Lessor.

         Lessor and Tenant hereby waive and release any and all rights, claims,
demands, causes of action each may have against the other on account of any loss
or damage occasioned to Lessor or Tenant, as the case may be, their respective
properties, real and personal, the Leased Premises, or their contents, arising
from any risk or peril generally covered or coverable, by standard fire and
extended coverage issued in the State of Oklahoma; and the parties each, on
behalf of their respective insurance companies insuring the property of the
Lessor or Tenant against any such loss, waive and release any rights of
subrogation that such companies may have against Lessor or Tenant, as the case
may be.


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         8. REPAIRS, ALTERATIONS AND ADDITIONS. Lessor shall be responsible for
all structural repairs and replacements, including the foundation and structural
walls. All repairs and replacements required inside the building and for the
equipment located therein shall be made at the expense of Tenant, who shall take
care of the Leased Premises and surrender the same at the end of the term in
substantially as good condition as when received, ordinary wear and tear, damage
by fire or the elements, and unavoidable casualty excepted.

         Except non-structural interior alterations to the Premises, which
require expenditures of less than $5,000.00 in any calendar year, no alterations
in or additions to the Premises shall be undertaken unless Tenant has obtained
Lessor's written permission to do so. Tenant shall indemnify and hold Lessor
harmless from all liabilities, liens (including, but not limited to, mechanic's
or materialmen's liens or claims thereof), costs (including, but not limited to,
attorneys' fees), expenses, proceedings, claims and demands of every kind and
description which may arise out of, or be connected in any way with, alterations
or additions made to the Premises by Tenant. Tenant agrees to remove all
mechanics and materialmen's liens placed on the Leased Premises within ten (10)
days of receipt of written notice of such lien from Lessor. All alterations and
additions shall become Lessor's property and shall remain upon the Premises at
the termination of the Lease by lapse of time or otherwise as specifically
listed herein.

         9. SIGNS. Tenant shall have the right to erect such signs as it may
desire, subject to any applicable governmental laws, ordinances, regulations and
other requirements. Tenant shall remove all signs at the termination of this
Lease Agreement. Such installments and removals shall be made in such manner as
to avoid injury, defacement or overloading the buildings and other improvements.
Any damage caused by removal, installation or maintenance of such sign(s) shall
be cured by Tenant, to Lessor's satisfaction, at Tenant's own expense.

         10. ASSIGNMENT OR SUBLETTING. Tenant shall not assign this Lease
Agreement or any interest herein, or sublet the Leased Premises or any part
thereof or any right or privilege appurtenant thereto, or allow any person other
than Tenant and his agents and employees to occupy or use the premises or any
part thereof, without first obtaining Lessor's prior written consent thereto,
said consent may not be unreasonably withheld by Lessor. Lessor's consent to one
assignment, sublease, or occupancy or use shall not act as consent to any
subsequent assignment or sublease, or to any occupancy or use by another person.
Any unauthorized assignment or sublease shall be void, and shall terminate this
Lease Agreement at Lessor's option.

         A. TENANT'S ADDRESS FOR NOTICE:   Bob Howard Automall
                                           P.O. Box 14508
                                           Oklahoma City, Oklahoma 73113


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         B. LESSOR'S ADDRESS FOR NOTICE:   P. Mark Moore
                                           North Broadway Real Estate L.L.C.
                                           3600 West Main, Suite 150
                                           Norman, Oklahoma 73072

         11. TRADE FIXTURES AND BUSINESS EQUIPMENT. Tenant accepts the Leased
Premises in the condition existing at the time of execution of this Lease
Agreement. All alterations, additions, and repairs to be made to the premises,
including the installation of fixtures and equipment necessary for the operation
of Tenant's business in the premises, shall be made at the expense of Tenant. On
the expiration of this Lease Agreement or on the expiration of any extension,
renewal or sooner termination thereof, Tenant may remove all or part of such
fixtures, business equipment, or other improvements and personal property placed
in, on or about the Leased Premises by Tenant, but Tenant shall not be required
to remove such fixtures and improvements or any part thereof unless it elects to
do so. Such removal shall be done without compromising the structural or
aesthetic integrity of the Lease Premises. Should such removal causes damage to
the Lease Premises, Tenant agrees to make immediate repairs, at its own expense,
to said Premises to Lessor's approval.

         12. INDEMNITY AND INSURANCE. Tenant shall indemnify and hold harmless
Lessor and Lessor's agents and employees from and against any and all claims or
liabilities, proceedings, damages or litigation arising from or in connection
with (i) the conduct of any business therein, or any work or thing whatsoever
done, or any condition created in or about the Premises during the Term or
during the period of time, if any, prior to the Commencement Date that Tenant or
its contractor(s) may have been given access to the Premises; (ii) any act or
omission of Tenant, Tenant's agents or any subtenants or licensees or their
partners, officers, agents, employees or contractors; (iii) any accident, injury
or damage whatsoever (unless caused solely by Lessor's negligence) occurring in,
at or upon the Premises; and (iv) any breach or default by Tenant in the full
and prompt payment and performance of Tenant's obligations under this Lease;
together with all costs, expenses and liabilities incurred in or in connection
with each such claim or action or proceeding brought thereon, including, without
limitation, all attorneys' fees and expenses. In case any action or proceeding
be brought against Lessor or Lessor's agents by reason of any such claim,
Tenant, upon notice from Lessor, shall resist and defend such action or
proceeding (by counsel reasonably satisfactory to Lessor).

         13. QUIET ENJOYMENT. Tenant, on payment of the Rent herein provided and
observance of the covenants, agreements and conditions herein required of
Tenant, shall peaceably and quietly hold and enjoy the Premises for the term of
this Lease and any extensions and renewals thereof, subject to the terms of this
Lease.


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         14. DAMAGE OR DESTRUCTION. If the Premises are damaged or destroyed
without the gross negligence or willful misconduct of Tenant, its agents,
employees, by fire or other casualty: (a) if such damage results in the Premises
being unusable for Tenant's purposes, Tenant may elect to terminate this Lease
within ten (10) days upon written notice to Lessor; and (b) Lessor may either
elect to terminate this Lease within ten (10) days upon written notice to
Tenant, or elect to restore such damage or destruction. If Lessor elects to
restore such damage or destruction, Tenant shall be entitled to a proportionate
reduction of Rent based upon the extent to which the making of such repairs
interferes with the business carried on by Tenant in the Premises. If Tenant or
Lessor give such termination notice as aforementioned, this Lease shall expire
and all interest of the Tenant in the Premises shall terminate and Tenant shall
vacate the Premises on the date specified in such notice and the Rent (reduced
by any proportionate reduction based upon the extent, if any, to which the
damage interfered with the business carried on by Tenant in the Premises) shall
be paid up to the date of such termination. Lessor's rights and remedies against
Tenant under this Lease prior to such termination shall survive such
termination. Lessor shall refund to Tenant any Rent theretofore paid for any
period of time after such termination date. If Lessor repairs or restores the
damage, Lessor shall not be required under any circumstances to repair any
injury, damage or destruction by fire or other cause to, or to make any repairs
or replacements of, any paneling, decorations, railings, floor coverings, office
fixtures, furnishings and equipment or any other property installed in the
Premises by Tenant. All destruction or damage to the Premises and other portions
of the Building, caused by Tenant, its agent or employees, shall be restored or
repaired by Lessor at the expense of Tenant; provided such restoration or repair
by Lessor shall not limit any rights or remedies otherwise available to Lessor
as a result of the occurrence of the event resulting in such damage or
destruction. Tenant's payment obligation hereunder shall be regarded as Rent. No
compensation, claim or diminution of Rent will be allowed to Tenant or paid by
Lessor by reason of inconvenience, annoyance or injury to business arising from
the necessity of repairing or restoring the Premises or any portion of the
Building, except to the extent abatement of Rent is provided for above.

         15. HOLDING OVER. If Tenant holds over after termination or expiration
of this Lease, Tenant will pay, as liquidated damages, Rent in an amount equal
to 150% of the Rent in effect immediately prior to such holdover, for the entire
holdover period, together with all attorneys' fees and expenses incurred by
Lessor in enforcing its rights under this Lease. During the period of holding
over, Tenant shall comply with all provisions of this Lease. No holding over by
Tenant after the termination or expiration of this Lease, with or without the
consent or acquiescence of Lessor, shall operate to extend this Lease for a
longer period than one month, and holding over with the consent of Lessor shall
thereafter constitute this Lease as a lease from month to month. The provisions
of this paragraph shall not waive Lessor's right of


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reentry or any other right hereunder upon Tenant's remaining in possession of
the Premises following the expiration or termination hereof.

         16. BREACH, DEFAULT OF TENANT AND REMEDIES. It is agreed that Tenant
shall be in default if: (i) Tenant fails to pay the Rent, or any installments
thereof as aforesaid, at the time the same shall become due and payable, and
such failure shall continue for five (5) days after written notice thereof is
given to Tenant by Lessor; and/or (ii) Tenant violates, fails or neglects to
keep and perform any of the covenants, conditions and agreements, or rules and
regulations contained or referred to herein on the part of Tenant to be kept and
performed and such violation or failure shall continue for thirty (30) days
after written Notice thereof is given to Tenant by Lessor, unless Tenant is
taking reasonable steps to cure the default.

         In case of default of any covenant herein, or if Tenant abandons the
Leased Premises, Lessor may enforce the performance of this Lease Premises in
any manner provided by law, and this Lease Agreement may be forfeited at
Lessor's discretion, upon written notice as aforementioned; such notice to be
sent by Lessor by certified mail, return receipt requested, to Tenant; and upon
the expiration of such period (unless Tenant shall have completely removed or
cured said default) this Lease Agreement may, at Lessor's option, cease and come
to an end, as if that were the day originally fixed herein for the expiration of
the term hereof, and Lessor's agent or attorney shall have the right, without
further notice or demand, to re-enter and remove all persons and Tenant's
property therefrom without being deemed guilty of any manner of trespass,
without prejudice to any remedies for arrears of rent or breach of covenant; or,
Lessor's agent or attorney may resume possession of the Leased Premises and
re-let the same for the remainder of the term at a reasonable rental rate which
said agent or attorney may obtain for the account of tenant, who shall make good
any deficiency. If, on account of breach or default by Tenant or any of Tenant's
obligations hereunder, it shall become necessary for Lessor to employ an
attorney to enforce or defend any of Lessor's rights or remedies hereunder, then
in any such event, any reasonable amount incurred by Lessor as attorney's fees
shall be paid by Tenant. Failure of Lessor to insist on any of the covenants or
conditions of this Lease Agreement shall not operate as a waiver of any future
breach by Tenant of any of said covenants or conditions.

         17. COVENANTS AND WARRANTIES.

             A. TENANT'S COVENANTS AND WARRANTIES. Tenant will not commit waste
         or permit waste to be committed on or in the Premises or Property, and
         Tenant's conduct and activities within the Premises shall comply with
         applicable zoning and other municipal regulations. Tenant will repair,
         at Tenant's cost, any damage, injury or breakage done by Tenant, its
         agents and employees, including,


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         but not limited to, damage done to the Property or Premises by Tenant's
         equipment and installations. Tenant shall not paint, inscribe or affix
         any sign or advertisement on the outside of the Building or the
         Premises, except as approved in writing by Lessor. Tenant, at Tenant's
         expense, shall promptly comply with all laws, ordinances, decrees,
         orders, statutes and regulations of all governmental authorities and of
         all requirements of insurance carriers applicable to the Premises or to
         Tenant's use thereof at its own expense. Tenant further agrees not to
         keep or permit therein any gasoline, distillate, any other combustible
         petroleum product, or any material constituting a hazardous material
         under applicable local, state or federal laws, rules, regulations,
         orders or decrees, without first obtaining the written consent of
         Lessor.

             B. LESSOR'S COVENANTS AND WARRANTIES. Lessor warrants and
         represents that to the best of Lessor's knowledge;


         I.  No part of the Lease Premises, including the walls, ceilings,
             structural steel, flooring, pipes or boilers, is wrapped,
             insulated, fireproofed or surfaced with any asbestos- containing
             materials.

        II.  Lessor warrants that neither Lessor, nor to Lessor's knowledge, has
             any third party used, generated, managed, treated or disposed of
             any regulated or environmentally hazardous substance to or from the
             Premises.

        III. Lessor warrants that it has no knowledge of the presence of any
             regulated or environmentally hazardous substances in, on or within
             reasonable proximity to the Premises, nor of any existing
             violations of any laws, rules, regulations or ordinances, including
             without limitation, any environmental laws against or upon the
             Premises.

         IV. There is no action, suit, proceeding, or investigation pending or
             threatened against the Lessor or the Leased Premises which, if
             successful, would impair the interest of the Tenant under this
             Lease, or the ability of Tenant to operate an automobile dealership
             from the Leased Premises.

         V.  There are no outstanding options, justify contracts, leases, or
             other agreements of any kind or nature, written or oral, whereby
             any person is or shall be entitle possessory interest in the Leased
             Premises.


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         VI. The Leased Premises are zoned by the governmental entities having
             jurisdiction for the operation of an automobile dealership sales
             and service facility.

        VII. The building and improvements of the Leased Premises, including
             the foundation, exterior walls, roof, parking lot, roadways, and
             sidewalks are in sound structural condition.

       VIII. All streets and roadways necessary for free and unrestricted
             access to and from the Leased Premises have been completed,
             dedicated, and accepted for maintenance and public use by the
             appropriate governmental authorities.

         IX. There is no fact known to Lessor which may adversely affect or
             which solely by reason of passage of time, will adversely affect
             the ability of the Tenant to operate an automobile dealership from
             the Leased Premises.

         18. NOTICES. All notices to be given by one party to the other party
under the Lease shall be given in writing, mailed or delivered to other party at
the address shown on the Schedule on the first page of this Lease. Mailed
notices shall be sent postage prepaid by United States Certified Mail, Return
Receipt Requested, or Registered Mail. Notice by facsimile is allowed if the
sending party has evidence that the Notice was received by the other party.

         19. SUBORDINATION. Tenant agrees that this Lease shall be subordinate
to any mortgages that are now, or hereafter placed upon the Premises and to any
and all advances to be made thereunder, and to the interest thereon, and all
renewals, replacements and extensions thereof, provided that the mortgagees
named in said mortgages shall agree to recognize the interest of Tenant under
this Lease in the event of foreclosure, if Tenant is not then in default. Tenant
agrees that upon the request of Lessor, or any mortgagee, Tenant shall execute
whatever instruments may be required to carry out the intent of this paragraph.

         20. CONDEMNATION AND SEIZURE. If any part of the Premises, Building or
Property is seized or condemned by any governmental authority or acquired for
any public or quasi-public use or purpose, or the Property is so seized,
condemned or acquired to such an extent that Lessor elects not to restore the
Property and, as a result thereof, Tenant's use and enjoyment of the Premises
are materially impaired, the term of this Lease or any renewals or extensions
thereof shall end upon the date when possession is required for such use or
purpose. Notwithstanding anything herein to the contrary, Tenant may claim and
recover an award for Tenant's moving expenses, business dislocation damages,
Tenant's personal property and


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fixtures, the unamortized cost of leasehold improvements paid for by Tenant, and
any other award that would not reduce the award payable to Lessor.

         21. ATTORNMENT. If any person or entity shall succeed to all or part of
Lessor's interest in the Property, whether by purchase, foreclosure, deed in
lieu of foreclosure, or otherwise, and, if so requested or required by such
successor-in-interest, Tenant shall attorn to such successor-in-interest and
shall execute such agreement and confirmation of such attornment as such
successor-in-interest shall reasonably request.

         22. TRANSFER BY LESSOR. Lessor may and shall have the right to
transfer, mortgage, assign, pledge and convey, in whole or in part, the
Property, this Lease, all rights (existing and to exist). Upon assignment of the
Lease by Lessor, Lessor shall be relieved automatically of any liability or
responsibility under this Lease and to Tenant for all periods after the time and
date of such assignment.

         23. INTEGRATION, AMENDMENT AND WAIVER. It is agreed by Tenant, as a
material consideration for the execution of this Lease, that there are and were
no verbal representations, understandings, stipulations, agreements or promises
pertaining to this Lease not incorporated in writing herein, so that this Lease
contains the entire understanding of the parties on the subject matter hereof.
This Lease shall not be altered, waived, amended or extended otherwise than as
provided herein, except in a writing signed by both parties. No waiver of any
breach of any covenant, condition or agreement herein contained, on one or more
occasion, shall operate as waiver of the covenant, condition or agreement
itself, or of any subsequent breach thereof. No provision of this Lease shall be
deemed to have been waived by Lessor unless such waiver shall be in writing
signed by Lessor.

         24. SEVERABILITY. If any provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this
Lease or any renewal or extension thereof, it is the intention of Lessor and
Tenant that the remainder of this Lease shall not be affected thereby and that
in lieu of each provision of this Lease that is illegal, invalid or
unenforceable, there be added as a part of this Lease a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible and
legal, valid and enforceable.

         25. COMPUTATION OF DAYS. Any reference in this Lease to a number of
days is intended to refer to actual calendar days, inclusive of weekends and
holidays.

         26. CAPTIONS. The captions used in this Lease are for convenience and
reference only and shall not be held to explain, modify, amplify, or aid in the
interpretation or construction of any provisions of this Lease.

         27. ADDITIONAL PROVISIONS. The provisions set out in any Exhibits
attached hereto are incorporated by reference and made a part hereof to the same
effect


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 as if herein set out. If any provision or provisions set out in said
Exhibits are in conflict with any other provisions of this Lease, the provision
or provisions set out in said Exhibits shall be controlling.

         28. ATTORNEYS' FEES. If either party must resort to judicial
enforcement, including the filing of a petition, of this Lease, then the
prevailing party in any such litigation or judicial proceeding instituted with
regard to this Lease shall be entitled to reasonable attorneys' fees and costs.

         29. GOVERNING LAW. This Agreement will by governed by, construed and
enforced in accordance with the laws of the state of Oklahoma. In the event of
litigation, the parties agree that jurisdiction will be vested in the District
Court of Oklahoma County, Oklahoma.

         30. AMENDMENT. This Agreement may not be amended by any oral agreement
or understanding but only by an amendment in writing executed by the parties
hereto.

         31. EXHIBITS. The Exhibit attached hereto or included herein is made a
part hereof for all purposes. As used herein, the expressed "this Lease
Agreement" means the body of this Agreement and such Exhibit; and the
expressions "herein, hereof, enclosed and hereunder" and other words of similar
import refer to this Lease Agreement and such exhibits as a whole and not any
particular part or subdivision thereof.

         IN WITNESS WHEREOF, Lessor and Tenant have hereunto set their hands the
date first above written, which Lease Agreement shall be binding on the parties,
their respective heirs, legal representatives, successors and assigns.

                                    "LESSOR":

                                    NORTH BROADWAY REAL ESTATE LIMITED
                                    LIABILITY COMPANY

                                    BY:  MTV INVESTMENTS LIMITED PARTNERSHIP
                                    BY:  MTV ASSOCIATES INC., GENERAL PARTNER


                                    By: /s/ Curtis L. Hayes
                                        -----------------------
                                        CURTIS L. HAYES,
                                        SECRETARY/TREASURER


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<PAGE>

                                    "TENANT":

                                    HOWARD PONTIAC-GMC, INC.


                                    By: /s/ Cliff Buster
                                        --------------------------------
                                        Cliff Buster, VICE PRESIDENT

                                    Attest:

                                        /s/Beth Sibley
                                        -----------------------------------
                                        _______________, SECRETARY

STATE OF OKLAHOMA       )
                        ) ss:
COUNTY OF CLEVELAND     )

         Before me, the undersigned, a Notary Public in and for said County and
State, on this ____ day of _____________, 2002, personally appeared CURTIS L.
HAYES, to me known to be the identical person who executed the within and
foregoing instrument and acknowledged to me that he executed the same as his
free and voluntary act and deed, all for the uses and purposed therein set
forth.

                                        --------------------------------------
                                        Notary Public, State of Oklahoma

My Commission Expires:

--------------------



STATE OF TEXAS          )
                        ) ss:
COUNTY OF HARRIS        )

         Before me, the undersigned, a Notary Public in and for said County and
State, on this 1st day of April, 2002, personally appeared Cliff Buster, Vice
President of Howard Pontiac-GMC, Inc., an Oklahoma Corporation, to me known to
be the identical person who subscribed the name of the corporation to the
foregoing instrument as its Vice President and acknowledged to me that he
executed the same as his free and voluntary act and deed in his official
capacity for such corporation, all for the uses and purposed therein set forth.


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                                        /s/ Beth Sibley
                                        ---------------------------------------
                                        Notary Public, State of Oklahoma

My Commission Expires:

01-04-04


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