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                                     NISSAN
                     DEALER TERM SALES AND SERVICE AGREEMENT


THIS AGREEMENT is entered into effective the day last set forth below by and 
between the Nissan Division of NISSAN MOTOR CORPORATION IN U.S.A., a 
California corporation, hereinafter called "Seller," and the natural persons 
and entities identified in the Final Article of this Agreement.

                                  INTRODUCTION

The purpose of this Agreement is to establish Dealer as an authorized dealer 
of Nissan Products and to provide for the sale and servicing of Nissan 
Products in a manner that will best serve owners, potential owners and 
purchasers of Nissan Products as well as the interests of Seller, Dealer and 
other Authorized Nissan Dealers. This Agreement sets forth: the rights which 
Dealer will enjoy as an Authorized Nissan Dealer; the responsibilities which 
Dealer assumes in consideration of its receipt of these rights; and the 
respective conditions, rights and obligations of Seller and Dealer that apply 
to Seller's grant to Dealer of such rights and Dealer's assumption of such 
responsibilities. It is understood that Dealer wishes an opportunity to 
qualify for a regular Nissan Dealer Sales and Service Agreement for Nissan 
Products and understands that for that purpose Dealer first must fulfill all 
of Dealer's undertakings hereinafter described.

This is a personal services Agreement In entering into this Agreement and 
appointing Dealer as provided below, Seller is relying, among other things, 
upon the personal qualifications, expertise, reputation, integrity, 
experience, ability and representations of the individuals named in the Final 
Article of this Agreement as Dealer Principal (the "Dealer Principal") and 
the individual named in the Final Article of this Agreement as Executive 
Manager and the representations of Cross-Continent Auto Retailers, Inc 
("CCAR") and the Dealer. In addition to Dealer, Seller intends to look to 
CCAR, and the Dealer Principal and the Executive Manager for the performance 
of Dealer's obligations hereunder.

Nissan Products are intended for discriminate owners with the expectation 
that such owners will be loyal and proud, but also demanding toward Seller 
and Dealer with respect to Nissan Products and the manner in which they are 
sold and serviced. Owners, potential owners and purchasers of Nissan Products 
are expected to want, and are entitled to do business with, dealers who enjoy 
the highest reputation in their communities and have well located, attractive 
and efficient places of business, courteous personnel and outstanding service 
and parts facilities. Nissan Products must be sold by enthusiastic dealers 
who are not interested in short term results only but are willing to look 
toward long term goals and who are devoted to creating and maintaining a 
positive total ownership experience for owners of Nissan Products. Seller's 
standard of excellence for Nissan Products must be matched by the dealers who 
sell them to the public and who service them during their operative lives.

Achievement of the purposes of this Agreement is premised upon mutual 
understanding and cooperation between Seller and Dealer. Dealer has entered 
into this Agreement in reliance upon Seller's integrity and expressed 
intention to deal fairly with Dealer and the consuming public. Seller has 
entered into this Agreement in reliance upon the integrity and ability of the 
Dealer Principal and Executive Manager and their expressed intention to deal 
fairly with the consuming public and Seller.

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It is the responsibility of Seller to market Nissan Products throughout the 
Territory. it is the responsibility of Dealer to actively promote the retail 
sale of Nissan Products and to provide courteous and efficient service of 
Nissan Products. The success of both Seller and Dealer will depend on how 
well they each fulfill their respective responsibilities under this 
Agreement. It is recognized that: Seller will endeavor to provide motor 
vehicles of excellent quality and workmanship and to establish a network of 
Authorized Nissan Dealers that can provide an outstanding sales and service 
effort at the retail level; and Dealer will endeavor to fulfill its 
responsibilities through aggressive, sound, ethical selling practices and 
through conscientious regard for customer service in all aspects of its 
Nissan Dealership Operations.

Seller and Dealer shall refrain from engaging in conduct or activities which 
might be detrimental to or reflect adversely upon the reputation of Seller, 
Dealer or Nissan Products and shall engage in no discourteous, deceptive, 
misleading or unethical practices or activities.

For consistency and clarity, terms which are used frequently in this 
Agreement have been deemed in Section l of the Standard Provisions. All terms 
used herein which are deemed in the Standard Provisions shall have the 
meaning stated in said Standard Provisions. These definitions should be read 
carefully for a proper understanding of the provisions in which they appear.

To achieve the purposes referred to above, Seller, CCAR, Gilliland, Dealer, 
Dealer Principal and the Executive Manager agree as follows:

     ARTICLE FIRST: Appointment of Dealer

     Subject to the conditions and provisions of this Agreement, Seller:

     (a)  appoints Dealer as an Authorized Nissan Dealer and grants Dealer 
the non-exclusive right to buy from Seller those Nissan Products specified in 
Dealer's current Product Addendum hereto, for resale, rental or lease at or 
from the Dealership Locations established and described in accordance with 
Section 2 of the Standard Provisions; and

     (b)  grants Dealer a non-exclusive right, subject to and in accordance 
with Section 6.K of the Standard Provisions, to identify itself as an 
Authorized Nissan Dealer, to display the Nissan Marks in the conduct of its 
Dealership Operations and to use the Nissan Marks in the advertising, 
promotion and sale of Nissan Products in the manner provided in this 
Agreement.

     ARTICLE SECOND: Assumption of Responsibilities by Dealer

     Dealer hereby accepts from Seller its appointment as an Authorized 
Nissan Dealer and, in consideration of its appointment and subject to the 
other conditions and provisions of this Agreement, hereby assumes the 
responsibility for:

     (a)  establishing and maintaining at the Dealership Location the 
Dealership Facilities in accordance with Section 2 of the Standard Provisions;

     (b)  actively and effectively promoting the sale at retail (and, if 
Dealer elects, the leasing and rental) of Nissan Vehicles within Dealer's 
Primary Market Area in accordance with Section 3 of the Standard Provisions;

     (c)  servicing Nissan Vehicles and for selling and servicing Nissan Parts
and 


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Accessories in accordance with Section 5 of the Standard Provisions;

     (d)  biding and maintaining consumer confidence in Dealer and in Nissan 
Products in accordance with Section 5 of the Standard Provisions; and

     (e)  performance of the additional responsibilities set forth in this
Agreement, including those specified in Section 6 of the Standard Provisions.

     ARTICLE THIRD: Ownership

     (a)  OWNERS. This Agreement has been entered into by Seller in reliance 
upon, and in consideration of, among other things, the personal 
qualifications, expertise, reputation, integrity, experience, ability and 
representations with respect thereto of the Dealer Principal and Executive 
Manager named in the Final Article of this Agreement, and in reliance upon 
the representations and agreements of Dealer and CCAR as follows:

     (i)  CCAR will at all times own 100% of the capital stock of Dealer and 
Dealer will at all times be maintained as a separate corporate entity.

     (ii) The Executive Committee of Dealer shall consist of Bill A. 
Gilliland ("Gilliland") and Emmett M. Rice, Jr. ("Rice").

     (iii) The officers of Dealer are as follows:

     Emmett M. Rice, Jr.       President
     Michael Robbins           Vice-President

     (iv) Dealer is a wholly-owned subsidiary of CCAR, which is a public 
corporation involved in an initial public offering ("IPO"), the ownership of 
which, prior to the PO, is set forth in Exhibit "A".

     (b)  CHANGES IN OWNERSHIP.  In view of the fact that this is a personal 
services agreement with the Dealer Principal and Executive Manager and in 
view of its objectives and purposes, this Agreement and the rights and 
privileges conferred on Dealer hereunder are not assignable, transferable or 
salable by CCAR, and no property right or interest is or shall be deemed to 
be sold, conveyed or transferred to Dealer or CCAR under this Agreement 
Dealer, CCAR, the Dealer Principal and the Executive Manager agree that any 
change in the ownership of Dealer, or CCAR specified herein requires the 
prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED 
NISSAN DEALER and that without the prior written consent of Seller:

     (i)  no sale, pledge, hypothecation or other transfer of any of the 
currently outstanding capital stock of Dealer will be made and no additional 
shares of capital stock, or securities convertible into shares of capital 
stock, of Dealer will be issued or sold.

     (ii) no ownership interest is acquired in CCAR by a person or entity 
which notifies CCAR via Schedule 13D filed with the Securities and Exchange 
Commission,(Dealer shall advise Seller in writing, and attached a copy of 
that Schedule), that results in a person or entity acquiring an ownership 
interest in or controlling a twenty percent (20%) of CCAR that intends to or 
may intend to engage in activities, including acquisitions, mergers, 
reorganizations, liquidation, sale or transfer of assets, changes in 
management of CCAR and material changes in


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business or corporate structure, which Seller reasonably concludes are not 
compatible with the interests of Seller, or is not otherwise qualified to 
have an ownership interest in a Nissan dealership. In the event of the 
foregoing, Dealer and CCAR agree that within 90 days of receipt of written 
notice from Seller of this fact, they will voluntarily terminate this 
Agreement. Nothing in this Agreement, however, is intended to prevent CCAR 
from reapplying for a Nissan dealership , notwithstanding the new ownership 
structure.  (iii) neither Dealer or CCAR will be merged with or into, or 
consolidate with, any other entity and none of the principal assets necessary 
for the performance of Dealer's obligations under this Agreement will be 
sold, transferred or assigned.

     (iv) CCAR will not enter into any transaction, including, without 
limitation, any sale, pledge, hypothecation or other transfer of any of the 
currently outstanding capital stock of CCAR, the issuance or sale of 
additional shares of capital stock or securities convertible into shares of 
capital stock of CCAR, or the merger of CCAR with or into, or the 
consolidation of CCAR, with any other entity, if as a result of such 
transaction, the CCAR will cease to own at least 100% of the capital stock of 
Dealer. Furthermore, Gilliland agrees that any transfer of his ownership 
interest in CCAR, or other action (such as dilution due to an acquisition), 
which would decrease his overall ownership in CCAR to less than 20%, also 
requires the prior written consent from Seller, which will not be 
unreasonably withheld.

     Any transaction involving the capital stock of CCAR which does not 
violate subparagraph (ii). (iii) and (iv) above may be effected without 
obtaining the prior written consent of Seller and without triggering a 
termination event under Section 12.A.(2) of the Standard Provisions.

     Dealer shall give Seller prior notice of any proposed change in said 
ownership requiring the consent of Seller and immediate notice of the death 
or incapacity of any Dealer Principal or Executive Manager. No such change, 
and no assignment of this Agreement or of any right or interest herein, shall 
be effective against Seller unless and until embodied in an appropriate 
amendment to or assignment of this Agreement, as the case may be, duly 
executed and delivered by Seller and by Dealer.  Seller shall not, however, 
unreasonably withhold its consent to any such change, subject to Seller's 
rights of First refusal set forth in Article Tenth of this Agreement.

     Seller shall have no obligation to transact business with any person who 
is not named either as a Dealer Principal or Executive Manager of Dealer 
hereunder or otherwise to give effect to any proposed sale or transfer of the 
ownership of Dealer or CCAR or management of Dealer or CCAR (other than 
changes in the ownership of CCAR which are permitted by this Article Third) 
prior to having concluded the evaluation of such a proposal as provided in 
Section 15 of the Standard Provisions. Dealer acknowledges Seller's right to 
require consent to any change in the ownership of Dealer and agrees that any 
change or transfer without such consent from Seller is void, and of no force 
and effect, and grounds for termination. Dealer and CCAR further agree that 
either will not challenge, contest, dispute, or litigate:

     (i)  any action taken by Seller (including, without limitation, 
termination of this Agreement) in response to an attempt to transfer 
ownership of Dealer or CCAR ( which is expressly not permitted by this 
Article Third) without Seller's consent; or

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     (ii) any decisions by Seller to withhold consent to a proposed change in 
ownership of Dealer or CCAR (which is expressly not permitted by this Article 
Third).

     The stock certificates representing the stock of Dealer will have 
legends which notify a potential purchaser of such stock of the limitations 
on transfer set forth in this Article Third. Dealer and CCAR represent and 
agree that none of Dealer will register their capital stock, or securities 
convertible into their capital stock for sale or resale to the public under 
any state or federal securities laws. CCAR agrees that no capital stock, or 
securities convertible into capital stock, of Dealer will be issued, sold or 
otherwise transferred by Dealer or CCAR, directly or indirectly, to any 
automobile manufacturer or distributor or any affiliate thereof or to any 
person who has an interest, direct or indirect, in any automobile 
manufacturer, distributor or dealership or anyone who could reasonably be 
considered a competitor or potential competitor of Seller.

     ARTICLE FOURTH: Management

     (a)  This Agreement has been entered into by Seller in reliance upon, 
and in consideration of, among other things, the personal qualifications, 
expertise, reputation, integrity, experience, ability and representations 
with respect thereto of the person named as Dealer Principal in the Final 
Article of this Agreement and in reliance on the following representations 
and agreements of Dealer and CCAR that:

     (i)  Rice and the officers listed herein will, subject to any other 
obligations set forth in this Agreement, devote 100% of their time to the 
business and day-to-day operations of the entity for which they are 
responsible.

     (ii) Robbins will devote 100% of his time to the affairs of Dealer.

     (b)  DEALER.  Seller and Dealer agree that the retention by Dealer of 
qualified management is of critical importance to the successful operation of 
Dealer and to the achievement of the purposes and objectives of this 
Agreement. This Agreement has been entered into by Seller in reliance upon, 
and in consideration of, among other things, the personal qualifications, 
expertise, reputation, integrity, experience, ability and representations 
with respect thereto of the persons named as Dealer Principal and Executive 
Manager in the Final Article of this Agreement and in reliance on the 
following representations and agreements of Dealer, and CCAR that:

     (i)  Robbins is currently employed as the Executive Manager of Dealer. 
As long as Rice is employed by CCAR and Robbins is employed by Dealer, they 
will have full and complete control over the Dealership Operations, subject 
only to the powers of the Board of Directors of Dealer to manage the business 
and affairs of Dealer, and they will at all times be members of the Board of 
Directors of Dealer. In addition, any replacements for Rice and Robbins will, 
so long as such replacements are employed by CCAR and Dealer, have full and 
complete control over the Dealership Operations, subject only to the powers 
of the Board of Directors of Dealer to manage the business and affairs of 
Dealer, and such replacements will at all times be members of the Board of 
Directors of Dealer.

     (ii) the Board of Directors of Dealer shall delegate the management of 
the Dealership Operations to Rice and Robbins and Dealer will not amend its 
Certificate of Incorporation or By-laws to provide that its Board of 
Directors is entitled to exercise any extraordinary powers or interfere 
unduly in the Dealership Operations.


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     (iii) Robbins will, subject to any other obligations set forth in this 
Agreement, continually provide his personal services in operating the 
dealership and will be physically present at the Dealership Facilities on a 
full-time basis.

     (c)  CHANGES IN MANAGEMENT. In view of the fact that this is a personal 
services Agreement with the Dealer Principal and Executive Manager and in 
view of its objectives and purposes, Dealer and CCAR agree that any change in 
the Dealer Principal or Executive Manager from that specified in the Final 
Article of this Agreement requires the prior written consent of Seller. In 
addition, CCAR agrees that no chief executive officer, or person performing 
services and having responsibilities similar to a chief executive officer, of 
CCAR will be appointed, directly or indirectly, without the prior written 
consent of Seller. Dealer shall give Seller prior notice of any proposed 
change in Dealer Principal or Executive Manager or the appointment of any 
chief executive or similar officer of CCAR and immediate notice of the death 
or incapacity of any Dealer Principal or Executive Manager. No change in 
Dealer Principal or Executive Manager and no appointment of a chief executive 
or similar officer of CCAR shall be effective unless and until embodied in an 
appropriate amendment to this Agreement duly executed and delivered by all of 
the parties hereto. Subject to the foregoing, Dealer and CCAR shall make 
their own, independent decisions concerning the hiring and Erring of its 
employees, including, without limitation, the Dealer Principal and Executive 
Manager.

          Dealer shall give Seller prior written notice of any proposed 
change in Dealer Principal or Executive Manager and immediate notice of the 
death or incapacity of Dealer Principal or Executive Manager. No change in 
Dealer Principal or Executive Manager shall be effective unless and until 
embodied in an appropriate amendment to this Agreement duly executed and 
delivered by all of the parties hereto. Dealer acknowledges Seller's right 
(as set forth herein and in the Standard Provisions) to require consent to 
any change in the management of Dealer and Dealer and CCAR agree that a 
change without such consent from Seller is void, of no force and effect, and 
grounds for termination. Dealer and CCAR further agree that either will not 
challenge, contest, dispute, or litigate:

     (i)  any action taken by Seller (including, without limitation, 
termination of this Agreement) in response to an attempt to change the 
management of Dealer without Seller's consent; or

     (ii) any decision by Seller to withhold consent to a proposed change in 
management of Dealer; or

     (iii) any decision by Seller to withhold approval of a proposed 
management candidate.

          To enable Seller to evaluate and respond to Dealer concerning any 
proposed change in Dealer Principal or Executive Manager or the appointment 
of any chief executive or similar officer of CCAR, Dealer and CCAR agree to 
provide, in the form requested by Seller and in a timely manner, all 
applications and information customarily requested by Seller to evaluate the 
proposed change. while Seller shall not unreasonably withhold its consent to 
any such change, it is agreed that any successor Dealer Principal, Executive 
Manager or chief executive or similar officer of CCAR must possess personal 
qualifications, expertise, reputation, integrity, experience and ability 
which are, in the opinion of Seller, satisfactory. Seller will determine 
whether, in its opinion, the proposed change or appointment is likely to 
result in a successful



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dealership operation with capable management that will satisfactorily perform 
Dealer's obligations under this Agreement. Seller shall have no obligation to 
transact business with any person who is not named as a Dealer Principal or 
Executive Manager of Dealer hereunder prior to having concluded its 
evaluation of such person.

          Any successor Dealer Principal or Executive Manager and any chief 
executive or similar officer of CCAR must meet the following minimum 
requirements in order to be submitted to Seller for approval:

     (i)  At least three years of experience as a general manager of an 
automobile dealer in a major metropolitan area or similar position involving 
all aspects of the day-to-day operations of such an automobile dealership 
(including, without limitation, new and used vehicle sales, service, parts 
and administration); and

     (ii) A demonstrated track record of success in his/her prior automobile 
dealership activities as measured by the dealerships' performance under 
his/her management.  The dealership(s) shall have consistently demonstrated 
at least the following:

               1.   An above average level of sales performance when measured 
against regional or zone averages and as measured against sales performance 
objectives established by the manufacturer; and

               2.   An above average level of customer satisfaction when 
measured against regional or zone averages for the make; and

               3.   A history of cooperation and good relations with 
manufacturer(s) and/or distributor(s).

     (d)  EVALUATION OF MANAGEMENT. Dealer and Seller understand and 
acknowledge that the personal qualifications, expertise, reputation, 
integrity, experience and ability of the Dealer Principal and Executive 
Manager and their ability to effectively manage Dealer's day-to-day 
Dealership Operations is critical to the success of Dealer in performing its 
obligations under this Agreement. Seller may from time to time develop 
standards and/or procedures for evaluating the performance of the Dealer 
Principal and Executive Manager and of Dealer's personnel generally. Seller 
may, from time to time, evaluate the performance of the Dealer Principal and 
Executive Manager and will advise Dealer, the Dealer Principal and the 
Executive Manager of the results of such evaluations and the way in which any 
deficiencies affect Dealer's performance of its obligations under this 
Agreement

     (e)  COMPENSATION OF EXECUTIVE MANAGER. Robbins will have a substantial 
portion of his compensation tied to Dealer's overall performance with respect 
to objectives for sales, market penetration and customer service which will 
be established at quarterly intervals.

     ARTICLE FIFTH: Additional Provisions

     The additional provisions set forth in the attached "Nissan Dealer Sales 
and Service Agreement Standard Provisions," bearing form number NDA-4S/9-88, 
as amended in Article Thirteenth of this Agreement, and excepting only the 
provisions contained in Sections 4, 14 and 16, are hereby incorporated in and 
made a part of this Agreement The Notice of Primary Market Area, Dealership 
Facilities Addendum, Product Addendum, Dealership Identification Addendum, 
Holding Company Addendum, if applicable, and all Guides and Standards 
referred 


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to in this Agreement (including references contained in the Standard 
Provisions referred to above) are hereby incorporated in and made a part of 
this Agreement. Dealer further agrees to be bound by and comply with: the 
Warranty Manual; Seller's Manuals or Instructions heretofore or hereafter 
issued by Seller to Dealer; any amendment, revision or supplement to any of 
the foregoing; and any other manuals heretofore or hereafter issued by Seller 
to Dealer.

     ARTICLE SIXTH: Termination of Prior Agreements

     This Agreement cancels, supersedes and annuls all prior contracts, 
agreements and understandings except as stated herein, all negotiations, 
representations and understandings being merged herein. No waiver, 
modification or change of any of the terms of this Agreement or change or 
erasure of any printed part of this Agreement or addition to it (except 
Filling of blank spaces and lines) will be valid or binding on Seller unless 
approved in writing by the President or an authorized Vice President of 
Seller.

     ARTICLE SEVENTH: Term

     This Agreement shall have a term commencing on the effective date hereof 
and, subject to its earlier termination in accordance with the provisions of 
this Agreement, expiring on the expiration date indicated in the Final 
Article of this Agreement Subject to other applicable provisions hereof, this 
Agreement shall automatically terminate at the end of such stipulated term 
without any action by Dealer, Seller or any of the other parties hereto.

     ARTICLE EIGHTH: License of Dealer

     If Dealer is required to secure or maintain a license for the conduct of 
its business as contemplated by this Agreement in any state or jurisdiction 
where any of its Dealership Operations are to be conducted or any of its 
Dealership Facilities are located, this Agreement shall not be valid until 
and unless Dealer shall have furnished Seller with written notice specifying 
the date and number, if any, of such license or licenses issued to Dealer, 
Dealer shall notify Seller immediately in writing if Dealer shall fall to 
secure or maintain any and all such licenses or renewal thereof or, if such 
license or licenses are suspended or revoked, specifying the effective date 
of any such suspension or revocation.

     ARTICLE NINTH: Additional Representations and Warranties

     (a)  All of the representations and covenants made to Seller by the 
other parties to this Agreement have been made jointly and severally by each 
of the parties hereto which has made any such representation or covenant

     (b)  In addition to the representations set forth elsewhere in this 
Agreement, Dealer and CCAR jointly and severally, represent to Seller that:

     (i)  all of the documents and correspondence provided to Seller by 
Dealer, CCAR, or any of their agents in connection with the solicitation of 
Seller's consent to this Agreement are true and correct copies of such 
documents.

     (c)  In addition to the covenants set forth elsewhere in this Agreement, 
Dealer, CCAR, jointly and severally, agree with Seller that:



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     (i)  Dealer will at all times be involved in the operation of the Nissan
dealership currently operated by it and Dealer will not conduct any other 
type of business.

     (ii) no distributions will be made to the stockholders of Dealer or CCAR 
if such distributions would cause Dealer to fail to meet any of the Guides 
and Standards relating to the capitalization of Dealer. In particular, CCAR 
will not be permitted to voluntarily redeem any of its preferred stock, if 
prior to and after giving effect to such redemption Dealer fails to meet any 
&f the Guides and Standards relating to capitalization of Dealer.

     (iii) CCAR and Dealer hereby, jointly and severally, indemnify and hold 
harmless, Seller, its officers, directors, affiliates and agents, and each 
person who controls Seller within the meaning of the Securities Act of 1933, 
as amended (the "Act"), from and against any and all losses, claims, damages 
or liabilities, to which they or any of them may become subject under the 
Act, the Securities Exchange Act of 1934, as amended, or any other federal or 
state securities law, rule or regulation, at common law or otherwise, insofar 
as such losses, claims, damages or liabilities arise out of the sale by the 
CCAR or Dealer of any securities. The indemnification provided for in this 
paragraph shall be exclusive of, and in addition to, any indemnification 
pursuant to Section 10 of the Standard Provisions, any indemnification 
provided by law and the indemnification agreement executed by CCAR and 
Gilliland attached as Exhibit "B".

     (iv) One of the conditions to the effectiveness of this Agreement by 
Seller is that all of the parties hereto (other than Seller) shall have been 
advised by their counsel that this Agreement has been duly executed and 
delivered by each of such parties thereto (other than Seller) and is the 
legal, valid and binding obligation of each of such parties.

     ARTICLE TENTH:

A.   Seller's Right of First Refusal

     In addition to its rights under this Agreement, in the event that CCAR 
or Dealer should desire to enter into a transaction, which if not approved by 
Seller, would result in a breach of the covenants set forth in Article Third, 
Sections (a)(i), (a)(ii), (a) (iii), (a) (iv) or (b) of this Agreement or in 
the event that any of the covenants set forth in the fourth full paragraph of 
Article Third, Section (b), Article Fourth, Section (a)(vii) or Article 
Ninth, Section (c)(ii) of this Agreement are breached, Seller shall have the 
additional right and option to purchase the dealership assets or ownership 
interests pursuant to this Article Tenth.

     (a)  If Seller chooses to exercise its right of First refusal, it must 
do so in its written refusal to consent to the proposed sale or transfer 
pursuant to Section 15 of the Standard Provisions or, if Section 15 of the 
Standard Provisions does not apply, within sixty (60) days of receipt of 
notification that a event triggering Seller's right of First refusal 
hereunder has occurred. Dealer agrees not to complete any proposed change or 
sale prior to the expiration of the period for exercise of Seller's right of 
First refusal and without Seller's prior written consent. Such exercise shall 
be null and void if Dealer withdraws its proposal within thirty (30) days 
following Dealer's receipt of Seller's notice exercising its rights of First 
refusal.

     (b)  After being exercised, Seller's right to purchase may be assigned 
to any party, and Seller hereby agrees to guarantee the full payment of the 
purchase price by such assignee. Seller's rights under this Article Tenth 
shall be binding on and enforceable against any assignee or successor in 
interest of Dealer or purchaser of Dealer's assets. Seller shall have no 
obligation to exercise its rights hereunder.



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     (c)  If Dealer has entered into a bona fide written buy/sell agreement 
respecting its Nissan dealership, Seller's right under this Article Tenth 
shall be a right of first refusal, enabling Seller to assume the prospective 
purchaser's purchase rights and obligations under such buy/sell agreement. 
The purchase price and other terms of sale shall be those set forth in such 
agreement and any related documents. Seller may request and Dealer agrees to 
provide all other documents relating to Dealer and the proposed transfer, 
including, but not limited to, those reflecting any other agreements or 
understandings between the parties to the buy/sell agreement. If Dealer 
refuses either to provide such documentation or to state in writing that no 
such document exists, it shall be presumed that the agreement is not bona 
fide.

     (d)  If Seller determines pursuant to paragraph (c) above that the 
buy/sell agreement is not bona fide, Seller will so notify Dealer. Dealer 
shall have ten (10) days from its receipt of such notice within which to 
withdraw its proposal. Seller's exercise of its rights hereunder shall be 
null and void if Dealer withdraws its proposal within such time period. If 
the proposal is not withdrawn, Seller shall have the option, but no 
obligation, under this Article Tenth to purchase the principal assets of 
Dealer utilized in the Dealership Operations, including real estate an) 
leasehold interest or to purchase the ownership interests of Dealer, and to 
terminate this Agreement and all rights granted Dealer hereunder. If the 
Dealership Facilities are leased by Dealer from an affiliated company, the 
right to purchase the principal assets, or the ownership interests, of 
Dealer, shall include the right to lease the Dealership Facilities. The 
purchase price shall be at the then fair market value as determined by an 
independent appraiser selected by Seller and reasonably acceptable to CCAR 
and the other terms of sale shall be those agreed by Seller, Dealer and CCAR.

     (e)  Dealer shall transfer the affected property with marketable title 
free and clear of liens, claims, encumbrances.

     (f)  In addition to any other rights Seller may have at law, in equity 
or hereunder, any conveyance of the dealership in violation of this right of 
first refusal shall be voidable by Seller.

     (g)  In the event that Seller elects not to exercise its right to 
purchase the dealership assets or the ownership interests of the Dealer, CCAR 
agrees that it will. offer to sell such assets or interests to the Dealer's 
then current management team or to some other entity or persons acceptable to 
Seller. If such individuals are not interested in such a transaction and no 
other entity or individuals acceptable to Seller can be found then this 
Agreement will be terminable at Seller's option, by deliver of written notice 
to Dealer.

B.   Right of First Refusal on Sale or Lease of Property to a Third Party.

          a)   In addition to its rights under Articles Third and Fourth and 
Section 15 of the Standard Provisions, Dealer agrees that should Dealer seek 
to sell or lease all or substantially all of the Approved Site to a third 
party for use as a Nissan New Motor Vehicle Dealership, Seller shall have the 
additional right and option, but not the obligation, to purchase or lease the 
Approved Site pursuant to this Article Thirteenth. A sale or lease for use 
other than a Nissan New Motor Vehicle Dealership is void.

          b)   If Seller chooses to exercise its right of first refusal, it 
must do so by written notice delivered to Dealer within 60 days of Seller's 
receipt of notice of the proposed sale



                                       10

<PAGE>

or lease by Dealer.  Dealer agrees not to complete any proposed sale or lease 
prior to the expiration of the period for exercise of Seller's right of first 
refusal and without Seller's prior written consent, and agrees to allow 
Seller to perform an environmental study of the property. Such exercise shall 
be null and void if Dealer withdraws its sale or lease proposal within thirty 
(30) days following Dealer's receipt of Seller's notice exercising its right 
of first refusal.

          c)   After being exercised, Seller's right to purchase or lease may 
be assigned to any party, and Seller hereby agrees to guarantee the full 
payment of the purchase price or the rental payment by such assignee. 
Seller's rights under this Article Thirteenth shall be binding on and 
enforceable against any assignee or successor in interest of Dealer or 
purchaser of Dealer's assets. Seller shall have no obligation to exercise its 
rights hereunder, and Seller may rescind its offer if the property is 
determined to be contaminated pursuant to an environmental study. Such 
contamination shall be deemed a breach of this agreement by dealer.

          d)   Should Seller actually purchase or lease the facility, Dealer 
shall also furnish to Seller copies of any easements, licenses, environmental 
studies or other documents affecting the property.

          e)   Dealer shall transfer the affected property by deed conveying 
marketable title free and clear of liens, claims, mortgages, encumbrances, 
tenancies and occupancies, or, if applicable, by an assignment of any 
existing lease. The Warranty Deed shall be in proper form for recording. 
Dealer shall deliver complete possession of the property at the time of 
delivery of the Deed or lease assignment.  Dealer shall also furnish to 
Seller copies of any easements, licenses, or other documents affecting the 
property and shall assign any permits or licenses which are necessary for the 
conduct of the Dealership Operations.

          f)   In addition to any other rights Seller may have at law, in 
equity or hereunder, any sale or lease of the Approved Site in violation of 
this right of first refusal shall be voidable by Seller.

C.   Exclusivity Provisions.

     In order for Dealer to maintain competitive Dealership Facilities to 
effectively market Nissan Products, Dealer hereby agrees to abide by and 
never challenge the following provisions (hereinafter "Exclusivity 
Provisions"). These Exclusivity Provisions shall be effective on or before 
the execution of the Agreement, and continue in effect thereafter so long as 
Dealer (or its principals) are authorized Nissan dealers and these provisions 
shall be binding on any successors-in-interest, assigns or purchasers of 
Dealer:

          a)   The only line-make of new, unused motor vehicles which Dealer 
shall display and sell at the Approved Site shall be the Nissan line and make 
of motor vehicles. Dealer shall not conduct any dealership operations for any 
other make or line of vehicles from the Approved Site.


                                       11

<PAGE>

          b)   Dealer shall sell and maintain a full line of Genuine Nissan
Parts and Accessories at the Approved Site and shall provide a full range of
automotive servicing for Nissan vehicles at the Approved Site pursuant to
Section 5 of the Standard Provisions to the Agreement.  Nothing contained
herein, however, shall preclude Dealer from offering parts, accessories or
servicing for vehicles of other lines or makes so long as such products or
services are incidental to Dealer's Nissan Dealership Operations;

          c)   Dealer shall not advertise or promote any make or line of new, 
unused vehicles from the Approved Site other than the Nissan line; and

          d)   Dealer shall not install or maintain any sign at or near the 
Approved Site which would tend to lead the public into believing that any 
line or make of vehicles other than the Nissan line is sold at the Approved 
Site.

     ARTICLE ELEVENTH: Breach By Dealer

     In the event (i) that any of the representations and warranties of 
Dealer, CCAR, Rice or Robbins contained in this Agreement shall prove not to 
have been true and correct when made or (ii) of any breach of violation of 
any of the covenants made by Dealer, CCAR, Rice or Robbins in Articles Third, 
Fourth and Ninth of this Agreement or upon the occurrence of any of the 
events warranting termination of this Agreement as set forth in Section 12.A 
of the Standard Provisions, Seller may terminate this Agreement, prior to the 
expiration date hereof, by giving Dealer written notice thereof, such 
termination to be effective upon the date specified in such notice, or such 
latter date as may be required by any applicable statute with the effect set 
forth in Section 13 of the Standard Provisions.

     ARTICLE TWELFTH: Execution of Agreement

     This Agreement, and any Addendum or amendment or notice with respect 
thereto, shall be valid and binding on Seller only when it bears the 
signature of either the President or an authorized Vice President of Seller 
and, when such signature is a facsimile, the manual countersignature of an 
authorized employee of Seller at the Director level and a duplicate original 
thereof is delivered personally or by mail to the Dealership Location. This 
Agreement shall bind Dealer and the other parties hereto only when it is 
signed by: a duly authorized officer or executive of Dealer or such party if 
a corporation; one of the general partners of Dealer or such party if a 
partnership; or Dealer or such party if an individual.

     ARTICLE THIRTEENTH: Amendments to Standard Provisions

     (a)  Section 1.0 of the Standard Provisions is hereby amended to read as
follows:

     "O. 'Principal Owners(s)' shall mean the persons named as Dealer Principal
in the Final Article of this Agreement upon whose personal qualifications,
expertise, integrity, experience, ability and representations Seller has relied
in entering into this Agreement."

     (b)  Section 6.1 of the Standard Provisions is hereby amended to read as
follows:

     "Seller shall have the right, at all reasonable times during regular
business hours, to inspect the Dealership Facilities and to examine, audit and
make and take copies of all records, 



                                       12

<PAGE>

accounts and supporting data relating to the sale, sales reporting, service 
and repair of Nissan Products by Dealer. whenever possible, Seller shall 
attempt to provide Dealer with advance notice of an audit or examination of 
Dealer's operations. Seller shall also have the right, at all reasonable 
times during regular business hours and upon advance notice, to examine, 
audit and make and take copies of all records, accounts and supporting data 
of CCAR relating to the business, ownership or operations of Dealer."

     (c)  Section 12.A.(1) of the Standard Provisions is hereby amended to read
as follows:

     "(1) Any actual or attempted sale, transfer, assignment or delegation, 
whether by operation of law or otherwise, by Dealer or CCAR of any interest 
in or right, privilege or obligation under this Agreement, or of the 
principal assets necessary for the performance of Dealer's responsibilities 
under this Agreement, without, in either case, the prior written consent of 
Seller having been obtained, which consent shall not be unreasonably 
withheld;"

     (d)  Section 12.A.(3) of the Standard Provisions is hereby amended to read
as follows:

     "(3) Removal, resignation, withdrawal or elimination from Dealer for any 
reason of the Executive Manager, or removal, resignation, withdrawal or 
elimination from Dealer of Gilliland as Chairman, or removal, resignation, 
withdrawal or elimination from Dealer of Robbins as President or Executive 
Manager; provided, however, in each case, Seller shall give Dealer a 
reasonable period of time within which to replace such person with a 
individual satisfactory to Dealer as the case may be, and Seller in 
accordance with Article Fourth of this Agreement; or the failure of Dealer to 
retain an Executive Manager who, in accordance with Article Fourth of this 
Agreement, in Seller's reasonable opinion, is competent, possesses the 
requisite qualifications for the position, and who will act in a manner 
consistent with the continued interests of both Seller and Dealer."

     (e)  Section 12.B.(2)(i) of the Standard Provisions is  hereby amended 
to read as follows:

     "(i) any dispute, disagreement or controversy between or among Dealer, 
CCAR or and any third party or between the owners and management personnel of 
Dealer relating to the management or ownership of Dealer, CCAR develops or 
exists which, in the reasonable judgment of Seller, tends to adversely affect 
the conduct of the Dealership Operations or the interests of Dealer or 
Seller; or"

     (f)  Section 12.B.(2)(ii) of the Standard Provisions is hereby amended to
read as follows:

     "(ii) any other act or activity of Dealer, CCAR or, or any of their 
owners or management occurs, which substantially impairs the reputation or 
financial standing of Dealer or any of its management subsequent to the 
execution of this Agreement:"

     (g)  Section 3.B.I. of the Standard Provisions is hereby amended to read 
as follows:

     "1. Achievement of reasonable sales objectives which may be established 
from time to time by Seller for Dealer as standards for performance, which, 
because Dealer has indicated that the public structure of ownership of 
Dealer's parent, CCAR, will not impair Dealer's operations and may, even 
enhance Dealer's operations and performance, will include the requirement 
that Dealer achieve at least regional average for sales penetration, Nissan 
Purchase Index ("NPI") and Nissan Service Index ("NSI") and must maintain at 
least regional average sales penetration, NPI and NSI at all times 
thereafter. CCAR and Dealer understand and agree, in addition to 



                                       13

<PAGE>


Seller's right to terminate under Section 12 of this Agreement, that Seller 
will not consider any application for additional Nissan dealerships until 
there is compliance with this provision.

                                  FINAL ARTICLE

The Dealer is Performance Nissan, Inc., a corporation formed under the laws 
of the State of Oklahoma. Dealer is located in Midwest City, OK.

The other parties to this Agreement are Cross-Continent Auto Retailers, Inc., 
a corporation incorporated under the laws of the state of Delaware ("CCAR), 
Bill A. Gilliland ("Gilliland"), Emmett M. Rice, Jr. ("Rice") and Michael 
Robbins ("Robbins").

The Dealer Principal is Emmett M. Rice, Jr.

The Executive Manager of Dealer is Michael Robbins.


     Expiration Date:                        October 1, 1999
     Working Capital Guide Requirement:      $  382,706
     Net Worth Guide Requirement:            $  507,820
     Flooring Line:                          $ 1,212,841



                                       14

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
triplicate effective as of the 23rd day of September, 1996 at Carson,
California.

               SELLER:
               NISSAN DIVISION
               NISSAN MOTOR DIVISION CORPORATION IN USA



By: /s/ NAME ILLEGIBLE                    By: /s/  J.C. FASSINO
   ----------------------------------         --------------------------------
Its: Vice President Nissan Division       Its: Regional Vice President


PERFORMANCE NISSAN, INC.


By:  /s/ BILL A. GILLILAND
     --------------------------------
Its: President
     --------------------------------


CROSS-CONTINENT AUTO RETAILERS, INC.


By:  /s/ BILL A. GILLILAND
     --------------------------------
Its: Chairman & CEO
     --------------------------------





       /s/ EMMETT M. RICE, JR.                            
-------------------------------------
       EMMETT M. RICE, JR.




        /s/ MICHAEL ROBBINS
-------------------------------------
          MICHAEL ROBBINS



       /s/ BILL A. GILLILAND
-------------------------------------
         BILL A. GILLILAND









                                      15
<PAGE>
                                                                       Exhibit B




                            INDEMNIFICATION AGREEMENT



     INDEMNIFICATION AGREEMENT ("Agreement"), made this 23rd day of September 
1996 between Cross-Continent Auto Retailers, Inc., a Delaware corporation the 
address of which is 1201 South Taylor Street, Amarillo, Texas 79101 
("C-Car"), BILL A. GILLILAND, an individual with an address at 1201 South 
Taylor Street, Amarillo, Texas 79101, ("Gilliland") (C-Car and Gilliland are 
hereinafter referred to as the "Indemnitors") and Nissan Motor Corporation in 
U.S.A., a corporation the address of which is 18501 South Figueroa Street, 
P.O. Box 191, Gardena, CA 90248-0191 ("Nissan").

WITNESSETH

     WHEREAS, C-Car was formed in May, 1996 and in June 1996 acquired all of 
the capital stock of various automobile dealerships, including Quality 
Nissan, Inc. of Amarillo Texas ("Quality Nissan") and Performance Nissan, 
Inc. of Midwest City, Oklahoma ("Performance Nissan') (Quality Nissan and 
Performance Nissan will be collectively referred to in this Agreement as "the 
Dealerships").

      WHEREAS, C-Car intends to offer and sell approximately 3,675,000 shares 
of C-Car (the "Shares") in a public offering pursuant to the Securities Act 
of 1933, as amended (the "Act");

     WHEREAS, C-Car intends to use a portion of the proceeds from the public 
offering to acquire, among other things, a Dodge automobile dealership, repay 
debt and provide cash for working capital and general corporate purposes;

     WHEREAS, prior to the formation of and acquisitions by C-Car, Gilliland 
controlled the Dealerships, Gilliland will remain the principal stockholder 
of C-Car immediately following the public offering;

     WHEREAS, Nissan has consented to the transfer of the Dealerships, and 
has agreed to enter into a Nissan Dealer Sales and Service Agreement (the 
"Sales and Service Agreement")




                                       -1-

<PAGE>


with C-Car, Gilliland and the Dealerships whereby Gilliland and Emmett Rice 
Jr. will serve as Dealer Principals for Quality Nissan and Performance Nissan 
respectively and for which Kenneth Knight and Emmett Rice Jr. will serve as 
Executive Manager for Quality Nissan and Performance 'Nissan respectively;

     WHEREAS, Nissan is not involved in the public offering of the Shares and 
has no control over C-Car's activities in connection with that offering or 
the sale of the Shares; and

     WHEREAS, in recognition of Nissan's desire for complete protection 
against liability and potential legal action and in order to obtain Nissan's 
consent to the transfer of the Dealerships and the execution of the Sales and 
Service Agreement, the Indemnitors wish to provide in this Agreement for the 
indemnification of and the advancing of expenses to Nissan as set forth 
herein.

     NOW, THEREFORE, in consideration of the mutual promises made herein and 
for other good and valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, the parties hereby agree as follows:

     1.  INDEMNITY OF NISSAN

     The Indemnitors hereby agree to indemnify and hold harmless Nissan from 
and against any and all losses, liabilities, judgments, amounts paid in 
settlement, claims, damages and expenses whatsoever (collectively a "Claim"), 
including, but not limited to, any and all expenses whatsoever incurred 
investigating, preparing or defending against any litigation, commenced or 
threatened, to which Nissan may become subject under the Act, the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), the securities laws of 
any state (the "Blue Sky Laws"), any other statute or at common law or 
otherwise under the laws of any foreign country, arising in connection with 
the offer and sale of the Shares, including any claim based upon the 
allegation that Nissan is a "controlling person" within the meaning of 15 of 
the Act or 20(a) of the Exchange Act. In addition, the Indemnitors hereby 
agree to indemnify and hold harmless Nissan from any and all claims of the 
shareholders of C-Car with respect to any matter, PROVIDED, that if it is 
ultimately determined, based upon a final decision of a court, arbitrator or 
other authorized panel or a settlement entered into by the parties to the 
dispute and consented to by Nissan that Nissan


                                       -2-

<PAGE>

was liable for such Claim in whole or in part, the indemnification set forth 
herein shall be of no force or effect, and Nissan shall immediately reimburse 
the Indemnitors for any expenses advanced by the Indemnitors pursuant to 
paragraph 3 of this Agreement.

     2.  NOTIFICATION AND DEFENSE OF CLAIM

     (a)  If any claim is made or any litigation is commenced against Nissan 
in respect of which indemnity may be sought pursuant to this Agreement, 
Nissan shall promptly notify the Indemnitors in writing of the claim or the 
commencement of any such litigation, and the Indemnitors shall then assume 
the defense of any such litigation, including the employment and fees of 
counsel (reasonably satisfactory to Nissan) and the payment of all such 
expenses.

     (b)  Nissan shall have the right to employ its own counsel in any such 
case to oversee the litigation on behalf of Nissan, to consult with the 
attorneys engaged by the Indemnitors as to the proper handling of the 
litigation and to take such actions in connection with the litigation as are 
reasonably necessary to protect Nissan's interests. The Indemnitors shall pay 
the reasonable fees and expenses of not more than one additional Firm of 
attorneys for Nissan.

     (c)  The Indemnitors agree promptly to notify Nissan of the commencement of
any litigation against C-Car in connection with the issue and sale of the
Shares. C-Car and Nissan agree to cooperate with each other in the defense of
any litigation.

     (d)  The Indemnitors shall not be obligated to indemnify or reimburse 
Nissan under this Agreement for any amounts paid in settlement of any 
litigation effected without the Indemnitors' prior written consent. The 
Indemnitors shall not, in the defense of any such litigation, except with 
Nissan's prior written consent, consent to entry of any judgment or enter 
into any settlement which does not include as an unconditional term thereof 
the giving by the claimant or the plaintiff to Nissan of a release from all 
liability in respect to such litigation. Neither the Indemnitors nor Nissan 
shall unreasonably withhold its consent to any proposed settlement.

     3.  ADVANCEMENT OF EXPENSES

     The Indemnitors agree that they will pay any and all expenses incurred 
by Nissan in defending any claim, civil or criminal action, suit or 
proceeding against Nissan in advance of the 


                                       -3-
<PAGE>

time such expenses are due. With respect to legal fees and disbursements of 
Nissan's attorneys, the Indemnitors will pay such attorneys an advance 
retainer of up to $20,000 and will pay additional fees and expenses of such 
attorneys in increments of not more than $20,000 periodically in advance of 
the dates that such fees and expenses are incurred.

     4.   ENFORCEMENT

     (a)  The Indemnitors expressly confirm and agree that they have entered 
into this Agreement and assume the obligations imposed on them in order to 
induce Nissan to consent to the transfer of the Dealerships and to execute 
the Sales and Service Agreement and acknowledge that Nissan is relying upon 
this Agreement, and other promises, to grant such consent. (b) In the event 
Nissan is required to bring any action to enforce rights or to collect moneys 
due under this Agreement and is successful in such action, the Indemnitors 
shall reimburse Nissan for all of Nissan's reasonable fees and expenses in 
bringing and pursuing such action.

     5.  SUBROGATION

     (a)  In the event of payment under this Agreement, the Indemnitors shall 
be subrogated to the extent of such payment to all of the rights of recovery 
of Nissan, which shall execute all papers required and shall do everything 
that may be necessary to secure such rights, including the execution of such 
documents necessary to enable the Indemnitors effectively to bring suit to 
enforce such rights.

     (b)  The Indemnitors shall not be liable under this Agreement to make 
any payment in connection with any Claim or litigation made against Nissan to 
the extent Nissan has otherwise actually received payment (under any 
insurance policy or otherwise) of the amounts otherwise indemnifiable 
hereunder, provided, that nothing contained in this Agreement shall be deemed 
to require Nissan to notify its insurance carriers with respect to any Claim 
or litigation or to seek payments from such carriers with respect to such 
Claim or litigation.

     6.  MISCELLANEOUS

     (a)  This Agreement shall be interpreted and construed in accordance 
with the laws of the State of New York, without giving effect to the conflict 
of law rules.



                                       -4-

<PAGE>

     (b)  This Agreement shall be binding upon and inure to the benefit of 
C-Car, Gilliland and Nissan and their respective legal representatives, 
successors and assigns.

     (c)  No amendment, modification or termination of this Agreement shall be
effective unless in writing and signed by both parties hereto.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date First above written.

                                   CROSS-CONTINENT AUTO RETAILERS, INC.
          
          

                                   By: /s/ BILL A. GILLILAND
                                      ------------------------------------
                                   its         Chairman & CEO


                                   By:    
                                      ------------------------------------
                                             Vice President & CEO

                                        /s/ BILL A. GILLILAND
                                      ------------------------------------
                                       BILL A. GILLILAND, Individually


                                 


                                        NISSAN MOTOR CORPORATION U.S.A.


                                    By:      NAME ILLEGIBLE
                                       -----------------------------------
                                     Title: Vice President, Nissan Division




                                    By:  /s/ J.C. FASSINO
                                       ------------------------------------
                                         Title: Regional Vice President