<PAGE>

                                                                   Exhibit 2.10





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                            STOCK PURCHASE AGREEMENT


                            DATED AS OF JUNE 20, 1997

                                 BY AND BETWEEN


                      CROSS-CONTINENT AUTO RETAILERS, INC.


                                       AND


                             BENJI INVESTMENTS, LTD.


                       Relating to All of the Outstanding
                            Capital Stock of Each of

                            PERFORMANCE NISSAN, INC.


                                       AND


                             PERFORMANCE DODGE, INC.

                                                 
                                  
 
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                            STOCK PURCHASE AGREEMENT


               THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of
June 20, 1997, is by and between CROSS-CONTINENT AUTO RETAILERS, INC.
("Seller"), a Delaware corporation and the sole shareholder of each of
PERFORMANCE NISSAN, INC., an Oklahoma corporation ("Performance Nissan") and
PERFORMANCE DODGE, INC., an Oklahoma corporation ("Performance Dodge")
(Performance Dodge and Performance Nissan being sometimes hereinafter referred
to collectively as the "Companies" and individually as a "Company"), and Benji
Investments, Ltd. ("Purchaser"), a Texas limited partnership, with Benji
Investments Management Company, Inc., a Texas corporation, as its sole general
partner.

                              W I T N E S S E T H :

               WHEREAS, Seller is the owner of all of the issued and outstanding
shares of capital stock (the "Stock") of each of the Companies; and

               WHEREAS, Seller desires to sell, and Purchaser desires to
acquire, through an exchange intended to qualify for tax free treatment under
Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), the
Stock pursuant to this Agreement.

               NOW, THEREFORE, in consideration of the mutual benefits to be
derived and the representations and warranties, conditions and promises herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:


                                    ARTICLE I

                                  SALE OF STOCK

               Section 1  SALE OF STOCK.  Subject to the terms and conditions
herein stated, Seller agrees to sell, assign, transfer, and deliver the Stock to
Purchaser, and Purchaser agrees to purchase the Stock from Seller.

               Section 2  PURCHASE PRICE.  In consideration of the purchase by
Purchaser of the Stock, on the Initial Closing Date (hereinafter defined),
Purchaser shall deliver to Winstead Sechrest & Minick P.C. (the "Escrow Agent")
a number of shares of common stock, par value $.01 per share, of Seller (the "C-
CAR Common Stock") having an aggregate Fair Market Value (hereinafter defined)
equal to $9,000,000, subject to the provisions of Article I, Section 3 below
(the shares of C-CAR Common Stock delivered by Purchaser to Escrow Agent on the
Initial Closing Date being herein referred to as the "C-CAR Shares").  For
purposes of this Agreement, the per share Fair Market Value of the C-CAR Shares
will be an amount equal to the average of the closing sale price of the C-CAR

                                        2
<PAGE>

Common Stock on the New York Stock Exchange for the four days beginning Monday,
June 16, 1997, and ending on Thursday, June 19, 1997.

               Section 3 MAXIMUM C-CAR SHARES.  Notwithstanding the provisions
of Article I, Section 2 above, the maximum number of shares of C-CAR Common
Stock that Purchaser shall be required to deliver to Seller in consideration of
the purchase of the Stock shall be 760,000 shares (the "Maximum C-CAR Shares"). 
If the number of shares of C-CAR Common Stock which Purchaser is obligated to
deliver to Seller in consideration of the purchase of the Stock is 760,000
shares, and the Fair Market Value of 760,000 shares of C-CAR Common Stock is
less than $9,000,000, Seller shall have no obligation to sell the Stock to
Purchaser unless Seller delivers to Purchaser, within five (5) days of the date
of this Agreement, Seller's written election to accept the Maximum C-CAR Shares
as the purchase price for the Stock.  In the event no such written election is
so delivered by Seller, this Agreement shall automatically terminate and be of
no further force and effect.

               Section 4 INITIAL CLOSING.  The initial closing (the "Initial
Closing") shall occur at such time and on such date as the conditions to the
Initial Closing set forth in Articles V and VI hereof shall have been satisfied
or waived in writing (such date being herein referred to as the "Initial Closing
Date").  On the Initial Closing Date, (i) Seller shall deliver certificates
evidencing the Stock, duly endorsed, to the Escrow Agent, and (ii) Purchaser
shall deliver certificates evidencing the C-CAR Shares, duly endorsed, to the
Escrow Agent, such Stock and C-CAR Shares to be held by the Escrow Agent until
the Final Closing Date (hereinafter defined) pursuant to the terms of an Escrow
Agreement (herein so called) to be entered into between Purchaser, Seller and
the Escrow Agent on the Initial Closing Date, in substantially the form of
EXHIBIT A hereto.

               Section 5 FINAL CLOSING.  The final closing of the sale of the
Stock (the "Final Closing") shall take place at 9:00 a.m. on August 15, 1997, or
on such earlier date as the conditions to the Final Closing set forth in
Articles V and VI hereof shall have been satisfied or waived, or on such other
date as the parties hereto shall by written instrument designate.  Such time and
date are herein referred to as the "Final Closing Date."


                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

               Seller represents and warrants to Purchaser as follows:

               Section 1  OWNERSHIP OF STOCK.  Except as set forth on Schedule
2.3 hereto, Seller is the lawful owner of the Stock, free and clear of all
liens, encumbrances, restrictions and claims of every kind.  Seller has the full
legal right, power and authority to sell, assign, transfer and convey the Stock
in accordance with the terms and subject to the conditions of this Agreement. 
The delivery to Purchaser of the Stock pursuant to the provisions of this
Agreement will transfer to Purchaser valid title thereto, free and clear of any
and all adverse claims.

                                        3
<PAGE>

               Section 2  EXISTENCE AND GOOD STANDING OF THE COMPANIES;
SUBSIDIARIES.  Except as set forth on Schedule 2.2 hereto, each Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and each has all requisite corporate power
and authority to own, lease and operate its properties and to carry on its
business as now being conducted.  Except as set forth on Schedule 2.2 hereto,
each Company is duly qualified or licensed as a foreign corporation to do
business, and is in good standing in each jurisdiction in which the character or
location of the property owned, leased, or operated by it or the nature of the
business conducted by it makes such qualification necessary, except where the
failure to be so duly qualified or licensed would not have a material adverse
effect on the business, financial condition, or results of operations of the
Companies, taken as a whole.  Neither of the Companies has any subsidiaries. 
The term "subsidiary," as used in this Agreement, means any Person (as defined
in Article VIII, Section 6 hereof) of which another Person (either alone or
together with other subsidiaries of such other Person), owns directly or
indirectly, more than 50% of the stock or other equity interests that are
generally entitled to vote for the election of the board of directors or
governing body of the Person.

               Section 3  CAPITAL STOCK.  Performance Nissan has an authorized
capitalization consisting of 50,000 shares of common stock, par value $1.00 per
share, of which 10,000 shares are issued and outstanding.  Performance Dodge has
an authorized capitalization consisting of 100,000 shares of common stock, par
value $.10 per share, of which 1,000 shares are issued and outstanding.  All
outstanding shares of  capital stock of each of the Companies are owned by
Seller and have been duly authorized and validly issued and are fully paid and
nonassessable. Except as set forth in Schedule 2.3 attached hereto, there are no
outstanding subscriptions, options, warrants, rights, calls, commitments,
conversion rights, rights of exchange, plans or other agreements providing for
the purchase, issuance or sale of any shares of the capital stock of either
Company, other than as contemplated by this Agreement.

               Section 4  FINANCIAL STATEMENTS.  Seller has heretofore furnished
Purchaser with a balance sheet of each Company (each a "Balance Sheet" and
collectively, the "Balance Sheets") as of May 31, 1997 (the "Balance Sheet
Date"), with adjustments to eliminate debt and transfer real estate as set forth
in Schedule 2.4 attached hereto, and the related statements of income,
shareholders equity and cash flows for the period then ended.  Such financial
statements, including the footnotes thereto, except as indicated therein and
subject to the adjustments described on Schedule 2.4 hereto, have been prepared
in accordance with generally accepted accounting principles and fairly present
in all material respects the financial condition and results of the operations
of the Companies and the changes in their financial positions at such date and
for such period.

               Section 5  TITLE TO PROPERTIES; ENCUMBRANCES.  Except as set
forth in Schedule 2.5 attached hereto, each Company has good title to all its
material properties and assets, including, without limitation, all the material
properties and assets reflected in the Balance Sheets, subject to no
encumbrance, lien, charge or other restriction of any kind or character, except
for

                    (a)  liens reflected on the Balance Sheets or on
                         Schedule 2.5,

                                            4
<PAGE>

                    (b)  liens consisting of zoning or planning restrictions,
                         easements, permits and other restrictions or
                         limitations on the use of real property or
                         irregularities in title thereto which do not materially
                         detract from the value of, or impair the use of, such
                         property by either Company in the operation of its
                         business,

                    (c)  liens for taxes, assessments or governmental charges or
                         levies on property not yet due and delinquent, and

                    (d)  liens which do not materially affect the business,
                         financial condition or operation of either of the
                         Companies.

(Liens of the type described in clauses (a) through (d) above, inclusive, are
sometimes referred to as "Permitted Liens").  Except as set forth in Schedule
2.5, the Company's material properties and assets are in good working order and
condition, ordinary wear and tear excepted.

               Section 6  LEASES.  Schedule 2.6 attached hereto contains a list
of all leases of real property to which either Company is a party.  Each lease
set forth in Schedule 2.6 is in full force and effect; all rents and additional
rents due to date on each such lease have been paid; in each case, neither
Company has received notice that it is in material default thereunder; and there
exists no material event, occurrence, condition or act (including the purchase
of the Stock hereunder) which, with the giving of notice, the lapse of time or
the happening of any further event or condition, would become a material default
by either Company under such lease.

               Section 7  MATERIAL CONTRACTS.  To the knowledge of Seller,
except as set forth in Schedule 2.6, 2.7 or 2.12 attached hereto, neither
Company has or is bound by

                    (a)  any material agreement, contract or commitment relating
                         to the employment of any Person by either Company,

                    (b)  any agreement, contract or commitment limiting the
                         freedom of either Company to engage in any line of
                         business or to compete with any other Person, or

                    (c)  any agreement, contract or commitment which involves
                         payment by either Company of $100,000 or more in any
                         calendar year and is not cancelable without penalty
                         within 30 days.

Neither Company has violated any term or condition of any contract or agreement
set forth in Schedule 2.7 in any material respect, and, to the knowledge of
Seller, there exists no material event, occurrence, condition, or act which,
with the giving of notice, the lapse of time, or the happening of any further
event or condition, would become a material default by either Company under any
such contract or agreement, and the sale of the Stock hereunder shall not
constitute a default under any such contract or agreement (except for dealer
sales and service agreements with Nissan Motor Corporation, U.S.A. and Chrysler
Corporation).  Contracts made in the ordinary course of business 

                                        5
<PAGE>

involving an obligation or commitment on the part of a Company of less than 
$100,000 in any calendar year shall be deemed not to be material for purposes 
of this Article II, Section 7 and shall not be required to be disclosed on 
Schedule 2.7.  

               Section 8  NO VIOLATIONS.  Except as set forth in Schedule 2.8
attached hereto and assuming all filings required by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if any, are duly
made and the waiting period thereunder has been terminated or has expired, the
execution and delivery of this Agreement by Seller and the consummation of the
transactions contemplated hereby

                    (a)  will not violate any provision of the Articles of
                         Incorporation or By-Laws of either Company,

                    (b)  to the knowledge of Seller will not violate any
                         statute, rule, regulation, order or decree of any
                         public body or authority by which either Company is
                         bound or binding upon any of their respective
                         properties or assets, and

                    (c)  to the knowledge of Seller, will not result in a
                         violation or breach of, or constitute a default under,
                         any material license, franchise, permit, indenture,
                         agreement or other instrument to which either Company
                         is a party, or by which either Company or any of their
                         respective assets or properties is bound,

excluding from the foregoing clauses (b) and (c) violations, breaches or
defaults which, either individually or in the aggregate, would not have a
material adverse effect on the business, financial condition or results of
operations of either of the Companies.

               Section 9  LITIGATION.  Except as set forth in Schedule 2.9
attached hereto, there is no action, suit or proceeding at law or in equity by
any Person or any arbitration or any administrative or other proceeding by or
before any governmental or other instrumentality or agency, pending, or, to the
knowledge of Seller, threatened against either Company which would have a
material adverse effect on the business, financial condition or results of
operations of such Company.

               Section 10  TAXES.  Each Company has filed or caused to be filed,
or will file or cause to be filed on or prior to the Final Closing Date (as
necessary), all federal, state, local and foreign income tax returns and tax
reports which are required to be filed by, or with respect to, either Company
respecting periods ending on or prior to the Final Closing Date (taking into
account any extension of time to file granted to or on behalf of either Company)
(collectively, the "Returns"), except for Returns the failure to file which
would not, in the aggregate, have a material adverse effect on the business,
financial condition or results of operations of either of the Companies.  Except
as set forth in Schedule 2.10 attached hereto, all federal, state, local and
foreign income taxes (including interest and penalties) ("Taxes") shown to be
due and payable on the Returns by or with respect to either Company have been,
or prior to the Final Closing Date will be, paid.  Except as disclosed on
Schedule 2.10, (a) there are no waivers in effect of the applicable statutory
period of limitation for federal income taxes of either Company for any taxable
period, and (b) no deficiency assessment or proposed 

                                           6
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adjustment with respect to any tax liability of either Company for any 
taxable period is pending or, to the knowledge of Seller, threatened.  
Neither Company has entered into any tax allocation agreement with Seller or 
any of Seller's other subsidiaries. 

               Section 11  CONDUCT OF BUSINESS.  Since the Balance Sheet Date,
and except as set forth in Schedule 2.11 attached hereto or as contemplated or
expressly required or permitted by this Agreement, neither Company has taken any
action which, if taken subsequent to the execution of this Agreement and on or
prior to the Initial Closing Date, would constitute a breach of Seller's
agreements set forth in Article IV, Section 1.

               Section 12  INTELLECTUAL PROPERTIES.  Set forth in Schedule 2.12
attached hereto is a list of the material domestic and foreign patents, patent
applications, patent licenses, software licenses, trade names, trademarks,
service marks, trademark registrations and applications, service mark
registrations and applications, copyright registrations and applications owned
by either Company (collectively, the "Intellectual Property").  Unless otherwise
indicated in Schedule 2.12, a Company owns the entire right, title and interest
in and to the Intellectual Property (including, without limitation, the
exclusive right to use and license the same) and each item constituting part of
the Intellectual Property has been, to the extent indicated in  Schedule 2.12,
duly registered with, filed in or issued by, as the case may be, the United
States Patent and Trademark Office or such other government entity, domestic or
foreign, as is indicated in Schedule 2.12 and, to the knowledge of Seller, such
registrations, filings and issuances remain in full force and effect.  To the
knowledge of Seller, except as stated in Schedule 2.12, there are no pending
proceedings or litigation or other adverse claims made in writing affecting or
with respect to the Intellectual Property.

               Section 13  COMPLIANCE WITH LAWS.  Except as set forth in
Schedule 2.13 attached hereto, each Company is, to the knowledge of Seller, in
compliance with all applicable laws, regulations, orders, judgments and decrees
except where the failure to so comply would not have a material adverse effect
on the business, financial condition or results of operations of either of the
Companies.

               Section 14  EMPLOYEE BENEFIT PLANS.  Each material employee
benefit plan within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), maintained or adopted by a
Company (collectively, the "Plans") is set forth in Schedule 2.14 attached
hereto, is in substantial compliance with applicable law and has been
administered and operated in all material respects in accordance with its terms.
Each Plan which is intended to be "qualified" within the meaning of
Section 401(a) of the Code, has received a favorable determination letter from
the Internal Revenue Service, or application for such determination has been
made and is currently pending and, to the knowledge of Seller, no event has
occurred and no condition exists which could reasonably be expected to result in
the revocation of any such determination or disqualification of any Plan.  No
Plan is subject to Title IV of ERISA.  Full payment has been made of all amounts
which either Company was required under the terms of the Plans to have paid as
contributions to such Plans on or prior to the date hereof (excluding any
amounts not yet due) and no Plan which is subject to Part 3 of Subtitle B of
Title 1 of ERISA has incurred any "accumulated funding deficiency" (within the
meaning of Section 302 of ERISA or Section 412 of the Code), whether or not
waived.  Neither Company nor, to the knowledge of Seller, any other
"disqualified person," or "party in interest" (as 

                                         7
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defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, 
respectively) has engaged in any transactions in connection with any Plan 
that could reasonably be expected to result in the imposition of a material 
penalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 
of ERISA, or a tax pursuant to Section 4975(a) of the Code.  No material 
liability, claim, action or litigation, has been made, commenced or, to the 
knowledge of Seller, threatened with respect to any Plan (other than for 
benefits payable in the ordinary course and PBGC insurance premiums).  No 
Plan or related trust owns any securities in violation of Section 407 of 
ERISA.  Neither Company has ever maintained, contributed to, or participated 
or agreed to participate in any "multiemployer plan," as such term is defined 
in Section 4001(a)(3) of ERISA.

               Section 15  INSURANCE.  Schedule 2.15 attached hereto contains a
list of the major policies and contracts for property and casualty insurance
maintained by the Companies.  All such policies are in full force and effect.
Seller shall cause each Company to use its reasonable efforts to keep or cause
to be kept such policies (or substantial equivalents) in such amounts duly in
force until the Final Closing Date and shall give Purchaser notice of any
material change in such policies.

               Section 16  BROKER'S OR FINDER'S FEES.  No agent, broker, Person
or firm acting on behalf of Seller or either Company is, or will be, entitled to
any commission or broker's or finder's fees from any of the parties hereto, or
from any Person controlling, controlled by or under common control with any of
the parties hereto, in connection with any of the transactions contemplated
herein, except for Furman Selz LLC, whose fees and expenses will be paid by
Seller.

               Section 17  PURCHASE FOR OWN ACCOUNT.    Seller will acquire the
C-CAR Shares for its own account, and not with a view toward any resale or
distribution thereof.


                                   ARTICLE III

                          REPRESENTATIONS OF PURCHASER

               Purchaser represents and warrants as follows:

               Section 1  EXISTENCE OF PURCHASER.  Purchaser is a limited
partnership duly organized and validly existing under the laws of the State of
Texas.  The general partner and each of the limited partners of Purchaser, and
the percentage ownership interests of each of them, are listed on Schedule 3.1
hereto.  Purchaser has the power and authority to make, execute, deliver, and
perform this Agreement, and this Agreement has been duly authorized and approved
by all required action of Purchaser.  The Person shown as general partner of
Purchaser on Schedule 3.1 hereto has the requisite power and authority to make,
execute and deliver this Agreement on behalf of Purchaser.  This Agreement is a
valid and binding obligation of Purchaser enforceable against Purchaser in
accordance with its terms.

               Section 2  OWNERSHIP OF STOCK.  Purchaser is the lawful owner of
the C-CAR Shares, free and clear of all liens, encumbrances, restrictions
(except for restrictions on the public sale of such Shares) 

                                        8
<PAGE>

and claims of every kind.  Purchaser has the full legal right, power and 
authority to sell, assign, transfer and convey the C-CAR Shares in accordance 
with the terms and subject to the conditions of this Agreement.  The delivery 
to Seller of the C-CAR Shares pursuant to the provisions of this Agreement 
will transfer to Seller valid title thereto, free and clear of any and all 
adverse claims. 

               Section 3  NO RESTRICTIONS.  Assuming all filings required by the
HSR Act, if any, are duly made and the waiting period thereunder has been
terminated or expired, the execution and delivery of this Agreement by Purchaser
and the consummation of the transactions contemplated hereby

                    (a)  will not violate any provision of the Certificate of
                         Limited Partnership or the Partnership Agreement of
                         Purchaser, 

                    (b)  to the knowledge of Purchaser will, not violate any
                         statute, rule, regulation, order or decree of any
                         public body or authority by which Purchaser or any of
                         its properties or assets is bound, and

                    (c)  to the knowledge of Purchaser will, not result in a
                         violation or breach of, or constitute a default under,
                         any license, franchise, permit, indenture, agreement or
                         other instrument to which Purchaser is a party, or by
                         which Purchaser or any of its properties or assets is
                         bound,

excluding from the foregoing clauses (b) and (c) violations, breaches or
defaults which, either individually or in the aggregate, would not prevent
Purchaser from performing its obligations under this Agreement or consummation
of the transactions contemplated by this Agreement.

               Section 4  PURCHASE FOR INVESTMENT.    Purchaser will acquire the
Stock for its own account for investment and not with a view toward any resale
or distribution thereof.  Purchaser is (i) an "accredited investor," as such
term is defined in Rule 501(a) of Regulation D promulgated under the Securities
Act of 1933, (ii) sophisticated and has such knowledge and experience as is
necessary to enable Purchaser to evaluate the merits and risks of an investment
in the Stock, and (iii) able to bear the economic risk of an investment in the
Stock for an indefinite period.

               Section 5  FINANCING.  Purchaser has sufficient shares of C-CAR
Common Stock available to it to purchase all of the Stock pursuant to this
Agreement.

               Section 6  BROKER'S OR FINDER'S FEES.  No agent, broker, Person
or firm acting on behalf of Purchaser is, or will be, entitled to any commission
or broker's or finder's fees from any of the parties hereto, or from any Person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated herein.

                                       9
<PAGE>

                                   ARTICLE IV

              CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW, ETC.

               Section 1  CONDUCT OF BUSINESS OF THE COMPANIES.  During the
period from the date of this Agreement to the Final Closing Date, Seller agrees
to use its reasonable efforts to cause the Companies to conduct their respective
operations in the ordinary course of business. Notwithstanding the immediately
preceding sentence, pending the Final Closing Date and except as may be first
approved by Purchaser (such approval not to be unreasonably withheld) or as is
otherwise permitted or required by this Agreement, Seller agrees to use its
reasonable efforts to cause

                    (a)  each Company's Articles of Incorporation and By-Laws to
                         be maintained in their respective forms on the date of
                         this Agreement,

                    (b)  the compensation payable or to become payable by each
                         Company to any director, officer or employee being paid
                         $150,000 per year or more to be maintained at the
                         amount existing on the date of this Agreement,

                    (c)  each Company to refrain from making any bonus, pension,
                         retirement or insurance payment or arrangement to or
                         with any Persons except those that have been accrued or
                         accrue in the ordinary course of business,

                    (d)  each Company to refrain from entering into any contract
                         or commitment, except contracts and commitments in the
                         ordinary course of business for aggregate amounts of
                         less than $50,000 per fiscal year, 

                    (e)  each Company to refrain from increasing its
                         indebtedness for borrowed money, except current
                         borrowings in the ordinary course of business under the
                         General Motors Acceptance Corporation ("GMAC") floor-
                         plan financing facility, 

                    (f)  each Company to refrain from canceling or waiving any
                         claims or rights of substantial value which
                         individually or in the aggregate are material to the
                         Companies, taken as a whole,

                    (g)  each Company to refrain from declaring or paying any
                         dividends,.

                    (h)  each Company to collect its contracts in transit that
                         are in existence on the date of this Agreement,
               
                    (i)  each Company to file any existing claims under the
                         Company's insurance policies and to obtain the
                         insurance company's defense of claims made against the
                         Company, particularly those disclosed in Schedule 2.9,
                         (including 

                                           10
<PAGE>

                         assistance from Seller's legal staff and
                         counsel to enforce insurance coverage in effect and
                         make claims prior to the Final Closing Date), and
               
                    (j)  the reconciliation of Seller's payables with each
                         Company's receivables.

Notwithstanding anything else herein to the contrary, Seller shall not be
responsible for the obligations in Article IV, Section 1 (a) through (j) above,
to the extent Purchaser or its representatives (including Mr. Rice pursuant to
the Management Agreement attached hereto as EXHIBIT B) have taken actions
inconsistent therewith.

               Section 2  EXCLUSIVE DEALING.  During the period from the date of
this Agreement to August 15, 1997, Seller shall not take any action to, directly
or indirectly, encourage, initiate or engage in discussions or negotiations
with, or provide any information to, any Person other than Purchaser, concerning
any purchase of the Stock or any merger, sale of substantial assets or similar
transaction involving either Company.

               Section 3  REVIEW OF THE COMPANY.  Purchaser may, prior to the
Final Closing Date, through its representatives, review the properties, books,
and records of the Companies to familiarize itself with such properties and the
businesses of the Companies.  Seller shall cause the Companies to permit
Purchaser and its representatives to have reasonable access to the premises and
to the books and records of the Companies during normal working hours and to
furnish Purchaser with such financial and operating data and other information
with respect to the businesses and properties of the Companies as Purchaser
shall from time to time reasonably request.  Purchaser may make copies of such
books, records and other information and retain such copies after the Initial
Closing Date.  Seller will use its reasonable efforts to provide Purchaser with
copies of any books, records or other information relating to the Companies
requested by Purchaser after the Initial Closing Date.  The parties hereto
acknowledge that Purchaser (or an affiliate of Purchaser) and Furman Selz LLC
(on behalf of Seller and the Companies) have entered into a Confidentiality
Agreement dated _______________, 1997 (the "Confidentiality Agreement") and
Purchaser confirms that it and its affiliates will comply with their respective
obligations thereunder.

               Section 4 REASONABLE EFFORTS.  Each of the parties agrees to use
its reasonable, good faith efforts to take, or cause to be taken, all action to
do, or cause to be done, and to assist and cooperate with the other parties
hereto in doing, all things necessary, proper or advisable to consummate and
make effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement, including, but not limited to:

                    (a)  compliance with the HSR Act, if applicable, in all
                         respects (including the filing of a notification and
                         report form to the extent necessary),

                    (b)  obtaining all necessary waivers, consents and approvals
                         from governmental or regulatory agencies or authorities
                         and making all necessary registrations and filings
                         (including, but not limited to, filings with
                         governmental or regulatory agencies or authorities, if
                         any) and taking all reasonable steps as 

                                           11
<PAGE>

                         may be necessary to obtain any approval or waiver from,
                         or to avoid any action or proceeding by, any 
                         governmental agency or authority, 

                    (c)  obtaining all necessary consents, approvals or waivers
                         from third parties, and

                    (d)  defending any lawsuits or any other legal proceedings
                         whether judicial or administrative, challenging this
                         Agreement or the consummation of the transactions
                         contemplated hereby including, without limitation,
                         seeking to have any temporary restraining order entered
                         by any court or administrative authority vacated or
                         reversed.

               Section 5  INTERIM USE OF COMPUTER SYSTEM.  Seller will provide
Purchaser with access to the Reynolds + Reynolds computer system currently in
place at the Companies after the Initial Closing Date.  Purchaser shall use its
best efforts to cause Reynolds + Reynolds to install a new system to Purchaser's
specifications after the Final Closing Date or purchase the existing equipment
as provided below.  Until such installation or purchase of the existing
equipment, Purchaser agrees to reimburse Seller on a monthly basis, beginning on
the Initial Closing Date, for the costs of the equipment lease, support,
licensing fees, and data lines relating to such system and allocated to the
Companies by Seller and as shown on Schedule 3.7.  If Purchaser chooses to
purchase the existing equipment, it will do so on such terms and conditions,
including purchase price, that are mutually agreed upon by the parties.  Seller
will not be liable for any losses or damages caused by system, hardware,
software, and/or data lines malfunctions or failures.  Purchaser shall pay, or
cause to be paid, the costs of all custom programming, reports, and forms
ordered by either Company for the Reynolds + Reynolds system.  

               Section 6  PARTNERSHIP WITH PREMIER AUTO FINANCE.  Purchaser will
enter into a separate partnership with Premiere Auto Finance (if Purchaser
desires to continue a financing arrangement similar to the one between Seller
and Premiere) and Purchaser agrees not to sell any contracts to the partnership
between Seller and Premiere Auto Finance.


                                    ARTICLE V

                      CONDITIONS TO PURCHASER'S OBLIGATIONS

               Section 1  CONDITIONS TO INITIAL CLOSING.  The purchase of the
Stock by Purchaser  is conditioned upon the satisfaction or waiver, at or prior
to the Initial Closing Date, of the following conditions:

                    (a)  BOARD APPROVAL.  Seller shall have delivered to
                         Purchaser resolutions of the Board of Directors of
                         Seller certified by the Secretary or an Assistant
                         Secretary of Seller authorizing the execution, delivery
                         and performance by Seller of this Agreement and the
                         transactions contemplated hereby.

                                           12
<PAGE>

                    (b)   NO MATERIAL ADVERSE CHANGE.  From the date of this
                         Agreement to the Initial Closing Date, there shall not
                         have been a material adverse change in the business,
                         financial condition or results of operations of either
                         of the Companies.

                    (c)  MANAGEMENT AGREEMENT.  Seller and Emmett M. Rice, Jr.
                         shall have entered into a Management Agreement in
                         substantially the form of EXHIBIT B hereto.

                    (d)  TRUTH OF REPRESENTATIONS AND WARRANTIES.  The
                         representations and warranties of Seller contained in
                         this Agreement or in any Schedule delivered pursuant
                         hereto shall be true and correct in all material
                         respects on and as of the Initial Closing Date with the
                         same effect as though such representations and
                         warranties had been made on and as of such date, and
                         Seller shall have delivered to Purchaser a certificate,
                         dated the Initial Closing Date, to such effect.

                    (e)  PERFORMANCE OF AGREEMENTS.  Each and all of the
                         agreements of Seller to be performed at or prior to the
                         Initial Closing Date pursuant to the terms hereof shall
                         have been duly performed in all material respects and
                         Seller shall have delivered to Purchaser a certificate,
                         dated the Initial Closing Date, to such effect.

                    (f)  ESCROW AGREEMENT.  Seller and Purchaser shall have
                         entered into an Escrow Agreement in substantially the
                         form of EXHIBIT A, hereto.

               Section 2  CONDITIONS TO FINAL CLOSING.  Purchaser's obligation
to purchase the Stock and to consummate the Final Closing is conditioned upon
the satisfaction or waiver, at or prior to the Final Closing Date, of the
following conditions:

                    (a)  OPINION OF SELLER'S COUNSEL.  Purchaser shall have
                         received an opinion, dated the Final Closing Date, of
                         Winstead Sechrest & Minick P.C., to the effect set
                         forth in EXHIBIT C hereto.

                    (b)  LEASE AGREEMENT.  Purchaser and Seller shall have
                         entered into a lease agreement relating to the
                         Performance Dodge dealership containing the terms and
                         provisions set forth in EXHIBIT D hereto.

                    (c)  ADJUSTMENTS TO ELIMINATE DEBT AND TRANSFER REAL ESTATE.
                         The following transactions necessary to make the
                         adjustments reflected on the Balance Sheets to
                         eliminate debt and transfer real estate must have
                         occurred:

                         (1)  Seller must have assumed or transferred the
                              Companies' respective General Motors Acceptance
                              Corporation ("GMAC") capital loans in 

                                          13
<PAGE>

                              the amounts of $3,171,429 (Performance Dodge) and 
                              $1,080,000 (Performance Nissan) as of May 31, 
                              1997.

                         (2)  Seller must have contributed to the Companies'
                              capital the intercompany debt of the Companies to
                              Seller and its affiliates in the amounts of
                              $2,025,000 (Performance Dodge) and $2,050,000
                              (Performance Nissan) as of May 31, 1997.
               
                         (3)  The intercompany accounts of the Companies to
                              Seller or its affiliates, including those to C-CAR
                              Wholesaler, must have been eliminated.

                         (4)  The real estate on which Performance Dodge
                              currently operates must have been transferred to
                              Seller and Seller must have assumed the related
                              GMAC mortgage (and have obtained Performance
                              Dodge's release from the mortgage) at their May
                              31, 1997 book values.

                    (d)  ACCOUNTING FOR AON PARTNERSHIP.  Seller must perform a
                         final accounting of each Company's investment in the
                         partnership between Seller and Premiere Auto Finance
                         (including an accounting relating to dealer reserves
                         retained) and must remit the full amount of the balance
                         of each Company's investment in that partnership
                         (including the 50% of the Companies' share of the
                         partnership's profits and capital that have been
                         credited to Seller).  Purchaser will cooperate with and
                         assist Seller in reconciling amounts due from the
                         partnership to the parties' mutual satisfaction.

                    (e)  RELEASE OF LIABILITIES.  Purchaser shall have obtained
                         the release of the Companies, Emmett M. Rice, Jr., the
                         Purchaser, and their affiliates from any and all
                         liability for any indebtedness or obligation of Seller
                         and its affiliates (excluding the Companies), including
                         without limitation the release of Emmett M. Rice, Jr.,
                         from his obligations as a Chevrolet dealer and the
                         release of Emmett M. Rice, Jr., from his obligations
                         pursuant to his guaranty of the amounts owed under the
                         floor plan indebtedness of Seller and its affiliates
                         (other than the Companies) as of the Final Closing Date
                         to GMAC.

                    (f)   NO MATERIAL ADVERSE CHANGE; TRUTH OF REPRESENTATIONS
                         AND WARRANTIES.  From the Initial Closing Date to the
                         Final Closing Date as a result of actions taken by
                         Seller, there shall not have been (i) a material
                         adverse change in the business, financial condition or
                         results of operations of either of the Companies or
                         (ii) a breach of a representation or warranty
                         hereunder.

                    (g)  PERFORMANCE OF AGREEMENTS.  Each and all of the
                         agreements of Seller to be performed at or prior to the
                         Final Closing Date pursuant to the terms hereof (other
                         than those performed at or prior to the Initial Closing
                         Date) shall have 

                                             14
<PAGE>

                         been duly performed in all material respects, and 
                         Seller shall have delivered to Purchaser a certificate,
                         dated the Final Date, to such effect.

                    (h)  NO INJUNCTION.  No court or other governmental body or
                         public authority shall have issued an order which shall
                         then be in effect restraining or prohibiting the
                         completion of the transactions contemplated hereby.

                    (i)  APPROVALS.  All consents and approvals, if any,
                         necessary to permit the consummation of the
                         transactions contemplated by this Agreement shall have
                         been received, including without limitation all
                         necessary licences and permits required for the
                         companies to continue to transact business in the State
                         of Oklahoma and all necessary consents of
                         manufacturers.  All time periods under the HSR Act, if
                         applicable, shall have expired.

                    (j)  CERTAIN REIMBURSEMENTS.  Seller shall have reimbursed
                         the Purchaser for all deductibles paid or accrued by
                         the Companies for vehicles included on the Balance
                         Sheets that were not included in prepaid amounts on the
                         Balance Sheets for vehicles reported as stolen. 


                                   ARTICLE VI

                       CONDITIONS TO SELLER'S OBLIGATIONS

               Section 1 CONDITIONS TO INITIAL CLOSING.  The sale of the Stock
by Seller on the Initial Closing Date is conditioned upon satisfaction or
waiver, at or prior to the Initial Closing Date, of the following conditions:

                    (a)  BOARD APPROVAL.  Purchaser shall have delivered to
                         Seller resolutions of the Board of Directors of
                         Purchaser's general partner certified by the Secretary
                         or an Assistant Secretary of Purchaser's general
                         partner authorizing the execution, delivery and
                         performance by Purchaser of this Agreement and the
                         transactions contemplated hereby.

                    (b)  TRUTH OF REPRESENTATIONS AND WARRANTIES.  The
                         representations and warranties of Purchaser contained
                         in this Agreement shall be true and correct in all
                         material respects on and as of the Initial Closing Date
                         with the same effect as though such representations and
                         warranties had been made on and as of such date, and
                         Purchaser shall have delivered to Seller a certificate,
                         dated the Initial Closing Date to such effect.

                    (c)  PERFORMANCE OF AGREEMENTS.  Each and all of the
                         agreements of Purchaser to be performed at or prior to
                         the Initial Closing Date pursuant to the terms hereof
                         shall have been duly performed in all material
                         respects, and Purchaser 

                                               15
<PAGE>

                         shall have delivered to Seller a certificate, dated the
                         Initial Closing Date, to such effect.

               Section 2 CONDITIONS TO FINAL CLOSING.  Seller's obligation to
consummate the Final Closing is conditioned upon the satisfaction or waiver, at
or prior to the Final Closing Date, of the following conditions:

                    (a)  OPINIONS OF PURCHASER'S COUNSEL.  Purchaser shall have
                         furnished Seller with an opinion, dated the Closing
                         Date, of Mullin Hoard & Brown, LLP, to the effect set
                         forth in EXHIBIT E hereto.

                    (b)  FAIRNESS OPINION.  In the event it has been requested
                         by Seller, Seller shall have received an opinion from
                         Furman Selz LLC addressed to the Board of Directors of
                         Seller, that the purchase price to be received by
                         Seller for the Stock is fair, from a financial point of
                         view, to Seller.

                    (c)  RELEASE OF LIABILITIES.  (a) Purchaser shall have
                         either (i) paid in full the floor-plan indebtedness
                         (the "Floor-Plan Indebtedness") owed by the Companies
                         as of the Final Closing Date to GMAC, or (ii) obtained
                         from GMAC the full release of each of Bill Gilliland,
                         Sandra Gilliland, and Gilliland Group Family
                         Partnership, Seller and any and all of their
                         affiliates, from their obligations pursuant to their
                         guaranties of the Floor-Plan Indebtedness, and
                         (b) Seller and its affiliates shall have been released
                         from any and all other liability for any indebtedness
                         or obligation of either Company, including without
                         limitation the liability of Seller pursuant to its
                         guaranty of the obligations of Performance Nissan under
                         the lease agreement between Performance Nissan and the
                         Hudiburg family trusts.

                    (d)  LICENSES AND PERMITS.  Purchaser shall have provided
                         Seller with evidence that it has notified the Oklahoma
                         Motor Vehicle Commission and the Oklahoma Used Motor
                         Vehicle and Parts Commission of the transactions
                         contemplated hereby, and obtained all necessary
                         licenses and permits required for the Companies to
                         transact business in the State of Oklahoma.

                    (e)  NO INJUNCTION.  No court or other governmental body or
                         public authority shall have issued an order which shall
                         then be in effect restraining or prohibiting the
                         completion of the transactions contemplated hereby.

                    (f)  APPROVALS.  All consents and approvals, if any,
                         necessary to permit the consummation of the
                         transactions contemplated by this Agreement shall have
                         been received, including without limitation all
                         necessary consents of manufacturers.  All time periods
                         under the HSR Act, if applicable, shall have expired.

                                          16
<PAGE>

                                   ARTICLE VII

                         NO SURVIVAL OF REPRESENTATIONS;
                              EVENTS OF TERMINATION     

               Section 1  NO SURVIVAL OF REPRESENTATIONS.  Except for the
representations and warranties set forth in Article II, Sections 1 and 16 and
Article III, Section 6 which shall survive until the applicable statute of
limitations has expired, the representations and warranties of Seller and
Purchaser contained in this Agreement shall survive the purchase and sale of the
Stock contemplated hereby for a period of one year from the Initial Closing
Date. 

               Section 2  EVENTS OF TERMINATION.  This Agreement may be
terminated (a) by mutual written agreement of Purchaser and Seller or (b) by
Purchaser by written notice to Seller, if the conditions to the Initial Closing
set forth in Article V hereof shall not have been complied with or performed on
or prior to the Initial Closing Date in any material respect, or (c) by Seller
by written notice to Purchaser, if the conditions to the Initial Closing set
forth in Article VI hereof shall not have been complied with or performed on or
prior to the Initial Closing Date in any material respect, and, in either case,
such noncompliance or nonperformance shall not have been cured or eliminated (or
by its nature cannot be cured or eliminated) on or before August 15, 1997.

               Section 3  EFFECT OF TERMINATION.  In the event that this
Agreement shall be terminated pursuant to Article VII, Section 2, all further
obligations of the parties hereto under this Agreement (other than pursuant to
Article VII, Section 4 and Article VIII, Section 2 and as provided in the
Confidentiality Agreement) shall terminate without further liability or
obligation of either party to the other party hereunder.

               Section 4  FAILURE TO CLOSE.  (a) If Purchaser fails to
consummate the transactions contemplated on its part to occur on the Initial
Closing Date, in circumstances whereby this Agreement has not been terminated
and all conditions of the Initial Closing set forth in Article V have been
satisfied in all material respects or waived, Purchaser shall be liable to
Seller for Seller's actual damages.

                    (b)  If Seller fails to consummate the transactions
contemplated on its part to occur on the Initial Closing Date, in circumstances
whereby this Agreement has not been terminated and all conditions of the Initial
Closing set forth in Article VI have been satisfied in all material respects or
waived, Seller shall be liable to Purchaser for Purchaser's actual damages.


                                       17
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

               Section 1  KNOWLEDGE.  As used in this Agreement, the term "to
the knowledge of Seller" shall mean the actual knowledge of Seller (excluding
the actual knowledge of Emmett M. Rice, Jr.), and the term "to the knowledge of
"Purchaser" shall mean the actual knowledge of Purchaser.  Seller has relied on
certain information provided by Emmett M. Rice, Jr. in preparing certain of the
schedules to this Agreement.  Seller shall have no liability for any breach of
any representation or warranty contained in this Agreement as a result of (i)
any incomplete or inaccurate information of which Mr. Rice had actual knowledge
and was not disclosed to Seller at the time the representation or warranty was
made, or (ii) any material information inaccurately disclosed by Mr. Rice to the
Company. 

               Section 2  EXPENSES.  The parties hereto shall pay all of their
own expenses relating to the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of their respective counsel
and advisor; except that HSR filing fees, if any, will be paid one-half ( 1/2)
by Seller and one-half ( 1/2) by Purchaser.

               Section 3  TRANSFER TAXES.    All stamp, transfer, documentary,
sales, use, registration and other such taxes and fees (including any penalties
and interest) incurred in connection with this Agreement and the transactions
contemplated hereby (other than those imposed on or measured by the income of
Seller or Purchaser) (collectively, the "Transfer Taxes") shall be paid:

                    (a)  regarding those imposed on the transfer of the Stock,
                         by Purchaser, and Purchaser shall, at its own expense,
                         procure any stock transfer stamps required by, and
                         properly file on a timely basis all necessary tax
                         returns and other documentation with respect to, any
                         Transfer Tax and provide to Seller evidence of payment
                         of all Transfer Taxes. 

                    (b)  regarding those imposed on the transfer of the C-CAR
                         Shares, by Seller and Seller shall, at its own expense,
                         procure any stock transfer stamps required by, and
                         properly file on a timely basis all necessary tax
                         returns and other documentation with respect to, any
                         Transfer Tax and provide to Purchaser evidence of
                         payment of all Transfer Taxes. 

               Section 4  NOTIFICATION.  Until the Closing, Purchaser shall
promptly inform Seller in writing of any material variances discovered by
Purchaser or its representatives in the representations and warranties of Seller
contained in this Agreement.

               Section 5  GOVERNING LAW.  The interpretation and construction of
this Agreement, and all matters relating hereto, shall be governed by the laws
of the State of Texas applicable to contracts made and to be performed entirely
within the State of Texas.

                                            18
<PAGE>

               Section 6  "PERSON" DEFINED.  "Person" shall mean and include an
individual, a partnership, a limited liability company, a joint venture, a
corporation, a trust, an unincorporated organization and a government or other
department or agency thereof.

               Section 7  CAPTIONS.  The Article and Section captions used
herein are for reference purposes only, and shall not in any way affect the
meaning or interpretation of this Agreement.

               Section 8  PUBLICITY.  Except as otherwise required by law or
regulation, none of the parties hereto shall issue any press release or make any
other public statement, in each case relating to or connected with or arising
out of this Agreement or the matters contained herein, without obtaining the
prior approval of the other party hereto to the contents and the manner of
presentation and publication thereof, except that Seller may make disclosure
relating to the matters contained herein according to Seller's normal disclosure
practices.  The requirements of this Article VIII, 8 shall be in addition to
those included in the Confidentiality Agreement.

               Section 9  CONTINUATION OF INDEMNIFICATION; INSURANCE. 
(a) Purchaser agrees that subsequent to the Initial Closing Date each Company,
and Seller agrees that subsequent to the Initial Closing Date Seller and each of
its current subsidiaries other than the Companies, shall continue to indemnify
and hold harmless each of its present and former directors, officers, employees
and agents, in their capacities as such (the "Indemnified Persons"), from and
against all damages actually incurred or suffered in connection with any
threatened or pending action, suit or proceeding at law or in equity by any
Person or any arbitration or any administrative or other proceeding relating to
the business of either Company, or of the Seller or any of its subsidiaries
other than the Companies, to the fullest extent permitted under each of their
respective charter documents.  In addition, subsequent to the Initial Closing
Date, Purchaser shall not, and shall not permit either Company to, and Seller
shall not, and shall not permit any of its subsidiaries to, amend or modify its
charter documents, except as required by law, if the effect of such amendment or
modification would be to lessen or otherwise adversely affect the
indemnification rights of the Indemnified Persons as provided therein.  In
addition, Purchaser shall permit the Companies to, and Seller shall, and shall
permit its subsidiaries to, advance expenses to each such Indemnified Person to
the fullest extent so permitted upon receipt of any undertaking required by law.
In the event that either Company, or that Seller or any of its subsidiaries,
transfers all or substantially all of its properties and assets to any Person,
then and in each such case, proper provisions shall be made so that the
transferee shall assume the obligations of such Company, Seller, or each of
Seller's subsidiaries under this Article VIII, Section 9(a).

               (b)  Purchaser shall cause to be maintained for a period of six
years after the Final Closing Date each Company's current policies of directors
and officers liability insurance; and Seller shall cause to be maintained for a
period of six years after the Final Closing Date Seller's and each of Seller's
subsidiaries' current policies of directors and officers liability insurance. 
The obligation to maintain insurance includes the obligation to purchase all
available extended reporting periods with respect to pre-existing insurance
should the procurement of insurance meeting the above-described conditions not
be achieved.

                                        19
<PAGE>

               (c)  This Article VIII, Section 9 is intended to benefit each of
the Indemnified Persons, each of whom shall be entitled to enforce the
provisions hereof.

               Section 10  MEMORANDUM; DISCLAIMER OF PROJECTIONS.  Seller makes
no representation or warranty to Purchaser except as specifically made in this
Agreement.  In particular, unless Seller has made the representation or warranty
in this Agreement, Seller makes no representation or warranty to Purchaser with
respect to (a) the information set forth in the Confidential Memorandum
distributed by Furman Selz LLC in connection with the offering of the Companies
or (b) any financial projection or forecast relating to the Companies.  With
respect to any such projection or forecast delivered by or on behalf of Seller
to Purchaser, Purchaser acknowledges that (1) there are uncertainties inherent
in attempting to make such projections and forecasts, (2) it is familiar with
such uncertainties, (3) it is taking full responsibility for making its own
evaluation of the adequacy and accuracy of all such projections and forecasts so
furnished to it and (4) it shall have no claim against Seller with respect
thereto.

               Section 11  INDEMNIFICATION.  (a)  Seller shall indemnify, hold
harmless and defend Purchaser, its subsidiaries, affiliates, and its general
partner's and affiliates' officers, directors, partners, employees, agents,
advisors and representatives against any and all damages including costs,
expenses, claims, suits, damages, fines, deficiencies, liabilities, and losses
(including out of pocket expenses, reasonable attorneys' fees and accountants'
fees) of any nature ("Losses") suffered, incurred or paid by Purchaser which
result from (i) the material breach of any covenant or agreement with Purchaser,
or the material inaccuracy of any representation or warranty to Purchaser by
Seller in this Agreement or any certificate, instrument or agreement delivered
to Purchaser hereunder, (ii) any and all taxes of Seller, and all affiliates not
relating to or arising out of the businesses of the Companies, (iii) the amounts
of all refunds a Company makes to GMAC regarding contracts in transit that arose
before the Initial Closing Date and become uncollectible after the Initial
Closing Date because GMAC cannot maintain its security interest because of late
filing of title for which GMAC does not return the collateral to the Company,
(iv) the cost of defending and amount of any liability regarding claims made
against a Company for actions or inactions occurring before the Initial Closing
Date for which the Company's insurance company will not provide a defense or
coverage, or (v) any Environmental Liabilities (as hereinafter defined) arising
out of the ownership and operation before the Final Closing Date of the real
estate currently owned by Performance Dodge (except for Environmental
Liabilities caused by Purchaser or its representatives after the Initial Closing
Date).

               (b)  Purchaser shall indemnify, hold harmless and defend Seller
and its affiliates, directors, officers, employees and agents against any and
all Losses suffered, incurred or paid by Seller or its affiliates, directors,
officers, employees or agents which result from (i) the material breach of any
covenant or agreement with Seller or the material inaccuracy of any
representation or warranty to Seller by Purchaser in this Agreement or any
certificate, instrument or agreement executed and delivered to Seller hereunder;
or (ii) the ownership and operation of the Companies after the Final Closing
Date.

               (c)  "Environmental Liabilities" means any and all liabilities,
current or future, accrued or contingent, arising in connection with or relating
to the real estate currently owned by Performance 

                                       20
<PAGE>

Dodge which arise under or relate to Environmental Laws.  "Environmental 
Laws" means any and all applicable laws relating to the environment or the 
effect of the environment on human health, or relating to emissions, 
discharges, handling, management, disposal, use or releases of pollutants, 
contaminants, petroleum or petroleum products, asbestos, PCBs, chemicals or 
industrial, toxic, radioactive or hazardous substances or wastes into the 
environment, including ambient air, surface water, ground water, or land, or 
otherwise relating to the manufacture, processing, distribution, use, 
treatment, storage, disposal, transport or handling of pollutants, 
contaminants, petroleum or petroleum products, asbestos, PCBs, chemicals or 
industrial, toxic, radioactive or hazardous substances or wastes or the 
clean-up or other remediation thereof.

               Section 12  NOTICES.  Any notice or other communications required
or permitted hereunder shall be sufficiently given if delivered in Person or
sent by telecopy or by registered or certified mail, postage prepaid, addressed
as follows:  if to Purchaser, to Benji Investments, Ltd., 2605 Teckla, Amarillo,
Texas 79106, Attention: Emmett Rice, with a copy to its counsel, Mullin Hoard &
Brown, LLP, 800 Amarillo National Plaza Two, 5th & Taylor, Amarillo Texas 79101,
Telecopy No. (806) 372-5086, Attention: J.F. Howell III, Esq., and if to Seller,
to Cross-Continent Auto Retailers, Inc., 1201 South Taylor Street, Amarillo,
Texas 79109, Telecopy No. (806) 374-3818, Attention:  Robert W. Hall, with a
copy to Winstead Sechrest & Minick P.C., 1201 Elm Street, Suite 5400, Dallas,
Texas 75270, Telecopy No. (214) 745-5390, Attention:  Thomas W. Hughes, Esq.; or
such other address or number as shall be furnished in writing by any such party,
and such notice or communication shall be deemed to have been given as of the
date received.

               Section 13  PARTIES IN INTEREST.  This Agreement may not be
transferred, assigned, pledged or hypothecated by any party hereto, other than
by operation of law.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.

               Section 14  COUNTERPARTS.  This Agreement may be executed in two
or more counterparts, all of which taken together shall constitute one
instrument.

               Section 15  ENTIRE AGREEMENT.  This Agreement, including the
Exhibits, Schedules and other documents referred to herein which form a part
hereof, and the Confidentiality Agreement, contain the entire understanding of
the parties hereto with respect to the subject matter contained herein and
therein.  This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter other than the
Confidentiality Agreement.

               Section 16  AMENDMENTS.  This Agreement may not be changed
orally, but only by an agreement in writing signed by the parties hereto. Any
provision of this Agreement can be waived, amended, supplemented or modified by
written agreement of the parties hereto.

               Section 17  SEVERABILITY.  In case any provision in this
Agreement shall be held invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof will not in any
way be affected or impaired thereby.

                                          21
<PAGE>

               Section 18  THIRD PARTY BENEFICIARIES.  Except as otherwise set
forth in Article V, Sections 7, Article VI, Section 4, and Article VIII, Section
9, each party hereto intends that this Agreement shall not benefit or create any
right or cause of action in or on behalf of any Person other than the parties
hereto.

               IN WITNESS WHEREOF, Seller has caused its corporate name to be
hereunto subscribed by its officer thereunto duly authorized, and Purchaser has
caused it name to be hereunto subscribed by it general partner thereunto duly
authorized, all as of the day and year first above written.

                       CROSS-CONTINENT AUTO RETAILERS, INC.

 

                       By:             /s/ Bill Gilliland  
                          -------------------------------------
                            Name:      Bill Gilliland   
                                   ----------------------------
                            Title:     Chairman and CEO  
                                   ----------------------------



                       BENJI INVESTMENTS, LTD.
                       By:  Benji Investments Management Company,
                              Inc.


                       By:             /s/ Emmett M. Rice, Jr. 
                          -------------------------------------
                            Name:      Emmett M. Rice, Jr.        
                                   ----------------------------
                            Title:     President  
                                   ----------------------------

                                        22