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     NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-
                          COMMERCIAL CONTRACT OF SALE


IN CONSIDERATION of the mutual terms, provisions, covenants and agreements 
contained in this Contract (the "Contract"), the parties hereto agree as 
follows. [CHECK ALL BOXES APPLICABLE TO THIS CONTRACT. BOXES NOT CHECKED DO 
NOT APPLY TO THIS CONTRACT.]

1.  PARTIES.  Haggar Clothing Company (the "Seller") shall sell and convey to 
Fred's Foreign Car Service, Inc. (the "Purchaser") and Purchaser shall buy 
and pay for the Property (defined below).

2.  PROPERTY.  Being an approximate 23,562 square foot building situated on 
approximately 1.5424 acres with an address of 5915 Peeler Street in the City 
of Dallas, Dallas County, Texas, further described as: being Lot 6 of Block 
5716, as recorded in Volume 82026/1922 or as described in EXHIBIT A, 
SURVEY/LEGAL DESCRIPTION, and/or shown on EXHIBIT B, SITE PLAN, together 
with, all and singular, all improvements thereon and all rights and 
appurtenances pertaining thereto, including any right, title and interest of 
Seller in and to adjacent streets, alleys and rights-of-way. Such real 
estate, improvements, rights and appurtenances are collectively referred to 
herein as the "Property."

/ / The Property also includes fixtures and articles of personal property 
listed and described in ADDENDUM A, PERSONAL PROPERTY.

3.  PURCHASE PRICE.  The purchase price for the Property is $275,000.00 (the 
"Purchase Price"), payable as follows:

/ / A. The Purchase Price shall be adjusted up or down based upon the [STRIKE 
ONE] NET / GROSS land area of the Property determined by the Survey. The 
applicable land area shall be multiplied by $_______ per square foot and the 
product thereof shall become the Purchase Price at Closing.

/X/ B. Cash payable at Closing: $275,000.00.

/ / C. The balance of the Purchase Price shall be payable according to the 
provisions in ADDENDUM B, FINANCING.

4.  EARNEST MONEY.

    A.  EARNEST MONEY DEPOSIT. Within two business days after the Effective 
Date of this Contract, Purchaser shall deposit earnest money in the form of a 
certified or cashier's check in the amount of $5,000.00 (the "Earnest Money") 
payable to American Title Company, Attention: Tim Hardin (the "Title 
Company"), in its capacity as escrow agent, to be held in escrow pursuant to 
the terms of this Contract. Seller's acceptance of this Contract is expressly 
conditioned upon Purchaser's timely deposit of the Earnest Money with the 
Title Company. If Purchaser fails to timely deposit the Earnest Money, Seller 
may, at Seller's option, terminate this Contract by delivering a written 
termination notice to Purchaser. Notwithstanding anything herein to the 
contrary, a portion of the Earnest Money in the amount of $100.00 shall be 
non-refundable and shall be distributed to Seller at Closing or other 
termination of this Contract as full payment and independent consideration 
for Seller's performance under this Contract. If this Contract is properly 
terminated by Purchaser pursuant to a right of termination granted to 
Purchaser by any provision of this Contract, or any attached Addenda, the 
Earnest Money, less the non-refundable portion, shall be promptly refunded to 
Purchaser, and the parties shall have no further rights or obligations under 
this Contract (except for those which may expressly survive the termination). 
The Earnest Money /X/ SHALL  / / SHALL NOT be placed in an interest-bearing 
account by the Title Company, and any interest earned thereon shall become a 
part of the Earnest Money. At Closing the Earnest Money shall be applied to 
the Purchase Price.

    B.  ESCROW.  The Earnest Money is deposited with the Title Company with 
the understanding that the Title Company (1) is not responsible for the 
performance or non-performance of any party to this Contract, and (2) is not 
liable for interest on the funds held unless required in Paragraph 4.A. The 
Title Company shall deposit the Earnest Money in one or more fully insured 
accounts in one or more Federally insured banking or savings institutions. If 
both parties make demand for the payment of the Earnest Money, the Title 
Company has the right to require from all parties and Broker(s) a written 
release of liability of the Title Company which authorizes the disbursement 
of the Earnest Money. If only one party makes demand for payment of the 
refundable portion of the Earnest Money, the Title Company shall give notice 
to the other party of the demand. The Title Company is authorized and 
directed to honor the demand unless the other party delivers a written 
objection to the Title Company within ten (10) days after the Title Company's 
notice to that party.

5.  SURVEY AND TITLE DOCUMENTS.

    A.  SURVEY.  As soon as reasonably possible, and in any event within 
twenty (20) days after the Effective Date, Seller shall, at Seller's expense, 
deliver or cause to be delivered to Purchaser a copy of a current or updated 
on-the-ground perimeter survey (the "Survey") of the Property prepared by a 
Registered Professional Land Surveyor reasonably acceptable to the Purchaser. 
The Survey shall show the location and size of all of the following on or 
adjacent to the Property, if any:
    buildings, building lines, improvements, streets, pavements, easements, 
    rights-of-way, protrusions, encroachments, fences, 100-year flood plain, 
    apparent public utilities, and recording information of easements.
The Survey shall show the gross land area and the Net Land Area. The Survey 
shall be in a form and of a date acceptable to Purchaser and to the Title 
Company, and in acceptable form in order to allow the Title Company to delete 
the survey exception (except as to "shortages in area") from the Title 
Policy. The term "NET LAND AREA" means the gross land area of the Property 
less the land area included in utility easements, drainage easements, 
ingress/egress easements, rights-of-way, 100-year flood plain and 
encroachments on or across the Property. The area within the 100-year flood 
plain shall be as defined by the Federal Emergency Management Agency or other 
applicable governmental authority. If the transaction described in this 
Contract does not close through no fault of Seller or except as provided in 
Paragraph 16.C, in addition to the other rights of Seller, Purchaser shall 
pay for the Survey on demand. At Closing, the metes and bounds description of 
the Property reflected in the Survey shall be used in the warranty deed and 
any other documents requiring a legal description of the Property.

    B.  TITLE COMMITMENT.  As soon as reasonably possible, and in any event 
within twenty (20) days after the Effective Date, Seller shall, at Seller's 
expense, deliver or cause to be delivered to Purchaser (1) a title commitment 
(the "Title Commitment") covering the Property binding the Title Company to 
issue a Texas Owner Policy of Title Insurance (the "Title Policy") on the 
standard form prescribed by the Texas State Board of Insurance at the 
Closing, in the full amount of the Purchase Price, insuring Purchaser's fee 
simple title to the Property to be good and indefeasible, subject only to the 
Permitted Exceptions as defined below, and (2) the following documents 
(collectively, the "Title Documents") (a) true and legible copies of all 
recorded instruments affecting the Property and recited as exceptions in the 
Title Commitment, (b) a current tax certificate, and (c) written notices as 
required in Paragraph 5.C.

    C.  SPECIAL ASSESSMENT DISTRICTS.  If the Property is situated within a 
utility district or flood control district subject to the provisions of 
Section 50.301, Texas Water Code, then Seller shall give to Purchase as part 
of the Title Documents the required written notice and Purchaser agrees to 
acknowledge receipt of the notice in writing. The notice must set forth the 
current tax rate, the current bonded indebtedness and the authorized 
indebtedness of the district, and must comply with all other applicable 
requirements of the Texas Water Code. If the Property is subject to mandatory 
membership in a property owner's association, Seller shall notify Purchaser 
of the current annual budget of the property owners' association, and the 
current authorized fees, dues and/or assessments relating to the Property.

    D.  ABSTRACT.  At the time of the execution of this Contract, Purchaser 
acknowledges that the Broker(s) (defined below) have advised and hereby 
advise Purchaser, by this writing, that Purchaser should have the abstract 
covering the Property examined by an attorney of Purchaser's own selection or 
that Purchaser should be furnished with or obtain a policy of title insurance.


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6.  REVIEW OF TITLE DOCUMENTS.

    A.  REVIEW PERIOD.  Purchaser shall have ten (10) days (the "Review 
Period") after Purchaser's receipt of the last of (i) the Survey, (ii) the 
Title Commitment, (iii) the Title Documents, and (iv) all other documents 
required to be furnished by Seller as identified on ADDENDUM A, PERSONAL 
PROPERTY, and/or on ADDENDUM C, INSPECTION, to review them. If Purchaser has 
any objections to the Survey, Title Commitment or Title Documents, Purchaser 
may deliver the objections to Seller in writing within the Review Period. Any 
item to which Purchaser does not object shall be deemed a "Permitted 
Exception." Items that the Title Company identifies as to be released at 
closing will be deemed objections by Purchaser. Purchaser's failure to object 
within the time provided shall be a waiver of the right to object. If there 
are objections by Purchaser, or a third party lender, Seller shall make a 
good faith attempt to satisfy the objections within ten (10) days after 
receipt of Purchaser's objections (the "Cure Period"), but Seller is not 
required to incur any cost to do so. Zoning ordinances and the lien for 
current taxes are deemed to be Permitted Exceptions.

    B.  CURE PERIOD.  If Seller cannot satisfy the objection within the Cure 
Period, Seller shall deliver a written notice to Purchaser, prior to 
expiration of the Cure Period, stating whether Seller is committed to cure 
the objections at or before Closing. If Seller does not timely deliver the 
written notice, or does not commit in the written notice to fully cure all of 
the objections at or before Closing, then Purchaser may terminate this 
Contract by delivering a written notice to Seller on or before the earlier to 
occur of: (i) the date which is seven (7) days after the expiration of the 
Cure Period; or (ii) the scheduled Closing Date. If Purchaser properly and 
timely terminates this Contract, the refundable portion of the Earnest Money 
shall be immediately returned to Purchaser and thereafter neither party shall 
have any rights or obligations under this Contract (except for those which 
may expressly survive the termination of this Contract). If Purchaser does 
not properly and timely terminate this Contract, the Purchaser shall be 
deemed to have waived any uncured objections and must accept such title as 
Seller is able to convey as of Closing.

7.  SELLER'S WARRANTIES AND REPRESENTATIONS.

    A.  STATEMENTS.  Seller represents and warrants to Purchaser to the best 
of Seller's knowledge as follows:

    (1)  TITLE.  At the Closing, Seller will have the right to, and will, 
convey to Purchaser good and indefeasible fee simple title to the Property 
free and clear of any and all liens, assessments, unrecorded easements, 
security interests and other encumbrances except the Permitted Exceptions. 
Delivery of the Title Policy pursuant to Paragraph 12 below will be deemed to 
satisfy the obligation of Seller as to the sufficiency of title required 
under this Contract. However, delivery of the Title Policy will not release 
Seller from the warranties of title set forth in the warranty deed.

    (2)  LEASES.  There are no parties in possession of any portion of the 
Property as lessees, tenants at sufferance or trespassers except for Davis 
Material handling.

    (3)  NEGATIVE COVENANTS.  Seller shall not further encumber the Property 
or allow an encumbrance upon the title to the Property, or modify the terms 
or conditions of any existing leases, contracts or encumbrances, if any, 
without the written consent of Purchaser.

    (4)  LIENS AND DEBTS.  There are no mechanic's liens, Uniform Commercial 
Code liens or unrecorded liens against the Property, and Seller shall not 
allow any such lines to attach to the Property prior to Closing, which will 
not be satisfied out of the Closing proceeds. All obligations of Seller 
arising from the ownership and operation of the Property and any business 
operated on the Property, including, but not limited to, taxes, leasing 
commissions, salaries, contracts, and similar agreements, have been paid or 
will be paid prior to Closing. Except for obligations for which provisions 
are made in this Contract for prorating at Closing and any indebtedness taken 
subject to or assumed, there will be no obligations of Seller with respect to 
the Property outstanding as of Closing.

    (5)  LITIGATION. There is no pending or threatened litigation, 
condemnation, or assessment affecting the Property. Seller shall promptly 
advise Purchase of any litigation, condemnation or assessment affecting the 
Property which is instituted after the Effective Date.

    (6)  OPERATION OF THE PROPERTY.  After the Effective Date until the 
Closing Date, Seller shall (a) operate the Property in the same manner as the 
Property has been operated, and (b) maintain the Property in the same 
condition and in the same manner as existed on the Effective Date, except for 
ordinary wear and tear and any casualty loss.

    B.   SURVIVAL.  It is specifically acknowledged and agreed that 
representations and warranties made by Seller as set forth in this Contract, 
other than the special warranty as to title of the Property, shall survive 
the inspection or investigation made by or on behalf of Purchaser and the 
passage of title from the Seller to Purchaser at Closing for a period of one 
year after Closing and shall not be merged into or waived by the instruments 
executed at Closing. Additionally, all agreements and indemnities of Seller 
and Purchaser set forth in this Contract shall, to the extent not consummated 
at Closing, survive the Closing of the transaction contemplated by this 
Contract.


-C- Copyright 1995 NTCAR form 01 (1/95)                                   Page 2

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9.   INSPECTION. [CHECK ONE]

/X/  A.   INSPECTION DESIRED.  Purchaser desires to inspect the Property and 
Seller grants to Purchaser the right to inspect the Property as described in 
ADDENDUM C. INSPECTION.

/ /  INSPECTION NOT NECESSARY.  Purchaser acknowledges that Purchaser has 
inspected the Property, including all buildings and improvements thereon, and 
is thoroughly familiar with their condition, and Purchaser hereby accepts the 
Property in its present condition, with such changes as may hereafter be 
caused by normal wear and tear prior to Closing, but without waiving 
Purchaser's rights by virtue of Seller's representations and warranties 
expressed in this Contract.

10.  CASUALTY LOSS.  All risk of loss to the Property shall remain upon Seller
prior to the Closing. If, prior to the Closing, the Property is damaged or 
destroyed by fire or other casualty, to a Material Extent (defined below), 
Purchaser may either terminate this Contract by delivering a written 
termination notice to Seller within ten days after the damage occurs, or 
elect to close. If, prior to the Closing, the Property is damaged by fire or 
other casualty to less than a Material Extent, the parties shall proceed to 
Closing as provided herein.  If the transaction is to proceed to Closing, 
despite any damage or destruction, there shall be no reduction in the 
Purchase Price and Seller shall, at Seller's option: (i) fully repair the 
damage prior to Closing, at Seller's expense; (ii) reimburse Purchaser for 
the entire cost of repairing the Property by allowing Purchaser to deduct the 
cost from the cash payable to Seller at the Closing; or (iii) assign to 
Purchaser all of Seller's right and interest in any insurance proceeds 
resulting from the damage or destruction, plus an amount equal to any 
insurance deductible.  The term "Material Extent" means damage or destruction 
if the cost of repairing and fully restoring the Property to its previous 
condition exceeds ten percent (10%) of the Purchase Price. If the extent of 
damage or the amount of insurance proceeds to be made available is not able to 
be determined prior to the Closing Date, or the repairs are not able to be 
completed prior to the Closing Date, either party may postpone the Closing 
Date by delivering a written notice to the other party specifying an extended 
Closing Date which is not more than thirty (30) days after the previously 
scheduled Closing Date.

11.  ASSIGNMENT. [CHECK ONLY ONE]

/ /  A.  ASSIGNMENT PROHIBITED.  Purchaser may not assign this Contract 
without Seller's prior written consent.

/ /  B.  ASSIGNMENT PERMITTED.  Purchaser may assign this Contract provided 
the assignee assumes in writing all obligations and liabilities of Purchaser 
under this Contract, in which event Purchaser shall be relieved of any further 
liability hereunder.

/X/  C.  LIMITED ASSIGNMENT.  Purchaser may assign this Contract only to a 
related party, defined as (i) an entity in which Purchaser is an owner, 
partner or corporate officer, or (ii) a member of the immediate family of the 
Purchaser.  Purchaser shall remain liable under this Contract after any 
assignment to a related party.

12.  CLOSING.

     A.   CLOSING DATE.  The closing of the transaction described in this 
Contract (the "Closing") shall be held at 10:00 a.m. on the later of 
[CHECK ONE]: / / ______  days after the Effective Date; or / / ______ days 
after the expiration of the Review Period or Inspection Period (whichever is 
later); or /X/ on April 8, 1996 (the "Closing Date") at the offices of the 
Title Company at its address stated below.  However, if any objections which 
were properly and timely made by Purchaser pursuant to this Contract have not 
been cured on the scheduled Closing Date, then either party may postpone the 
date of the Closing by delivering a written notice to the other party 
specifying an extended Closing Date which is not more than thirty (30) days 
after the previously scheduled Closing Date.

     B.   SELLER'S CLOSING DOCUMENTS.  At the Closing, Seller shall deliver 
to Purchaser at Seller's expense:
          (1)  A duly executed [CHECK ONE] / /  GENERAL WARRANTY DEED /X/ 
SPECIAL WARRANTY DEED (with Vendor's Lien retained if not a cash purchase) 
conveying the Property in fee simple according to the legal description 
prepared by the surveyor as shown on the Survey, subject only to the 
Permitted Exceptions;
          (2)  The Title Policy issued by the underwriter for the Title 
Company pursuant to the Title Commitment, subject only to the Permitted 
Exceptions, in the full amount of the Purchase Price, dated as of the date of 
the Closing, and (at an additional premium cost) [CHECK IF APPLICABLE] / / 
with the survey exception deleted except as to "shortages in area;"
          (3)  A Bill of Sale conveying the personal property identified in 
Addendum A, PERSONAL PROPERTY, free and clear of liens, security interests 
and encumbrances, subject only to the Permitted Exceptions (to the extent 
applicable);
          (4)  Possession of the Property, subject to valid existing leases 
and other applicable Permitted Exceptions;
          (5)  A duly executed assignment of all leases;
          (6)  A current rent roll certified by Seller to be complete and 
accurate;
          (7)  Evidence of Seller's authority and capacity to close this 
transaction;
          (8)  All other documents reasonably required by the Title Company 
to close this transaction.

     C.   PURCHASER'S CLOSING DOCUMENTS.  At the Closing. Purchaser shall 
deliver to Seller at Purchaser's expense:
          (1)  The cash portion of the Purchase Price, with the Earnest Money 
being applied thereto;
          (2)  The Note and the Deed of Trust, if any;
          (3)  An Assumption Agreement in recordable form agreeing to pay all 
commissions payable under any lease of the Property;
          (4)  Evidence of Purchaser's authority and capacity to close this 
transaction;
          (5)  All other documents reasonably required by the Title Company 
to close this transaction.

     D.   CLOSING COSTS.  Each party shall pay its share of the closing costs 
which are customarily paid by a Seller or Purchaser in a transaction of this 
character in the county where the Property is located, or as otherwise agreed.

     E.   PRORATIONS.  Rents, lease commissions, interest, insurance 
premiums, maintenance expenses, operating expenses, and ad valorem taxes for 
the year of Closing shall be prorated at the Closing effective as of the date 
of Closing. Any security deposits held by Seller shall be delivered to 
Purchaser at the Closing.  If the Closing occurs before the tax rate is 
fixed for the year of Closing, the apportionment of the taxes shall be upon 
the basis of the tax rate for the preceding year applied to the latest 
assessed valuation, but any difference between estimated taxes for the year 
of Closing the actual taxes paid by Purchaser shall be adjusted equitably 
between the parties upon proof of payment of the taxes by Purchaser.  This 
provision shall survive the Closing.

     F.   LOAN ASSUMPTION.  If Purchaser assumes an existing mortgage loan at 
Closing, Purchaser shall pay (1) to the lender, any assumption fee charged by 
the lender; and (2) to Seller, a sum equal to the amount of any reserve 
accounts held by the lender for the payment of taxes and/or insurance. 
Purchaser shall execute, at the option and expense of Seller, a Deed of Trust 
to Secure Assumption.  If consent to the assumption is required by the 
lender, Seller shall obtain the lender's consent in writing and deliver the 
consent to Purchaser at Closing.  If Seller does not obtain the lender's 
written consent (if required) and deliver it to Purchaser at or before 
Closing, Purchaser may terminate this Contract by delivering a written 
termination notice to Seller whereupon the refundable portion of the Earnest 
Money will be promptly refunded to Purchaser and the parties shall have no 
further rights or obligations under this Contract (except for those which may 
expressly survive the termination of this Contract).

     G.   ROLLBACK TAXES.  If a change in use of the Property or denial of a 
special use valuation on the Property claimed by Seller results in the 
assessment after Closing of additional taxes for periods of Seller's ownership, 
the additional taxes plus any penalties and interest shall be paid by 
Purchaser.  This obligation shall survive the Closing.

     H.   FOREIGN PERSON NOTIFICATION.  If Seller is a Foreign Person, as 
defined by the U.S. Internal Revenue Code, or if Seller fails to deliver to 
Purchaser a non-foreign affidavit pursuant to Section 1445 of the Internal 
Revenue Code, then Purchaser may withhold from the sales proceeds an amount 
sufficient to comply with applicable tax law and deliver the withheld 
proceeds to the Internal Revenue Service, together with appropriate tax 
forms.  The required affidavit(s) from Seller(s) shall include (1) a 
statement that Seller is not a foreign person, (2) the U.S. taxpayer 
identification number(s) of Seller(s), and (3) other information required by 
Section 1445 of the Internal Revenue Code.

     -C- Copyright 1995 NTCAR form 01(1/95)                      Page 3

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13.  DEFAULT.

     A.   PURCHASER'S REMEDIES.  If Seller fails to close this Contract for 
any reason except Purchaser's default or the termination of this Contract 
pursuant to a right to terminate set forth in this Contract, Seller shall be 
in default and Purchaser may elect one of the following as Purchaser's sole 
remedy [CHECK ALL THAT MAY APPLY]:

/X/  (1)  Enforce specific performance of this Contract against Seller 
unless Seller is in default hereunder as a result of a warranty or 
representation of Seller being untrue or inaccurate in any material respect 
and Seller had no knowledge that such warranty or representation was untrue 
or inaccurate in which case, Purchaser's sole and exclusive remedy shall be 
to terminate this Contract by written notice delivered to Seller at or prior 
to the Closing;
/ /  (2)  Bring suit for damages against Seller;
/ /  (3)  Enforce specific performance of this Contract and/or bring suit for 
damages against Seller; or
/ /  (4)  Terminate and release Seller from this Contract and receive the 
refundable portion of the Earnest Money immediately. Seller's failure to 
satisfy Purchaser's objections under Paragraph 6 above shall not constitute a 
default by Seller.

B.   SELLER'S REMEDIES.  If Purchaser fails to close this Contract for any 
reason except Seller's default or the termination of this Contract pursuant 
to a right to terminate set forth in this Contract, Purchaser shall be in 
default and Seller may elect one of the following, as Seller's sole remedy 
[CHECK ALL THAT MAY APPLY]:
/ /  (1)  Enforce specific performance of this Contract;
/ /  (2)  Bring suit for damages against Purchaser;
/ /  (3)  Enforce specific performance of this Contract and/or bring suit for 
damages against Purchaser; or
/X/  (4)  Have the Earnest Money paid to Seller as liquidated damages for the 
Purchaser's breach of this Contract, thereby releasing Purchaser from this 
Contract.

14.  AGENCY DISCLOSURE.

     A.   AGENCY RELATIONSHIP.  The term "Broker(s)" refers to the Principal 
Broker and/or the Cooperating Broker, if applicable, as set forth on the 
signature page.  Each Broker has fiduciary duties only to the party(s) the 
Brokers represents as identified below.  If either Broker is representing 
both Seller and Purchaser, then such representation is a dual agency and the 
dual agency disclosure and consent provisions apply as set forth below.  
[EACH BROKER CHECK ONE ONLY].

          (1)  The Principal Broker is agent for: /X/ the Seller only; or / / 
the Purchaser only; or / / both Purchaser and Seller.

          (2)  The Cooperating Broker is agent for: / / the Seller only; or 
/ / the Purchaser only; or / / both Purchaser and Seller.

B.   OTHER BROKERS.  Each party to this Contract represents and warrants to 
the other party that such party has had no dealings with any person, firm, 
agent or finder in connection with the  negotiation of this Contract and/or 
the consummation of the purchase and sale contemplated herein, other than the 
Broker(s) named in this Contract, and no real estate broker, agent, attorney, 
person, firm or entity, other than the Broker(s) is entitled to any 
commission or finder's fee in connection with this transaction as the result 
of any dealings or acts of such party.  Each party hereby agrees to 
indemnify, defend, protect and hold the other party harmless from and against 
any costs, expenses or liability for compensation, commission, fee, or 
charges which may be claimed by any agent, finder or other similar party, 
other than the named Broker(s), by reason of any dealings or acts of the 
indemnifying party.

     C.   FEE SHARING.  Each party acknowledges that the Principal Broker 
may pay a portion (defined below) to the Cooperating Broker.  Payment of a 
portion of the Fee by the Principal Broker to the Cooperating Broker shall 
not alter the fiduciary relationship between the parties and the Brokers. 
Seller is liable for payment of the Fee to the Principal Broker only. The 
Cooperating Broker shall have no claims directly against Seller.

     D.   DUAL AGENCY.  If either of the Brokers has indicated in Section 
14.A above that Broker is representing both Purchaser and Seller, then 
Purchaser and Seller hereby consent to the dual agency, authorize the 
respective Broker(s) to represent more than one party to this transaction, 
and acknowledge that the source of any expected compensation to the 
Broker(s) will be the Seller, and the Broker(s) may also be paid a fee by 
Purchaser.  IF THE BROKER(S) ARE ACTING IN A DUAL AGENCY CAPACITY, BROKER(S) 
SHALL:

          (1)  NOT DISCLOSE TO PURCHASER THAT SELLER WILL ACCEPT A PRICE LESS 
THAN THE ASKING PRICE UNLESS OTHERWISE INSTRUCTED IN A SEPARATE WRITING BY 
SELLER;
          (2)  NOT DISCLOSE TO SELLER THAT PURCHASER WILL PAY A PRICE GREATER 
THAN THE PRICE SUBMITTED IN A WRITTEN OFFER TO THE SELLER UNLESS OTHERWISE 
INSTRUCTED IN A SEPARATE WRITING BY THE PURCHASER;
          (3)  NOT DISCLOSE ANY CONFIDENTIAL INFORMATION, OR ANY INFORMATION 
A PARTY SPECIFICALLY INSTRUCTS THE BROKER(S) IN WRITING NOT TO DISCLOSE, 
UNLESS OTHERWISE INSTRUCTED IN A SEPARATE WRITING BY THE RESPECTIVE PARTY OR 
REQUIRED TO DISCLOSE SUCH INFORMATION BY LAW;
          (4)  TREAT ALL PARTIES TO THE TRANSACTION HONESTLY AND IMPARTIALLY 
SO AS NOT TO FAVOR ONE PARTY OR WORK TO THE DISADVANTAGE OF ANY PARTY.

15.  PROFESSIONAL SERVICE FEE.

     The Fee shall be earned if, so and when the transaction contemplated 
by this Contract is closed and funded. 

     A.   PAYMENT OF FEE.  Seller agrees to pay the Principal Broker a 
professional service fee in cash (the "Fee") for procuring the Purchaser and 
for asisting in the negotiation of this Contract as follows: six percent (6%) 
of the purchase price.  The Fee shall be paid at the Closing of a sale of the 
Property by Seller pursuant to this Contract (as may be amended or assigned). 
The Title Company or other escrow agent is authorized and directed to pay the 
Fee to the Principal Broker out of the closing proceeds.

16.  MISCELLANEOUS PROVISIONS.

     A.   EFFECTIVE DATE.  The term "Effective Date" means the latter of the 
two dates on which this Contract is signed by Seller and Purchaser, as indicated
by their signatures below.  If the last party to execute this Contract fails 
to complete the date of execution below that party's signature, the Effective
Date shall be the date this fully executed Contract is delivered to the Title
Company.

     B.   NOTICES.  All notices and other communications required or 
permitted under this Contract must be in writing and shall be deemed 
delivered, whether actually received or not, on the earlier of: (i) actual 
receipt, if delivered in person or by messenger with evidence of delivery; or 
(ii) receipt of an electronic facsimile transmission ("Fax"); or (iii) upon 
deposit in the United States Mail as required below.  Notices may be 
transmitted by Fax to the Fax telephone numbers specified below, if any.  
Notices delivered by mail must be deposited in the U.S. Postal Service, first 
class postage prepaid, and properly addressed to the intended recipient at 
the address set forth below. Any party may change its address for notice 
purposes by delivering written notice of its new address to all other parties 
in the manner set forth above. Copies of all written notices should also be 
delivered to the Principal Broker and to the Title Company, but failure to 
notify the Principal Broker or the Title Company will not cause an otherwise 
properly delivered notice to be ineffective.

     -C- Copyright 1995 NTCAR form 01(1/95)                      Page 4


<PAGE>

     C.  MUTUAL TERMINATION.  If this Contract is terminated by agreement of 
both parties at any time prior to Closing, the obligations of each party 
under this Contract shall terminate, except that (1) Seller and Purchaser 
shall each pay one-half of the cost of the Survey (if Survey costs are 
incurred), (2) Purchaser shall pay the costs to repair any damage to the 
Property caused by Purchaser or its agents, (3) Purchaser shall deliver to 
Seller any reports or documents in Purchaser's possession concerning the 
Property, (4) Seller shall pay the Fee owned to the Principal Broker, and (5) 
each party shall perform any other obligations which expressly survive the 
termination of this Contract. The obligations of this paragraph shall survive 
the termination of this Contract.

     D.  FORMS.  In case of a dispute as to the form of any document required 
under this Contract, the most recent form prepared by the State Bar of Texas, 
modified as necessary to conform to the requirements of this Contract, shall 
be deemed reasonable.

     E.  ATTORNEYS FEES.  The prevailing party in any legal proceeding 
brought in relation to this Contract or transaction shall be entitled to 
recover from the non-prevailing parties court costs, reasonable attorneys' 
fees and all other reasonable litigation expenses.

     F.  INTEGRATION.  This Contract contains the complete agreement between 
the parties with respect to the Property and cannot be varied except by 
written agreement. The parties agree that there are no oral or signed 
agreements, understandings, representations or warranties made by the parties 
which are not expressly set forth herein.

     G.  SURVIVAL.  Any warranty, representation, covenant, condition or 
obligation contained in this Contract not otherwise consummated at the 
Closing will survive the Closing of this transaction.

     H.  BINDING EFFECT.  This Contract shall inure to the benefit of and be 
binding upon the parties to this Contract and their respective heirs, legal 
representatives, successors and assigns.

     I.  TIME FOR PERFORMANCE.  Time is of the essence under each provision 
of this Contract. Strict compliance with the times for performance is 
required.

     J.  RIGHT OF ENTRY.  Upon reasonable advance notice and during normal 
business hours, Purchaser, Purchasers' representatives and the Brokers have 
the right to enter upon the Property prior to Closing for purposes of 
viewing, inspecting and conducting studies of the Property, so long as they 
do not unreasonably interfere with the use of the Property by Seller or any 
tenants, or cause undue damage to the Property.

     K.  BUSINESS DAY.  If any date of performance under this Contract falls 
on a Saturday, Sunday or Texas legal holiday, such date of performance shall 
be deferred to the next day which is not a Saturday, Sunday or Texas legal 
holiday.

     L.  GOVERNING LAW.  This Contract shall be construed under and governed 
by the laws of the State of Texas, and unless otherwise provided herein, all 
obligations of the parties created under this Contract are to be performed in 
the county where the Property is located.

     M.  SEVERABILITY.  If any provision of this Contract is held to be 
invalid, illegal, or unenforceable by a court of competent jurisdiction, the 
invalid, illegal or unenforceable provision shall not affect any other 
provisions, and this Contract shall be construed as if the invalid, illegal, 
or unenforceable provision is severed and deleted from this Contract.

     N.  DISCLAIMER.  Purchaser understands that a real estate broker is 
qualified to advise on matters concerning real estate and is not an expert in 
matters of law, tax, financing, surveying, hazardous materials, engineering, 
construction, safety, zoning, land planning, architecture, or the Americans 
with Disabilities Act. However, the Broker(s) will disclose to Purchaser any 
material factual knowledge which Broker may possess about the condition of 
the Property. Purchaser acknowledges that Purchaser has been advised by the 
Broker(s) to seek expert assistance on such matters. The Broker(s) do not 
investigate a property's compliance with building codes, governmental 
ordinances, statutes and laws that relate to the use or condition of the 
Property or its construction, or that relate to its acquisition. If the 
Broker(s) provide names of consultants or sources for advice or assistance, 
the Broker(s) do not warrant the services of the advisors or their products 
and cannot warrant the suitability of property to be acquired. The Broker(s) 
do not warrant that the Seller will disclose any or all property defects or 
other matters pertaining to the Property or its condition.

     O.  COUNTERPARTS.  This Contract may be executed in a number of 
identical counterparts. Each counterpart is deemed an original and all 
counterparts shall, collectively, constitute one agreement.

     P.  GENDER; NUMBER.  Unless the context requires otherwise, all pronouns 
used in this Contract shall be construed to include the other genders, 
whether used in the masculine, feminine or neuter gender. Words in the 
singular number shall be construed to include the plural, and words in the 
plural shall be construed to include the singular.

     Q.  MEDIATION.  If any dispute arises relating to this Contract (the 
"Dispute"), including but not limited to payment of the Fee, then any party 
may give written notice to the other party(s) requiring all involved parties 
to attempt to Dispute by mediation. Except in those circumstances when a 
party reasonably believes that an applicable statute of limitations period is 
about to expire, or a party requires injunctive or equitable relief, the 
parties are obligated to use this mediation procedure prior to initiating 
arbitration or any other action. Within seven (7) days after receiving the 
mediation notice, each party must deliver a written designation to all other 
parties stating the names of one or more individuals with authority to 
resolve the Dispute on such party's behalf. Within ten (10) days after the 
date of designation, the parties shall make a good faith effort to select a 
qualified mediator to mediate the Dispute. If the parties are unable to 
timely agree upon a mutually acceptable mediator, the parties shall request 
any State or Federal district judge to appoint a mediator. In consultation 
with the mediator, the parties shall promptly designate a mutually convenient 
time and place for the mediation which is no later than thirty (30) days 
after selection of the mediator. In the mediation, each party shall be 
represented by persons with authority and discretion to negotiate a 
resolution of the Dispute, and may be represented by counsel. The mediation 
shall be governed by the provisions of Chapter 154 of the Texas Remedies and 
Practice Code, and such other rules as the mediator may prescribe. The fees 
and expenses of the mediator shall be shared equally by all parties.

     R.  ARBITRATION.  If the parties are unable to resolve any Dispute by 
mediation, then the parties agree to submit the Dispute to binding 
arbitration before a single arbitrator. The Dispute shall be decided by 
arbitration in accordance with the applicable arbitration statute and the 
then existing rules of the American Arbitration Association. Any party may 
initiate the arbitration procedure by delivering a written notice of demand 
for arbitration to the other parties. Within ten (10) days after the receipt 
by all parties of the written notice of demand for arbitration, the parties 
shall attempt to select a qualified arbitrator who is acceptable to all 
parties. If the parties are unable to agree upon an arbitrator who is 
acceptable to all parties, then upon application of any party a court of 
competent jurisdiction shall appoint an arbitrator. This agreement to 
arbitrate shall be specifically enforceable under the prevailing arbitration 
law.

     S.  CONSULT AN ATTORNEY.  This document is an enforceable, legally 
binding agreement. Read it carefully. The Broker(s) involved in the 
negotiation of the transaction described in this Contract cannot give you 
legal advice. By law, the Broker(s) are limited to discussing factual and 
business details of the transaction. The parties to this Contract 
acknowledge that they have been advised by the Broker(s) to have this 
Contract reviewed by legal counsel before signing this Contract to discuss 
the legal effects of its terms and provisions.

-C- Copyright 1995 NTCAR form 01 (1/95)                                  Page 5

<PAGE>

17.  ADDITIONAL PROVISIONS.  [ADDITIONAL PROVISIONS AS DIRECTED BY SELLER OR 
PURCHASER MAY BE SET FORTH BELOW.]




18.  EXHIBITS AND ADDENDA.  All Exhibits and Addenda attached to this 
Contract are incorporated herein by reference and are made a part of this 
Contract for all purposes. [CHECK ALL THAT APPLY.]

<TABLE>
<S>                                                   <C>
                                                      / / Addendum A  Personal Property
     / / Exhibit A  Survey and/or Legal Description   / / Addendum B  Financing
     /X/ Exhibit B  Site Plan                         /X/ Addendum C  Inspection
     / / Exhibit C  _______________________________   / / Addendum D  Disclosure Notice
                                                      /X/ Addendum E  Special Provisions Addendum
</TABLE>

19.  CONTRACT AS OFFER.  The execution of this Contract by the first party to 
do so constitutes an offer to purchase or sell the Property. Unless within 
five (5) days from the date of execution of this Contract by the first party, 
this Contract is accepted by the other party by signing the offer and 
delivering a fully executed copy to the first party, the offer of this 
Contract shall be deemed automatically withdrawn and terminated, and the 
Earnest Money, if any, shall be promptly returned to Purchaser.

EXECUTED on the dates stated below, to be effective on the Effective Date.

<TABLE>
<S>                                          <C>
SELLER                                       PURCHASER

Haggar Clothing Company                      Fred's Foreign Car Service, Inc.
-----------------------------------------    ------------------------------------------
By [SIGNATURE]: Frank D. Bracken             By [SIGNATURE]: Jose Guevara
               --------------------------                   ---------------------------
Name: Frank D. Bracken                       Name: Jose Guevara
     ------------------------------------         -------------------------------------
Title: President & Chief Operating Officer   Title: Owner
      -----------------------------------          ------------------------------------
Address: 6113 Lemmon Avenue                  Address: 5111 A West Lovers Lane
        ---------------------------------            ----------------------------------
         Dallas, Texas 75209                          Dallas, Texas 75209
-----------------------------------------    ------------------------------------------

-----------------------------------------    ------------------------------------------
Telephone: 352-8481      Fax: 956-4446       Telephone: 350-6787      Fax: N/A
          --------------     ------------              --------------     -------------
Tax I.D. No: 75-0312650                      Tax I.D. No: 75-1717760
            -----------------------------                ------------------------------
Date of Execution: 3/28/96                   Date of Execution: 3/25/96
                  -----------------------                      ------------------------

PRINCIPAL BROKER                             COOPERATING BROKER

The Staubach Company                         None
-----------------------------------------    ------------------------------------------
By [SIGNATURE]: Paul A. Whitman              By [SIGNATURE]: 
               --------------------------                   ---------------------------
Name: Paul A. Whitman, SIOR                  Name: 
     ------------------------------------         -------------------------------------
Title: Senior Vice President                 Title: 
      -----------------------------------          ------------------------------------
Address:                                     Address: 
        ---------------------------------            ----------------------------------

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

-----------------------------------------    ------------------------------------------
Telephone:               Fax:                Telephone:               Fax: 
          --------------     ------------              --------------     -------------
</TABLE>

TITLE COMPANY ACCEPTANCE.  The Title Company acknowledges receipt of the 
Earnest Money on ________________________________ and accepts the Earnest 
Money subject to the terms and conditions set forth in this Contract.

TITLE COMPANY

American Title Company
---------------------------------------------
By [SIGNATURE]:
               ------------------------------
Name: Attention: Tim Hardin
     ----------------------------------------
Title:
      ---------------------------------------
Address:
        -------------------------------------

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

---------------------------------------------
Telephone:               Fax:            
          --------------     ------------
  COPYRIGHT NOTICE: THIS FORM IS PROVIDED FOR THE USE OF MEMBERS OF THE NORTH 
TEXAS COMMERCIAL ASSOCIATION OF REALTORS, INC. PERMISSION IS HEREBY GRANTED 
TO MAKE LIMITED COPIES OF THIS FORM FOR USE IN A PARTICULAR TEXAS REAL ESTATE 
TRANSACTION. CONTACT THE NTCAR OFFICE TO CONFIRM THAT YOU ARE USING THE 
CURRENT VERSION OF THIS FORM

-C- Copyright 1995 NTCAR form 01 (1/95)                                  Page 6

<PAGE>

                                EXHIBIT B


                                  [MAP]

<PAGE>

   NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

                        ADDENDUM C TO CONTRACT OF SALE

                                  INSPECTION


PROPERTY ADDRESS OR DESCRIPTION: 5915 Peeler Street, Dallas, Texas

A. INSPECTION PERIOD.  Purchaser shall have a period of ten (10) days after 
the Effective Date (the "Inspection Period") to inspect the Property and to 
conduct feasibility studies regarding Purchaser's intended use of the 
Property.  Purchaser's studies may include without limitation: (i) core 
borings; (ii) environmental and architectural tests and investigations; (iii) 
physical inspections of all improvements, fixtures, equipment, subsurface 
soils, structural members, and personal property; and (iv) examination of 
plans, specifications, manuals, and other documents relating to the 
construction and condition of the Property.  Purchaser and Purchaser's 
agents, employees, consultants and contractors shall have the right of 
reasonable entry onto the Property during normal business hours, and upon 
reasonable advance notice to Seller and/or Seller's tenants, for purposes of 
the inspections, studies, tests and examinations deemed necessary by 
Purchaser.  All inspections, studies, tests and examinations performed 
hereunder shall be at Purchaser's expense.

B. REPORTS.

/ / (1) Within ________________ (____) days after the Effective Date, Seller 
shall deliver to Purchaser a written report of an environmental assessment of 
the Property.  The report shall be prepared, at Seller's expense, by a 
Registered Professional Engineer reasonably acceptable to Purchaser, who is 
proficient or certified in environmental risk assessment.  The environmental 
assessment report must include a "Phase I" investigation into the existence 
to Hazardous Materials (as defined in Paragraph 7.A.(7) of this Contract) on 
or around the Property.  The environmental assessment must also include a 
land use history search, engineering inspections, studies and/or tests which 
may be necessary to discover the existence, past or present, of Hazardous 
Materials.

/X/ (2) See paragraph B(2) of Addendum E.

/X/ (3) As soon as reasonably possible after they become available to 
Purchaser, Purchaser shall deliver to Seller, at Purchaser's expense, copies 
of all written reports, inspections, plats, drawings and studies made by 
Purchaser and Purchaser's agents, consultants and contractors.  This 
provision shall survive the termination of this Contract.

C. TERMINATION.  If Purchaser determines, in Purchaser's sole discretion, no 
matter how arbitrary, that the Property is not in satisfactory condition or 
is not suitable for Purchaser's intended use or purpose, then Purchaser may 
terminate this Contract by delivering a written notice to Seller on or before 
the last day of the Inspection Period, and the refundable portion of the 
Earnest Money shall be promptly returned by the Title Company to Purchaser 
and neither party shall have any further rights or obligations under this 
Contract (except for those which may expressly survive the termination of 
this Contract).

D. ACCEPTANCE.  If Purchaser does not properly and timely terminate this 
Contract before the expiration of the Inspection Period (or if Purchaser 
accepts the Property in writing) then Purchaser will be deemed to have waived 
all objections to the Property under this Contract, except for any title 
objections which may be outstanding pursuant to Section 6 of this Contract.  
In that event, Purchaser agrees to purchase the Property in its current 
condition without any further representations or warranties of Seller, except 
any objections which Seller may expressly agree in writing to cure, and this 
Contract shall continue in full force and effect and the parties shall 
proceed to Closing.  However, this provision does not limit or invalidate any 
express representations or warranties Seller has made in this Contract.

E. RESTORATION.  If the transaction described in this Contract does not 
close, through no fault of Seller, and the condition of the Property was 
altered due to tests and inspections performed by Purchaser or on Purchaser's 
behalf, Purchaser must restore the Property to its original condition.  This 
provision shall survive the termination of this Contract.

<PAGE>


                                  ADDENDUM E

                         SPECIAL PROVISIONS ADDENDUM
                         ---------------------------


     PROPERTY:   5915 Peeler Street, Dallas, Texas
     SELLER:     Haggar Clothing Company
     PURCHASER:  Fred's Foreign Car Service, Inc.


     This Special Provisions Addendum (herein so called) is attached to and 
made a part of that one certain Contract of Sale (the "Contract"), by and 
between HAGGAR CLOTHING COMPANY, as "Seller", and FRED'S FOREIGN CAR SERVICE, 
INC., as "Purchaser."  In the event a conflict arises between the provisions 
of this Special Provisions Addendum and any other part of this Contract, this 
Special Provisions Addendum shall modify and supersede such other part of 
this Contract to the extent necessary to eliminate any such conflict but no 
further.  All terms which are defined in the Contract shall have the same 
meaning when used herein, unless otherwise defined herein.

     A.  PROPERTY DESCRIPTION.  The property described in EXHIBIT "B" 
attached hereto is an approximate description of the Property to be conveyed 
hereunder and is attached for reasonable identification of the Property.  
The exact description to be used for purposes of this Contract and the 
conveyance documents shall be the metes and bounds description set forth on 
the Survey, which description shall become a part of this Contract at the 
description of the Property and shall be incorporated herein by reference for 
all purposes.

     B.  INSPECTION.  In addition to the provisions set forth in Addendum C 
to the Contract, the following provisions shall apply:

         1.  All tests, studies and inspections are to be conducted in a 
             manner as not to physically damage the Property or unreasonably 
             interfere with the usual operation of the Property by Seller.  
             Purchaser and its agents and representatives shall: (a) 
             promptly pay when due the costs of all tests, investigations 
             and examinations done with regard to the Property in connection 
             with Purchaser's inspection; (b) not permit any liens to attach 
             to the Property by reason of the exercise of Purchaser's rights 
             hereunder; (c) restore the surface of the Property and any 
             improvements thereon to the condition in which the same were 
             found before any such inspections or tests were undertaken; and 
             (d) not reveal or disclose any information obtained during the 
             Inspection Period concerning the Property to anyone outside 
             Purchaser's organization.  Purchaser hereby indemnifies and 
             holds Seller harmless from and against any and all liens, 
             claims, causes of action, and expenses (including reasonable 
             attorney's fees) arising out of any 



<PAGE>

             violation of the provisions of this Paragraph B of Addendum E. 
             Notwithstanding any provision of this Contract, no termination 
             of this Contract shall terminate Purchaser's obligations 
             pursuant to this Paragraph 13.B. of this Contract shall not be 
             applicable to any cause of action arising pursuant to this 
             Paragraph B. of Addendum E.

         2.  Within two (2) business days after the Effective Date, Seller 
             agrees to allow Purchaser, its authorized agents or 
             representatives, to inspect and make copies at its own expense 
             of engineering investigations, tests and/or environmental 
             studies in Seller's possession which have been made with 
             respect to the Property within the one-year period prior to the 
             Effective Date.  Purchaser acknowledges that any and all of the 
             studies are proprietary and confidential in nature, and will be 
             made available to Purchaser solely to assist Purchaser in 
             determining the feasibility of purchasing the Property.  
             Purchaser agrees not to disclose the studies, or any of the 
             provisions, terms  or conditions thereof, to any party outside 
             of Purchaser's organization, except as to its attorneys, 
             accountants, lenders or investors.  Purchaser shall return all 
             of the studies, and any and all copies Purchaser has made of 
             the studies, and all copies of any studies, reports or test 
             results obtained by Purchaser in connection with its inspection 
             of the Property, on the first to occur of (a) such time as 
             purchaser determines that it shall not acquire the Property, or 
             (b) such time as this Contract is terminated for any reason.  
             Purchaser hereby acknowledges that Seller has not made and does 
             not make any warranty or representation regarding the truth or 
             accuracy of the studies or the source thereof.  Seller has not 
             undertaken any independent investigation as to the truth or 
             accuracy of the studies and is providing the studies solely as 
             an accommodation to Purchaser.  In permitting Purchaser to 
             review such studies or information to assist Purchaser, no 
             third-party benefits or relationships of any kind, either 
             express or implied, have been offered, intended, or created by 
             Seller, and any such claims are expressly rejected by Seller 
             and waived by Purchaser.

     C. AS-IS.  Notwithstanding anything contained in this Contract to the 
contrary except for the representations and warranties set forth herein, 
Purchaser has examined and investigated or may examine or investigate the 
Property prior to the expiration of the Inspection Period, and Purchaser will 
rely solely on its own investigation of the Property and not on any 
information provided or to be provided by or on behalf of Seller except for 
the representations and warranties set forth herein.  Except as expressly 
set forth herein, it is understood and agreed that Seller is making no 
representations or warranties, whether express or implied, by operation of 
law or otherwise with respect to (i) environmental matters of any nature or 
kind whatsoever relating to the Property or any portion thereof, including, 
without limitation, compliance with any environmental protection, underground 
storage tanks, pollution or land use laws, rules, regulations, 



                                       2

<PAGE>

orders or requirements and the existence in or on the Property of any 
hazardous or toxic materials; (ii) geological conditions, including, without 
limitation, subsidence, subsurface conditions, water table, underground water 
reservoirs, and limitations regarding withdrawal of water therefrom; (iii) 
whether or not and to the extent to which the Property or any portion thereof 
is affected by any stream (surface or underground), body of water, floodprone 
area, flood plain, floodway or special flood hazard; (iv) drainage; (v) soil 
conditions; (vi) zoning to which the Property or any portion thereof may be 
subject; (vii) availability of any utilities to the Property or any portion 
thereof, including without limitation, water, sewage, gas and electric; 
(viii) usage of any adjoining property; (ix) access to the Property or any 
portion thereof; (x) the compliance or non-compliance of any of the Property 
with any applicable federal, state or local building codes, ordinances, laws, 
statutes, rules or regulations; (xi) the value, compliance with plans or 
specifications, locations, use, merchantability, construction, workmanlike 
condition, order, repair, maintenance, design, quality, description, 
durability, operation or condition of the Property or any portion thereof; 
(xii) the quality of labor and materials included in the Improvements; (xiii) 
the suitability of the Property or any portion thereof for Purchaser's 
purposes or fitness for any usage or purpose whatsoever; or (xiv) any other 
matter relating to the Property.  Except as expressly provided herein, 
Purchaser hereby agrees that Purchaser is accepting the Property "AS IS, 
WHERE IS, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY 
WHATSOEVER, EXPRESS OR IMPLIED", subject to all deficiencies or other matters 
whether known or unknown; however, non of the foregoing shall impair or 
further restrict the special warranty of title by which the Property is to be 
conveyed pursuant to the Contract or the representations and warranties set 
forth herein.

                                   SELLER:

                                   HAGGAR CLOTHING COMPANY



                                   By: /s/ FRANK D. BRACKEN
                                      -----------------------------------------
                                   Name (print): Frank D. Bracken
                                                -------------------------------
                                   Title: President and Chief Operating Officer
                                         --------------------------------------


                                   PURCHASER:

                                   FRED'S FOREIGN CAR SERVICE, INC.


                                   By: /s/ JOSE GUEVARA
                                      -----------------------------------------
                                      Jose Guevara
                                      Owner




                                       3

<PAGE>
                                       
                 FIRST AMENDMENT TO COMMERCIAL CONTRACT OF SALE


STATE OF TEXAS           )
                         )
COUNTY OF DALLAS         )


     THIS FIRST AMENDMENT TO COMMERCIAL CONTRACT OF SALE (the "First 
Amendment") is made by and between Haggar Clothing Co., a Nevada corporation 
(the "Seller") and Fred's Foreign Car Service, Inc., a Texas corporation (the 
"Purchaser").
                                       
                           INTRODUCTORY PROVISIONS:

     The following provisions form a part of and are incorporated into this 
First Amendment:

     A. Seller and Purchaser have previously entered into that certain 
Commercial Contract of Sale dated effective March 28, 1996 (the "Contract"), 
which Contract is incorporated herein by reference, wherein Seller agreed to 
sell and convey to Purchaser, upon the terms and conditions therein 
contained, that certain property (the "Property") described in the Contract.

     B. Seller and Purchaser now desire to amend the Contract as set forth 
herein.

     NOW, THEREFORE, for and in consideration of the agreements set forth 
herein and the sum of Ten and No/100 Dollars ($10.00) paid by the Purchaser 
and other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged and confessed, the parties hereby agree as 
follows:

     1. CLOSING DATE.  The Closing Date shall be extended from April 8, 1996
        until April 30, 1996, or such earlier date as may be agreed to by
        Purchaser and Seller.

     2. MISCELLANEOUS.  

        (a) The terms of the Contract, as modified by this First Amendment,
        are valid, binding and in full force and effect.

        (b) Except as otherwise defined herein, all defined terms set forth
        herein shall have the same meaning as set forth in the Contract.  The
        Contract, as amended by this First Amendment, embodies the entire
        agreement between the parties hereto, supersedes all prior agreements
        and understandings, if any, relating to the subject matter hereof, and
        may be amended or supplemented

FIRST AMENDMENT TO COMMERCIAL CONTRACT OF SALE                            Page 1
<PAGE>

        only by an instrument in writing executed by the party against whom
        enforcement is sought.

        (c) This First Amendment shall be governed by and construed in
        accordance with the laws of the State of Texas.

        (d) This First Amendment shall be binding upon and shall inure to the
        benefit of the parties and their respective heirs, executors,
        administrators, legal representatives, successors and assigns.

        (e) Each party is entitled to rely on a facsimile signature of any
        other party to this First Amendment upon receipt by facsimile
        transmission via telecopier.  Any party initially providing his or her
        signature via telecopier shall deliver an original signature page to
        the other parties promptly after transmission of the facsimile.

        (f) This First Amendment may be executed in a number of identical
            counterparts, each of which constitute collectively one agreement;
            but in making proof of this First Amendment, it shall not be
            necessary to produce or account for more than one such counterpart.
            It is not necessary that each party execute the same counterpart
            so long as identical counterparts are executed by all parties.

     IN WITNESS WHEREOF, the parties hereto have executed this First 
Amendment to be effective as of the 8th day of April, 1996.

SELLER:                            PURCHASER:
------                             ---------

HAGGAR CLOTHING CO.                FRED'S FOREIGN CAR SERVICE, INC.


By: /s/ J.M. HAGGAR, III           By:  /s/ JOSE GUEVARA
   ----------------------------        ----------------------------
Name(Print):  J.M. Haggar, III          JOSE GUEVARA, President
             ------------------
Title:  Chairman & CEO
       ------------------------

FIRST AMENDMENT TO COMMERCIAL CONTRACT OF SALE                            Page 2