<PAGE>
                                     Exhibit 2.11

                               STOCK PURCHASE AGREEMENT


    THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 8th day of October, 1997, by and among CROSS-CONTINENT AUTO RETAILERS, INC.
("Purchaser"), a Delaware corporation; THE CHAISSON FAMILY TRUST R-501 (the
"Seller"); and JRJ INVESTMENTS, INC. (the "Company"), a Nevada corporation.
 
                                       RECITALS

    A.   The Company owns and operates a dealership known as "Chaisson Motor
Cars," located at 2333 S. Decatur, Las Vegas, Nevada (the "Las Vegas
Dealership"), and a dealership known as "Chaisson BMW," located at 261 Auto Mall
Drive, Henderson, Nevada (the "Henderson Dealership"); hereinafter referred to
individually as a "Dealership" and collectively as the "Dealerships."
    
    B.   The Company has been granted and operates the following new automobile
manufacturer's franchises at the Las Vegas Dealership:

         1.  Land Rover,
         2.  Jaguar,
         3.  Volkswagen,
         4.  Audi,
         5.  Bentley and Rolls Royce, and
         6.  BMW;

and has been granted a Satellite Location Addendum to its dealer agreement with
BMW to operate a BMW new automobile manufacturer's franchise at the Henderson
Dealership.  Pursuant to the Satellite Location Addendum, the Henderson
Dealership will be the primary BMW location and the Las Vegas Dealership will be
the satellite location.   
    
    C.   The Company leases the premises (the "Las Vegas Premises") on which
the Las Vegas Dealership is located pursuant to a lease agreement with JRJ
Properties, a Nevada general partnership (the "Las Vegas Lease").

    D.   The Company leases the premises (the "Henderson Premises") on which
the Henderson Dealership is located pursuant to a lease agreement with the
Seller (the "Henderson Lease").

    E.   Seller owns a tract of approximately 2.5 acres (the "2.5 Acre Tract")
adjacent to the Henderson Premises and having an address of 251 Auto Mall Drive.

    F.   The Seller is the owner of all of the issued and outstanding shares of
capital stock of the Company (the "Shares").

<PAGE>

    G.   Subject to the terms and conditions set forth in this Agreement,
Purchaser desires to purchase all of the Shares, and Seller desires to sell all
of the Shares to Purchaser.

                                      AGREEMENT

    In consideration of the mutual covenants, agreements, representations, and
warranties set forth in this Agreement, Purchaser, Seller, and the Company agree
as follows:

         1.   PURCHASE AND SALE OF THE SHARES.  Subject to and upon the terms
and conditions of this Agreement, at the Closing (hereinafter defined) Seller
shall sell, transfer, convey, assign, and deliver to the Purchaser, and
Purchaser shall purchase, acquire and accept from Seller, all of the Shares,
free and clear of all security interests, liens, claims, agreements,
encumbrances, or restrictions of any kind, whether written or oral.

         2.   PURCHASE PRICE.  The purchase price to be paid by Purchaser to
Sellers for the Shares  shall be $17,760,000 (the "Purchase Price"), subject to
the adjustment set forth in Paragraph 3 of this Agreement.  

         3.   ADJUSTMENT TO THE PURCHASE PRICE.  In the event the Net Worth
(hereinafter defined)  is more or less than $3,000,000, the Purchase Price shall
be increased or decreased by an amount equal to the difference between
$3,000,000 and the Net Worth.  As used in this Agreement, the term "Net Worth"
shall mean the net worth of the Company as shown as total shareholders' equity
on the balance sheet of the Company, as adjusted by the Net Worth Adjustments
(hereinafter defined), as of the last business day prior to the Closing.

         4.   PAYMENT OF PURCHASE PRICE.   At Closing Purchaser shall pay the
Purchase Price, as adjusted, as follows:

              a.   $13,000,000, plus or minus the amount of any increase or
                   reduction in the Purchase Price in accordance with paragraph
                   3 hereof, by cashier's check or other immediately available
                   funds (the "Cash"); 

              b.   Purchaser shall execute and deliver a promissory note to
                   Seller in the original principal amount of $2,760,000 (the
                   "Note"), bearing interest on the unpaid principal at eight 
                   percent (8%) per annum, payable in sixty (60) equal monthly
                   installments of principal and interest in the amount of
                   $55,962 per month.  The Note shall be in the form of Exhibit
                   "A" hereto.

              c.   Purchaser shall issue to Seller 128,205 shares of restricted
                   common stock (the "Restricted Stock"); provided, however,
                   that if the closing price for Purchaser's common stock on
                   the first anniversary of the Closing Date is less than
                   $15.60 per share, Purchaser shall either (i) issue to Seller
                   shares of its fully registered, unrestricted common stock
                   (the "Unrestricted Shares") so that the aggregate value of
                   the Restricted Shares and the Unrestricted Shares issued to
                   Seller 


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<PAGE>

                   (based on the closing price for Purchaser's common stock on
                   the first anniversary of the Closing Date) shall equal 
                   $2,000,000, or (ii) pay to Seller in the form of a cashier's
                   check or other immediately available funds an amount equal 
                   to the difference between $2,000,000 and the product of the
                   number of Restricted Shares that are required to be issued
                   to Seller on the Closing Date times the closing price for 
                   Purchaser's common stock on the first anniversary of the 
                   Closing Date.

                   Purchaser shall not issue any fractional shares and shall
                   pay Seller cash in lieu of any fractional shares based on a
                   price of $15.60 per share or the closing price of
                   Purchaser's common stock as quoted in THE WALL STREET
                   JOURNAL on the first anniversary of the Closing Date,
                   whichever date is applicable.

                   The certificates representing any Restricted Shares that are
                   issued to Seller shall bear a restrictive legend that the
                   stock has not been registered under applicable federal and
                   state securities laws.  It is understood and agreed that
                   Purchaser has not agreed to register the Restricted Shares
                   that is to be issued to Seller.

         5.   CLOSING.  Subject to the terms and conditions set forth in this
Agreement, the closing ("Closing") of the purchase and sale of the Shares shall
take place at the offices of Jones, Jones, Close & Brown, Chartered, 3773 Howard
Hughes Parkway, Third Floor South, Las Vegas, Nevada 89109, or at such other
place as may be mutually agreed upon by Purchaser and Seller, on the earlier of
(i) as soon as practicable following the date on which all conditions to the
obligations of the parties hereunder (other than those requiring the taking of
action at the Closing) have been satisfied or waived, or (ii) November 3, 1997,
subject to the mutual agreement of the parties to select another date.  The date
on which the Closing is to occur is hereinafter referred to as the "Closing
Date."

         6.   TRANSACTIONS AT CLOSING.  The following transactions shall take
place at Closing:

              a.   DELIVERIES BY SELLER.  The Seller shall deliver the
                   following to the Purchaser:

                   (i)     Stock certificates representing the Shares in duly
                           transferrable form;

                   (ii)    Such other documents and instruments as Purchaser
                           may reasonably request in order to vest in Purchaser
                           good and marketable title to the Shares and to any
                           and all right, title, interest or claim of any kind
                           that Seller may have in the properties, assets or
                           business of the Company;

                   (iii)   The Las Vegas Lease, the Henderson Lease, and a
                           lease of the 2.5 acre tract (the "2.5 Acre Lease"),
                           in the forms of Exhibits "B," "C," and "D" hereto
                           (collectively, the "Leases");


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<PAGE>

                   (iv)    Copies of resolutions of the Board of Directors of
                           the Company, duly certified by its Secretary, in
                           form reasonably satisfactory to Purchaser's counsel,
                           authorizing the execution, delivery and performance
                           of this Agreement and all other documents to which
                           the Company is a party as contemplated hereby, and
                           all actions to be taken by the Company hereunder and
                           thereunder;

                   (v)     A Seller's certificate in the form of Exhibit "E"
                           hereto, duly executed by the Seller and the Company;

                   (vi)    An opinion of counsel to the Seller, in the form of
                           Exhibit "F" hereto;

                   (vii)   An Investment Letter executed by Seller, in the form
                           of Exhibit "G" hereto;

                   (vii)   A Registration Rights Agreement (the "Registration
                           Rights Agreement") executed by Seller, in the form
                           of Exhibit "H" hereto;

                   (ix)    The Seller's Escrow Agreement;

                   (x)     Any instruments and other documents specifically
                           required by this Agreement, to which Seller or the
                           Company is a party, that are not otherwise set forth
                           in this subparagraph 6(a); and 

                   (xi)    Any other instruments or documents deemed reasonably
                           necessary or desirable by the Purchaser in order to
                           consummate the transactions contemplated hereby.

              b.   DELIVERIES BY PURCHASER.  The Purchaser shall deliver the
following to the Seller:

                   (i)     The Cash, the Note, and a stock certificate
                           representing the Restricted Shares;

                   (ii)    Copies of resolutions of the Board of Directors of
                           the Purchaser, duly certified by its Secretary, in
                           form reasonably satisfactory to Seller's counsel,
                           authorizing the execution, delivery and performance
                           of this Agreement and all other documents to which
                           the Purchaser is a party as contemplated hereby, and
                           all action to be taken by Purchaser hereunder and
                           thereunder;

                   (iii)   The Registration Rights Agreement executed by
                           Purchaser;


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<PAGE>

                   (iv)    A Purchaser's Certificate in the form of Exhibit I
                           hereto, duly executed by the Purchaser;

                   (v)     An opinion of counsel to the Purchaser, in the form
                           of Exhibit J hereto;

                   (vi)    The Employment Agreements referenced in subparagraph
                           7(o);

                   (vii)   Any instruments and other documents specifically
                           required by this Agreement, to which Purchaser is a
                           party, that are not otherwise set forth in this
                           subparagraph 6(b); and

                   (viii)  Any other instruments or documents deemed reasonably
                           necessary or desirable by the Seller in order to
                           consummate the transactions contemplated hereby.
    
         7.   REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY.  
The Seller and the Company jointly and severally represent and warrant to
Purchaser, effective as of the date of this Agreement and again at Closing, each
of the following:

              a.   AUTHORITY AND BINDING AGREEMENT.  Seller has the legal power
                   and capacity to enter into this Agreement and to perform its
                   obligations hereunder.  This Agreement has been duly and
                   validly executed and delivered by Seller and the Company and
                   is a valid and binding obligation of Seller and the Company
                   (relating to those certain agreements of the Company
                   contained in this Agreement), enforceable against Seller and
                   the Company in accordance with its terms, except as the
                   enforceability thereof may be limited by bankruptcy,
                   insolvency, reorganization, moratorium or other similar laws
                   relating to the enforcement of creditors' rights generally
                   and by general principles of equity (regardless of whether
                   such enforceability is considered in a proceeding in equity
                   or at law).  Seller has (i) good and marketable title to the
                   Shares, free and clear of any security interests, liens,
                   claims, agreements, encumbrances, or restrictions of any
                   kind, and (ii) the complete and unrestricted right, power,
                   and authority to sell, transfer, and assign the Shares in
                   accordance with this Agreement.

              b.   ORGANIZATION AND STANDING.   Seller is duly formed, validly
                   existing, and  in good standing under the laws of the State
                   of Nevada and has all necessary power and authority to own
                   the Shares. The Company is duly incorporated, is validly
                   existing, and is in good standing under the laws of the
                   State of Nevada and has all necessary power and authority to
                   own, lease, and operate its properties and assets and to
                   conduct its business as its business is now being conducted. 
                   Seller has delivered to Purchaser complete and accurate
                   copies of the Company's articles of incorporation and
                   bylaws, including all amendments thereto and have made
                   available to Purchaser its minute book and stock records. 
                   At Closing, 


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<PAGE>

                   Schedule 7(b) will set forth a complete and accurate list 
                   of all officers, directors and assumed or fictitious names
                   of the Company as of the date of this Agreement.  The 
                   Company is qualified to do business and is in good standing
                   in each state in which it transacts business. The Company 
                   does not have any subsidiaries nor any direct or indirect 
                   equity interest in any corporation, partnership, or other 
                   entity.  The Company is a "small business corporation" and 
                   has maintained a valid election to be an "S" corporation 
                   under Subchapter S of the Internal Revenue Code of 1986, 
                   as amended.

              c.   CAPITALIZATION.  The authorized capital stock of the Company
                   consists of 2,500 shares of common stock, having no par
                   value.  On the date hereof, Seller owns beneficially and of
                   record 100 shares of common stock of the Company, which
                   comprises the Shares.  The Shares (i) constitute all of the
                   issued and outstanding shares of capital stock of the
                   Company, (ii) have been validly authorized and issued, (iii)
                   are fully paid and nonassessable, (iv) have not been issued
                   in violation of any preemptive rights or of any federal or
                   state securities laws, and (v) are not subject to any
                   agreement that relates to the voting or control of any of
                   the Shares. There are and will be on the Closing Date no
                   outstanding subscriptions, options, rights, warrants,
                   convertible securities, or any other agreements or
                   commitments obligating the Company to issue, deliver, or
                   sell any additional shares of its capital stock of any class
                   or any other securities of any kind.  There are no bonds,
                   debentures, notes, or other indebtedness or securities of
                   the Company having the right to vote on any matters on which
                   the shareholders of the Company may vote.  There are no
                   outstanding rights, agreements, or arrangements of any kind
                   obligating the Company to repurchase, redeem, or otherwise
                   acquire any shares of capital stock or other voting
                   securities of the Company.

              d.   NO CONFLICTS.  Neither the execution and delivery of this
                   Agreement nor the fulfillment of or compliance with the
                   terms and provisions hereof will (i) violate, conflict with,
                   or result in a breach of the terms, conditions or provisions
                   of, or constitute a default  or an event which, with notice
                   or lapse of time or both, would constitute a default under,
                   (y) the articles of incorporation or bylaws of the Company,
                   or (z) any contract, agreement, mortgage, deed of trust, or
                   other instrument or obligation to which the Seller or the
                   Company is a party or by which either of them is bound,
                   except for agreements between the Company and the respective
                   manufacturers (or the authorized sales/distributor entities
                   directly or indirectly owned by the respective
                   manufacturers) of Land Rover, Volkswagen, Audi, Bentley and
                   Rolls Royce or BMW (individually, a "Manufacturer" and
                   collectively, the "Manufacturers"), which require the
                   consent of the Manufacturer; (iii) other than with respect
                   to obtaining the consents referenced in subparagraph 7(e)(i)
                   and (iii), violate any provision of any applicable law or
                   regulation or of any order, decree, writ or injunction of
                   any court or governmental body, or (iv) result in the
                   creation or imposition of 


                                       6

<PAGE>

                   any lien, charge, restriction, security interest or 
                   encumbrance of any kind whatsoever on any property or asset
                   of the Company or on the Shares. 

              e.   CONSENTS.  No consent or approval by, or any notification
                   of or filing with, any governmental entity or agency or any
                   other person or entity is required in connection with the
                   execution, delivery or performance of this Agreement by
                   Seller or the Company, other than consent from (i) the
                   Nevada Department of Motor Vehicles, (ii) the Manufacturers,
                   or (iii) the Federal Trade Commission (the "FTC") and the
                   United States Department of Justice (the "Justice
                   Department") under the Hart-Scott-Rodino Act.

              f.   REAL PROPERTY.  At Closing, Schedule 7(f) will set forth a
                   complete and accurate (i) legal description of all real
                   property owned by the Company, and (ii) description of each
                   lease or sublease of real property under which the Company
                   holds a leasehold interest.  Each of the leases and
                   subleases and subleases are in full force and effect and
                   constitutes a legal, valid and binding obligation of the
                   parties thereto.  The Company has performed the covenants
                   required to be performed by it under each of the leases and
                   subleases to which it is a party and is not in default under
                   any of the leases or subleases to which it is a party.  To
                   the best of Seller's and the Company's knowledge, the zoning
                   of each tract of real property owned, leased or otherwise
                   utilized by the Company permits the presently existing
                   improvements and the continuation of the business presently
                   being conducted on such real property.  To the best of
                   Seller's and the Company's knowledge, there are no pending
                   or proposed changes to such zoning or of any pending or
                   proposed condemnation action, affecting any real property
                   owned, leased or otherwise utilized by the Company. 

              g.   TANGIBLE PERSONAL PROPERTY.  At Closing, Schedule 7(g) will
                   set forth a complete and accurate description of (i) all
                   equipment, furniture, fixtures, and other tangible personal
                   property (other than inventory) owned by the Company, and
                   (ii) each lease of personal property under which the Company
                   holds a leasehold interest.  Each of the leases is in full
                   force and effect and constitutes a legal, valid, and binding
                   obligation of the parties thereto.  The Company has
                   performed the covenants required to be performed by it under
                   each of the leases to which it is a party and is not in
                   default under any of the leases to which it is a party.  To
                   the best of Seller's and the Company's knowledge, the
                   Tangible Personal Property (hereinafter defined) is in good
                   repair and operating condition, has been regularly and
                   properly maintained and fully serviced, and is suitable for
                   the purposes for which it is presently being used.  All
                   Tangible Personal Property described on Schedule 7(g) shall
                   be at one or the other of the Dealerships, in good working
                   order and condition, and free and clear of all liens and
                   other encumbrances.  As used in this Agreement, the term
                   "Tangible Personal Property" shall mean all tangible
                   personal property that is listed on the appraisal of
                   Marshall & Stevens, dated February 14, 1997, together with
                   that 


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<PAGE>

                   certain schedule of Additions/Deductions to Marshall &
                   Stevens Appraisal previously agreed to by and between the
                   Company and Purchaser (the "Appraisal"), adjusted to include
                   those items of tangible personal property acquired by the
                   Company and to exclude those items of tangible personal
                   property disposed of by the Company, in the ordinary course
                   of business subsequent to the Appraisal, owned by the
                   Company on the Closing Date.

              h.   INVENTORIES.  At Closing, Schedule 7(h) will set forth a
                   complete and accurate description of the New Vehicle
                   Inventory (hereinafter defined), Used Vehicle Inventory
                   (hereinafter defined), and Parts and Accessories Inventory
                   (hereinafter defined).  As used in this Agreement, the term
                   "New Vehicle Inventory" shall mean all new vehicles and
                   demonstrators having less than 6,000 miles on the odometer
                   owned by the Company on the Closing Date; and the term "Used
                   Vehicle Inventory" shall mean all used vehicles and
                   demonstrators having 6,000 miles or more on the odometer
                   owned by the Company on the Closing Date; and the term
                   "Parts and Accessories Inventory" shall mean all parts and
                   accessories purchased from the Manufacturers or other
                   reputable suppliers and owned by the Company on the Closing
                   Date. To the best of Seller's and the Company's knowledge,
                   each inventory of the Company consists of goods of a
                   quality and in quantities that are saleable in the ordinary
                   course of the Company's business with normal mark-up at
                   prevailing market prices.  All parts and accessories in the
                   Parts and Accessories Inventory are in returnable condition,
                   are undamaged parts and accessories, are still in the
                   original, resalable merchandising package, are in unbroken
                   lots, are listed for sale in the current dealer parts and
                   accessories price schedule of each Manufacturer or other
                   supplier, and were purchased directly from the Manufacturers
                   or other reliable suppliers.

              i.   LICENSES AND PERMITS.  At Closing, Schedule 7(i) will set
                   forth a complete and accurate description of all permits,
                   licenses, franchises, certificates, and similar items and
                   rights, owned or held by the Company (hereinafter
                   collectively referred to as the "Licenses and Permits"). 
                   The Licenses and Permits (i) are adequate for the operation
                   of the Company's business, and (ii) are valid and in full
                   force and effect, except as set forth on Schedule 7(i).
                   Other than with respect to obtaining the consents referenced
                   in subparagraph 7(e), no additional permit, license,
                   franchise, certificate, or similar item or right is required
                   by the Company for the operation of its business.

              j.   INTELLECTUAL PROPERTY.  At Closing, Schedule 7(j) will set
                   forth a complete and accurate description of all
                   intellectual property presently in use by the Company, which
                   intellectual property includes (without limitation) software
                   patents, trademarks, tradenames, service marks, copyrights,
                   trade secrets, customer lists, inventions, formulas,
                   methods, processes, advertising materials, Internet sites,
                   and any other proprietary information or property
                   ("Intellectual Property").  There are no outstanding
                   licenses or consents to third parties granting the right 


                                       8

<PAGE>

                   to use any Intellectual Property owned by the Company.  To 
                   the best of Seller's and the Company's knowledge, no
                   Intellectual Property used by the Company infringes on any
                   rights owned or held by any other person or entity, and no
                   person is infringing on the rights of the Company in any
                   Intellectual Property used by the Company.  Any royalties or
                   fees  payable by the Company to any third party by reason of
                   the use of any Intellectual Property by the Company is set
                   forth on Schedule 7(j).  No additional Intellectual Property
                   is required by the Company for the continued operation of
                   its business, in the manner now conducted.

              k.   TITLE TO PROPERTIES AND ENCUMBRANCES.  Other than with
                   respect to obtaining the consents referenced in subparagraph
                   7(e), the Company has good and marketable title to (or, (i)
                   in the case of leased property, valid and subsisting
                   leasehold interests in, and (ii) in the case of Intellectual
                   Property, a valid right  to use) all of its properties and
                   assets, including (without limitation) the properties and
                   assets that will be listed on Schedules 7(f), 7(g), 7(h),
                   7(i) and 7(j).  The properties and assets of the Company are
                   subject to no liens, deeds of trust, mortgages,
                   encumbrances, conditional sales agreements, security
                   interests, claims, or restrictions of any kind or character,
                   except for (i) the encumbrances that will be listed on
                   Schedule 7(k) to which Purchaser consents, and (ii) liens
                   for current taxes not yet due and payable or for taxes the
                   validity of which are being contested in good faith by
                   appropriate proceedings. 

              l.   FINANCIAL STATEMENTS.  The Company has delivered to the
                   Purchaser copies of balance sheets for the Company dated
                   August 31, 1997 (the "Balance Sheet Date"), and statements
                   of income and retained earnings for the periods ending
                   August 31, 1997 (hereinafter collectively referred to as the
                   "Financial Statements").  The Financial Statements are
                   unaudited.  To the best of Seller's and the Company's
                   knowledge, (i) the Financial Statements fairly present the
                   financial condition of the Company at the dates mentioned
                   and the results of its operations for the periods specified
                   and were prepared in accordance with its normal and
                   customary accounting procedures; and (ii) the balance sheet
                   in the Financial Statements (y) discloses all of the debts,
                   liabilities, and obligations of any nature (whether
                   absolute, accrued, contingent, or otherwise, and whether due
                   or to become due) of the Company as of the Balance Sheet
                   Date and (z) includes appropriate reserves for all taxes and
                   other liabilities accrued or due at such dates but not yet
                   paid.

              m.   INDEBTEDNESS FOR BORROWED MONEY AND GUARANTIES.  At
                   Closing, Schedule 7(m) will set forth a complete and
                   accurate description of the Company's indebtedness for
                   borrowed money.  Seller has delivered to the Purchaser
                   complete and accurate copies of all instruments evidencing
                   or relating to the Company's indebtedness for borrowed
                   money.  To the best of Seller's and the Company's knowledge,
                   the Company is not in default or violation of any 


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<PAGE>

                   provision of any agreement evidencing or relating to its 
                   indebtedness for borrowed money.  Schedule 7(m) will also set
                   forth a complete and accurate list of (i) all guaranties by 
                   the Company of any obligation or liability of any person or
                   entity, including (without limitation) any guaranties of
                   installment sales contracts or leases, (ii) all warranties
                   on vehicles that have been sold by the Company for the last
                   three (3) years for which there is any contingency of
                   liability for the Company, and (iii) all loans from the
                   Company to any person or entity.

              n.   TAX MATTERS.  To the best of  Seller's and the Company's
                   knowledge, (i) the Company has filed or will file all
                   federal, state, local and foreign tax returns and tax
                   reports required to be filed by it for periods ending on or
                   prior to the Closing Date; (ii) all such returns and reports
                   are and will be correct and complete in all material
                   respects; and (iii) all federal, state, local, and foreign
                   income, profits, franchise, property, excise, sales, use,
                   occupation, payroll, employment, and other taxes and
                   assessments for periods ending on or prior to the Closing
                   Date that are or will be due and payable by the Company on
                   or before the Closing have been or will be properly
                   computed, duly reported, fully paid, and discharged.  Seller
                   has no actual knowledge of any unpaid taxes that require
                   payment by the Company, except for current taxes not yet due
                   and payable.  To the best of Seller's and the Company's
                   knowledge, (i) no issues have been raised in writing with
                   the Company by the Internal Revenue Service or any other
                   taxing authority in connection with any tax return or tax
                   report filed by the Company, and (ii) the Company has not
                   executed any waiver of the statute of limitations on the
                   assessment or collection of any tax.  Seller agrees to
                   indemnify and hold harmless the Purchaser with respect to
                   any income or other tax (and any penalties and interest
                   payable with respect thereto) reportable and payable by
                   Seller or the Company which arise from the operation of the
                   Company prior to Closing or arise as a result of the
                   transactions contemplated by this Agreement.

              o.   TRANSACTIONS SINCE THE BALANCE SHEET DATE.  Since the
                   Balance Sheet Date, except as set forth on Schedule 7(o):
                   (i) other than negotiating three (3) year written employment
                   agreements to be executed on or before the Closing Date (the
                   "Employment Agreements") with each of James J. Chaisson,
                   Jr., John P. Chaisson, and Ryan A. Cook (individually, a
                   "Key Employee" and collectively, the "Key Employees"), the
                   Company has not incurred any debts, liabilities, or
                   obligations, except current liabilities in the ordinary
                   course of business; discharged or satisfied any liens or
                   encumbrances, or paid any debts, liabilities, or
                   obligations, except in the ordinary course of business;
                   mortgaged, pledged, or otherwise subjected to any lien or
                   other encumbrance any of its properties or assets; canceled
                   any debt or claim; sold or transferred any properties or
                   assets, except the Jaguar Assets (hereinafter defined) and
                   sales from inventory in the ordinary course of business; nor
                   entered into any transaction other than in the 


                                      10

<PAGE>

<PAGE>

                   ordinary course of business; (ii) other than with respect to
                   the Jaguar Assets, there has not been any material adverse
                   change in the  business, operations, properties, assets,
                   revenues, earnings, liabilities, or condition (financial or
                   otherwise) of the Company; (iii) there has not been any
                   declaration, setting aside or payment of any dividend or
                   other distribution in respect of, or any direct or indirect
                   redemption, purchase or other acquisition of, any of the
                   capital stock of the Company; (iv) the Company has not
                   issued or sold or contracted to issue or sell any stock,
                   securities or options, of any nature whatsoever; (v) the
                   Company has  not increased the compensation, commissions,
                   bonuses, or other remuneration payable to any officer,
                   director, employee, or to any other person or entity,
                   whether now or hereafter payable, including any increase
                   pursuant to any pension, profit-sharing or other plan or
                   commitment, (vi) there has not been any damage, destruction
                   or loss (whether or not covered by insurance) affecting any
                   asset or property of the Company; (vii) the Company has not
                   made any capital expenditure or capital expenditure
                   commitment, individually or in the aggregate, in excess of
                   $25,000.00; (viii) the Company has not made any loan or
                   advance to any person or entity or guaranteed any obligation
                   or liability of any person or entity, including (without
                   limitation) any guaranties of any installment sales
                   contracts or leases, other than as will be set forth on
                   Schedule 7(m); (ix) the Company has not given any
                   indemnifications to any person or entity; (x)  the Company
                   has not acquired any properties or assets other than in the
                   ordinary course of business; (xi) the Company has not made
                   any change in its method of accounting or accounting
                   practices, including (without limitation) any change in
                   depreciation or amortization policies or rates; (xii) the
                   Company  has  not granted any waiver or release of any claim
                   or right held by it; (xiii) the Company has not amended or
                   terminated any material contract, agreement, or license to
                   which it is a party; (xiv) the Company has not made any
                   material write-down of the value of any asset of the Company
                   or any material write-off as uncollectible of any account
                   receivable or note receivable; (xv) the Company has not
                   changed its past practices in the acquisition or sale of its
                   new vehicle, used vehicle, or parts and accessories
                   inventories; and (xvi) the Company has not agreed, in
                   writing or otherwise, to do or permit any of the foregoing;

              p.   LITIGATION.  At Closing, Schedule 7(p) will set forth a
                   complete and accurate description of all actions, suits,
                   claims, investigations or legal, administrative or
                   arbitration proceedings, pending or threatened, whether at
                   law or in equity, involving the Company or any of its
                   properties, assets, or business, and all judgments, orders,
                   decrees, writs or injunctions of any court or governmental
                   department, commission, agency, instrumentality or
                   arbitrator applicable to Seller or to the Company.  Neither
                   the Seller nor the Company has any actual knowledge of any
                   facts that might result in any other action, suit, claim,
                   investigation, or legal, administrative or arbitration
                   proceeding.

              q.   COMPLIANCE WITH LAWS.


                                      11

<PAGE>

                    (i)    To the best of Seller's and the Company's knowledge,
                           the Company has complied and is in compliance in all
                           material respects with all federal, state, local and
                           foreign laws, ordinances, rules, codes, regulations,
                           and orders (including those related to environmental
                           protection and occupational safety and health)
                           applicable to the Company.

                   (ii)    To the best of Seller's and the Company's knowledge,
                           there are no past or present events, conditions,
                           circumstances, activities, practices, incidents,
                           plans or actions, based on or resulting from the
                           conduct of the business of the Company, including
                           the manufacture, processing, distribution, use,
                           treatment, storage, disposal, transport, or
                           handling, or the emission, discharge, release, or
                           threatened release into the environment, of any
                           pollutant, contaminant, chemical, or industrial
                           toxic or hazardous material, substance or waste,
                           which  violates any laws or the regulations
                           promulgated thereunder currently in effect relating
                           to pollution or protection of the environment (the
                           "Environmental Laws"), including (without
                           limitation) the Comprehensive Environmental
                           Response, Compensation, and Liability Act
                           ("CERCLA"), or any plan, order, decree, judgment,
                           injunction, notice or demand letter from a
                           governmental department, commission, agency or
                           instrumentality  applicable to the Company, or which
                           could give rise to any common law or other legal
                           liability.  To the best of Seller's  and the
                           Company's knowledge, all real property currently or
                           formerly owned, leased or otherwise utilized by the
                           Company contains no spill, deposit, or discharge of
                           any hazardous substance (as that term is currently
                           defined under CERCLA or any applicable state law),
                           for which the Company could be liable.

                   (iii)   At Closing, Schedule 7(q) will set forth a complete
                           and accurate description of each underground storage
                           tank of any kind or nature that is located on any
                           real property currently or formerly owned, leased or
                           otherwise utilized by the Company.  Schedule 7(q)
                           will also set forth a complete history of each such
                           underground storage tank, including the dates and
                           types of all tests.

                   (iv)    The Company will deliver to Purchaser copies of all
                           existing environmental site audits in the possession
                           of the Seller or the Company that cover any real
                           property currently or formerly owned, leased, or
                           otherwise utilized by the Company.

              r.   CONTRACTS AND AGREEMENTS.  At Closing, Schedule 7(r) will
                   set forth a complete and accurate description of all
                   material written or oral contracts and agreements to which
                   the Company is a party or by which it or any of its
                   property is bound, unless any such contract or agreement is
                   set forth on either 


                                      12

<PAGE>

                   Schedule 7(f), 7(g), 7(s), 7(t), 7(u) or 7(v).  All such 
                   contracts and agreements are in full force and effect and 
                   are binding upon the parties thereto, and, other than with 
                   respect to obtaining the consents required from the 
                   Manufacturers,  none of the parties thereto are in breach of
                   any of the provisions thereof.

              s.   EMPLOYEE BENEFIT PLANS.   At Closing, Schedule 7(s) will set
                   forth a complete and accurate description of all pension,
                   retirement, savings, deferred compensation, profit sharing,
                   stock option, bonus, incentive, severance, retirement,
                   health, insurance and other employee benefit plans that are
                   binding upon the Company.  To the best of Seller's and the
                   Company's knowledge, there have been no material defaults,
                   breaches, or omissions by the Company or any fiduciary under
                   any of such plans.

              t.   INSURANCE.  At Closing, Schedule 7(t) will set forth a
                   complete and accurate description of all insurance,
                   including (without limitation) property damage insurance,
                   general liability insurance, worker's compensation, and
                   group health insurance maintained by the Company and will
                   summarize the substantive terms of each of the insurance
                   policies, including (without limitation) whether the
                   insurance policies are "claims made" or "occurrence"
                   policies.  The Company is carrying insurance that is
                   reasonable in light of the risks attendant to the business
                   and activities in which the Company is engaged.  All of the
                   insurance is in full force and effect and will not be
                   affected by, or terminated or lapse by reason of, the
                   transactions contemplated by this Agreement.

              u.   PERSONNEL.  At Closing, Schedule 7(u) will set forth a
                   complete and accurate list of (i) all current employees of
                   the Company and all independent contractors regularly
                   performing services on behalf of the Company, (ii) their
                   respective rates of compensation, including any salary,
                   bonus or other payment arrangement made with any of them,
                   and (iii) any accrued vacation of any employees of the
                   Company.  Except as set forth on Schedule 7(u), the Company
                   does not have any employment agreements or contracts between
                   the Company and any person or entity.   No employee of the
                   Company is represented by any union or collective bargaining
                   agent.   The Company is not a party to or bound by any
                   collective bargaining agreement, nor has the Company
                   experienced any strikes, grievances, claims of unfair labor
                   practices, or other collective bargaining disputes.   The
                   Company has not, to the Seller's actual knowledge, committed
                   any unfair labor practice.  Seller has no actual knowledge
                   of any organizational effort being made or threatened by or
                   on behalf of any labor union with respect to employees of
                   the Company within the past five (5) years.  To the best of
                   Seller's and the Company's knowledge, the Company has (i)
                   paid or has made provision for the payment of all
                   compensation due any person or entity, (ii) complied in all
                   material respects with all applicable laws, rules, and
                   regulations relating to the employment of labor, including
                   those related to wages, hours, collective bargaining and the
                   payment and withholding of taxes, 


                                      13

<PAGE>

                   and (iii) withheld and paid to the appropriate governmental
                   authority, or is holding for payment not yet due to such 
                   authority, all amounts required by law or agreement to be 
                   withheld from the compensation of its employees.

              v.   ACCOUNTS RECEIVABLE.  At Closing, Schedule 7(v) will set
                   forth a complete and accurate list of all accounts
                   receivable and notes receivable of the Company and an aging
                   analysis of the accounts receivable.  To the best of 
                   Seller's and the Company's knowledge, except as set forth on
                   Schedule 7(v), (i) all accounts receivable and notes
                   receivable of the Company are valid and enforceable claims,
                   arose in the ordinary course of business, require no further
                   performance by the Company, and are collectible without
                   resort to litigation; and (ii) no material objection, claim,
                   or offset has been made regarding any of the accounts
                   receivable or notes receivable.  There are and at Closing
                   there will be no payables or receivables due or owing
                   between Seller and the Company.

              w.   BROKERS.  Other than Elysium Enterprises, Inc. (the
                   "Broker"), neither Seller nor the Company has employed,
                   directly or indirectly, any broker or finder, or incurred
                   any liability for any brokerage fees, commissions, or
                   finder's fees, and other than the Broker, no broker or
                   finder has acted directly or indirectly for Seller or the
                   Company in connection with this Agreement or the
                   transactions contemplated by this Agreement.  

              x.   DELIVERY OF DOCUMENTS.  Complete and accurate copies of all
                   written instruments listed or described on the schedules
                   attached hereto or that will be attached hereto have been or
                   will be furnished to Purchaser.  The Company will make
                   available to Purchaser, to the extent requested by
                   Purchaser, all books, records, and facilities of the
                   Company.

              y.   BANK ACCOUNTS AND POWERS OF ATTORNEY.  At Closing, Schedule
                   7(y) will set forth a complete and accurate list of (i) the
                   names and addresses of all persons holding a power of
                   attorney on behalf of the Company, and (ii) the account
                   numbers and names of all banks or other financial
                   institutions in which the Company currently has an account,
                   deposit, or safe deposit box, with the names of all persons
                   authorized to draw on the accounts or deposits or to have
                   access to the boxes.

              z.   DISCLOSURE.

                   (i)   To the best of Seller's and the Company's knowledge,
                         there have been no events, transactions or
                         information relating to the Company which, singly or
                         in the aggregate could reasonably be expected to
                         have a material adverse affect on the business,
                         operations, properties, assets, revenues, earnings,
                         liabilities, or condition (financial or otherwise)
                         of the Company.  To the best of Seller's's and the
                         Company's knowledge, no representation 


                                      14

<PAGE>

                         or warranty by Seller or the Company in this Agreement
                         or in any of the exhibits attached hereto, or other
                         statement in any other writing furnished or to be 
                         furnished to Purchaser by or on behalf of Seller or the
                         Company in connection with the transactions  
                         contemplated by this Agreement, contains or will 
                         contain any untrue statement of a material fact, or 
                         omits or will omit to state a material fact necessary 
                         to make the statements contained herein not misleading.

                   (ii)  Except for the failure to obtain any consent set
                         forth in subparagraph 7(e), Seller has no actual
                         knowledge, (i) of any reason why the Company cannot
                         continue its business in the same manner following
                         the execution of this Agreement and the Closing as
                         it has been operated prior thereto, or (ii) at any
                         time in the foreseeable future the business of the
                         Company shall be materially adversely affected by
                         any event, except to the extent that the Purchaser
                         causes the business of the Company to change
                         following the Closing.

         8.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser
represents and warrants to Seller, effective as of the date of this Agreement
and again at Closing, each of the following:

              a.   INCORPORATION.  Purchaser is duly incorporated, is validly
                   existing, and is in good standing under the laws of the
                   State of Delaware and has all necessary power and authority
                   to own, lease, and operate its properties and assets and to
                   conduct its business as its business is now being conducted. 
                   Purchaser has delivered to Seller complete and accurate
                   copies of Purchaser's articles of incorporation and bylaws,
                   including all amendments thereto.  The Purchaser is
                   qualified to do business and is in good standing in each
                   state in which it transacts business.

              b.   AUTHORITY AND BINDING AGREEMENT.  Purchaser has the
                   corporate power and authority to enter into this Agreement
                   and to perform its obligations hereunder.  This Agreement
                   has been duly and validly executed and delivered by
                   Purchaser and is a valid and binding obligation of
                   Purchaser, enforceable against Purchaser in accordance with
                   its terms, except as the enforceability thereof may be
                   limited by bankruptcy, insolvency, reorganization,
                   moratorium or other similar laws relating to the enforcement
                   of creditors' rights generally and by general principles of
                   equity (regardless of whether such enforceability is
                   considered in a proceeding in equity or at law).

              c.   NO CONFLICTS.  Neither the execution and delivery of this
                   Agreement nor the consummation of the transactions
                   contemplated by this Agreement will (i) violate, conflict
                   with, or result in a breach of the terms, conditions or
                   provisions of, or constitute a default  or an event which,
                   with notice or lapse of time or 


                                      15

<PAGE>

                   both, would constitute a default under, (y) the articles 
                   of incorporation or bylaws of the Purchaser, or (z) any 
                   contract, agreement, mortgage, deed of trust, or other 
                   instrument or obligation to which the Purchaser is a party
                   or by which it is bound, (iii) other than with respect to
                   obtaining the consents referenced in subparagraph 7(e)(i)
                   and (iii), violate any provision of any applicable law or
                   regulation or of any order, decree, writ or injunction of 
                   any court or governmental body, or (iv) result in the 
                   creation or imposition of any lien, charge, restriction, 
                   security interest or encumbrance of any kind whatsoever on
                   any property or asset of the Purchaser or on the 
                   Restricted Shares.

              d.   BROKERS.  Other than the Broker, the Purchaser has not
                   employed, directly or indirectly, any broker or finder, or
                   incurred any liability for any brokerage fees, commissions
                   or finders' fees, and other than the Broker, no broker or
                   finder has acted directly or indirectly for the Purchaser in
                   connection with this Agreement or the transactions
                   contemplated by this Agreement.

              e.   LITIGATION.  Purchaser is not a party to any pending or, to
                   its actual knowledge, any threatened claim, action, suit,
                   investigation or proceeding, or subject to any order,
                   judgment or decree, except for matters which in the
                   aggregate, will not have, or cannot reasonably be expected
                   to have, a materially adverse effect on the financial
                   condition of the Purchaser, and none that would affect the
                   Purchaser's ability to consummate the transactions and
                   perform its obligations contemplated hereby.

         9.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.   All
representations and warranties made by the parties in this Agreement or in any
certificate, schedule, statement, document or instrument furnished hereunder or
in connection with the negotiation, execution and performance of this Agreement
shall survive the Closing for a period of three (3) years, and any claim or
cause  of action for indemnification under subparagraph 15(a) or paragraph 16
for breaches of representations or warranties set forth in this Agreement or in
any exhibit or document furnished hereto may be made in respect of such matters
within three (3) years after the Closing Date.  Notwithstanding any
investigation or audit conducted before or after the Closing or the decision of
any party to complete the Closing, each party shall be entitled to rely upon the
representations and warranties set forth herein for the time period set forth
above.

         10. SELLER'S OBLIGATIONS PRIOR TO CLOSING.  Seller agrees to do the
following prior to Closing:

              a.   CONDUCT OF BUSINESS BY THE COMPANY PRIOR TO THE CLOSING
                   DATE.  Seller shall cause the Company to conduct its
                   operations according to the ordinary and usual course of
                   business reasonably consistent with past and current
                   practices, to maintain and preserve its business
                   organization, assets and properties, and vendor and supplier
                   relationships, and to retain the services of its officers,
                   employees, agents, and independent contractors, and shall
                   not, without the prior 


                                      16

<PAGE>

                   written consent of Purchaser, allow the Company to engage 
                   in any practice, take any action, or enter into any 
                   transaction outside of the ordinary course of business.  
                   Without limiting the generality of the foregoing, Seller 
                   shall prohibit the Company, without the prior written consent
                   of Purchaser, from directly or indirectly taking any of the
                   actions described in subparagraph 7(o).

              b.   FULL ACCESS.  Seller shall cause the Company to permit
                   Purchaser and representatives of the Purchaser to have full
                   access to and to examine, at all reasonable times and
                   places, and in a manner so as not to interfere with the
                   normal business operations of the Company; the books,
                   records, properties, assets and operations of the Company. 
                   Such examination shall include access to the officers,
                   directors, employees, agents and representatives of the
                   Company.  Seller shall cause the Company to furnish to
                   Purchaser and representatives of Purchaser with such
                   financial, operating and other data and information, and
                   copies of documents with respect to the Company, as
                   Purchaser shall from time to time request.  Such access and
                   information shall not in any way affect or diminish any of
                   the representations or warranties made in this Agreement.

              c.   AUDIT.  Seller shall cause the Company to permit an audit
                   (the "Audit") to be conducted under generally accepted
                   auditing standards, of the books, records, and financial
                   statements of the Company for 1996, and through September
                   30, 1997, and any additional period requested by the
                   Purchaser or required by applicable law, and shall cause
                   Audited Financial Statements (hereinafter defined) to be
                   prepared in accordance with generally accepted accounting
                   principles, which shall include reserves for any extended
                   warranties, charge-backs, inventory write downs,
                   repossessions, contracts in transit, and any other
                   appropriate accruals and reserves.  As used in this
                   Agreement, "Audited Financial Statements" shall mean an
                   audited (i) balance sheet, dated September 30, 1997, for the
                   Company, and (ii) income statement for the nine (9) month
                   period ending September 30, 1997, for the Company.  The
                   Audit will be conducted by Purchaser's accountants, Price
                   Waterhouse, LLP.  Seller  agrees to cause the full
                   cooperation of the officers, directors, employees and
                   accountants of the Company in the Audit. The start date of
                   the Audit is anticipated to be October 13, 1997. In
                   addition, as near as possible to the Closing Date, Price
                   Waterhouse shall review the books and records of the Company
                   for the period after September 30, 1997, and prepare a
                   letter setting forth the unaudited adjustments that should
                   be made to the Net Worth (the "Net Worth Adjustments").

              d.   NOTICE OF ADVERSE CHANGES.  Seller shall give prompt written
                   notice to Purchaser of any material adverse change in the
                   business, operations, properties, assets, revenues,
                   earnings, liabilities, or condition (financial or otherwise)
                   of the Company.


                                      17

<PAGE>

              e.   STANDSTILL.  From the date hereof to the earlier of the
                   Closing Date or the date this Agreement expires or
                   terminates, Seller shall not, directly or indirectly,
                   through any officer, director, employee, or otherwise, (i)
                   solicit or initiate the submission of any proposal or offer
                   from any person or entity (including any officers or
                   employees of the Company) relating to any liquidation,
                   dissolution, recapitalization, merger, consolidation,
                   acquisition, or purchase of all or a material portion of the
                   assets and properties of the Company, or the acquisition or
                   purchase of any equity interest in the Company, or (ii)
                   participate in any negotiations regarding, or furnish to any
                   other person or entity any information with respect to, or
                   otherwise cooperate in any manner with, or assist or
                   participate in, facilitate or encourage, any effort or
                   attempt by any other person or entity to do or seek any of
                   the foregoing. 

              f.   FURTHER ASSURANCES.  Seller shall from time to time, upon
                   the request of Purchaser, execute and deliver to Purchaser
                   such further instruments and take such other action as
                   Purchaser may reasonably request, in order to consummate the
                   transactions contemplated by this Agreement in accordance
                   with its terms.

              g.   INSURANCE AND RISK OF LOSS.  Until the Closing, Seller shall
                   cause the Company to maintain the insurance the Company is
                   carrying in connection with the operation of the Dealership,
                   including (without limitation) property damage insurance,
                   general liability insurance, worker's compensation,  and
                   group health insurance.  The Seller and the Company shall
                   have the risk of loss for damage by fire or other casualty
                   to the assets and properties of the Company before Closing.
                   In the event of any material loss or damage to the assets
                   and properties of the Company prior to Closing, Purchaser
                   shall have the option to terminate this Agreement.

         11.  PURCHASER'S OBLIGATIONS PRIOR TO CLOSING.  Purchaser agrees to
do the following prior to Closing:

              a.   DUE DILIGENCE.  Until the transactions contemplated by this
                   Agreement close or this Agreement expires or terminates,
                   Purchaser may conduct such investigations, reviews and
                   inspections of the business, operations, properties, assets,
                   revenues, earnings, liabilities, and condition (financial or
                   otherwise) of the Company as Purchaser and Purchaser's
                   representatives deem necessary or desirable to determine
                   whether a material adverse change in the Company has
                   occurred.

              b.   FURTHER ASSURANCES.  Purchaser shall from time to time, upon
                   the request of the Seller, execute and deliver to Seller
                   such further instruments and take such further action as the
                   Seller may reasonably request, in order to consummate the
                   transactions contemplated by this Agreement in accordance
                   with its terms.


                                      18

<PAGE>

              c.   PURCHASER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
                   REGARDING THE COMPANY.  Purchaser acknowledges that it may
                   possibly have access to certain confidential information of
                   the Company, including (without limitation) lists of
                   accounts, operational policies, and pricing and costs
                   policies (the "Confidential Information").  The Purchaser
                   agrees that it will not disclose such Confidential
                   Information to any person or entity for any purpose or
                   reason whatsoever, except to employees and authorized
                   representatives of the Purchaser, or as required by law,
                   unless such Confidential Information becomes known to the
                   public generally through no fault of the Purchaser.  In the
                   event of a breach or threatened breach by Purchaser of the
                   provisions of this subparagraph, the Seller and/or the
                   Company shall be entitled to temporary restraining order,
                   without bond, and an injunction restraining the Purchaser
                   from disclosing, in whole or in part, such Confidential
                   Information.  Nothing herein shall be construed as
                   prohibiting the Seller and/or the Company from pursuing any
                   other available remedy for such breach or threatened breach,
                   including the recovery of damages.

         12.  SELLER'S AND PURCHASER'S OBLIGATIONS PRIOR TO CLOSING.

              a.   ASSISTANCE.  Seller and Purchaser agree to use their best
                   efforts to create a workable, smooth and orderly transition
                   of Purchaser's acquisition of the Company.

              b.   HART-SCOTT-RODINO NOTIFICATION.  The parties shall, if and
                   to the extent required by law, prepare, and Purchaser shall
                   file, all reports or other documents required or requested
                   by the FTC or the Justice Department under the
                   Hart-Scott-Rodino Act, and all regulations promulgated
                   thereunder, concerning the transactions contemplated by this
                   Agreement, and comply promptly with any request by the FTC
                   or the Justice Department for additional information
                   concerning such transactions, so that the waiting period
                   specified in the Hart-Scott-Rodino Act will expire as soon
                   as reasonably possible after the execution and delivery of
                   this Agreement.  The parties agree to furnish to one another
                   such information concerning the Purchaser, the Seller, and
                   the Company as the parties need to perform their obligations
                   hereunder.  The Purchaser agrees to pay all filing fees and
                   costs due governmental agencies with regard to the
                   notification under and compliance with the Hart-Scott-Rodino
                   Act and all regulations promulgated thereunder.

              c.   PHYSICAL INVENTORIES.  On or before November 2, 1997,
                   Purchaser and Seller shall conduct a physical inventory of
                   the New Vehicle Inventory, the Used Vehicle Inventory, the
                   Parts and Accessories Inventory, and the Tangible Personal
                   Property.  The physical inventories shall be collectively
                   referred to in this Agreement as the "Physical Inventories."
                   The value of the New Vehicle Inventory, the Used Vehicle
                   Inventory, the Parts and Accessories Inventory, and the
                   Tangible Personal Property shall be determined as follows:


                                      19

<PAGE>

                   (i)     Purchaser and Seller shall calculate the value of
                           the New Vehicle Inventory.  The value of each new
                           vehicle shall be the cash sum equal to the factory
                           invoice price (excluding any Company internal
                           profit) to the Company, less any factory holdback
                           rebate and any other factory rebate or incentive,
                           advertising credits and interest credits,  which the
                           Company may have received prior to the Closing, plus
                           performed PDI at the Company's cost (excluding any
                           internal profit), options added at the Company's
                           cost (excluding any internal profit), and any
                           freight and handling charges paid, prior to the
                           Closing.  Any demonstrator and rental vehicle shall
                           be valued for a cash sum equal to an amount as
                           calculated above, except demonstrators and rental
                           vehicles having 6,000 miles or more on the odometer
                           shall be treated as a Used Vehicle.  The value of
                           any new vehicle shall be decreased by an amount
                           equal to the Company's cost (excluding any internal
                           profit) of repair for any physically damaged
                           vehicle.  Seller agrees that all factory rebates and
                           other credits on any new vehicles sold after the
                           Closing shall be retained by the Company.

                   (ii)    Purchaser and Seller shall agree to the value of the
                           Used Vehicle Inventory. Any demonstrators and rental
                           vehicles having less than 6,000 miles on the
                           odometer shall be treated as a New Vehicle.

                   (iii)   Purchaser and Seller shall calculate the value of
                           the Parts and Accessories Inventory.  The value of
                           the parts and accessories shall be the cost of the
                           parts and accessories set forth in the dealer parts
                           and accessories price schedule in effect on the date
                           of the inventory for the applicable Manufacturer or
                           other reliable supplier.  The Seller agrees that all
                           rebates and credits on any parts or accessories
                           shall be retained by the Company.

                   (iv)    Purchaser and Seller shall calculate the value of
                           the Tangible Personal Property.  The value of any
                           item of tangible personal property listed in the
                           Appraisal shall be the value of the property set
                           forth in the Appraisal, and the value of any item of
                           tangible personal property that is not listed in the
                           Appraisal shall be the Company's actual cost
                           (excluding any internal profit).

         13.  CONDITIONS PRECEDENT TO OBLIGATION OF PURCHASER.  The obligation
of Purchaser to consummate the transactions contemplated by this Agreement is
subject to the satisfaction on or prior to the Closing Date of the following
conditions, each of which may be waived by the Purchaser:

              a.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS.   All
                   representations and warranties made by the Seller and the
                   Company in or pursuant to this Agreement shall be true and
                   correct in all material respects as of the Closing Date with
                   the same effect as though such representations and
                   warranties were 


                                      20

<PAGE>


                   made on the Closing Date, except to the extent that such 
                   representations and warranties expressly relate to any 
                   earlier date.  Seller and the Company shall have performed 
                   and complied with all the covenants and agreements and 
                   satisfied all the conditions required by this Agreement to 
                   be performed, complied with or satisfied by Seller and the 
                   Company on or prior to the Closing Date.  Seller must have 
                   delivered to the Purchaser a certificate dated as of the 
                   Closing Date certifying that this condition has been 
                   fulfilled.

              b.   NO ADVERSE CHANGE.  Purchaser shall have determined, to its
                   satisfaction, that as of the Closing Date, there has been no
                   material adverse change in the  business, operations,
                   properties, assets, revenues, earnings, liabilities or
                   condition (financial or otherwise) of the Company.

              c.   EXHIBITS.  Purchaser shall have timely received all exhibits
                   to this Agreement.

              d.   TRANSFER OF SHARES.  The certificate(s) representing the
                   Shares shall have been transferred and conveyed by Seller to
                   Purchaser in a manner and by instruments acceptable to
                   Purchaser and its counsel, free and clear of all  liens,
                   claims, encumbrances, or restrictions of any kind. 
                   Contemporaneously with the consummation of the transfer of
                   the Shares, Seller shall put Purchaser in full possession
                   and enjoyment of all properties and assets of the Company. 
                   In addition, Purchaser shall have received the complete
                   stock ledgers, minute books and other corporate records of
                   the Company.

              e.   THIRD PARTY APPROVALS.  This Agreement and the transactions
                   contemplated by this Agreement shall have received all
                   required approvals and consents from all persons and
                   entities from which such approvals or consents are required,
                   including (without limitation) (i) the Manufacturers, (ii)
                   the FTC and the Justice Department under the
                   Hart-Scott-Rodino Act and the regulations promulgated
                   thereunder, and (iii) the Nevada Department of Motor
                   Vehicles.  Without limiting the generality of the foregoing,
                   each Manufacturer other than BMW must approve Purchaser as
                   the dealer for that manufacturer in Las Vegas, Nevada prior
                   to Closing and BMW must approve Purchaser as the dealer in
                   Henderson and Las Vegas, Nevada prior to Closing.

              f.   COMPLIANCE WITH SECURITIES LAWS.  Purchaser shall have (i)
                   received the Investment Letter, (ii) received the
                   Registration Rights Agreement, and (iii) determined that all
                   state and federal securities laws have been fully satisfied
                   relating to the purchase of the Shares by Purchaser.

              g.   LEASES.  The Purchaser shall have received the Leases,
                   executed by the respective landlords.

              h.   PHYSICAL INVENTORIES.  Purchaser shall have conducted the
                   Physical Inventories.


                                      21

<PAGE>

              i.   APPROVAL OF DOCUMENTATION.  The form and substance of all
                   opinions, certificates, instruments and other documents
                   delivered to Purchaser in connection with this Agreement
                   shall be satisfactory in all reasonable respects to
                   Purchaser and Purchaser's counsel.

              j.   CORPORATE DIRECTORS AND OFFICERS.  The composition of the
                   directors and officers of the Company shall be as requested
                   by Purchaser, effective as of the Closing.

              k.   OPINION OF COUNSEL TO SELLER AND THE COMPANY.  Seller and
                   the Company shall have delivered to Purchaser an opinion of
                   counsel reasonably satisfactory to Purchaser, dated as of
                   the Closing Date, that contains such opinions that are
                   reasonably requested by Purchaser, including (without
                   limitation with respect to the Seller) an opinion that the
                   Shares were issued and will be transferred to Purchaser, in
                   compliance with all state securities laws.

              l.   HART-SCOTT-RODINO WAITING PERIOD.   The applicable waiting
                   period under the Hart-Scott-Rodino Act, and the regulations
                   promulgated thereunder, shall have expired.

              m.   AUDIT.  Price Waterhouse shall have timely performed the
                   Audit, prepared the Audited Financial Statements, and
                   delivered a copy of the Audited Financial Statements to
                   Purchaser.
         
              p.   ADDITIONAL INFORMATION.   Seller and the Company shall have
                   furnished to Purchaser and Purchaser's counsel such
                   additional information, certificates, and other documents as
                   Purchaser shall have reasonably requested.

         14. CONDITIONS PRECEDENT TO OBLIGATION OF SELLER.   The obligation 
of Seller to consummate the transactions contemplated by this Agreement is 
subject to the satisfaction on or prior to the Closing Date of the following 
conditions, each of which may be waived by the Seller:

              a.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS.   All
                   representations and warranties made by the Purchaser in or
                   pursuant to this Agreement shall be true and correct in all
                   material respects as of the Closing Date with the same
                   effect as though such representations and warranties were
                   made on the Closing Date, except to the extent that such
                   representations and warranties expressly relate to an
                   earlier date, and Purchaser shall have performed and
                   complied with all of the covenants and agreements and
                   satisfied all the conditions required by this Agreement to
                   be performed, complied with or satisfied by Purchaser on or
                   prior to the Closing Date.  The Purchaser must have
                   delivered to the Sellers a certificate dated as of the
                   Closing Date certifying that this condition has been
                   fulfilled.

                                      22
<PAGE>

              b.   DELIVERY OF PURCHASE PRICE.  The Purchaser shall have
                   delivered (i) the Cash, (ii) the Note and (iii) the
                   Restricted Shares.

              c.   LEASES.  Seller shall have received the Leases, executed by
                   the Company.

              d.   APPROVAL OF DOCUMENTATION.  The form and substance of all
                   certificates and other documents required to be delivered to
                   Seller in connection with this Agreement shall be
                   satisfactory in all reasonable respects to Seller and
                   Seller's counsel.

              e.   ADDITIONAL INFORMATION.   Purchaser shall have furnished to
                   Seller and Seller's counsel such additional information,
                   certificates, and other documents as Seller shall have
                   reasonably requested.

         15.  SELLER'S OBLIGATIONS AFTER CLOSING.

              a.   GENERAL INDEMNITY.  Seller shall indemnify, defend and hold
                   Purchaser and its successors and assigns (the "Purchaser
                   Indemnified Parties") harmless from and against any and all
                   liabilities, damages, losses, claims, costs and expenses,
                   including (without limitation) reasonable attorneys' fees,
                   arising from or related to (i) any breach of any
                   representation, warranty, covenant or agreement made by
                   Seller in this Agreement, or in any certificate or other
                   document delivered on behalf of  Seller or the
                   nonperformance of any covenant or obligation of  Seller
                   under this Agreement, (ii) any debts, liabilities, or
                   obligations of any nature (whether absolute, accrued,
                   contingent or otherwise and whether due or to become due) of
                   the Company at the Balance Sheet Date that are not reflected
                   in the Financial Statements, (iii) the conduct of the
                   business or other operations of the Company prior to the
                   Closing Date, (iv) the failure of Seller or the Company to
                   comply with any federal, state, or local tax laws for any
                   matter occurring prior to the Closing Date or applicable to
                   the transactions contemplated by this Agreement, and (v) any
                   and all actions, suits, proceedings, demands and judgments,
                   arising from or related to any of the matters set forth in
                   this subparagraph 15(a).

              b.   ENVIRONMENTAL INDEMNIFICATION.  With respect to any existing
                   or future liability arising out of any condition, activity
                   or event existing or occurring prior to the Closing Date
                   with respect to the Las Vegas Premises, the Henderson
                   Premises or the 2.5 Acre Tract that violates or violated any
                   Environmental Laws or for which there may be any
                   environmental liability in tort, or otherwise, the Seller
                   agrees that it will indemnify, defend and hold harmless the
                   Purchaser Indemnified Parties from and against all claims,
                   damages, actions, suits, proceedings, demands, assessments,
                   adjustments, costs, and expenses, including reasonable
                   attorneys' fees and expenses of investigation, incurred by
                   any Purchaser Indemnified Party as a result of such
                   environmental condition and 

                                      23
<PAGE>

                   further including, if necessary, the costs and expenses of 
                   any remediation, transportation, incineration, treatment, or 
                   other necessary and appropriate disposition or mitigation of 
                   such environmental condition.  

              c.   SELLER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
                   REGARDING THE COMPANY.   Seller acknowledges that the Seller
                   has in the past, currently has, and in the future may
                   possibly have access to Confidential Information. Seller
                   agrees that the Seller will not disclose such Confidential
                   Information to any person or entity for any purpose or
                   reason whatsoever except to employees and authorized
                   representatives of the Purchaser, or as required by law,
                   unless the Confidential Information becomes known to the
                   public generally through no fault of the Seller.  In the
                   event of a breach or threatened breach by the Seller of this
                   subparagraph, the Purchaser shall be entitled to a temporary
                   restraining order, without bond, and an injunction
                   restraining the Seller from disclosing, in whole or in part,
                   such Confidential Information.  Nothing herein shall be
                   construed as prohibiting the Purchaser from pursuing any
                   other available remedy for such breach or threatened breach,
                   including the recovery of damages.

              d.   SELLER'S AND CHAISSON'S COVENANT NOT TO COMPETE.  Both
                   Seller and James J. Chaisson, Sr. ("Chaisson") agree that
                   they will not, either directly or indirectly, alone or with
                   others, either as an employee, owner, partner, agent,
                   stockholder, member, director, officer or otherwise:

                   (i)     enter into or engage in the business of operating a
                           new vehicle dealership, warranty repair business, or
                           other related new vehicle business with respect to
                           any of Land Rover, Volkswagen, Audi, Bentley and
                           Rolls Royce or BMW automobiles within the Las Vegas
                           or Henderson, Nevada metropolitan areas (the
                           "Restricted Area") for a term of three (3) years
                           from the Closing Date (the "Restricted Period").

                   (ii)    Further, neither the Seller nor Chaisson will
                           individually, collectively or in conjunction with
                           others, directly or indirectly, within the
                           Restricted Period and Restricted Area, directly or
                           indirectly, solicit or hire any employee of the
                           Company or encourage any such employee to leave such
                           employment unless such employee's employment with
                           the Company or the Purchaser has been terminated. 
                           Seller and Chaisson also agree that in the event of
                           a breach of these covenants, the Purchaser may
                           protect its rights by injunction or otherwise.

         16. PURCHASER'S OBLIGATIONS AFTER CLOSING.

              a.   GENERAL INDEMNITY.   Purchaser shall indemnify, defend and
                   hold Seller and its successors and assigns (the "Seller
                   Indemnified Parties") harmless from and against any and all
                   liabilities, damages, losses, claims, costs and expenses,

                                      24
<PAGE>

                   including (without limitation) reasonable attorneys' fees,
                   arising from or related to (i) any breach of any
                   representation, warranty, covenant or agreement made by
                   Purchaser in this Agreement, or in any certificate or other
                   document delivered on behalf of Purchaser or the
                   nonperformance of any covenant or obligation of  Purchaser
                   under this Agreement, (ii) any debts, liabilities, or
                   obligations of any nature (whether absolute, accrued,
                   contingent or otherwise and whether due or to become due) of
                   the Company accruing after the Closing, (iii) the conduct of
                   the business or other operations of the Company after the
                   Closing, (iv) the failure of Purchaser to comply with any
                   federal, state, or local tax laws for any matter occurring
                   after the Closing or applicable to the transactions
                   contemplated by this Agreement, and (v) any and all actions,
                   suits, proceedings, demands and judgments, arising from or
                   related to any of the matters set forth in this subparagraph
                   16(a).

              b.   ENVIRONMENTAL INDEMNIFICATION.  With respect to any future
                   liability arising out of any condition, activity or event,
                   caused by, or under the control of, the Purchaser or the
                   Company occurring after the Closing  with respect to the Las
                   Vegas Premises, the Henderson Premises or the 2.5 Acre
                   Tract, during the term of the respective Leases therefor,
                   that violates any Environmental Laws or for which there may
                   be any environmental liability in tort, or otherwise, the
                   Purchaser agrees that it will indemnify, defend and hold
                   harmless the Seller Indemnified Parties from and against all
                   claims, damages, actions, suits, proceedings, demands,
                   assessments, adjustments, costs, and expenses, including
                   reasonable attorneys' fees and expenses of investigation,
                   incurred by any Seller Indemnified Party as a result of such
                   environmental condition and further including, if necessary,
                   the costs and expenses of any remediation, transportation,
                   incineration, treatment, or other necessary and appropriate
                   disposition or mitigation of such environmental condition.

              c.   PRE-CLOSING PROFITS FROM OPERATIONS.  In addition to payment
                   of the Purchaser Price, Purchaser agrees that it will, or
                   will cause the Company to, pay to Seller an amount equal to
                   the net profits from the operation of the Company from
                   September 30, 1997, through the last business day prior to
                   the Closing to the extent such net profits from operations
                   have not been included as a Net Worth Adjustment (the "Final
                   Distribution").  The Final Distribution shall be paid to
                   Seller no later than twenty days following the Closing.

         17. INFORMATION REGARDING THE PURCHASER.

              a.   INSIDER LIABILITY.  Seller acknowledges that trading in the
                   Purchaser's securities by persons possessing material
                   non-public information may result in private lawsuits for
                   damages or to civil or criminal proceedings by the
                   Securities and Exchange Commission.  Seller also
                   acknowledges that liability may be imposed on insiders who
                   privately disclose otherwise non-public material information
                   where such disclosure coincide with trading Purchaser's
                   securities by such insiders or by the recipients of such
                   information.

                                      25
<PAGE>

              b.   SELLER'S NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
                   REGARDING THE PURCHASER.  Seller acknowledges that the
                   Seller may possibly have access to certain confidential
                   information of the Purchaser.  Seller agrees that the
                   Seller will not disclose such confidential information to
                   any person or entity for any purpose or reason whatsoever
                   except as required by law, unless the confidential
                   information becomes known to the public generally through no
                   fault of the Seller.  In the event of a breach or threatened
                   breach by the Seller of this subparagraph, the Purchaser
                   shall be entitled to a temporary restraining order, without
                   bond, and an injunction restraining the Seller from
                   disclosing, in whole or in part, such confidential
                   information.  Nothing herein shall be construed as
                   prohibiting the Purchaser from pursuing any other available
                   remedy for such breach or threatened breach, including the
                   recovery damages.

         18.  TERMINATION.  

              a.   MUTUAL CONSENT.  This Agreement may be terminated by the
                   written consent of the parties.

              b.   BY THE PURCHASER.  This Agreement may be terminated by
                   written notice of termination given by the Purchaser to
                   Seller if a material default should be made by Seller in the
                   observance of or in the due and timely performance by Seller
                   of any of the agreements and covenants of the Seller herein
                   contained, or if there shall have been a material breach by
                   Seller of any of the warranties and representations of the
                   Seller herein contained, or if the conditions of this
                   Agreement to be complied with or performed by Seller at or
                   before Closing shall not have been complied with or
                   performed at the time required for such compliance or
                   performance and such noncompliance or nonperformance shall
                   not have been waived by the Purchaser.

              c.   BY THE SELLER.  This Agreement may be terminated by written
                   notice of termination given by the Seller to the Purchaser
                   if a material default should be made by the Purchaser in the
                   observance of or in the due and timely performance by the
                   Purchaser of any of the agreements and covenants of the
                   Purchaser herein contained, or if there shall have been a
                   material breach by the Purchaser of any of the warranties
                   and representations of the Purchaser, of if the conditions
                   of this Agreement to be complied with or performed by the
                   Purchaser at or before Closing shall not have been complied
                   with or performed at the time required for such compliance
                   or performance and such noncompliance or nonperformance
                   shall not have been waived by the Seller.
              
         19.  SECTION 338(h)(10) ELECTIONS.

              a.   Seller agrees to make an election under Section 338(h)(10)
                   of the Internal Revenue Code and all comparable elections
                   under state and local tax law with respect to the Company.

                                      26
<PAGE>

              b.   Purchaser and Seller shall jointly file Form 8023-A with the
                   Internal Revenue Service in accordance with Section 338 of
                   the Internal Revenue Code and the regulations thereunder no
                   later than the 15th day of the ninth month beginning after
                   the month that includes the Closing Date in accordance with
                   Internal Revenue Code Section 338(g) and Treasury Regulation
                   Section 1.338(h)(10)-1(d)(2).

              c.   Purchaser and Seller shall allocate the Purchase Price to
                   the assets conveyed pursuant to this Agreement using a
                   reasonable asset valuation which will be agreed to by
                   Purchaser and Seller no later than ninety (90) days after
                   the Closing Date.  In all events, however, Purchaser and
                   Seller agree to conformity of the treatment of all asset
                   allocations with respect to the Section 338(h)(10)
                   elections.
    
         20.  ADDITIONAL AGREEMENTS.
              
              a.   CHAISSON MOTORS CARS AND CHAISSON BMW NAMES.  The Seller
                   consents for all purposes to the Purchaser's continued use
                   of the Chaisson Motor Cars, Chaisson BMW, and any other
                   names including the word "Chaisson" (collectively, the
                   "Chaisson Names") that are, or could be used, in connection
                   with the operation of the Dealerships within the Restricted
                   Area.  Purchaser is not obligated to use any Chaisson Names. 
                   Seller shall not be prohibited from using the name Chaisson
                   in any non-competing business venture, or from using any
                   Chaisson Name if Purchaser ceases using the name Chaisson in
                   connection with all of its automobile dealerships within the
                   Restricted Area.  The parties acknowledge that the
                   Dealerships' television, radio and print advertisements
                   aimed at the Restricted Area may also be broadcast or
                   distributed outside the Restricted Area, and the Seller
                   agrees such advertisements shall not be a violation of this
                   Agreement, and

                   (i)     No separate consideration, over and above the
                           Purchase Price, is owed by the Purchaser to the
                           Seller for this consent to use the Chaisson Names as
                           provided herein.

                   (ii)    As soon as practicable after the Closing, the Seller
                           and Purchaser agree to file any required
                           certificates, terminations or consents necessary to
                           allow Purchaser to use the Chaisson Names.  The
                           parties mutually agree to take other reasonable
                           steps as from time to time may be appropriate to
                           avoid confusion and mistake by third parties as to
                           their respective corporate identities.

                   (iii)   The Purchaser's right to use the Chaisson Names in
                           the Restricted Area shall be binding on the Seller
                           and on all of its successors, assigns, transferees,
                           and licensees, and every sale, assignment, license
                           or transaction entered into by the Seller shall be
                           expressly subject to the Purchaser's continued right
                           to use the Chaisson Names in the Restricted Area as
                           provided in this Agreement.

                                      27
<PAGE>

                   (iv)    Other provisions hereof to the contrary
                           notwithstanding, Purchaser's right to continued use
                           of the Chaisson Names shall absolutely terminate on
                           the first to occur of the termination of this
                           Agreement, the mutual agreement of the Seller and
                           the Purchaser after Closing, or the Purchaser's
                           cessation of use thereof in the Restricted Area.

              b.   EMPLOYEE LIST.  To the extent not set forth in Schedule
                   7(u), Seller agrees to provide, at least ten (10) days prior
                   to Closing, a list of all employees of the Company.  Such
                   list shall contain the employee's name, employment
                   description, annual compensation or formula for computing
                   such annual compensation, accrued vacation pay, and
                   tentative vacation plans.

              d.   JAGUAR FRANCHISE.  Purchaser and Seller agree that Purchaser
                   is not purchasing the Jaguar franchise or the Jaguar parts
                   and accessories (the "Jaguar Assets").  Prior to Closing,
                   the Company shall distribute the Jaguar Assets to the
                   Seller.  Seller shall have until June 30, 1998, to relocate
                   the Jaguar Assets.  Prior to the relocation of the Jaguar
                   Assets, the Company shall manage and operate the Jaguar
                   Assets under a Management Agreement with the Seller, or an
                   entity wholly owned by Seller, in the form of Exhibit "K"
                   hereto.

              e.   APPROVAL BY THE MANUFACTURERS.  Notwithstanding anything
                   contained in this Agreement to the contrary, if by November
                   1, 1997 (i) BMW and Volkswagen have approved the
                   transactions contemplated by this Agreement, (ii) any other
                   Manufacturer has not approved the transactions contemplated
                   by this Agreement, and (iii) all other conditions to the
                   obligations of the parties hereunder (other than those
                   requiring the taking of action at the Closing) have been
                   satisfied or waived, Purchaser and Seller shall close the
                   transactions contemplated by this Agreement but shall place
                   that portion of the Purchase Price which equals the amounts
                   set forth on Schedule 20(e) for any Manufacturers that have
                   not given their approval into an interest bearing account
                   under an escrow agreement (the "Escrow Agreement") between
                   Purchaser and Seller.  The Escrow Agreement shall be in the
                   form of Exhibit "L" hereto.  The Company shall manage the
                   franchise for each Manufacturer that has not given its
                   approval by the Closing, under a Management Agreement in the
                   form of Exhibit "K" hereto.  

         21.  GENERAL PROVISIONS.
  
              a.   ENTIRE AGREEMENT.   This Agreement contains and constitutes
                   the entire agreement between the parties regarding the
                   subject matter hereof and supersedes all prior agreements
                   and understandings between the parties relating to the
                   subject matter of this Agreement.  There are no agreements,
                   understandings, restrictions, warranties or representations
                   between the parties relating to the subject matter hereof
                   other than those set forth in this Agreement.  This
                   Agreement is not intended to have any legal effect
                   whatsoever, or to be a

                                      28
<PAGE>

                   legally binding agreement, or any evidence thereof, until it 
                   has been signed by  Seller, the Company, and the Purchaser.

              b.   EXHIBITS.  Preliminary drafts of all Schedules and Exhibits
                   A through Fshall be prepared by the Seller on or before
                   October 24, 1997, and delivered to Purchaser for Purchaser's
                   review.  Preliminary drafts of Exhibits G through L shall be
                   prepared by Purchaser on or before October 24, 1997, and
                   delivered to Seller for Seller's review.  Final Schedules
                   and Exhibits shall be prepared by the party that prepared
                   the preliminary drafts, initialed by the parties, and
                   attached to this Agreement on or before the Closing Date. 
                   When attached to this Agreement, the Schedules and Exhibits
                   shall be made a part of this Agreement by reference.

              SCHEDULES:
              
                   Schedule 7(b)       Officers, Directors, and Assumed Names
                   Schedule 7(f)       Real Property
                   Schedule 7(g)       Tangible Personal Property
                   Schedule 7(h)       Inventories
                   Schedule 7(i)       Licenses
                   Schedule 7(j)       Intellectual Property
                   Schedule 7(k)       Encumbrances
                   Schedule 7(m)       Indebtedness and Guaranties
                   Schedule 7(p)       Litigation
                   Schedule 7(o)       Transactions Since the Balance Sheet Date
                   Schedule 7(q)       Underground Storage Tanks
                   Schedule 7(r)       Contracts and Agreements
                   Schedule 7(s)       Employee Benefit Plans
                   Schedule 7(t)       Insurance
                   Schedule 7(u)       Personnel
                   Schedule 7(v)       Accounts Receivable
                   Schedule 7(y)       Bank Accounts and Powers of Attorney
                   Schedule 20(e)      Manufacturer Allocation

              EXHIBITS:

                   Exhibit "A"         The Note
                   Exhibit "B"         Las Vegas Lease
                   Exhibit "C"         Henderson Lease
                   Exhibit "D"         2.5 Acre Lease 
                   Exhibit "E"         Seller's Certificate
                   Exhibit "F"         Opinion of Sellers' Counsel
                   Exhibit "G"         Investment Letter
                   Exhibit "H"         Registration Rights Agreement
                   Exhibit "I"         Purchaser's Certificate
                   Exhibit "J"         Opinion of Purchaser's Counsel
                   Exhibit "K"         Management Agreement

                                      29
<PAGE>

                   Exhibit "L"         Escrow Agreement
                   
              c.   THIRD PARTY CONSENTS.   The Seller and the Purchaser
                   mutually agree to cooperate and use their respective
                   reasonable, good faith efforts to prepare all documentation,
                   to effect all filings and to obtain all permits, consents,
                   approvals, and authorizations of all third parties and
                   governmental entities as may be necessary to consummate the
                   transactions contemplated by this Agreement.
                
              d.   FURTHER ACTIONS.   From time to time, as and when requested
                   by any parties hereto, the other parties shall execute and
                   deliver, or cause to be executed and delivered, all such
                   documents and instruments and shall take, or cause to be
                   taken, all such further or other actions as such other
                   parties may reasonably deem necessary or desirable to
                   consummate the transactions contemplated by this Agreement.
                
              e.   PUBLICITY.   The parties hereto agree that no public release
                   or announcement concerning the terms of the transactions
                   contemplated by this Agreement shall be issued by any party
                   without the prior written consent of the other parties
                   (which consent shall not be unreasonably withheld), except
                   as such release or announcement may be required by law, in
                   which case the party required to make the release or
                   announcement shall allow the other parties reasonable time
                   to comment on such release or announcement in advance of
                   such issuance.
                
              f.   AMENDMENT.   This Agreement may not be amended, modified, or
                   terminated except by an instrument in writing signed by all
                   parties to this Agreement.
                
              g.   CONSTRUCTION.   All pronouns and any variations thereof
                   shall be deemed to refer to the masculine, feminine or
                   neuter gender thereof or to the plurals of each, as the
                   identity of the person or persons or the context may
                   require.  The descriptive headings contained in this
                   Agreement are for reference purposes only and are not
                   intended to describe, interpret, define or limit the scope,
                   extent or intent of this Agreement or any provision
                   contained in this Agreement.
                
              h.   INVALIDITY.   If any provision contained in this Agreement
                   shall for any reason be held to be invalid, illegal, void or
                   unenforceable in any respect, such provision shall be deemed
                   modified so as to constitute a provision conforming as
                   nearly as possible to such invalid, illegal, void or
                   unenforceable provision while still remaining valid and
                   enforceable; and the remaining terms or provisions contained
                   herein shall not be affected thereby.
                
              i.   EXPENSES.  Whether or not the transactions contemplated by
                   this Agreement are consummated, each of the parties to this
                   Agreement shall be responsible for its own costs and
                   expenses incurred in connection with the preparation and
                   negotiation of this Agreement and with the transactions
                   contemplated hereby.
                
                                      30
<PAGE>          
                
              j.   BINDING EFFECT AND ASSIGNMENT.   This Agreement shall be
                   binding upon and shall inure to the benefit of the parties
                   hereto and their respective heirs, administrators,
                   executors, successors and permitted assigns.   Purchaser may
                   assign its rights under this Agreement to an affiliated
                   entity, and thereafter the Purchaser and its assignee shall
                   be fully obligated, responsible and liable for the
                   performance of the Purchaser's obligations hereunder. Seller
                   may not assign any of its rights or delegate any of its
                   obligations hereunder.  Any assignment in violation of this
                   Agreement  shall be void.
                
              k.   ATTORNEYS' FEES.   In the event any party instigates
                   litigation to enforce or protect its rights under this
                   Agreement, the party prevailing in any such litigation shall
                   be entitled, in addition to all other relief, to reasonable
                   attorneys' fees, out-of-pocket costs and disbursements
                   relating to such litigation.
                
              l.   NOTICES.   All notices and other communications hereunder
                   shall be (i) in writing, dated with the current date of such
                   notice, and signed by the party giving such notice, and (ii)
                   mailed, postpaid, registered or certified, return receipt
                   requested, addressed to the party to be notified, or
                   delivered by personal delivery or by overnight courier. 
                   Notice shall be deemed given when received by the party to
                   be notified or when the party to be notified refuses to
                   accept delivery of the notice.  The initial addresses of the
                   parties shall be as follows:

              IF TO PURCHASER:

                   Cross-Continent Auto Retailers, Inc.
                   1201 S. Taylor
                   P.O. Box 750
                   Amarillo, Texas 79105-0750
                   ATTENTION:  ROBERT W. HALL
                   (806) 374-8653

              IF TO SELLER:

                   The Chaisson Family Trust
                   c/o James J. Chaisson, Sr.
                   40 Innisbrook
                   Las Vegas, Nevada 89113
              
              with a copy to:

                   Jones, Jones, Close & Brown, Chartered
                   3773 Howard Hughes Parkway, 3rd Floor South
                   Las Vegas, Nevada 89109
                   Attention: Douglas G. Crosby, Esq.

                                      31
<PAGE>

                   The parties hereto shall have the right from time to time to
                   change their respective addresses by not less than ten (10)
                   days prior written notice to the other parties.

              m.   DEFINITION OF KNOWLEDGE.   As used in this Agreement, the
                   Seller's or the Company's "actual knowledge" or "knowledge"
                   shall include the knowledge of the Seller and the employees
                   and agents of the Company.  Each representation and warranty
                   that is limited to the Seller's or the Company's "actual
                   knowledge" or "knowledge" is  made with the understanding
                   that the Seller or the Company has made a good faith effort
                   to examine whatever sources of information as are in the
                   possession or control of the Seller or the Company in order
                   to verify the truth and accuracy of such representation and
                   warranty.
                
              n.   TIME IS OF THE ESSENCE.   Time shall be of the essence with
                   respect to this Agreement and the consummation of the
                   transactions contemplated hereby.
                
              o.   REMEDIES.  None of the remedies provided for in this
                   Agreement shall be the exclusive remedy of  any party for a
                   breach of this Agreement.  The parties hereto shall have the
                   right to seek any other remedy at law or in equity in lieu
                   of or in addition to any remedies provided for in this
                   Agreement.
                
              p.   SURVIVAL OF OBLIGATIONS.  To the extent necessary to carry
                   out the terms and provisions of this Agreement, the
                   obligations and rights arising from or related to this
                   Agreement shall survive the Closing and shall not be merged
                   into the various documents executed and delivered at the
                   time of the Closing.
                
              q.   WAIVER.   No waiver of any breach or default hereunder shall
                   be considered valid unless in writing and signed by the
                   party giving such waiver, and no such waiver shall be deemed
                   a waiver of any subsequent breach or default of the same or
                   similar nature.
                
              r.   GOVERNING LAW.  This Agreement shall be construed, enforced,
                   and governed in accordance with the laws of the State of
                   Nevada.
                
              s.   MEDIATION AND VENUE.  If a dispute arises out of or relates
                   to this Agreement, or the breach thereof, and if the dispute
                   cannot be settled through negotiation, the parties agree
                   first to try in good faith to settle the dispute by
                   mediation administered by the American Arbitration
                   Association under its Commercial Mediation Rules before
                   resorting to arbitration, litigation, or some other dispute
                   resolution procedure.  The jurisdiction and venue for any
                   proceeding, whether by mediation, arbitration, litigation or
                   other dispute resolution procedure, shall be Clark County,
                   Nevada.
                
              t.   COUNTERPARTS.  This Agreement may be executed in one or more
                   counterparts, all of which taken together shall constitute
                   one and the same instrument.

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<PAGE>

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first written above.

    PURCHASER:             CROSS-CONTINENT AUTO RETAILERS, INC.,
                             a Delaware corporation


                           By: /s/ BILL GILLILAND      
                               ------------------------------------------------
                           Bill Gilliland, Chairman and Chief Executive Officer


    SELLER:                THE CHAISSON FAMILY TRUST R-501


                           By: /s/ JAMES J. CHAISSON, JR.
                               ------------------------------------------------
                           James J. Chaisson, Sr., Trustee


    COMPANY:               JRJ INVESTMENTS, INC., a Nevada corporation


                           By: /s/ JAMES J. CHAISSON, SR.
                               ------------------------------------------------
                               James J. Chaisson, Sr., President





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