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                                EXHIBIT 2.6

                           ASSET PURCHASE AGREEMENT

    This Asset Purchase Agreement (the "Agreement") is made and entered into
this 16th day of April, 1997, by and among JRJ INVESTMENTS, INC., a Nevada
corporation ("Seller"), THE CHAISSON FAMILY TRUST-R501 ("the "Shareholder") and
Cross-Continent Auto Retailers, Inc., a Delaware corporation ("Buyer").

                                  RECITALS

    A.    Seller owns and operates a dealership known as Chaisson Motor Cars
located at 2333 S. Decatur, Las Vegas, Nevada (the "Las Vegas Dealership"), and
is about to open 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.   Seller 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 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.   Seller 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.    Seller leases the premises (the "Henderson Premises") on which the
Henderson Dealership is located pursuant to a lease agreement with the
Shareholder (the "Henderson Lease").

    E.   The Shareholder owns an approximate 2.5 acre tract (the "2.5 Acre
Tract") adjacent to the Henderson Premises and having an address of 251 Auto
Mall Drive.

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    F.   Subject to the terms and conditions set forth in this Agreement, Buyer
desires to purchase and receive from Seller, and Seller desires to sell to
Buyer, the right to operate the Dealerships and substantially all of the assets
used in or arising out of the operation of the Dealerships.

                                      AGREEMENT

    In consideration of the mutual promises, covenants, terms, representations
and warranties herein set forth, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:

    1.    ASSETS PURCHASED.  Subject to and upon the terms and conditions
hereof, and in reliance upon the covenants, representations and warranties
contained herein, Seller agrees to sell, transfer, convey, assign and deliver to
Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller's
right, title and interest in and to the following described assets (the
"Assets"), at the Closing:

         (a)  TANGIBLE PERSONAL PROPERTY.  All tangible personal property,
              including without limitation, signage, machinery, shop equipment,
              tools, furniture, computers, office equipment, telephone system,
              parts books, equipment records, tenant improvements (that are
              readily removable from leased premises), vehicle lock boxes and
              other items of tangible personal property that are or could be
              used in connection with the operation of the Dealerships (the
              "Tangible Personal Property") that is listed on the appraisal of
              Marshall & Stevens, dated February 14, 1997 (the "Appraisal"),
              adjusted to include those items of Tangible Personal Property
              acquired by Seller and to exclude those items of Tangible
              Personal Property disposed of by Seller, in the ordinary course
              of business subsequent to the date of the Appraisal, in Seller's
              inventory as of 12:01 AM on the Closing Date, and which, to the
              extent not listed in the Appraisal, will be listed in Schedule
              1(a);

         (b)  PARTS AND ACCESSORIES.  The parts, accessories, oil, grease,
              paint and any shop supplies and materials used in the operation
              of the Seller's service department and body shop, in Seller's
              inventory as of 12:01 AM on the Closing Date ("Parts");

         (c)  NEW VEHICLES.  All new unregistered vehicles, including
              demonstrators having no more that 6,000 miles on their odometer,
              in Seller's inventory as of 12:01 AM on the Closing Date ("New
              Vehicles");

         (d)  USED VEHICLES.  All used vehicles, including without limitation,
              sport utility vehicles, trucks, and Seller's service vehicles, as
              mutually agreed

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              upon by Seller and Buyer, in Seller's inventory as of 12:01 AM
              on the Closing Date ("Used Vehicles");

         (e)  RENTAL VEHICLES.  All rental vehicles in Seller's inventory as
              of 12:01 AM on the Closing Date ("Rental Vehicles");

         (f)  GOODWILL.  The expectation of continued public patronage of
              Seller's former business, including the right of Buyer to
              represent itself as carrying on each Dealership in succession to
              the Seller ("Goodwill");

         (g)  RECORDS.  Subject to Seller's reasonable right of inspection and
              copying, the right to maintain at the Dealerships and have access
              to and copy all books, records, information and other written
              materials (including those comprised in or derived from data,
              disks, tapes, manuals, source codes, flow charts and
              instructions) directly related to the employee lists, fleet
              customer lists, customer lists, supplier lists, parts lists,
              price sheets, manuals, marketing materials, catalogs and any
              similar items used directly in either Dealership (the "Records");

         (h)  INTELLECTUAL PROPERTY.  All fictitious business firm names,
              trade names, logos, trademarks, service marks, copyrighted
              materials, trade secrets, patents, patent applications and other
              proprietary business information, including without limitation
              those items which will be identified in Schedule 1(h) that are
              used in operating each Dealership ("Intellectual Property").

         (i)  CONTRACTS.  All personal property leases, service contracts,
              warranty contracts, maintenance contracts, written employment
              contracts and other contracts and agreements with respect to the
              providing of products or services to Seller on an ongoing basis,
              which will be listed in Schedule 1(i) ("Personal Property
              Contracts")

         (j)  LICENSES.  All Dealer Franchise Agreements, licenses, permits,
              authorizations, and consents (except those which by law or by
              their terms are not transferable) necessary to carry on the
              operation of each Dealership ("Licenses"); and

         (k)  GENERAL SUPPLIES.  All license plate frames and inserts, office
              supplies, letterhead, postage, purchase order forms, parts
              invoices, repair order forms, counter tickets, file jackets, and
              similar items related to the operation of each Dealership in
              Seller's inventory as of 12:01 AM on the day of Closing ("General
              Supplies").

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    2.   EXCLUDED ASSETS.  Seller and Buyer mutually acknowledge and agree
that no assets shall be included in the Assets to be sold, transferred,
conveyed, assigned and delivered to Buyer under the terms of this Agreement
except the assets or rights of the Seller that are specifically included in the
Assets described in paragraph 1 hereof.

    3.   ASSUMED LIABILITIES.  Except as set forth in subparagraphs 3(a), 3(b), 
3(c) and 3(d)  (the "Assumed Liabilities"), the Buyer is not assuming or
undertaking to assume any liability or obligation of the Seller, including, but
not limited to any indebtedness, account payable, product warranty, extended
warranty obligation, assessment, tax, penalty, contract, salary, wage,
compensation or benefit plan obligation, whether disclosed, unknown, contingent
or fixed, arising out of the conduct or operation of either Dealership or
otherwise, prior to the time of Closing, or as the result of the consummation of
the transactions contemplated by this Agreement. All liabilities other than
Assumed Liabilities shall be and remain the obligations of the Seller.

         (a)  FLOOR PLAN.  Buyer shall either pay in full or, with the
         consent of U.S. Bank and the release by U.S. Bank of Seller therefrom,
         assume Seller's floor plan liability secured by liens on vehicles
         referenced in subparagraph 1(c) (the "Floor Plan"). Buyer also agrees
         to accept delivery of all merchandise, including new vehicles, on
         order at Closing, in accordance with prior practices, and either pay
         or floor plan the same. The holdback applicable to vehicles on which
         delivery is accepted by Buyer after the date of Closing, which has
         been or subsequently is received by Seller by any manufacturer
         represented by Seller, will be paid to the Buyer by Seller at Closing,
         or within ten (10) days after receipt of such holdback by Seller,
         whichever is later;

         (b)  BMW RENTAL FLEET FINANCING.  Buyer shall either pay in full or,
         with the consent of BMW Financial Corporation and the release by BMW
         Financial Corporation of Seller therefrom, assume Seller's obligations
         with respect to amounts owed on all Rental Vehicles purchased by
         Buyer;

         (c)  LICENSES. Buyer agrees to assume all liabilities relating to the
         Licenses assigned by Seller, except such liabilities that accrued
         prior to the Closing; and

         (d)  PERSONAL PROPERTY CONTRACTS.  Buyer agrees to assume all
         obligations and liabilities of Seller relating to the Personal
         Property Contracts, except such liabilities that accrued prior to the
         Closing.

    4.   PURCHASE PRICE.  Subject to the terms and conditions of this
Agreement, in reliance on the representations, warranties and agreements of
Seller and the Shareholder's Covenant Not To Compete contained herein, and in
consideration of the aforesaid sale, transfer, conveyance, assignment and
delivery of the Assets and the Shareholder's Covenant Not To Compete, Buyer
shall, in addition to the assumption of the Assumed Liabilities as provided in

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paragraph 3 hereof, pay or deliver to Seller at Closing the following
thereinafter collectively referred to as the "Purchase Price"):

         (a)  CASH.  Buyer shall pay $19,500,000, plus or minus the amount
         of any increase or reduction in the Purchase Price in accordance with
         paragraph 6 hereof, by cashiers check or other immediately available
         funds ("Cash");

         (b)  RESTRICTED COMMON STOCK.  Buyer shall issue to Seller the number
         of shares of its restricted common stock ("Restricted Shares") that,
         when multiplied by the average closing price of its common stock as
         quoted in the Wall Street Journal for the last five business days
         immediately preceding the date that the transactions contemplated by
         this Agreement are announced to the public by Buyer (the "Pricing
         Date"), will equal $5,000,000; provided, however, that if the closing
         price for Buyer's common stock on the first anniversary of the Closing
         Date is less than the price per share allocated to the Restricted
         Stock on the Pricing Date, Buyer shall either:

              (i)  Issue to Seller shares of its fully registered unrestricted
                   common stock ("Unrestricted Shares") so that the aggregate
                   value of the Restricted Shares and the Unrestricted Shares
                   issued to Seller (based on the closing price for Buyer's
                   common stock on the first anniversary of the Closing Date)
                   shall equal $5,000,000, or

             (ii)  Cash in the form of a cashiers check or other immediately
                   available funds the amount equal to the difference between
                   $5,000,000 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 Buyer's common
                   stock on the first anniversary of the Closing date.

         The Unrestricted Shares or the additional cash shall be delivered to
         Seller within fifteen (15) days after the first anniversary of the
         Closing date.  Buyer shall not issue any fractional shares and shall
         pay Seller cash in lieu of any fractional shares based on the price
         per share allocated to the Restricted Shares on the Pricing Date or
         the closing price of its common stock as quoted in the Wall Street
         Journal on first anniversary of the Closing Date, whichever date is
         applicable.

         (c)  PROMISSORY NOTE.  Buyer shall execute and deliver a promissory
         note (the "Note") to Seller in the original principal amount of
         $3,000,000, bearing interest at eight percent (8%) per annum, payable
         in thirty-six (36) equal monthly installments, commencing on the first
         day of the second full month following the Closing Date, or if the
         Closing Date is on the first day of a month on the first day of the
         next month.  The Note shall be in the form of Exhibit A hereto.

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    5.   ALLOCATION OF PURCHASE PRICE. Buyer and Seller agree that the Purchase
Price shall be allocated among the Assets in the manner which will be set forth
in Schedule 5. All federal, state, and local tax returns filed after the Closing
by either Buyer or Seller, including, but not limited to, IRS Form 8594, will
contain valuations which are consistent with the valuations set forth in
Schedule 5.

    6.   ADJUSTMENTS TO THE PURCHASE PRICE. The Purchase Price shall be
adjusted as follows:

         (a)  In the event the aggregate value of the Tangible Personal
              Property and the General Supplies, as determined in accordance
              with subparagraph 18(j), is more or less than $1,3000,000, the
              Purchase Price shall be increased or reduced by an amount equal
              to the difference between $1,300,000 and the aggregate value of
              the Tangible Personal Property and the General Supplies.

         (b)  In the event the aggregate value of the Used Vehicles, as
              determined in accordance with subparagraph 18(i)(i), is more or
              less than $2,400,000, the Purchase Price shall be increased or
              reduced by an amount equal to the difference between $2,400,000
              and the aggregate value of the Used Vehicles.

         (c)  In the event the aggregate equity of the New Vehicle, as
              determined in accordance with subparagraph 18(i)(ii), is more or
              less than $237,000, the Purchase Price shall be increased or
              reduced by an amount equal to the difference between $237,000 and
              the aggregate equity of the New Vehicles.

         (d)  In the event the aggregate value of the Parts, as determined in
              accordance with subparagraph 18(i)(iii), is more or less than
              $1,000,000, the Purchase Price shall be increased or reduced by
              an amount equal to the difference between $1,000,000 and the
              aggregate value of the Parts.

         (e)  In the event the aggregate equity of the Rental Vehicles, as
              determined in accordance with subparagraph 18(i)(iv), is more or
              less than $142,000, the Purchase Price shall be increased or
              reduced by an amount equal to the difference between $142,000 and
              the aggregate equity of the Rental Vehicles.

    7.   CLOSING.  Subject to the terms and conditions set forth in this
Agreement, the closing ("Closing") of the purchase and sale of the Assets 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 Buyer and Seller, on the earlier date
(a) as soon as practicable following the date on which all conditions to

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the obligations of the parties hereunder (other than those requiring the
taking of action at the Closing) have been satisfied or waived, or (b) June
1, 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."

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

         (a)  DELIVERIES BY SELLER AND SHAREHOLDER.   The Seller and the
              Shareholder shall deliver the following to the Buyer:

              (i)  A Warranty Bill of Sale or Warranty Bills of Sale executed
                   by Seller, in the form of Exhibit C hereto, as are necessary
                   to convey to Buyer all Seller's right, title and interest in
                   and to the Tangible Personal Property and General Supplies,
                   the New Vehicles (including demonstrators and Rental
                   Vehicles treated as new vehicles), the Used Vehicles
                   (including demonstrators and Rental Vehicles treated as Used
                   Vehicles), and the Parts, to the extent and as provided in
                   paragraph 1;

             (ii)  An Assignment or Assignments executed by Seller, in the form
                   of Exhibit D hereto, as are necessary to convey to Buyer all
                   Seller's right, title and interest in and to the Licenses
                   and the Intellectual Property, to the extent and as provided
                   in paragraph 1;

            (iii)  Leases, executed by the respective landlords, for each
                   of the Las Vegas Premises, the Henderson Premises and
                   the 2.5 Acre Tract, in the forms of Exhibits E, F and G
                   hereto (collectively the "Leases");

             (iv)  a Phase I Environmental Report on the Las Vegas Premises,
                   paid for by the Seller, in form and substance satisfactory
                   to Buyer (the "Phase I Report");

              (v)  An Investment Letter executed by Seller with respect to the
                   Restricted Shares, in form satisfactory to Buyer's counsel;

             (vi)  The Registration Rights Agreement (hereinafter defined)
                   executed by Seller;

            (vii)  Copies of resolutions of the Board of Directors of the
                   Seller, duly certified by its Secretary, in form
                   reasonably satisfactory to Buyer's counsel, authorizing
                   the execution, delivery and performance of this
                   Agreement and all other documents to which Seller is a
                   party as

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                   contemplated hereby, and all action to be taken by Seller
                   hereunder;

           (viii)  A Seller's Certificate, in the form of Exhibit H
                   hereto, duly executed by Seller;

             (ix)  The Records referred to in subparagraph 1(g);

              (x)  An opinion of counsel to the Seller, in the form of Exhibit
                   I hereto;

             (xi)  Any instruments and other documents specifically enumerated
                   in paragraph 11 that is not otherwise set forth in this
                   subparagraph 8(a); and

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

         (b)  DELIVERIES BY BUYER.  The Buyer shall deliver the following to
              the Seller:

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

             (ii)  The Leases executed by the Buyer;

            (iii)  A Registration Rights Agreement executed by Buyer, in
                   the form of Exhibit J hereto, granting "piggy-back"
                   registration rights to Seller with respect to the
                   Restricted Shares (the "Registration Rights
                   Agreement");

             (iv)  Employment Agreements (hereinafter defined) executed by
                   Buyer, for each of the Key Employees (hereinafter defined),
                   in the forms of Exhibit K, L and M, respectively;

             (v)   Copies of resolutions of the Board of Directors of the
                   Buyer, 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 Buyer is a party as contemplated hereby,
                   and all action to be taken by Buyer hereunder;

             (vi)  A Buyer's Certificate, in the form of Exhibit N hereto, duly
                   executed by Buyer;

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            (vii)  An opinion of counsel to the Buyer, in the form of
                   Exhibit O hereto;

           (viii)  Evidence satisfactory to Buyer of the payment in full
                   of the Floor Plan and the BMW Rental Vehicle financing
                   obligations or of the approved  assumption thereof by
                   Buyer and the release therefrom of the Seller;

             (ix)  Any instrument and other documents specifically enumerated
                   in paragraph 12 that is not otherwise set forth in this
                   subparagraph 8(b); and

             (x)   Any other instruments or documents deemed reasonably
                   necessary or desirable by the Seller in order to consummate
                   the transactions contemplated hereby;

    9.   REPRESENTATIONS AND WARRANTIES OF THE SELLER.  In order to induce
the Buyer to enter into this Agreement, the Seller represents, warrants and
covenants to the Buyer, effective as of the date of this Agreement and again at
Closing, each of the following:

         (a)  ORGANIZATION AND STANDING.  Seller is a corporation duly
              organized, validly existing and in good standing under the laws
              of the State of Nevada and is duly qualified to do business as a
              foreign corporation and is in good standing in the states of the
              United States and foreign jurisdictions where its ownership or
              leasing of property or the conduct of its business requires it to
              be so qualified.

         (b)  POWER AND AUTHORITY.  Seller has all requisite right, power
              and authority to own, lease and operate its properties and Assets
              and to operate the Dealerships as they are now being operated.
              This Agreement constitutes the valid and binding obligation of
              the Shareholder (relating to those certain agreements of
              Shareholder contained in this Agreement) and the Seller,
              enforceable against them (and each of them respectively in their
              individual capacity) 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). The
              Shareholder and the Seller have all requisite right, power and
              authority to execute and deliver this Agreement and to perform
              all of his or its obligations under this Agreement.

         (c)  NO CONFLICTS.  Neither the execution and delivery of this
              Agreement by the

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              Seller, nor the consummation by the Seller of the transactions
              contemplated hereby, will (i) violate, conflict with, or result
              in a breach of any provisions of, or constitute a default or an
              event which, with notice or lapse of time or both, would
              constitute a default under, or result in the termination of, or
              accelerate the performance required by, or result in a right of
              termination or acceleration, or result in the creation of any
              material lien, security interest, charge or encumbrance upon
              any of the properties or Assets of the Seller or otherwise
              comprising a part of either Dealership under any of the terms,
              conditions or provisions of, the Seller's Articles of
              Incorporation, Bylaws, or any contract, note, bond, mortgage,
              indenture, deed of trust, license, lease, agreement or other
              instrument or obligation to which the Seller is a party or by
              which it may be bound, or to which the Seller's properties or
              Assets may be subject, or (ii) violate any judgment, ruling,
              order, writ, injunction, decree, constitution, statute, rule or
              regulation applicable to the Seller or any of its properties or
              Assets, which in the case of either subparagraph (i) or (ii)
              above would have a materially adverse effect on the operation
              of either Dealership by the Seller.

         (d)  FINANCIAL STATEMENTS.  The Seller has delivered to the Buyer
              copies of the following financial statements (collectively
              referred to herein as the "Financial Statements") of the Seller:

               (i)  Balance Sheet, as of March 31, 1997;

              (ii)  Income Statement, as of March 31, 1997; and

             (iii)  Balance Sheets and Income Statements for the
                    fiscal year ended December 31, 1996.

              To the best of Seller's information, knowledge and belief, the
              Financial Statements (including the notes thereto) are true and
              correct in all respects and have been compiled in accordance with
              standard dealer financial statement practices and applied on a
              consistent basis throughout the periods indicated. Without
              limitation of the foregoing, the Balance Sheet described in
              subparagraph 9(d)(i) above presents fairly the financial position
              of the Seller as of the date indicated thereon, and the Income
              Statement described in subparagraph 9(d)(ii) above presents
              fairly the results of operations of the Seller for the period
              indicated thereon.

         (e)  TITLE AND RELATED MATTERS.  The Seller is the lawful owner of,
              and has good and valuable title to, or the right to use all of
              the Assets, and the right to operate the Dealerships under the
              Franchises set forth in Schedule 9(e), and the Assets and
              Franchises, will at the Closing be free and clear of all

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              liens and encumbrances except for:

                (i)  the Assumed Liabilities;

               (ii)  liens for current taxes not yet due and payable or for
                     taxes the validity of which is being contested in good
                     faith by appropriate proceedings; and

              (iii)  the rights of the franchisors under the Franchises.

              All Parts which Buyer is obligated to purchase in accordance
              herewith are in returnable condition and undamaged Parts that:

              (w)  are still in the original, resalable merchandising package
                   and in unbroken lots;

              (x)  were listed for sale in the then current dealer parts and
                   accessories price schedules for each represented
                   manufacturer or other supplier, except "discontinued" or
                   "replaced" parts and accessories;

              (y)  were purchased directly from represented manufacturers or
                   other reliable suppliers; and

         (f)  LICENSES.  The Seller has made copies available to Buyer of, and
              will list on Schedule 9(f), all Licenses relating to either
              Dealership.  All of the Licenses are adequate for the operation
              of each Dealership, are valid and in full force and effect, and
              will be transferred to the Buyer at the Closing, unless such
              transfer is prohibited by law or by the terms of the material to
              be transferred.

         (g)  INTELLECTUAL PROPERTY.  The Seller owns or has the right to use
              all Intellectual Property identified in Schedule 1(h) presently
              in use by the Seller, but does not include any Intellectual
              Property belonging to any represented manufacturer, which
              Intellectual Property is expressly excluded here from. Other than
              with respect to those items listed in Schedule 1(h), no royalties
              or fees are payable by the Seller to any third party by reason of
              the use of any of the Intellectual Property to which Buyer shall
              acquire hereunder. No additional Intellectual Property is needed
              to permit the Seller to operate either Dealership as now
              operated, and no other Intellectual Property rights of any kind
              are required by the Seller for its operations, except those
              Intellectual Property rights belonging to the represented
              manufacturers.

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         (h)  CONTRACTS AND AGREEMENTS: ADVERSE RESTRICTIONS.  The Seller will
              deliver to Buyer copies of all Personal Property Contracts listed
              in Schedule 1(i) to which the Seller is a party or by which it or
              any of its property which is subject hereto is bound. All
              Personal Property Contracts included in Schedule 1(i) in full
              force and effect and binding upon the parties thereto, and none
              of the parties thereto is in breach of any of the provisions
              thereof.

         (i)  LITIGATION AND OTHER PROCEEDINGS.  Except as set forth in
              Schedule 9(i) the Seller is not a party to any pending or
              threatened claim, action, suit, investigation or proceeding, nor
              is it subject to any order, judgment or decree, except for
              matters which, in the aggregate, would not have or cannot
              reasonably be expected to have, a material adverse effect on the
              financial condition, or the results of operation of either
              Dealership, and none that would relate to or affect the proposed
              transaction hereunder.

         (j)  ENVIRONMENTAL PROTECTION.  To the best of Seller's information,
              knowledge and belief:

                (i) The Seller has obtained all permits, licenses and other
                    authorizations, which are required under applicable laws
                    currently in effect relating to pollution or protection of
                    the environment, including laws relating to emissions,
                    discharges, releases or threatened releases of pollutants,
                    contaminants, or hazardous or toxic materials or wastes into
                    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, or hazardous or
                    toxic materials or wastes or the manufacture of substances
                    subject to the Toxic Substances Control Act (hereinafter
                    collectively referred to as the "Environmental Laws").

               (ii) The Seller is in compliance with all terms and conditions of
                    such permits, licenses and authorizations, and with all
                    other limitations, restrictions, conditions, standards,
                    prohibitions, requirements, obligations, schedules and
                    timetables contained in such Environmental Laws or contained
                    in any regulation, code, plan, order, decree, judgment or
                    notice or demand letter from a governmental entity issued,
                    entered, promulgated or approved thereunder as they apply to
                    the Seller.

              (iii) The Seller has not received any notification from any
                    governmental authority or any other person nor does the
                    Seller have knowledge,

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                   that any of the current or former properties, assets or
                   operations of the Seller or its former subsidiaries, if any,
                   are in violation of any applicable Environmental Laws.

              (iv) There is no civil, criminal or administrative action, suit,
                   demand, claim, hearing, notice of violation, investigation,
                   proceeding, notice or demand letter from a governmental
                   entity pending or threatened against the Seller.

               (v) There are no past or present events, conditions,
                   circumstances, activities, practices, incidents, actions or
                   plans, which will interfere with or prevent compliance or
                   continued compliance with the Environmental Laws or with any
                   regulation, code, plan, order, decree, judgment, injunction,
                   notice or demand letter from a governmental entity issued,
                   entered, promulgated or approved thereunder, or which will
                   give rise to any common law or other legal liability,
                   including, without limitation, liability under the
                   Comprehensive Environmental Response, Compensation and
                   Liability Act ("CERCLA") or similar state or local laws in
                   effect as of the date hereof, or otherwise form the basis of
                   any claim, action, demand, suit, proceeding, hearing, notice
                   of violation or investigation which would be materially
                   adverse to the Seller, based on or resulting from the
                   operation of either Dealership by the Seller, 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.
                   Without in any way limiting the foregoing, no release,
                   emission or discharge into the environment of any hazardous
                   substance (as that term is currently defined under CERCLA or
                   any applicable analogous state law) has occurred or is
                   currently occurring in connection with the operation of
                   either Dealership by the Seller and which would be
                   materially adverse to the Seller. The real property
                   currently owned, leased or otherwise utilized by the Seller
                   contains no spill, deposit, or discharge of any hazardous
                   substance (as that term is currently defined under CERCLA or
                   any applicable analogous state law), as a result of which
                   there would be a materially adverse effect on the Seller.

         (k)  EMPLOYMENT CONTRACTS AND EMPLOYEE BENEFIT PLANS.  Schedule 9(k)
              will contain (i) a complete and correct list of all pension,
              bonus, profit sharing, retirement, stock option, medical expense,
              dental expense, hospitalization, life insurance or other death
              benefit, severance, and other

                                     13
<PAGE>

              benefit plans, agreements, arrangements or other programs
              providing remuneration or benefits for Seller's employees,
              whether or not funded and whether or not reflected in any plan
              documents, including available vacation of Seller's employees
              and (ii) a list all of the current employees of the Seller and
              independent contractors regularly performing services on behalf
              of the Seller and their respective rates of compensation
              including any salary, bonus or other payment arrangement made
              with any of them. The Seller is not a party to or bound by any
              collective bargaining agreement, nor has the Seller experienced
              any strikes, grievances, claims of unfair labor practices, or
              other collective bargaining disputes. The Seller has not, to
              Seller's knowledge, committed any unfair labor practice. The
              Seller has no knowledge of any organizational effort presently
              being made or threatened by or on behalf of any labor union
              with respect to employees of the Seller. There have been no
              material defaults, breaches, omissions or other failings by the
              Seller or any fiduciary under any of these contracts or
              programs. Except as set forth in Schedule 9(m), the Seller does
              not sponsor any employee benefit plan defined in Section 3(3)
              of the Employee Retirement Income Security Act of 1974, as
              amended (29 U.S.C. Section 1002(3)).

         (l)  BROKERS AND FINDERS.  Other than Elysium Enterprises, Inc. and
              the Real Corporation (collectively, the "Broker"), no broker or
              finder has any  potential claim against Seller for a commission
              or fee arising out of the transactions contemplated herein.

         (m)  CONSENTS TO CONSUMMATION.  Except as will be disclosed in
              Schedule 9(m), no consent, approval or other action of any third
              party is required to be obtained by the Seller or the Shareholder
              in connection with the transactions contemplated by this
              Agreement.

         (n)  EQUIPMENT.  To the best of Seller's information, knowledge and
              belief, the Tangible Personal Property is in good repair and
              operating condition.

         (o)  CONTINUATION OF BUSINESS.  Except for the failure of Buyer to
              qualify for all necessary federal, state and local licenses or
              the failure of any manufacturer to approve a transfer of a
              Franchise, the Seller knows of no reason why either Dealership
              will not continue on in the same manner following the execution
              of this Agreement and the Closing as it has been operated prior
              thereto, except to the extent that the Buyer causes the operation
              of the Dealership to change following the Closing. The Seller has
              no reason to believe that at any time in the foreseeable future
              either Dealership shall be materially or adversely affected by
              any event, including but not limited to the loss of customers of
              the Dealership, the reduction in

                                     14
<PAGE>

              the quality and quantity of its business, the termination or
              reduction in the probability of any existing, pending, or
              anticipated contracts or projects of the Dealership, or
              otherwise, except to the extent that the Buyer causes the
              operation of the Dealership to change following the Closing.
              The Seller will use its best efforts to cause the employees,
              agents, and independent contractors who have performed services
              for each Dealership in the past to continue to do so following
              the Closing, to the extent the Buyer so requests.

         (p)  COPIES COMPLETE; NO DEFAULT.  The copies of all documents which
              have been delivered or otherwise been made available to the Buyer
              in connection with the transactions contemplated hereby are
              complete and accurate and are true and correct copies of the
              originals thereof, to the best of Seller's information, knowledge
              and belief.

         (q)  BORROWED MONIES.  The Seller is not in default in any respect
              under, and is not otherwise in violation or contravention of, any
              of the terms and provisions of any agreement for the repayment of
              borrowed monies. All notes and other documents and instruments
              evidencing or relating to indebtedness for borrowed monies by the
              Seller and which relate to any of the Assets will be identified
              in Schedule 9(q).

         (r)  COMPLIANCE WITH LAWS.  Other than as set forth in Schedule
              9(i), the Seller has no knowledge of (i) any governmental
              proceeding or investigation involving the Seller, nor has any
              reason to believe that any such proceeding or investigation is
              pending or threatened or that there exists any basis for any such
              proceeding or investigation which does or would materially
              adversely affect either Dealership or the property of the Seller,
              (ii) any facts which might reasonably be believed to be a basis
              for any other action, suit, proceeding, arbitration, claim, or
              counterclaim against the Seller which materially adversely
              affects either Dealership or the property of the Seller, (iii)
              any violations of federal, state or local laws, ordinances,
              rules, codes, regulations or orders by the Seller which
              materially affect either Dealership or the property of the Seller
              or the possession, use, occupancy or operation of any of its
              facilities or either Dealership, and (iv) any illegal kick backs,
              bribes, or political contributions made by the Seller.

         (s)  NO CHANGES.  Except as will be disclosed in Schedule 9(s), the
              Seller has not since December 31, 1996, (i) operated either
              Dealership except in the ordinary course of business, (ii)
              incurred any debts, liabilities or obligations except in the
              ordinary course of business, (iv) mortgaged, pledged or subjected
              to lien or other encumbrance any of the Assets, except

                                     15


<PAGE>

              in the ordinary course of business, or (v) sold or transferred
              any of its tangible Assets, or canceled any debts or claims, 
              except, in each case, in the ordinary course of business.

         (t)  FULL DISCLOSURE.  No representation or warranty of the Seller
              or the Shareholder in this paragraph 9 (including any information
              in the Schedules attached or to be attached to this Agreement),
              will at the Closing, when read together, contains or will contain
              any untrue statement of a material fact or omits to state any
              material fact necessary in order to make the statements herein or
              therein, in light of the circumstances in which they are made,
              not misleading.

    10.   REPRESENTATIONS AND WARRANTIES OF BUYER.   The Buyer represents and
warrants to the Seller and the Shareholder effective as of the date of this
Agreement and again at Closing, as follows:

         (a)  ORGANIZATION AND STANDING OF BUYER.   Buyer is a corporation
              duly organized, validly existing and in good standing under the
              laws of the State of Delaware, is duly qualified to do business
              as a foreign corporation and is in good standing in the states of
              the United States and foreign jurisdictions where its ownership
              or leasing of property or conduct of its business requires it to
              be so qualified.

         (b)  AUTHORIZATION.  The Buyer has full power and authority to execute
              and deliver this Agreement and to consummate the transactions
              contemplated hereby. The execution and delivery of this Agreement
              and the consummation of the transactions contemplated hereby have
              been duly and validly authorized by all necessary corporate
              action on the part of the Buyer. This Agreement constitutes the
              valid and binding obligation of the Buyer, enforceable against
              the Buyer 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 at law or in equity).

         (c)  NO CONFLICT.  Neither the execution and delivery of this
              Agreement nor the consummation by the Buyer of the transactions
              contemplated hereby will (i) violate, conflict with, or result in
              a breach of any provisions of, or constitute a default or an
              event which, with notice or lapse of time or both, would
              constitute a default under, or result in the termination of, or
              accelerate the performance required by, or result in a right of
              termination or acceleration, or result in the creation of any
              material lien, security 


                                      16

<PAGE>

              interest, charge or encumbrance upon any of the properties or 
              assets of the Buyer, or the Buyer's Articles of Incorporation, 
              Bylaws, or any contract, note, bond, mortgage, indenture, deed
              of trust, license, lease, agreement or other instrument or 
              obligation to which the Buyer is a party or by which it may be 
              bound, or to which the Buyer's properties or assets may be 
              subject, or (ii) violate any judgment, ruling, order, writ, 
              injunction, decree, constitution, statute, rule or regulation 
              applicable to the Buyer or any of its properties or assets, 
              which in the case of either subparagraph (i) or (ii) above 
              would have a materially adverse effect on the Buyer or its
              financial condition.

         (d)  BROKERS AND FINDERS.  Other than Elysium Enterprises, Inc. and
              the Real Corporation (collectively, the "Broker"), no broker or
              finder has any potential claim against Buyer for a commission or
              fee arising out of the transactions contemplated herein.

         (e)  LITIGATION OR OTHER PROCEEDINGS.  Buyer is not a party to any
              pending or to its 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 Buyer, and none that
              would affect the Buyer's ability to consummate the transactions
              and perform its obligations contemplated hereby.

    11.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER.  The obligation
of the Buyer to effect the transactions contemplated hereby shall be subject, at
its option, to the fulfillment prior to the Closing Date of the following
additional conditions, each of which can be waived by the Buyer:

         (a)  REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING.  The
              representations, warranties, covenants and agreements made by the
              Seller and the Shareholder in, or pursuant to, this Agreement
              shall be true and correct as of the date hereof and shall be
              deemed to have been made again at Closing and shall then be true
              and correct.

         (b)  COMPLIANCE WITH AGREEMENT.  The Seller and the Shareholder
              shall have fully performed and strictly complied with all of
              their covenants, agreements, conditions and obligations under
              this Agreement to be performed or complied with by Seller or
              Shareholder on or prior to the Closing Date and the Seller or
              Shareholder shall have delivered to the Buyer a duly executed
              Certificate.


                                      17

<PAGE>

         (c)  THIRD PARTY CONSENTS.  This Agreement and the transactions
              contemplated hereby shall have received all approvals, consents,
              authorizations, and waivers from governmental and other
              regulatory agencies and other third parties, including lenders,
              lessors, and represented manufacturers, required to consummate
              the transactions. Without limiting the generality of the
              foregoing, each represented manufacturer of each Dealership must
              approve Buyer as a dealer in Las Vegas and Henderson, Nevada
              prior to Closing, unless any represented manufacturer's approval
              is waived by the Buyer. 

         (d)  ABSENCE OF LITIGATION.  No action, suit or proceeding before any
              court or any governmental body or authority pertaining to the
              transactions contemplated by this Agreement, or to their
              consummation, shall have been instituted or threatened on or
              before the Closing Date. 

         (e)  AUDIT.  Price Waterhouse shall have timely performed the Audit
              (hereinafter defined), prepared the Audited Financial Statements
              (hereinafter defined), and delivered a copy of the Audited
              Financial Statements to Buyer.

         (f)  PHYSICAL INVENTORY.   Buyer and Seller shall have jointly
              conducted a physical inventory of all Tangible Personal Property,
              Parts, New Vehicles, Used Vehicles, Rental Vehicles, General
              Supplies and Intellectual Property, the results of which are
              mutually satisfactory to Buyer and Seller.

         (g)  APPROVAL OF DOCUMENTATION.   The form and substance of all
              Schedules, certificates, instruments and other documents required
              to be delivered to the Buyer under this Agreement shall be
              satisfactory in all reasonable respects to Buyer and its counsel.

         (h)  HART-SCOTT-RODINO ACT.  The applicable waiting period under the
              Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "Act"),
              and regulations promulgated thereunder, shall have expired.

         (i)  NO ADVERSE CHANGE.  Buyer shall have determined, to its
              satisfaction, that as of the Closing Date, there have been no
              material adverse changes in the business, operations, properties,
              Assets, revenues, earnings, liabilities, or condition (financial
              or otherwise), of either Dealership.

         (j)  DUE DILIGENCE.  Based on such examinations and inquiries as
              Buyer shall have made or shall have caused to be made on or
              before May 15, 1997, the business, operations, properties,
              assets, revenues, earnings, 


                                      18

<PAGE>

              liabilities, and condition (financial or otherwise) of each 
              Dealership shall be satisfactory to Buyer, in Buyer's sole 
              judgment and discretion.

         (k)  POST 1996 LETTER.  Price Waterhouse shall have prepared the Post
              1996 Letter and delivered it to Buyer.

         (l)  ADDITIONAL INFORMATION.  Seller and Shareholder shall furnish to
              Buyer and Buyer's counsel such additional information,
              certificates, and other documents as Buyer shall have reasonably
              requested. 

    12.  CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER.   The obligation
of the Seller to effect the transactions contemplated by this Agreement shall be
subject, at its option, to the fulfillment prior to the Closing Date of the
following additional conditions each of which can be waived by the Seller:

         (a)  REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING.  The
              representations and warranties made by the Buyer in or pursuant
              to this Agreement shall be true and correct as of the date hereof
              and shall be deemed to have been made again at Closing and shall
              then be true and correct. 

         (b)  COMPLIANCE WITH AGREEMENT.  The Buyer shall have performed and
              complied with all of its obligations under this Agreement that
              are to be performed or complied with by it at, or prior to, the
              Closing Date.

         (c)  DELIVERY OF PURCHASE PRICE.  The Seller shall have received the
              Purchase Price in accordance with paragraph 4 hereof. 

         (d)  APPROVAL OF DOCUMENTATION.  The form and substance of all
              certificates, instruments and other documents required to be
              delivered to Seller under this Agreement shall be satisfactory in
              all reasonable respects to Seller and its counsel.

         (e)  ADDITIONAL INFORMATION.  Buyer shall furnish to Seller and
              Seller's counsel such additional information, certificates, and
              other documents as Seller shall have reasonably requested. 

    13.  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 3 years, and any claim or cause of action for
indemnification under paragraph 16 for breaches of representations or warranties
set forth in this Agreement or in any exhibit or document furnished hereto may
be made so long as any claim may be made in respect of such matters under
applicable statutes of 


                                      19

<PAGE>

limitation. 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.

    14.  SHAREHOLDER'S AND SELLER'S COVENANT NOT TO COMPETE.  Because the
sale of the Assets involves the sale of the goodwill of the Dealerships, both
the Shareholder and the Seller 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:

    (a)  enter into or engage in the business of operating a new vehicle
    dealership, warranty repair business, or other related business which may
    compete directly or indirectly with the Buyer, with respect to any of the
    New Vehicle Franchises listed in Schedule 9(f) within the Las Vegas or
    Henderson, Nevada metropolitan areas (the "Restricted Area") for a term of
    three (3) years from the Closing Date (the "Restrictive Period"), or

    (b)  provided that none of the Key Employee's employment pursuant to the
    Employment Contracts is terminated by Buyer for other than cause as defined
    in the Employment Contracts during the Restricted Period, enter into or
    engage in the business of operating any new vehicle dealership, warranty
    repair business, or other related business which may compete directly or
    indirectly with the Buyer within the Restricted Area for the Restrictive
    Period.

Further, neither the Shareholder nor the Seller 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 Buyer or encourage any such employee to leave such employment unless such
employee has already terminated such employment with the Buyer or the Buyer and
the Seller have mutually agreed in advance to the solicitation or employment.
The Seller and the Shareholder also agree that in the event of breach of these
covenants, the Buyer may protect its property rights in the goodwill of the
Dealerships by injunction or otherwise.

    15.  TERMINATION.  This Agreement may be terminated as follows:

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

         (b)  BY THE BUYER.  This Agreement may be terminated by written notice
              of termination given by the Buyer to the Seller if (i) Buyer
              elects to terminate as provided in subparagraph 18(o), (ii) all
              of the conditions set forth in paragraph 11 are not satisfied, or
              (iii) there shall occur any material default or failure on the
              part of the Seller or the Shareholder to perform any obligations
              of Seller or Shareholder set forth herein, and such default or
              failure has not been waived by Buyer.


                                      20

<PAGE>


         (c)  BY THE SELLER AND THE SHAREHOLDER.  This Agreement may be
              terminated by written notice of termination given by the Seller
              or the Shareholder to the Buyer if (i) all of the conditions set
              forth in paragraph 12 are not satisfied, or (ii) there shall
              occur any material default or failure on the part of the Buyer to
              perform any of its obligations set forth herein, and such default
              or failure has not been waived by Seller or Shareholder as
              applicable.

    16.  INDEMNIFICATION.  (a) Seller hereby agrees as follows:

          (i) GENERAL INDEMNIFY.  That it will indemnify, defend and hold
              harmless the Buyer and its respective successors and assigns (the
              "Buyer Indemnified Parties") from and against all claims,
              damages, other liabilities, actions, suits, proceedings, demands,
              assessments, adjustments, costs and expenses, including
              reasonable attorneys' fees and expenses of investigation
              (hereinafter collectively referred to as the "Buyer Damages"),
              incurred by any Buyer Indemnified Party as a result of or
              incident to (a) any material breach of any representation,
              warranty, covenant or agreement made by the Seller or the
              Shareholder or either of them in this Agreement, or (b) any
              liability of Seller of whatever nature arising out of the conduct
              of the Dealerships or otherwise prior to the Closing Date.

         (ii) ENVIRONMENTAL INDEMNIFICATION.  With respect to any existing
              or potential liability arising out of any condition, activity or
              event existing or occurring prior to the date hereof with respect
              to any property comprising part of either Dealership for which
              there is any material risk of liability to any governmental
              agency or body or any other person or entity for the violation of
              any statute, rule, regulation, ordinance or other law or for
              which there may be liability in tort, or otherwise, and which is
              related to and arises out of an environmental condition, the
              Seller agrees that it will indemnify, defend and hold harmless
              the Buyer Indemnified Parties from and against all claims,
              damages, actions, suits, proceeding, demands, assessments,
              adjustments, costs, and expenses, including reasonable attorneys'
              fees and expenses of investigation, incurred by any Buyer
              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.

        (iii) OTHER INDEMNIFICATION PROVISIONS.  The foregoing indemnification 
              provisions are in addition to, and not in derogation of, any 
              statutory, equitable or common law remedy Buyer may have for 
              breach of representation, warranty, or covenant.


                                      21

<PAGE>

         (iv) THIRD PARTY CLAIMS.  In the event that a Buyer Indemnified
              Party desires to make a claim against the Seller under
              subparagraphs 16(a)(i) or 16(a)(ii) in connection with any
              action, suit, proceeding or demand at any time instituted
              against, or made upon, the Buyer Indemnified party by any third
              party for which the Buyer Indemnified Party may seek
              indemnification hereunder (a "Third Party Claim"), the Buyer
              Indemnified Party shall promptly notify the Seller of such Third
              Party Claim and of the Buyer Indemnified Party's claim of
              indemnification with respect thereto; provided, however, that no
              reasonable delay on the part of the Buyer Indemnified Party in
              notifying the Seller shall relieve the Seller from any obligation
              hereunder. The Seller shall have thirty (30) days after receipt
              of such notice to notify the Buyer Indemnified Party if it has
              elected to assume the defense of such Third Party Claim. If the
              Seller timely elects to assume the defense of such Third Party
              Claim, the Seller shall be entitled at its own expense to conduct
              and control the defense and settlement of such Third Party Claim
              through counsel of its own choosing, provided that the Buyer
              Indemnified Party may participate in the defense of such Third
              Party Claim with its own counsel at its own expense, and provided
              further that the Seller must conduct the defense of the Third
              Party Claim actively and diligently in order to preserve its
              rights in this regard. If the Seller fails to notify the Buyer
              Indemnified Party within thirty (30) days after receipt of the
              notice of a Third Party Claim, the Buyer Indemnified Party shall
              be entitled to assume the defense of such Third Party Claim (and
              the Buyer Indemnified Party need not consult with, or obtain the
              consent of the Seller) and in the Buyer Indemnified Party's sole
              discretion prosecute, litigate, settle and perform such other
              actions as the Buyer Indemnified Party may deem necessary in
              order fully to protect the Buyer Indemnified Party's interests,
              and the Seller will remain responsible for indemnification of the
              Buyer Indemnified Party to the full extent provided in this
              paragraph 16(a). 

    (b)  Buyer agrees as follows:

         (i)  GENERAL INDEMNIFY.  That it will indemnify, defend and hold
              harmless the Seller and its respective successors and assigns
              (the "Seller Indemnified Parties") from and against all claims,
              damages, other liabilities, actions, suits, proceedings, demands,
              assessments, adjustments, costs and expenses, including
              reasonable attorneys' fees and expenses of investigation
              (hereinafter collectively referred to as the "Seller Damages"),
              incurred by any Seller Indemnified Party as a result of or
              incident to (a) any material breach of any representation,
              warranty, covenant or agreement made by the Buyer in this
              Agreement, or (b) any liability of Buyer, or any subsidiary of
              Buyer, of whatever nature arising out of the conduct of the
              Dealerships or otherwise subsequent to the Closing Date.


                                      22

<PAGE>

         (ii) ENVIRONMENTAL INDEMNIFICATION.  With respect to any existing
              or potential liability arising out of any condition, activity or
              event caused by Buyer, or any subsidiary of Buyer, occurring
              subsequent to the Closing with respect to any property comprising
              part of either Dealership or the 2.5 Acre Tract for which there
              is any material risk of liability to any governmental agency or
              body or any other person or entity for the violation of any
              statute, rule, regulation, ordinance or other law or for which
              there may be liability in tort, or otherwise, and which is
              related to and arises out of an environmental condition, the
              Buyer agrees that it will indemnify, defend and hold harmless the
              Seller Indemnified Parties from and against all claims, damages,
              actions, suits, proceeding, 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.

        (iii) OTHER INDEMNIFICATION PROVISIONS.  The foregoing indemnification 
              provisions are in addition to, and not in derogation of, any 
              statutory, equitable or common law remedy Buyer may have for 
              breach of representation, warranty, or covenant. 

         (iv) THIRD PARTY CLAIMS.  In the event that the Seller Indemnified
              Party  desires to make a claim against the Buyer under
              subparagraphs 16(b)(i) or 16(b)(ii) in connection with any
              action, suit, proceeding or demand at any time instituted
              against, or made upon, any Seller Indemnified Party  by any third
              party for which any Seller Indemnified Party may seek
              indemnification hereunder (a "Third Party Claim"), the Seller
              Indemnified Party shall promptly notify the Buyer of such Third
              Party Claim and of the Seller Indemnified Party's claim of
              indemnification with respect thereto; provided, however, that no
              reasonable delay on the part of the Seller Indemnified Party in
              notifying the Buyer shall relieve the Buyer from any obligation
              hereunder. The Buyer shall have thirty (30) days after receipt of
              such notice to notify the Seller Indemnified Party if it has
              elected to assume the defense of such Third Party Claim. If the
              Buyer timely elects to assume the defense of such Third Party
              Claim, the Buyer shall be entitled at its own expense to conduct
              and control the defense and settlement of such Third Party Claim
              through counsel of its own choosing, provided that the Seller
              Indemnified Party may participate in the defense of such Third
              Party Claim with its own counsel at its own expense, and provided
              further that the Buyer must conduct the defense of the Third
              Party Claim actively and diligently in order to preserve its
              rights in this regard. If the Buyer fails to 


                                      23

<PAGE>

              notify the Seller Indemnified Party within thirty (30) days 
              after receipt of the notice of a Third Party Claim, the Seller 
              Indemnified party shall be entitled to assume the defense of 
              such Third Party Claim (and the Seller Indemnified Party need 
              not consult with, or obtain the consent of the Buyer) and in 
              the Seller Indemnified Party's sole discretion prosecute, 
              litigate, settle and perform such other actions as the Seller 
              Indemnified Party may deem necessary in order fully to protect 
              the Seller Indemnified party's interests, and the Buyer will 
              remain responsible for indemnification of the Seller 
              Indemnified Party to the full extent provided in this paragraph 
              16(b). 

    17.  PRE-CLOSING COVENANTS.  Buyer and Seller agree that prior to Closing:

         (a)  NOTICES AND CONSENTS.  The Seller will give any notices to
              third parties, and will use its best efforts to assist Buyer
              in obtaining any third party consents, that the Buyer may
              request in connection with consummating the transactions
              contemplated by this Agreement.

         (b)  CONDUCT OF BUSINESS BY THE SELLER PRIOR TO THE CLOSING DATE. 
              During the time period from the date of this Agreement to the
              earlier of the Closing Date or the termination of this Agreement,
              the Seller shall conduct its operations according to their
              ordinary and usual course of business reasonably consistent with
              past and current practices in light of the Seller's current
              financial position and use its best efforts to maintain and
              preserve its business organization, properties and advantageous
              business relationships, and retain the services of its officers
              and key employees and the Seller will not engage in any practice,
              take any action, or enter into any transaction outside the
              ordinary course of business. Without limiting the generality of
              the foregoing, the Seller will (i) not hold any kind of
              liquidation or going out of business sale, (ii)) not sell,
              transfer, mortgage, encumber or otherwise dispose of any of the
              Assets, except in the ordinary course of business or pursuant to
              contracts or agreements in force at the date of this Agreement,
              (iii) except for transactions in the ordinary course of the
              Seller's business, not enter into or terminate any contract or
              agreement, or make any change in any of its leases or contracts,
              other than renewals of contracts and leases without adverse
              changes of terms; (iv) not increase in any manner the
              compensation or fringe benefits of any of the Seller's employees
              or officers or pay any pension or retirement allowance not
              required by any existing plan or agreement, to any such employees
              or officers, or become a party to, amend or commit itself to any
              pension, retirement, profit-sharing or welfare benefit plan or
              agreement or employment agreement with or for the benefit of any
              employee or officer or other person other than payments
              consistent with past practices and 


                                      24

<PAGE>

              current incentive compensation plans, (v) not agree to, or make 
              any commitment to, take any of the actions prohibited by this 
              subparagraph 17(b), (vi) not change its past practices in the 
              acquisition or sale of the used or rental vehicle inventory of 
              either Dealership; (vii) not change its past practices in the 
              acquisition or sale of the new vehicle inventory of either 
              Dealership; or (viii) not change its past practices in the 
              acquisition or sale of Parts inventory of either Dealership. 

         (c)  FULL ACCESS.   Seller will permit representatives of the Buyer to
              have full access, at all reasonable times, and in a manner so as
              not to interfere with the normal business operations of the
              Seller, to the books, records, properties, assets and operations
              of the Seller. The Seller shall furnish to Buyer and
              representatives of Buyer such financial, operating and other data
              and information, and copies of documents with respect to the
              Seller as Buyer shall from time to time reasonably request. Such
              access and information shall not in any way affect or diminish
              any of the representations or warranties made by Seller in this
              Agreement.

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

         (e)  STANDSTILL.  From the date hereof and through the date of
              termination of this Agreement, the Seller shall not, directly or
              indirectly, through any officer, director, agent or otherwise,
              solicit, or initiate submission of any proposal or offer from any
              person or entity (including any of their officers or employees)
              relating to any liquidation, dissolution, recapitalization,
              merger, consolidation or acquisition or purchase of all or a
              material portion of the Assets of the Seller, or any equity
              interest in the Seller, or participate in any negotiations
              regarding, or furnish to any other person 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)  ASSISTANCE.  Both Buyer and Seller each agree to use their best
              efforts to create a workable, smooth and orderly transition
              between Seller's and Buyer's operation of the Dealerships.

         (g)  RISK OF LOSS.  Risk of loss or damage by fire or other casualty
              to the Assets before Closing is assumed by Seller. In the event
              of a material loss or damage to the Assets, Buyer shall have the
              option to terminate this Agreement.


                                      25

<PAGE>

         (h)  HART-SCOTT-RODINO NOTIFICATION.  Between the date of this
              Agreement and the Closing Date, the parties shall, if and to the
              extent required by law, file all reports or other documents
              required or requested by the Federal Trade Commission ("FTC") or
              the United States Department of Justice ("Justice Department")
              under the Act, and all regulations promulgated thereunder,
              concerning the transactions contemplated hereby, and comply
              promptly with any requests by the FTC or Justice Department for
              additional information concerning such transactions, so that the
              waiting period specified in the 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 Buyer, the Seller, the Shareholder and
              the Dealerships as the parties need to perform their obligations
              hereunder. The Buyer agrees to pay all filing fees and costs due
              governmental agencies with regard to the notification under and
              compliance with the Act and all regulations promulgated
              thereunder.

         (i)  AUDIT.  Seller will consent to an audit (the "Audit") to be
              conducted under generally accepted auditing standards of the
              books, records, and financial statements of the Seller for 1995
              and 1996 and any additional years if required by applicable law,
              and shall allow Audited Financial Statements (hereinafter
              defined) to be prepared in accordance with generally accepted
              accounting principles, which shall include reserves for any
              deferred warranties, charge backs, inventory write-downs,
              repossessions, contracts in transit, and any other appropriate
              reserves. As used in this Agreement, "Audited Financial
              Statements" shall mean an audited (i) balance sheet dated
              December 31, 1996 for the Seller, and (ii) income statement for
              the year ending December 31, 1996 for the Seller. The Audit will
              be conducted by Buyer's accountants, Price Waterhouse, LP,
              assisted by the Seller's accountants, Conway, Stuart & Woodbury. 
              Seller agrees to cause the full cooperation of the officers,
              directors, and employees of the Seller in the Audit as requested
              by Buyer. The start date of the Audit will be no later than April
              21, 1997. The Seller's accounting staff will assist in gathering
              information and providing schedules and analyses in order to have
              the Audit completed by May 15, 1997. In addition, as near as
              possible prior to the Closing Date, Price Waterhouse shall review
              the activities of the Seller for the period after December 31,
              1996, and shall prepare a letter (the "Post 1996 Letter") setting
              forth any material adverse changes in the revenues, earnings,
              liabilities, or financial condition of either Dealership.

         (j)  FURTHER ASSURANCES.  Seller shall from time to time, upon the
              request of Buyer, execute and deliver to Buyer such further
              instruments and take such further action as Buyer may reasonably
              request, in order to 


                                      26

<PAGE>


              consummate the transactions contemplated by this Agreement as 
              expeditiously as possible and to place Buyer in possession and 
              control of the Assets and to enable Buyer to exercise and enjoy 
              all rights and benefits with respect thereto.

    18.  ADDITIONAL AGREEMENTS AND COVENANTS.

         (a)  Intentionally Omitted.

         (b)  CHAISSON MOTORS CARS AND CHAISSON BMW NAMES.  The Seller and
              the Shareholder consent for all purposes to the Buyer'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.  Buyer is not
              obligated to use any Chaisson Names.  Neither Seller or
              Shareholder shall be prohibited from using the name Chaisson in
              any non-competing business venture, or from using any Chaisson
              Name if Buyer 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 and the Shareholder agree 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 Buyer to the Seller or the Shareholder
                   for this consent to use the "Chaisson" name as provided
                   herein. 

              (ii) As soon as practicable after the Closing, the Seller agrees
                   to file (a) with the Nevada Secretary of State any
                   terminations and/or consents necessary to allow Buyer to use
                   the "Chaisson" names and (ii) with the County Clerk of Clark
                   County, Nevada appropriate certificates acknowledging
                   Seller's termination of the Chaisson Names that have been
                   filed.  As soon as practicable after the Closing, Buyer
                   agrees to file with the County Clerk of Clark County, Nevada
                   appropriate certificates acknowledging Buyer's use of any
                   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 Buyer's right to use the Chaisson Names in the
                   Restricted Area shall be binding on the Seller as well
                   as the Shareholder and on all of their assignees,
                   licensees, transferees and successors in interest, 


                                      27

<PAGE>

                   and every such sale, assignment, license or transfer
                   entered into by either the Seller or the Shareholder
                   shall be expressly subject to the Buyer's continued
                   right to use the Chaisson Names in the Restricted Area
                   as provided in this Agreement.

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

         (c)  WASTE DISPOSAL.  Seller agrees, at its sole cost, to properly
              dispose of all pollutants, contaminants, or hazardous or toxic
              materials or wastes accumulated by Seller prior to Closing and
              located on any of the properties of either Dealership.

         (d)  WE OWES AND WORK IN PROCESS.  Seller agrees to reimburse Buyer
              for the cost of Seller's "We Owes" accumulated prior to Closing
              and performed by the Buyer after Closing. "We Owes" is a term of
              art in the automobile dealer industry and its meaning for
              purposes of this Agreement shall be the same as it is used in
              such industry. Buyer agrees to pay Seller for the reasonable
              value of its Work In Process (at Seller's cost for parts and
              labor) accumulated prior to Closing.  All We Owes shall be listed
              on Schedule 18(d)(i) and All Work In Process shall be listed on
              Schedule 18(d)(ii).

         (e)  RETURN RESERVE.  Seller agrees to assign and transfer its
              parts and accessories return reserve to the Buyer, if assignable,
              and allow Buyer to participate in such return reserve accumulated
              prior to Closing. 

         (f)  BILLED WEEK.  The parties will cooperate on transfer of in-bound
              New Vehicles and Parts prior to Closing to properly reflect the
              invoicing therefore to either Buyer or Seller, as appropriate,
              using the manufacturers' related dealer codes.

         (g)  UTILITY AND TELEPHONE SERVICE.  Seller agrees to sign over all
              utility and telephone services, including telephone numbers, to
              Buyer once Closing becomes eminent. Seller agrees to allow Buyer
              to assume all utility and telephone deposits, provided that Buyer
              shall pay to Seller the amount of any such assumed deposits. 
              Seller agrees to use its best efforts to assure that there will
              be no breaks or discontinuances of any utility or telephone
              services upon Closing.


                                      28

<PAGE>

         (h)  EMPLOYEE LIST.  To the extent not set forth in Schedule 9(k),
              Seller agrees to provide, at least 10 days prior to Closing, a
              list of all employees of the Seller. 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.  Buyer agrees to honor all
              disclosed vacation plans, provided Seller pays to Buyer an amount
              equal to all accrued vacation pay at the time of Closing.

         (i)  INVENTORIES.   Prior to Closing, Buyer and Seller shall conduct a
              physical inventory of all Parts, New Vehicles, Used Vehicles and
              Rental vehicles owned by the Seller and shall determine the
              values thereof in the following manner:

              (i)  Seller and Buyer shall agree to the value of the Used
                   Vehicle inventory of each Dealership. If Buyer and Seller
                   fail to agree on the value of any Used Vehicle, Seller shall
                   retain it and remove it from the Dealership.

              (ii) Buyer and Seller shall calculate the value of the New
                   Vehicle inventory of each Dealership. The value of each new
                   vehicle shall be the cash sum equal to the factory invoice
                   price (excluding any Seller internal profit) to the
                   Dealership, less any factory hold back rebate, any other
                   factory rebate or incentive which the Dealership may have
                   received, or to which the Dealership is or may become
                   entitled to receive, advertising credits and interest
                   credits, plus performed PDI at Seller's cost (excluding any
                   internal profit), options added at Seller's costs (excluding
                   any internal profit), and any freight and handling charges.
                   All demonstrators shall be valued for a cash sum equal to an
                   amount as calculated above, except demonstrators having more
                   than 6,000 miles on the odometer shall be treated as a Used
                   Vehicle.  The value of any New Vehicle shall be decreased by
                   an amount equal to Seller's cost (excluding any internal
                   profit) of repair for any physically damaged vehicle.

             (iii) Seller and Buyer shall calculate the value of the Parts
                   inventory, based on the cost of the parts and
                   accessories set forth in the then-current dealer parts
                   and accessories price schedule for the applicable
                   represented manufacturer or other reliable supplier.

              (iv) Seller and Buyer shall agree to the value of the Rental
                   Vehicle inventory of each Dealership.  If any Rental Vehicle
                   has no more than 6,000 miles on its odometer it shall be
                   treated as though it were a New Vehicle.  If any Rental
                   Vehicle has more than 6,000 


                                      29

<PAGE>

                   miles on its odometer, it shall be treated as though it 
                   were a Used Vehicle.

         (j)  TANGIBLE PERSONAL PROPERTY.  The value of the Tangible Personal
              Property of the Dealerships shall be based on the appraisal from
              dated, 1997.  Any Tangible Personal Property added in 1997 that
              is not shown on the appraisal and all General Supplies shall be
              added to the value of the Tangible Personal Property at Seller's
              cost (excluding any Seller internal profit).

         (k)  EMPLOYMENT CONTRACTS.  Buyer will execute and deliver
              employment contracts (the "Employment Contracts") with James J.
              Chaisson, Jr., John P. Chaisson, and Ryan A. Cook (individually,
              a "Key Employee", and collectively, the "Key Employees"). Each
              employment contract shall be for a three (3) year term and shall
              be terminable by Buyer only upon "Cause" consisting of either (i)
              a conviction of a felony, (ii) commitment of fraud, (iii) theft
              of any property of employer or employer's customers, (iv)
              reporting to work under the influence of alcohol or controlled
              substances (other than prescription medication which is possessed
              and being taken pursuant to a current and valid physician's
              prescription), or (v) repeated failure on the part of a Key
              Employee to perform his duties in the usual and customary
              manner in the retail automobile business.  The Employment
              Contracts shall contain the following terms and such other terms
              upon which the Buyer and the employee shall mutually agree: 

              (i)  James J. Chaisson, Jr shall be employed as the General
                   Manager of the Las Vegas Dealership at a salary of $3,500
                   per month, plus a monthly bonus of 10% of the net profits of
                   the Las Vegas Dealership before income taxes; provided that
                   he shall be guaranteed compensation of at least $15,000 per
                   month.

              (ii) John P. Chaisson shall be employed as the Parts and Service
                   Director of the Las Vegas Dealership at a salary of $5,000
                   per month, plus a monthly bonus consisting of the sum of (a)
                   the of 3% of BMW, 1% of Jaguar and 1% of Land Rover, parts,
                   service, and body shop net income of the Las Vegas
                   Dealership so long as the respective BMW, Jaguar and Land
                   Rover C.S.I. is equal to or greater than the regional
                   average and (b) 2% of the net profits of the Las Vegas
                   Dealership before income taxes.

             (iii) Ryan A. Cook shall be employed as the Sales Manager of
                   Volkswagen and Audi Franchises at the Las Vegas
                   Dealership at a salary of $2,500 per month plus a
                   commission not to exceed 7% of 


                                      30

<PAGE>

                   the gross sales and F&I for Volkswagen and Audi Franchises 
                   at the Dealership; provided that he shall be guaranteed 
                   compensation of at least $7,500 per month.

              Each Employment Contract shall provide that either party may
              terminate the Employment Contract upon thirty (30) days written
              notice to the other party and that Buyer may terminate
              immediately for Cause.  In the event a Key Employee terminates
              his Employment Contract or is terminated for Cause, he shall
              receive his compensation calculated to the date of termination,
              and Buyer shall be relieved of any further obligation to pay any
              additional base compensation or bonus to the employee. In the
              event Buyer terminates the employment contract without Cause, the
              employee will receive his base compensation plus an amount equal
              to his bonus or commission compensation earned by him for the
              period of twelve (12) months prior to the date of termination.

         (l)  SELLER'S AND SHAREHOLDER'S NONDISCLOSURE OF CONFIDENTIAL
              INFORMATION.  Both the Seller and the Shareholder recognize and
              acknowledge that they have in the past, they currently have, and
              in the future may possibly have access to certain confidential
              information of each Dealership, including, but not limited to,
              lists of accounts, operational policies, and pricing and cost
              policies that are valuable, special and unique assets of the
              Dealerships (the "Confidential Information). The Seller and the
              Shareholder agree that they will not disclose such Confidential
              Information to any person, firm, corporation, association or
              other entity for any purpose or reason whatsoever, except to
              authorized representatives of the Buyer or Seller, or as required
              by law, unless such Confidential Information becomes known to the
              public generally through no fault of the Seller or Shareholder,
              or the parties mutually agree to such disclosure. In the event of
              a breach or threatened breach by the Seller or Shareholder of the
              provisions of this subparagraph, the Buyer shall be entitled to
              an injunction restraining the Seller or Shareholder from
              disclosing, in whole or in part, such Confidential Information.
              Nothing herein shall be construed as prohibiting the Buyer from
              pursuing any other available remedy for such breach or threatened
              breach, including the recovery of damages.

         (m)  BUYER'S NONDISCLOSURE OF CONFIDENTIAL INFORMATION.  Buyer
              recognizes and acknowledges that it has in the past, it currently
              has, and in the future may possibly have access to the
              Confidential Information. The Buyer agrees that it will not
              disclose such Confidential Information to any person, firm,
              corporation, association or other entity for any purpose or
              reason whatsoever, except to affiliated entities and authorized
              representatives of the Buyer, or as required by law, unless such
              Confidential Information 


                                      31

<PAGE>

              becomes known to the public generally through no fault of the 
              Buyer. In the event of a breach or threatened breach by the Buyer
              of the provisions of this subparagraph, the Seller shall be 
              entitled to an injunction restraining the Buyer from disclosing,
              in whole or in part, such Confidential Information. Nothing 
              herein shall be construed as prohibiting the Seller from pursuing
              any other available remedy for such breach or threatened breach,
              including the recovery of damages.

         (n)  PRO-RATING OF TAXES.  Any and all real property taxes and
              personal property taxes relating to the real property covered by
              the Leases and the Assets shall be pro-rated to the time of
              Closing and Buyer shall reimburse Seller for any such taxes paid
              by Seller that are applicable to a period of time following the
              Closing.

         (o)  AGGREGATE ADJUSTED 1996 EARNINGS.  In the event the aggregate
              adjusted 1996 earnings (hereinafter defined) are less than
              $4,534,000, Buyer may either terminate this Agreement (and
              neither Buyer nor Seller shall have any further obligations or
              liabilities under this Agreement), or proceed to Closing in
              accordance with the terms of this Agreement. As used in this
              Agreement, the term "Aggregate Adjusted 1996 Earnings" shall mean
              the aggregate amount of each dealership's 1996 net profit before
              income taxes as shown on the Seller's consolidated income
              statement for 1996 in the Audited Financial Statements prepared
              by Price Waterhouse as a result of the Audit.

    19.  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.  Except as otherwise agreed to in writing signed by
              all parties hereto, 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 instrument is not intended to have any
              legal effect whatsoever, or to be a legally binding agreement, or
              any evidence thereof, until it has been signed by the Seller, the
              Shareholder and the Buyer.

         (b)  THIRD PARTY CONSENTS.  The Seller and the Buyer mutually agree
              to cooperate and use their respective best efforts to prepare all
              documentation, to effect all filings and to obtain all permits,
              consents, approvals and authorizations of all third parties and
              governmental bodies as may be necessary to consummate the
              transactions contemplated by this Agreement.


                                      32

<PAGE>

         (c)  EXHIBITS.  Preliminary drafts of all Schedules and Exhibits C
              through and including H shall be prepared by the Seller and
              Shareholder by May 10, 1997, and delivered to Buyer for Buyer's
              review.  Preliminary drafts of Exhibits A and J through and
              including O shall be prepared by Buyer by May 10, 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 at Closing. When attached to this Agreement, the
              exhibits shall be made a part of this Agreement by reference.

              SCHEDULES:
              Schedule 1 (a)   - Tangible Personal Property
              Schedule 1 (h)   - Intellectual Property
              Schedule 1 (i)   - Personal Property Contracts
              Schedule 5       - Allocation of Purchase Price
              Schedule 9 (e)   - Franchises
              Schedule 9 (f)   - Licenses
              Schedule 9 (i)   - Litigation
              Schedule 9 (k)   - Employment Contracts and Benefit Plans
              Schedule 9 (m)   - Consents to Consummation
              Schedule 9 (s)   - No Changes


              EXHIBITS:
              Exhibit "A"  - The Note
              Exhibit "B"  - Intentionally Omitted
              Exhibit "C"  - Warranty Bill of Sale
              Exhibit "D"  - Assignment
              Exhibit "E"  - Las Vegas Premises Lease
              Exhibit "F"  - Henderson Premises Lease
              Exhibit "G"  - 2.5 Acre Tract Lease
              Exhibit "H"  - Seller's Certificate
              Exhibit "I"  - Seller's Counsel Opinion
              Exhibit "J"  - Registration Rights Agreement
              Exhibit "K"  - James J. Chaisson, Jr. Employment Agreement
              Exhibit "L"  - John P. Chaisson Employment Agreement
              Exhibit "M"  - Ryan A Cook Employment Agreement
              Exhibit "N"  - Buyer's Certificate
              Exhibit "O"  - Buyer's Counsel Opinion

         (d)  FURTHER ACTIONS.  From time to time, as and when requested by any
              party 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 


                                      33

<PAGE>

              to be taken, all such further or other actions as the requesting
              party 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 unreasonably be 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)  SALES AND TRANSFER TAXES.  All sales and transfer taxes, if any,
              incurred in connection with transfer of the Assets contemplated
              hereby shall be borne by the Buyer.

         (g)  AMENDMENT.  This Agreement may not be amended, modified or
              terminated except by an instrument in writing signed by all the
              parties to this Agreement.

         (h)  GOVERNING LAW.  This Agreement shall be construed, enforced and
              governed in accordance with the laws of the State of Nevada.

         (i)  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.  As used in this Agreement the
              phrase "Seller's cost" or "dealer's cost" or any variation
              thereof shall be qualified by the phrase (excluding any Seller's
              internal cost).

         (j)  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.

         (k)  BINDING EFFECT AND ASSIGNMENT.  This Agreement shall be binding
              upon, 


                                      34

<PAGE>

              and shall inure to the benefit of, the parties hereto and
              their respective legal representatives, successors, and permitted
              assigns. Only with the prior written consent of the Seller, which
              consent will not be unreasonably denied, the Buyer may assign its
              rights under this Agreement to a related entity, and the Buyer
              and its assignee shall be fully obligated, responsible and liable
              for performance of the Buyer's obligations hereunder regardless
              of any such assignment. The Seller and the Shareholder may not
              assign any of their rights or delegate any of their obligations
              hereunder. Any assignment in violation hereof shall be void.

         (l)  ATTORNEYS' FEES.  In the event any party institutes litigation to
              enforce or protect its rights under this Agreement, the party
              prevailing in any such litigation shall be entitled, in addition
              to ail other relief, to reasonable attorneys' fees, out-of-pocket
              costs and disbursements relating to such litigation.

         (m)  NOTICES.  All notices and other communications hereunder shall be
              in writing, dated with the current date of such notice and signed
              by the party giving such notice. Notices shall be deemed to be
              duly received (i) on the date given or delivered personally or by
              telecopy or telex, or (ii) on the earlier of the date received or
              three business days after proven mailing, when mailed by
              registered or certified mail (return receipt requested), to the
              parties at the following addresses (or at such other address for
              a party as shall be specified by like notice): 


              if to Buyer:

              Cross-Continent Auto Retailers, Inc. 
              1201 S. Taylor Street 
              Amarillo, Texas 79101 
              Attn: R. Wayne Moore

              if to Seller:

              JRJ Investments, Inc.
              2333 S. Decatur
              Las Vegas, Nevada 89102
              Attn: James J. Chaisson, Sr.

              if to Shareholder:

              James J. Chaisson, Sr.



                                      35

<PAGE>

              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
              Attn: Douglas G. Crosby

         (n)  DEFINITION OF KNOWLEDGE.  As used in this Agreement, the Seller's
              or the Shareholder's Knowledge" shall include the knowledge of
              the Shareholder and the employees and agents of the Seller. Each
              representation and warranty that is limited to the Seller's or
              the Shareholder's "knowledge" is made with the understanding that
              the Seller or the Shareholder has examined whatever sources of
              information as are in the possession or control of the Seller or
              the Shareholder in order to verify the truth and accuracy of such
              representation and warranty.

         (o)  EXPENSES.  Whether or not the transactions contemplated hereby are
              consummated, each of the parties to this Agreement shall be
              responsible for his or its own costs and expenses incurred in
              connection with the preparation and negotiation of this
              Agreement.

         (p)  TIME IS OF THE ESSENCE.  Time shall be of the essence with respect
              to this Agreement and the consummation of the transactions
              contemplated hereby.

         (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)  CONSULTING AGREEMENT.  James J. Chaisson, Sr. ("Consultant")
              agrees to provide consulting services to Buyer with respect to
              the operation of the Dealerships for a period of three years at
              such times and for such consulting fees and benefits (including
              without limitation, stock options for Buyer's common stock), as
              Consultant and Buyer mutually agree.  Consultant agrees to
              maintain his current private office at the Las Vegas Dealership
              for such time within the three year period as Buyer shall
              reasonably request, provided that Consultant shall not be charged
              with any occupancy costs with respect to such office.

         (s)  MEDIATION.  If a dispute arises out of or relates to this
              Agreement, or the 


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<PAGE>

              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 restoring to arbitration, litigation, or some other
              dispute resolution procedure.

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



BUYER:                                 SELLER:

CROSS-CONTINENT AUTO                   JRJ INVESTMENTS, INC.,
RETAILERS, INC.,                       a Nevada corporation
a Delaware corporation


By: /s/ ROBERT W. HALL                 By: /s/ JAMES J. CHAISSON, SR.
   -------------------------------        ----------------------------------
     Robert W. Hall,                      James J. Chaisson, Sr., President
     Senior Vice Chairman




                                       SHAREHOLDER:

                                       THE CHAISSON FAMILY TRUST-R501


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





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