UAG MENTOR ACQUISITION LLC
FORM OF HONDA AUTOMOBILE DEALER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>k80228exv10w1.txt
<DESCRIPTION>FORM OF HONDA AUTOMOBILE DEALER AGREEMENT
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                                                                    EXHIBIT 10.1



                                  [HONDA LOGO]

                                AUTOMOBILE DEALER
                                SALES AND SERVICE
                                    AGREEMENT









                         AMERICAN HONDA MOTOR CO., INC.
<PAGE>



                                       A

         This is an agreement between the Honda Automobile Division, American
Honda Motor Co., Inc. (American Honda) and ____________________________________
_____________________________ (Dealer), a(n) _______________ doing business as
________________________________________ ______________________________. By this
agreement, which is made and entered into at _____________________, California,
effective the _____ day of ______________________, 19____, American Honda gives
to Dealer the nonexclusive right to sell and service Honda Products at the
Dealership Location. It is the purpose of this Agreement, including the Honda
Automobile Dealer Sales and Service Agreement Standard Provisions (Standard
Provisions), which are incorporated herein by reference, to set forth the
rights and obligations which Dealer will have as a retail seller of Honda
Products. Achievement of the purposes of this Agreement is premised upon the
mutual understanding and cooperation between American Honda and Dealer.
American Honda and Dealer have each entered into this Agreement in reliance
on the integrity and ability and expressed intention of each to deal fairly
with the consuming public and with each other.

         For consistency and clarity, terms which are used frequently in this
Agreement have been defined in Article 12 of the Standard Provisions.

                                       B

         American Honda grants to Dealer the nonexclusive right to buy Honda
Products and to identify itself as a Honda dealer at the Dealership Location.
Dealer assumes the obligations specified in this Agreement and agrees to sell
and service effectively Honda Products within Dealer's Primary Market Area and
to maintain premises satisfactory to American Honda.

                                       C

         Dealer covenants and agrees that this Agreement is personal to Dealer,
to the Dealer Owner, and to the Dealer Manager, and American Honda has entered
into this Agreement based upon their particular qualifications and attributes
and their continued ownership or participation in Dealership Operations. The
parties therefore recognize that the ability of Dealer to perform this Agreement
satisfactorily and the Agreement itself are both conditioned upon the continued
active involvement in or ownership of Dealer by either:

         (1.) the following person(s) in the percentage(s) shown:
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                                                                                                PERCENT OF
NAME                            ADDRESS                          TITLE                          OWNERSHIP
<S>                             <C>                              <C>                            <C>

</TABLE>

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         (2.) __________________________________________________________________
              an individual personally owning an interest in Dealer of at least
              25% and who has presented to American Honda a firm and binding
              contract giving to him the right and obligation of acquiring an
              ownership interest in Dealer in excess of 50% within five years of
              the commencement of Dealership Operations and being designated in
              that contract as Dealer operator.

                                        D

         Dealer represents, and American Honda enters into this Agreement in
reliance upon the representation, that _________________________________________
______________ exercises the functions of Dealer Manager and is in complete
charge of Dealership Operations with authority to make all decisions on behalf
of Dealer with respect to Dealership Operations. Dealer agrees that there will
be no change in Dealer Manager without the prior written approval of American
Honda.

                                        E

         American Honda has approved the following premise as the location(s)
for the display of Honda Trademarks and for Dealership Operations.

HONDA NEW VEHICLE
SALES SHOWROOM                                        PARTS AND SERVICE FACILITY







                                                            USED VEHICLE DISPLAY
SALES AND GENERAL OFFICES                                   AND SALES FACILITIES



                                       F

         There shall be no voluntary or involuntary change, direct or indirect,
in the legal or beneficial ownership or executive power or responsibility of
Dealer for the Dealership Operations, specified in Paragraphs C and D hereof,
without the prior written approval of American Honda.


<PAGE>

                                        G

         Dealer agrees to maintain, solely with respect to the Dealership
Operations, minimum net working capital of $               , minimum owner's
equity of  $    *                     , and flooring and a line or lines of
credit in the aggregate amount of $                with banks or financial
institutions approved by American Honda for use in connection with Dealer's
purchases of and carrying of inventory of Honda Products, all of which
American Honda and Dealer agree are required to enable Dealer to perform its
obligations pursuant to this Agreement. If Dealer also carries on another
business or sells other products, Dealer's total net working capital, owner's
equity and lines of credit shall be increased by an appropriate amount.
* Long Term Debt, less Real Estate Mortgages, shall not exceed a ratio of 1:1
when compared to Effective Net Worth which is defined as Total Net Worth less
Total Other Assets.

                                       H

         This Agreement is made for the period beginning
                               and ending                                   ,
unless sooner terminated. Continued dealings between American Honda and Dealer
after the expiration of this Agreement shall not constitute a renewal of this
Agreement for a term, but rather shall be on a day-to-day basis, unless a new
agreement or a renewal of this Agreement is fully executed by both parties.

                                      I

         This Agreement may not be varied, modified or amended except by an
instrument in writing, signed by duly authorized officers of the parties,
referring specifically to this Agreement and the provision being modified,
varied or amended.

                                       J

Neither this Agreement, nor any part thereof or interest therein, may be
transferred or assigned by Dealer, directly or indirectly, voluntarily or by
operation of law, without the prior written consent of American Honda.

<TABLE>
<S>                                                  <C>
__________________________________________________   By ________________________________________________
           (Corporate or Firm Name)                                         (Dealer)
</TABLE>

AMERICAN HONDA MOTOR CO., INC.
HONDA AUTOMOBILE DIVISION                                       (Corporate Seal)



By ________________________________

<PAGE>

                                  [HONDA LOGO]








                                AUTOMOBILE DEALER
                                SALES AND SERVICE
                                    AGREEMENT

                               STANDARD PROVISIONS


<PAGE>




               HONDA AUTOMOBILE DEALER SALES AND SERVICE AGREEMENT
                               STANDARD PROVISIONS

                                TABLE OF CONTENTS
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                                                                                                                 PAGE
<S>                                                                                                              <C>
1.   THE OBLIGATIONS OF AMERICAN HONDA .........................................................................   1

2.   SALE OF HONDA PRODUCTS TO DEALER ..........................................................................   3

3.   THE OBLIGATIONS OF DEALER .................................................................................   4

4.   WARRANTY ..................................................................................................   6

5.   ADVERTISING AND PROMOTIONAL PROGRAMS ......................................................................   6

6.   TRADEMARKS AND SERVICE MARKS ..............................................................................   7

7.   GENERAL BUSINESS REQUIREMENTS .............................................................................   7

8.   APPOINTMENT OF SUCCESSOR AND REPLACEMENT DEALERS ..........................................................   8

9.   TERMINATION OF AGREEMENT ..................................................................................   9

10.  RIGHTS, OBLIGATIONS AND DEALINGS UPON TERMINATION .........................................................  12

11.  GENERAL PROVISIONS ........................................................................................  15

12.  DEFINITIONS ...............................................................................................  17
</TABLE>


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               HONDA AUTOMOBILE DEALER SALES AND SERVICE AGREEMENT
                               STANDARD PROVISIONS

The following Standard Provisions are, by reference, incorporated in and made a
part of the Honda Automobile Dealer's Sales and Service Agreement. These
Standard Provisions accompany the Honda Dealer's Sales and Service Agreement
which has been executed on behalf of both American Honda and Dealer.

1.       THE OBLIGATIONS OF AMERICAN HONDA

         1.1.     It is the obligation of American Honda to supply to Dealer,
                  and to all authorized dealers, Honda Products in a fair and
                  reasonable manner in order that Dealer may conduct Dealership
                  Operations in a businesslike manner. In fulfilling this
                  obligation, Honda Products may be supplied either on the basis
                  of dealer order or on the basis of allocation, depending on
                  market conditions and availability. There are numerous factors
                  which affect the availability of Honda Products. Among those
                  factors are component availability and production capacity,
                  consumer demand, strikes and other labor troubles, weather and
                  transportation conditions, and government regulations. Because
                  such factors affect individual dealer supply, Amercian Honda
                  necessarily reserves discretion in accepting orders and
                  allocating and distributing Honda Products, and its judgment
                  and decision in such matters will be final.

         1.2.     To assist Dealer in the fulfillment of its obligations under
                  the Agreement, which it has as a retail seller of Honda
                  Products, American Honda agrees to provide Dealer sales,
                  service and parts support.

                  1.2.A.   To assist Dealer in fulfilling its sales
                           responsibility, American Honda agrees to offer
                           general and specialized product information and to
                           provide field sales personnel to advise and counsel
                           Dealer's sales organization on sales-related subjects
                           such as merchandising, training and sales management.

                  1.2.B.   To assist Dealer in fulfilling its service and parts
                           responsibilities, American Honda agrees to offer, or
                           cause to be offered, general and specialized service
                           and parts training courses. Based on the service
                           training needs of Dealer's service personnel, to be
                           determined by American Honda with the assistance of
                           Dealer, Dealer agrees to have members of Dealer's
                           service organization attend such courses. Further,
                           American Honda agrees to make available to Dealer
                           field service personnel capable of advising and
                           counseling Dealer's service personnel on
                           service-related subjects, including product quality,
                           technical adjustments, repairs and replacement of
                           product components, recall, product improvement or
                           product update campaigns which American Honda may
                           conduct, owner complaints, warranty administration,
                           service and parts merchandising, and training and
                           service management.

         1.3.     To assist Dealer in planning, establishing and maintaining the
                  Dealership Premises, American Honda will, at its sole option,
                  make available to Dealer, upon request, sample copies of
                  building layout plans or facility planning recommendations,
                  including sales, service and parts space and the placement,
                  installation and maintenance of recommended signs. In
                  addition, representatives of American Honda will be available
                  to Dealer from time to time to counsel and advise Dealer and
                  its personnel in connection with Dealer's planning and
                  equipping the Dealership Premises.





                                       1
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         1.4.     American Honda agrees to make available to Dealer, at
                  reasonable cost, such sales, service and parts manuals,
                  brochures, special service tools and equipment and other data
                  for Honda Products as American Honda deems necessary for
                  Dealership Operations.

         1.5.     American Honda agrees to maintain a nationwide system of
                  authorized dealers of Honda Products. In order that those
                  authorized dealers may be assured of the benefits of
                  comprehensive advertising of Honda Products, American Honda
                  agrees to establish and maintain general advertising programs
                  in such manner and amount as it may deem appropriate and will
                  make sales promotion and campaign materials available to
                  Dealer.

         1.6.     American Honda agrees to compensate Dealer for the labor and
                  parts used by Dealer in performing its obligations under any
                  American Honda warranty and in connection with any recall,
                  product improvement or product update campaign which American
                  Honda may undertake and require Dealer to perform. Such
                  compensation will be in such reasonable amounts, and pursuant
                  to such requirements and instructions, as American Honda shall
                  establish from time to time, and such compensation shall
                  constitute full and complete payment by Amercian Honda to
                  Dealer for such work.

         1.7.     American Honda agrees to assume the defense of Dealer and to
                  indemnify Dealer against any money judgment, less any offset
                  recovered by Dealer, in any lawsuit naming Dealer as a
                  defendant, where such lawsuit relates to: (a) an alleged
                  breach of any Honda warranty relating to Honda Products; (b)
                  bodily injury or property damage claimed to have been caused
                  by a defect in the design, manufacture or assembly of a Honda
                  Product prior to delivery thereof to Dealer (other than a
                  defect which could have been detected by Dealer in a
                  reasonable inspection); or (c) a misrepresentation or
                  misleading statement of American Honda; provided, however,
                  that if any information discloses the possibility of Dealer
                  error or omission in servicing or otherwise (including but not
                  limited to Dealer not having performed all recalls of which
                  Dealer has notice on the Honda Product involved in the lawsuit
                  if the defect subject to the recall is alleged or contended to
                  be a contributing cause of the breach of warranty, injury or
                  damage which is the subject matter of the lawsuit), or should
                  it appear that the Honda Product involved in such lawsuit had
                  been altered by or for Dealer, or if Dealer has violated any
                  of the provisions of this Paragraph 1.7, then Dealer will
                  immediately obtain its own counsel and defend itself, and
                  American Honda will not be obligated to defend or indemnify
                  Dealer further. Dealer will promptly notify American Honda of
                  any claim which Dealer will assert American Honda might be
                  obligated to defend under this Paragraph 1.7. American Honda
                  will have not less than thirty (30) days to conduct a
                  reasonable investigation to initially determine whether or not
                  American Honda is obligated to defend under this Paragraph
                  1.7. Dealer will take the steps necessary to protect its own
                  interests involved in the lawsuit until American Honda assumes
                  the active defense of Dealer. American Honda will, upon
                  assuming the defense of Dealer, reimburse Dealer for all
                  attorneys' fees or court costs incurred by Dealer from the
                  date of the tender. American Honda, upon assuming Dealer's
                  defense, will have the right to retain and direct counsel of
                  its own choosing, and Dealer will cooperate in all matters
                  during the course of defending the lawsuit. If, upon final
                  judgment in a lawsuit, it is determined that American Honda
                  wrongfully failed or refused to defend Dealer, American Honda
                  will reimburse Dealer for all costs and attorneys' fees
                  incurred by Dealer from the date of the tender of defense.

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2.       SALE OF HONDA PRODUCTS TO DEALER.

         2.1.     To the extent that Honda Products are the subject of dealer
                  order, such orders will be submitted and processed in
                  accordance with procedures established by American Honda. No
                  order will be binding on American Honda, as evidenced by
                  either the issuance of an invoice or shipment of the ordered
                  Honda Products, and any such order may be accepted in whole or
                  in part. All orders by Dealer will be deemed firm orders and
                  binding upon the Dealer, except that at any time prior to
                  acceptance, an order may be canceled by Dealer by giving
                  actual notice to American Honda in writing of the desire by
                  Dealer to cancel such order.

         2.2.     While it is the intent of American Honda to provide Honda
                  Automobiles to Dealer in such quantities and types as are
                  ordered by Dealer, American Honda and Dealer recognize that
                  Honda Automobiles may not always be available in desired
                  quantities. It is therefore understood and agreed that
                  American Honda, at its sole election, will have the right to
                  allocate Honda Automobiles among authorized dealers of Honda
                  Products in a fair and reasonable manner. American Honda will
                  provide to Dealer an explanation, in writing, of any
                  allocation system it may adopt.

         2.3.     American Honda will have the right at any time and from time
                  to time to establish and revise prices and other terms,
                  including payment by Dealer, for its sales of Honda Products
                  to Dealer. Revised prices, terms or provisions will apply to
                  the sale of any Honda Products as of the effective date of the
                  revised prices, terms or provisions, even though a different
                  price or different terms may have been in effect at the time
                  such Honda Products were allocated to or ordered by Dealer.

         2.4.     American Honda will have the right to select the distribution
                  points and the mode of transportation and may pay carriers for
                  all charges in effecting delivery of Honda Products to Dealer.
                  Dealer agrees to pay to American Honda such charges for
                  delivery as American Honda may assess. Subject to the terms of
                  sale which may be established from time to time by American
                  Honda, risk of loss to Honda Products will pass to Dealer upon
                  tender of the Honda Products to Dealer or its authorized
                  agent, and title will pass to Dealer upon receipt by American
                  Honda of payment.

         2.5.     If Dealer should fail or refuse or for any reason be unable to
                  accept delivery of any Honda Products ordered by Dealer, or if
                  Dealer should request diversion of a shipment from American
                  Honda, Dealer will be responsible for and pay to American
                  Honda, promptly on demand, all costs and expenses incurred by
                  American Honda in filling and shipping Dealer's order and by
                  reason of such diversion, including costs of demurrage and
                  storage, plus restocking charges as determined by American
                  Honda. American Honda may direct that such returned Honda
                  Products be delivered to another destination, but the amount
                  charged Dealer for return to such other destination will not
                  be greater than the costs and expenses of returning such Honda
                  Products to their original place of shipment plus any
                  demurrage, storage and restocking charges.

         2.6.     As between American Honda and Dealer, American Honda assumes
                  responsibility for damage to Honda Products caused prior to
                  delivery to Dealer or its authorized agent.

         2.7.     American Honda will not be liable in any manner for delay or
                  failure in supplying any Honda Products where such delay or
                  failure is the result of any event beyond the control of
                  American Honda. Such event may include, but is not limited to,
                  any law or regulation or any acts of God, foreign or civil
                  wars, riots, interruptions of navigation, shipwrecks, fires,
                  strikes, lockouts, or other labor



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                  troubles, embargoes, blockades, demand for, or delay or
                  failure of any supplier to deliver or in making delivery, of
                  Honda Products.

         2.8.     American Honda reserves the right at any time to change or
                  modify, without notice, any specification, design or model of
                  Honda Products. In the event of any change or modification
                  with respect to any Honda Products, Dealer will not be
                  entitled to have such or similar change or modification made
                  with respect to any other Honda Products, except as may be
                  required by applicable law. American Honda may, however, in
                  its sole discretion, make such changes or modifications to all
                  Honda Products in its inventory or control, whether or not
                  invoiced to Dealer. No such change will be considered a model
                  year change unless specified by American Honda.

         2.9.     American Honda may at any time discontinue, without obligation
                  to Dealer or Dealer's customers, the sale of any Honda
                  Products, or models or lines thereof or any other items, goods
                  or services. Further, American Honda will have no obligation,
                  under any circumstances, to accept orders for any Honda
                  Products which are not in current inventory.

3.       THE OBLIGATIONS OF DEALER.

         3.1.     It is the obligation of Dealer to promote and sell, at retail,
                  Honda Products, and to promote and render service, whether or
                  not under warranty, for those products within the Dealer's
                  Primary Market Area.

         3.2.     Dealer's performance of its sales obligations for Honda
                  Products will be evaluated by American Honda on the basis of
                  such reasonable criteria as American Honda may develop from
                  time to time, including, but not limited to, such reasonable
                  sales objectives as American Honda may establish and a
                  comparison of Dealer's sales performance with other authorized
                  dealers of Honda Products.

         3.3.     To enable Dealer to fulfill its obligations satisfactorily,
                  Dealer agrees to establish and maintain an adequate and
                  trained sales and customer relations organization. Dealer
                  further agrees to establish and maintain a complete service
                  and parts organization, including a qualified service manager
                  and a qualified parts manager and a number of competent
                  service and parts personnel adequate to care for the service
                  obligations to be performed by Dealer under the Agreement.

         3.4.     Dealer agrees to acknowledge, investigate and resolve
                  satisfactorily all complaints received from owners of Honda
                  Products in a businesslike manner in order to secure and
                  maintain the goodwill of the public. Any complaint received by
                  Dealer which, in the opinion of Dealer, cannot be readily
                  remedied, shall be promptly reported to American Honda by
                  Dealer.

         3.5.     Dealer agrees that it will not make any misrepresentations or
                  misleading statements regarding the items making up the total
                  selling price of Honda Products or as to the prices or charges
                  relating to such items. With the understanding that Dealer is
                  the sole judge of the price at which it sells Honda Products,
                  dealer recognizes that a retail customer has the right to
                  purchase Honda Automobiles without being required to purchase
                  any optional equipment or accessories which the purchaser does
                  not want or order unless such equipment or accessories are
                  required under applicable laws or regulations.

         3.6.     Dealer agrees to make certain that all Honda Products sold by
                  it have received predelivery services and inspection in
                  accordance with applicable procedures

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                  and directives issued by American Honda. Dealer further agrees
                  that all Honda Products sold by it will be in proper operating
                  condition prior to delivery to any customer. To enable Dealer
                  to fulfill its obligations in this regard, Dealer agrees that
                  an appropriate number of its service personnel will be fully
                  qualified to perform all necessary predelivery service and
                  inspection.

         3.7.     Dealer agrees to comply with, and operate consistent with, all
                  applicable provisions of the National Traffic and Motor
                  Vehicle Safety Act of 1966 and the Federal Clean Air Act, as
                  amended, including such applicable rules and regulations as
                  may be issued thereunder, and all other applicable federal,
                  state and local motor vehicle safety and emission control
                  requirements. In the interests of motor vehicle safety and
                  emission control, American Honda agrees to provide to Dealer,
                  and Dealer to American Honda, such information and assistance
                  as may reasonably be requested by the other in connection with
                  the performance of obligations imposed on either party by the
                  National Traffic and Motor Vehicle Safety Act of 1966 and the
                  Federal Clean Air Act, as amended, and the rules and
                  regulations issued thereunder, and all other applicable
                  federal, state and local motor vehicle safety and emission
                  control requirements.

         3.8.     Dealer agrees to conduct a used vehicle operation at or in
                  connection with the Dealership Premises, to the extent
                  reasonably required to enhance the opportunity for sales of
                  Honda Automobiles.

         3.9.     American Honda and Dealer recognize that it may be necessary
                  for American Honda to formulate new or different policies or
                  directives to meet new or changing technology, laws or
                  circumstances. In the operation of Dealer's business and in
                  the sale and promotion of Honda Products, in rendering service
                  and in all other activities of the Dealership Operations,
                  Dealer will follow all reasonable directives, suggestions and
                  policies of American Honda. All written directives,
                  suggestions and policies of American Honda contained in any of
                  its bulletins or manuals, which are in effect as of the date
                  of the Agreement or are issued thereafter, will be deemed a
                  part of the Agreement.

         3.10.    Dealer agrees that it will, at all times, maintain in effect
                  all licenses required for Dealership Operations and for the
                  Dealership Premises.

         3.11.    Dealer agrees that it will comply with all laws, rules,
                  regulations and guides relating to the conduct of its
                  business.

         3.12.    Dealer agrees that it will perform any and all warranty,
                  recall, product improvement or product update service in
                  compliance with instructions and directives issued by American
                  Honda, regardless of where the Honda Product involved was
                  purchased. To protect and maintain the goodwill and reputation
                  of Honda Products and the Honda Trademarks, Dealer agrees that
                  it will not charge any customer for warranty service or any
                  work done in connection with such warranty, recall, product
                  improvement or update or any other service as to which Dealer
                  is reimbursed by American Honda.

         3.13.    Dealer fully understands that the success of its Dealership
                  Operations depends to a great extend upon the amount of net
                  working capital, owner's equity, flooring and lines of credit
                  which Dealer maintains. Accordingly, for the benefit of both
                  American Honda and Dealer, Dealer agrees that it will, at all
                  times, pay for Honda Products promptly and, to do so, maintain
                  its minimum net working capital, owner's equity, flooring and
                  lines of credit in the amounts specified in Paragraph G of the
                  Agreement. American Honda will have the right, reasonably, to
                  specify an increased amount of minimum net working capital,
                  owner's equity, flooring, or lines of credit to be used in
                  Dealership Operations and Dealer agrees promptly to establish
                  and maintain the increased amount. Dealer and


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                  American Honda agree to execute such new documents as American
                  Honda may reasonably require to evidence revised capital
                  requirements.

         3.14.    Dealer agrees to assume the defense of American Honda and to
                  indemnify American Honda against any money judgment, less any
                  offset recovered by American Honda, in any lawsuit naming
                  American Honda as a defendant where such lawsuit relates to:
                  (a) an alleged failure by Dealer to comply, in whole or in
                  part, with any obligation assumed by Dealer pursuant to the
                  Agreement, (b) Dealer's alleged negligent or improper
                  repairing or servicing of Honda Products, or such other motor
                  vehicles or equipment as may be sold or serviced by Dealer,
                  (c) Dealer's alleged breach of any contract between Dealer and
                  Dealer's customer or (d) Dealers alleged misrepresentation or
                  misleading statement, either direct or indirect, to any
                  customer of Dealer. American Honda may, at its sole option and
                  at its expense, participate in defending any such lawsuit.

4.       WARRANTY.

         4.1.     Dealer understands and agrees that the only warranties that
                  will be applicable to Honda Products will be such written
                  warranty or warranties as may be furnished by American Honda.
                  Except for its express liability under such written
                  warranties, American Honda neither assumes nor authorizes any
                  other person or party to assume for it any other obligation or
                  liability in connection with any Honda Product or component
                  thereof.

         4.2.     Dealer agrees that it will expressly incorporate any warranty
                  furnished by American Honda with a Honda Automobile as a part
                  of each order form or other contract for the sale of such
                  Honda Automobile by Dealer to any buyer. Dealer further agrees
                  that it will deliver to the buyer of all Honda Products, at
                  the time of delivery of such Honda Products, copies of such
                  applicable warranties as may be furnished by American Honda.
                  Dealer agrees to abide by and implement in all other respects
                  American Honda's warranty procedures in effect at the time of
                  Dealer's sale.

5.       ADVERTISING AND PROMOTIONAL PROGRAMS.

         5.1.     Dealer agrees to develop and actively utilize programs for the
                  advertisement and promotion of Honda Products and its
                  servicing of such products. Such programs will include the
                  prominent display and use or demonstration of Honda
                  Automobiles. Dealer further agrees to cooperate with all
                  reasonable promotional programs developed by American Honda.

         5.2.     Dealer agrees that it will not advertise, promote or trade in
                  Honda Products or the servicing thereof in such a manner as to
                  injure or be detrimental to the goodwill and reputation of
                  American Honda and the Honda Trademarks. Dealer further agrees
                  that it will not publish or otherwise disseminate any
                  advertisement or announcement or use any form or media of
                  advertising which is objectionable to American Honda. Dealer
                  agrees to discontinue immediately any advertisement or form of
                  advertising deemed objectionable upon request of American
                  Honda.

         5.3.     Subject to applicable federal, state or local ordinances,
                  regulations and statutes, Dealer agrees to erect and maintain,
                  at the Dealership Location, at Dealer's expense, authorized
                  product and service signs of types required by American Honda,
                  as well as such other authorized signs as are necessary to
                  advertise the Dealership Operations effectively and as are
                  required by American Honda.

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6.       TRADEMARKS AND SERVICE MARKS.

         6.1.     Dealer agrees that American Honda has the exclusive right to
                  use and to control the use of the Honda Trademarks and but for
                  the right and license granted by Paragraph 6.2 hereof to use
                  and display the Honda Trademarks, Dealer would have no right
                  to use the same.

         6.2.     Dealer is hereby granted the nonexclusive right and license to
                  use and display the Honda Trademarks at the Dealership
                  Premises. Such use or display is limited to that which is
                  necessary in connection with the sale, offering for sale and
                  servicing of Honda Products at retail at the Dealership
                  Location. Dealer agrees that it will promptly discontinue the
                  use of any of the Honda Trademarks or change the manner in
                  which any of the Honda Trademarks is used when requested to do
                  so by American Honda.

         6.3.     American Honda and Dealer recognize that Dealer is free to
                  sell Honda Products to customers wherever they may be located.
                  However, in order that American Honda may establish and
                  maintain an effective network of authorized dealers for the
                  sale and service of Honda Products, Dealer specifically agrees
                  that it will not display Honda Trademarks, or, either directly
                  or indirectly, establish any place or places of business for
                  the conduct of any of its Dealership Operations except at the
                  locations and for the purpose described in Paragraph E of the
                  Agreement without the prior written approval of American
                  Honda. Dealer further agrees that the rights and license
                  granted by Paragraph 6.2 hereof will be automatically canceled
                  upon a change in the location of the Dealership Location
                  unless such change in location was previously approved in
                  writing by American Honda. Dealer further agrees that such
                  right and license terminates with the termination of the
                  Agreement.

         6.4.     If Dealer refuses or neglects to keep and perform its
                  obligations assumed under this Article 6 or under paragraph
                  10.3 hereof, Dealer will reimburse American Honda for all
                  costs, attorneys' fees and other expenses incurred by American
                  Honda in connection with any action to require Dealer to
                  comply therewith.

         GENERAL BUSINESS REQUIREMENTS.

         7.1.     It is to the mutual benefit of Dealer and American Honda that
                  uniform accounting systems and practices be maintained by
                  authorized dealers. Accordingly, Dealer agrees to maintain
                  such systems and practices as are required by American Honda.
                  In the event Dealer engages in the sale of any other product,
                  Dealer agrees to maintain and keep separate records and books
                  relating to the sale and servicing of Honda Products.

         7.2.     Dealer agrees to furnish monthly to American Honda, on or
                  before the times designated by American Honda, on forms
                  prescribed by American Honda, a complete and accurate
                  financial and operating statement covering the preceding
                  month and calender-year-to-date operations and showing the
                  true and accurate condition of Dealership Operations.
                  Financial statements and other business information furnished
                  to American Honda will not be submitted to any third party
                  unless authorized by Dealer or required by law, or the
                  information is pertinent to a proceeding in which American
                  Honda and Dealer are parties.

         7.3.     Dealer agrees to keep complete and current records regarding
                  the sale and servicing of Honda Products and to prepare for
                  American Honda such reports, based on those records, as
                  American Honda may reasonably request. In order that policies
                  and procedures relating to the applications for reimbursement
                  for



                                        7

<PAGE>
                  warranty and other applicable work and for other credits or
                  reimbursements may be applied uniformly to all authorized
                  dealers, Dealer agrees to prepare, keep current and retain
                  records in support of requests for reimbursement or credit in
                  accordance with policies and procedures designated by American
                  Honda.

         7.4.     Dealer agrees to permit, during reasonable business hours,
                  American Honda, or its designee, to examine, audit, reproduce
                  and take copies of all reports, accounts and records
                  pertaining to the sale, servicing and inventorying of Honda
                  Products, including, but not limited to, records in support of
                  claims for reimbursement or credit from American Honda, and
                  with the prior approval of Dealer, which approval will not be
                  unreasonably withheld, to interview Dealer employees with
                  respect thereto.

         7.5.     Dealer agrees that Dealership Operations will be conducted in
                  the normal course of business during and for not less than the
                  days of the week and hours of the day customary for automobile
                  dealerships in the Primary Market Area.

         7.6.     Dealer agrees and understands that any retail price which may
                  be suggested by American Honda is merely a suggested price,
                  and Dealer has no obligation to sell any Honda Products at
                  such price. Dealer further understands and agrees that it is
                  the sole judge of the price at which it sells Honda Products
                  and the price it charges others for service, subject only to
                  applicable local, state and federal laws, rules and
                  regulations.

         7.7.     Dealer understands and agrees that it will be responsible for
                  and will pay any and all taxes, whether sales, use or excise,
                  and all other governmental or municipal charges imposed upon
                  the sale of Honda Products by American Honda to Dealer and
                  will maintain accurate records of the same, which records will
                  be available to American Honda, or its designee, during
                  regular business hours for inspection.

         7.8.     Dealer understands and agrees that, while it has
                  responsibility for the promotion and retail sale and servicing
                  of Honda Products within the Primary Market Area, it has no
                  territorial exclusivity. Further, American Honda reserves the
                  right, based upon reasonable criteria, to appoint other
                  authorized dealers of Honda Products in the Primary Market
                  Area.

8.       APPOINTMENT OF SUCCESSOR AND REPLACEMENT DEALERS.

         8.1.     The parties recognize that Honda Products are marketed through
                  a system of authorized dealers developed by American Honda and
                  that customers and American Honda have a vital interest in the
                  preservation and efficient operation of the system. American
                  Honda has the responsibility of continuing to administer the
                  system and of selecting the most suitable dealer candidate in
                  each circumstance. Accordingly, Dealer agrees that American
                  Honda has the right to select each successor and replacement
                  dealer and to approve its owners and principal management and
                  the location of dealership facilities. Further, Dealer agrees
                  to provide written notice to American Honda of any potential
                  change in the involvement, ownership or management specified
                  in Paragraphs C and D of the Agreement. No change affecting
                  such involvement, ownership or management will be made without
                  the prior written approval of American Honda, which approval
                  will not be unreasonably withheld.

         8.2.     Upon Dealer's request, American Honda will execute with Dealer
                  a Successor Addendum designating proposed Dealer operators or
                  owners of a successor



                                        8


<PAGE>




                  dealer to be established if the Agreement expires or is
                  terminated because of death or incapacity. The request must be
                  executed by all persons identified in Paragraph C of the
                  Agreement and all proposed dealer operators or owners and be
                  submitted to American Honda prior to such death or incapacity;
                  provided that such proposed dealer operators or owners must be
                  acceptable to American Honda.

         8.3.     Dealer, but not American Honda, may cancel any executed
                  Successor Addendum. If American Honda notifies Dealer that it
                  does not plan to permit Dealership Operations to continue at
                  the Dealership Location, American Honda shall have no
                  obligation to execute a new Successor Addendum.

         8.4.     If the Agreement expires or is terminated because of death or
                  incapacity and Dealer and American Honda have not executed a
                  Successor Addendum, the remaining owners, successors or heirs
                  may propose a successor dealer entity to continue Dealership
                  Operations at the Dealership Location. Such proposal must be
                  made within thirty days of the event causing expiration or
                  termination by submitting a written proposal to American
                  Honda. Such proposal will be accepted by American Honda if it
                  does not introduce new owners or if the proposed new owners
                  are acceptable to American Honda.

         8.5.     Any successor dealer entity approved by American Honda
                  pursuant to this Article 8 must establish that it can conduct
                  Dealership Operations in an efficient and businesslike manner.
                  Such successor dealer entity will have one year to meet
                  reasonable performance criteria established from time to time
                  by American Honda. In the event such successor dealer entity
                  fails to meet those criteria, such failure will be separate
                  grounds for termination of the Agreement.

9.       TERMINATION OF AGREEMENT.

         9.1.     The Agreement may be terminated, at any time, by mutual
                  agreement of American Honda and Dealer.

         9.2.     Dealer may terminate the Agreement, at any time, by giving
                  American Honda notice of such termination. Such termination
                  shall be effective upon the date specified by Dealer, or if no
                  date is specified, then upon receipt by American Honda of such
                  notice.

         9.3.     American Honda may terminate the Agreement, at any time, by
                  serving on Dealer a written notice of such termination by
                  certified or registered mail to Dealer at the Dealership
                  Premises. Subject to other provisions of the Agreement,
                  termination will be effective ninety (90) days after mailing
                  of such notice to dealer or such longer period as American
                  Honda may specify; provided, however, that termination will be
                  effective ten (10) days after mailing if for an occurrence of
                  any circumstance referred to in Paragraphs 9.4.A, 9.4.B,
                  9.4.J or 9.4.M hereof.

         9.4.     It is recognized that each of the following grounds is within
                  control of Dealer or originates from action taken by Dealer or
                  its employee(s) and is contrary to the spirit and objectives
                  of the Agreement. Therefore, American Honda may terminate the
                  Agreement upon the occurrence of any of the following:

                  9.4.A    Failure by Dealer to secure and continuously maintain
                           any license necessary for the conduct by Dealer of
                           its business pursuant to the Agreement or the
                           termination or expiration without renewal, or
                           suspension or revocation of any such license for any
                           reason whatsoever, whether or not license is
                           reinstated.



                                        9

<PAGE>




                  9.4.B.   Any change, transfer or attempted transfer by
                           Dealer or any Dealer Owner, voluntarily or by
                           operation of law, of the whole or any part of the
                           Agreement or any interest or legal or beneficial
                           ownership therein or any right or obligation
                           thereunder, directly or indirectly, such as, for
                           example only, by way of a sale of an underlying
                           ownership interest in Dealer or the Dealership
                           Premises or a change in the persons having control or
                           managerial authority, without prior written consent
                           of American Honda. Any purported change, transfer or
                           assignment shall be null and void and not binding on
                           American Honda.

                  9.4.C.   Any dispute, disagreement, controversy or personal
                           difficulty between or among Dealer Owners or in
                           the management of Dealer which, in American Honda's
                           opinion, may adversely affect the conduct of Dealer's
                           business, or the presence in the management of Dealer
                           of any person who, in American Honda's opinion, does
                           not have or no longer has requisite qualifications
                           for his position.

                  9.4.D.   Impairment of the reputation or the financial
                           standing of Dealer or of any Dealer Owner subsequent
                           to the execution of the Agreement; or the
                           ascertainment by American Honda of any facts existing
                           at or prior to execution of the Agreement which tend
                           to impair such reputation or financial standings; or
                           the failure of Dealer continuously to meet American
                           Honda's minimum requirements of net working capital,
                           owner's equity or line(s) of credit.

                  9.4.E.   Failure by Dealer to pay, within ten (10) days after
                           written demand from American Honda, any delinquent
                           accounts or other monies due to American Honda from
                           Dealer.

                  9.4.F.   Submission or participation in the submission to
                           American Honda of any false or fraudulent statement,
                           application, report, request for issuance of
                           reimbursement, compensation, refund or credit,
                           including but not limited to any false or fraudulent
                           claim for warranty work, labor rate, set-up
                           reimbursement or warranty coverage.

                  9.4.G.   Use by Dealer of any deceptive or fraudulent
                           practice, whether willful, negligent or otherwise, in
                           the sale of any Honda Product.

                  9.4.H.   Any conviction in any court of original jurisdiction
                           of Dealer or any Dealer Owner or any employee of the
                           Dealership Operations for any crime or violation of
                           any law if, in the opinion of American Honda, such
                           conviction or violation may adversely affect the
                           conduct of the Dealership Operations or tend to be
                           harmful to the goodwill of American Honda or to the
                           reputation of Honda Products or the Honda Trademarks,
                           or the violation or refusal or neglect of Dealer to
                           comply with the provisions of the National Traffic
                           and Motor Vehicle Safety Act of 1966, as amended, or
                           the Clean Air Act, or any rules, regulations or
                           standards under either of said Acts, including but
                           not limited to performance of any product update or
                           recall operation as directed by American Honda.

                  9.4.I.   Dealer's entering into any agreement, combination,
                           understanding or contract, oral or written, with any
                           other corporation, person, firm or other legal entity
                           for the purpose of fixing prices of Honda Products or
                           otherwise violating any law.

                  9.4.J.   Dealer's abandonment of Dealership Premises or
                           failure to maintain Dealership Operations as a going
                           business, open during customary




                                           10

<PAGE>




                           business hours for the days and hours as are
                           customary for automobile dealerships in the Primary
                           Market Area, provided such failure is not due to
                           causes beyond Dealer's control. Failure of the
                           Dealership Premises to remain open for seven (7)
                           consecutive days will constitute, without more, such
                           abandonment.

                  9.4.K.   Death or incapacity of any Dealer Owner or Dealer
                           Manager, subject to the provisions of Article 8.

                  6.4.L.   Failure of Dealer to make improvements, alterations
                           or modifications of its Dealership Premises which are
                           required to meet reasonable facility requirements of
                           American Honda or which Dealer has agreed or
                           represented to American Honda that Dealer will make
                           or do.

                  9.4.M.   The movement of Dealership Premises to a new location
                           or the establishment of an additional location for
                           the sale or service of any Honda Products without the
                           prior written approval of American Honda.

                  9.4.N.   The failure of Dealer to provide adequate
                           representation, promotion, sales or service,
                           including warranty work, of any Honda Products.

                  9.4.O.   Dealer's breach of any provision of the Agreement or
                           Dealer's failure to comply with any contained in the
                           Agreement.

         9.5.     The Agreement will also be terminated upon written notice by
                  American Honda in the event:

                  9.5.A.   Of termination of American Honda's distribution
                           agreement as a Honda Automobile distributor.

                  9.5.B.   Of withdrawal by American Honda from the market in
                           which Dealer is located.

                  9.5.C.   American Honda will, for any reason, discontinue the
                           distribution of Honda Automobiles.

         9.6.     Upon the occurrence of any of the following facts or
                  circumstances, the Agreement will terminate automatically,
                  without notice or other action by American Honda or Dealer;
                  and upon such termination, any dealings between American
                  Honda and dealer will be on a day-to-day basis at the sole
                  option of American Honda and may be discontinued at any time
                  by American Honda:

                  9.6.A.   Insolvency by any definition of Dealer, or

                  9.6.B.   The existence of facts or circumstances which would
                           allow the voluntary commencement by Dealer, or the
                           involuntary commencement against Dealer, of any
                           proceedings under any bankruptcy act or law or under
                           any state insolvency law; or

                  9.6.C.   The appointment of a receiver or other officer having
                           similar powers for Dealer or the Dealership Premises;
                           or

                  9.6.D.   Any levy against Dealer under attachment, garnishment
                           or execution similar process which is not within ten
                           (10) days vacated or removed by payment or bonding.

         9.7.     American Honda may select any applicable provision under which
                  it elects to terminate the Agreement and give notice
                  thereunder, notwithstanding the



                                       11
<PAGE>
                  existence of any other grounds for termination or the failure
                  to refer to such other grounds in the notice of termination.
                  The failure by American Honda to specify additional ground(s)
                  for cancellation in its notice will not preclude American
                  Honda from later establishing that termination is also
                  supported by such additional ground(s).

         9.8.     The acceptance by American Honda of orders from Dealer or the
                  continued sale of Honda Products to Dealer or any other act or
                  course of dealing of American Honda after termination of the
                  Agreement will not be construed as or deemed to be a renewal
                  of the Agreement for any further term or a waiver of such
                  termination. Any dealings after termination will be on a
                  day-to-day basis.

         9.9.     In all cases, Dealer agrees to conduct itself and Dealership
                  Operations until the effective date of termination and after
                  termination or expiration of the Agreement, so as not to
                  injure the reputation or goodwill of the Honda Trademarks or
                  American Honda.

10.      RIGHTS, OBLIGATIONS AND DEALINGS UPON TERMINATION.

         10.1.    Upon the mailing of a written notice of termination or after
                  date of the expiration of the Agreement without renewal,
                  American Honda will have the right to cancel all pending
                  orders of Dealer for Honda Products, special tools and
                  equipment, whether previously accepted by American Honda or
                  not, except as specifically otherwise provided in this Section
                  10. Notwithstanding the foregoing, if American Honda chooses
                  to fill any orders, it will not be obligated to fill any other
                  orders and will not be precluded from changing the terms of
                  any sale.

         10.2.    Not later than the effective date of the termination or
                  expiration of the Agreement, Dealer will cease to hold itself
                  out as being authorized to sell Honda Products and will
                  discontinue selling Honda Products or performing service as an
                  authorized dealer.

         10.3.    In addition to the requirements of Section 10.2, not later
                  than the effective date of the termination or expiration of
                  the Agreement, Dealer will, at its sole expense, discontinue
                  any and all uses of any Honda Trademarks and any words,
                  symbols and marks which are confusingly similar thereto; will
                  remove all signs bearing any Honda Trademark and will destroy
                  all stationery, repair orders, advertising and solicitation
                  materials, and all other printed matter bearing any Honda
                  Trademark or referring directly or indirectly to American
                  Honda or Honda Products in any way which might make it appear
                  to members of the public that Dealer is still an authorized
                  dealer. The foregoing will include, but not be limited to,
                  discontinuing the use of a Honda Trademark as part of Dealer's
                  business and corporate name. Dealer will also deliver to
                  American Honda, at American Honda's place of business, or to a
                  person designated by American Honda, or will destroy the same
                  upon request by American Honda, any and all technical or
                  service literature, advertising and other printed material
                  then in Dealer's possession which relates to Honda Products
                  and which was acquired or obtained by Dealer from American
                  Honda. Dealer will destroy any sign bearing a Honda Trademark
                  which has not been repurchased by American Honda.

         10.4.    In the event the Agreement is terminated pursuant to the
                  provisions of paragraph 9.3 hereof, upon request of American
                  Honda for copying Dealer's records of predelivery service,
                  warranty service, recall or update service or other service of
                  Honda Products. In the event the Agreement is terminated
                  pursuant to the provisions of paragraphs 9.1 or 9.2 hereof,
                  upon the request of



                                       12
<PAGE>




                  American Honda, Dealer will deliver to American Honda copies
                  of such Dealer records.

         10.5.    Dealer may, at any time within five (5) days after the
                  effective date of termination or expiration of the Agreement,
                  notify American Honda in writing of Dealer's desire to have
                  American Honda repurchase from Dealer Honda Products in
                  Dealer's inventory which were purchased from American Honda
                  and which, when American Honda accepts sole possession:

                  10.5.A.  In the case of Honda Automobiles, are new and of the
                           then current model year, as designated by American
                           Honda, unused, undamaged and in first-class resalable
                           condition, regardless of whether or not American
                           Honda has exercised its right of inspection; and

                  10.5.B.  In the case of Honda Parts are new, listed as current
                           in the Parts Price Book, unused, undamaged, in their
                           original package and in first-class resalable
                           condition.

         10.6.    Upon termination or expiration without renewal, upon request
                  of Dealer given no later than five (5) days after the
                  effective date of termination or expiration, American Honda
                  will repurchase all signs which use a Honda Trademark as were
                  authorized in advance by American Honda and all service
                  information and materials, special tools and equipment
                  designed specifically for service of Honda Automobiles and
                  which were purchased from American Honda and are usable on
                  current Honda Products, provided that such signs, information,
                  materials, tools and equipment are less than five (5) years
                  old and are in good working order.

         10.7.    American Honda will repurchase from Dealer Honda Products and
                  signs, information, materials, tools and equipment as
                  aforesaid on the condition that Dealer furnishes an inventory
                  to American Honda within thirty (30) day after the termination
                  or expiration without renewal of the Agreement and complies
                  strictly with all procedures and conditions of repurchase
                  issued by American Honda at the time of repurchase. American
                  Honda will have the right and option to assign to another
                  person or entity the right to purchase such Honda Products.

                  10.7.A.  The price for Honda Products, other than tools,
                           equipment, information, materials and signs, will be
                           the price at which they were originally purchased by
                           Dealer from American Honda or the price last
                           established by American Honda for the sale of
                           identical Honda Products, whichever may be lower, and
                           in either case will be less all prior refunds and
                           allowances made by American Honda with respect
                           thereto, if any. The price for tools, equipment,
                           information, materials and signs will be the price
                           paid by Dealer reduced by straight-line depreciation
                           on the basis of a useful life of five (5) years. In
                           all cases, the price will be reduced by any
                           applicable restocking charge which may be in effect
                           at the time American Honda's receipt of goods to be
                           repurchased.

                  10.7.B.  Dealer agrees to store Honda Products and other items
                           which American Honda desires or is obligated to
                           repurchase until receipt from American Honda of
                           rejection of repurchase or instructions for shipping
                           and return to American Honda. Dealer agrees to
                           strictly follow and abide by all instructions for
                           return as may be issued from time to time by American
                           Honda. All Honda Products will be properly and
                           suitably packaged and containered for safe
                           transportation to American Honda. All damage,
                           regardless of nature or cause, will be the
                           responsibility of Dealer until the Honda Products are
                           inspected and accepted by


                                       13


<PAGE>
                           American Honda for repurchase. Storage of such Honda
                           Products and other items will be at Dealer's expense
                           for a period of ninety (90) days after Dealer
                           requests repurchase and provides an inventory as
                           provided by paragraphs 10.6 and 10.7 hereof.
                           Thereafter, Dealer will be entitled to charge
                           American Honda a reasonable storage charge.

                  10.7.C.  American Honda, or its designee, at such reasonable
                           time and for such a reasonable period of time as
                           American Honda may determine, will have the right to
                           enter the premises where items for repurchase are
                           being held for the purpose of checking the inventory
                           submitted by Dealer or examining, inspecting and
                           inventorying any and all Honda Products. If American
                           Honda agrees to repurchase and Dealer fails to
                           furnish an inventory, Dealer will reimburse American
                           Honda for all costs of American Honda taking an
                           inventory.

                  10.7.D.  Only those Honda Products meeting the requirements of
                           Paragraphs 10.5 and 10.6 hereof are or will be
                           eligible for return to American Honda. American Honda
                           will not be obligated to give Dealer credit for any
                           Honda Products which do not meet those requirements.

                  10.7.E.  Dealer warrants and represents that all Honda
                           Products tendered to American Honda for repurchase
                           will be free of all liens, encumbrances, security
                           interests or attachments at the time repurchase is
                           requested by Dealer. Clear title will be vested in
                           American Honda upon receipt of goods. Dealer will
                           execute and deliver any documents necessary to vest
                           clear title in American Honda, and Dealer will be
                           responsible for complying with all applicable
                           procedures, including but not limited to those
                           relating to bulk transfers.

                  10.7.F.  Dealer will pay all freight and insurance charges
                           from Dealer to the place of delivery designated by
                           American Honda, provided that Dealer will not be
                           liable for any amount greater than the freight and
                           insurance charges from Dealer to American Honda's
                           closest automobile warehouse or parts center as
                           American Honda may designate. Claims for damage or
                           allegedly caused by any carrier will be the sole
                           responsibility of Dealer, and in no event will
                           American Honda be obligated to make a claim against a
                           carrier or be liable to Dealer for damage.

                  10.7.G.  As a condition of repurchase and notwithstanding any
                           other agreement or offer to repurchase, payment for
                           repurchase will first be applied against any
                           obligations or money owed by Dealer to American
                           Honda. All payment due from American Honda to Dealer
                           pursuant to any provisions of the Agreement or in
                           connection with the termination of the Agreement or
                           in connection with the termination of the Agreement
                           will be made by American Honda after receipt of the
                           goods to be repurchased and after all debits and
                           credits have been ascertained and applied to Dealer's
                           accounts, and Dealer has delivered to American Honda
                           the manufacturer's certificate of origin or other
                           document of title for Honda Automobiles tendered to
                           American Honda for repurchase. In the event it be
                           found that a balance is due from Dealer to American
                           Honda, Dealer will pay such sum to American Honda
                           within ten (10) days of written notice of such
                           balance.

                                       14


<PAGE>
11.      GENERAL PROVISIONS.

         11.1.    Dealer acknowledges that only the President or a designated
                  Vice President, Secretary or Assistant Secretary of American
                  Honda is authorized to execute the Agreement, agree to any
                  variation, modification or amendment of any of the provisions
                  thereof, including authorized location, or to make commitments
                  for or on behalf of American Honda. No other employee of
                  American Honda may make any promise or commitment on behalf of
                  American Honda or in any way bind American Honda. Dealer
                  agrees that it will not rely on any statements or purported
                  statements except from personnel as authorized hereinabove.

         11.2.    The Agreement contains the entire agreement between Dealer and
                  American Honda. Dealer acknowledges that no representations or
                  statements other than those expressly set forth therein were
                  made by American Honda or any officer, employee, agent or
                  representative thereof, or were relied upon by Dealer in
                  entering into the Agreement. The Agreement terminates and
                  supersedes, as of the execution thereof, all prior agreements
                  relating to Honda Products, if any.

         11.3.    Dealer hereby waives, abandons and relinquishes any and all
                  claims of any kind and nature whatsoever arising from or out
                  of or in connection with any prior agreement entered into
                  between Dealer and American Honda; provided, however, that
                  nothing herein contained shall be deemed a release or waiver
                  of any claim arising out of prior sales of Honda Products by
                  American Honda to Dealer.

         11.4.    The Agreement is personal to the individuals identified as
                  principals, owner(s), partners or shareholder(s) in Paragraph
                  C. Neither the Agreement, nor any part hereof or any interest
                  therein, may be transferred or assigned by Dealer, in whole or
                  in part, directly or indirectly, voluntarily or by operation
                  of law, without the prior written approval of American Honda.
                  Any attempted transfer assignment will be void and not binding
                  upon American Honda.

         11.5.    All notices, notifications or requests under or pursuant to
                  the provisions of the Agreement will be directed to the
                  address of the principal places of business of the respective
                  parties to the Agreement. If either party cannot effect notice
                  at the place of business of the other because a party has
                  abandoned its place of business or refuses to accept notice,
                  then, and only in such case, notice may be served on American
                  Honda through its designated agent for service of process and
                  upon Dealer through the Department of Motor Vehicles (or its
                  equivalent) in the state where the Dealership Location is
                  authorized by American Honda.

         11.6.    The waiver by either party of any breach or violation of or
                  default under any provision of the Agreement will not be a
                  waiver by such party of any other provision or of any
                  subsequent breach or violation thereof or default thereunder.
                  The failure or delay of either party to take prompt action
                  upon any breach or violation of the Agreement will not be
                  deemed a waiver of the right to take action for such breach,
                  default or violation at any time in the future.

         11.7.    Dealer agrees to keep confidential and not disclose, directly
                  or indirectly, any information which American Honda designates
                  as confidential.

         11.8.    The Agreement is and shall be deemed to have been entered into
                  in California and shall be governed by and construed in
                  accordance with the laws of the State of California.

                                       15


<PAGE>




         11.9.    If any provision of this Agreement should be held invalid or
                  unenforceable for any reason whatsover or to conflict with any
                  applicable law, the Agreement will be considered divisible as
                  to such provisions, and such provisions will be deemed
                  amended to comply with such law, or if it cannot be so
                  amended without materially altering the tenor of the
                  Agreement, then it will be deemed deleted from the Agreement
                  in such jurisdiction, and in either case, the remainder of the
                  Agreement will be valid and binding.

         11.10.   The terms of the Agreement may not be modified except in
                  writing signed by an authorized officer of the parties.
                  Without limiting the generality of the foregoing, no course of
                  dealing will serve to modify or alter the terms of the
                  Agreement.

         11.11.   Dealer is an independent business. The Agreement does not
                  constitute Dealer the agent or legal representative of
                  American Honda for any purpose whatsoever. Dealer is not
                  granted any expressed or implied right or authority to assume
                  or create any obligation on behalf of or in the name of
                  American Honda or to bind American Honda in any manner or
                  thing whatsover. Dealer has paid no consideration for the
                  Agreement. Neither the Agreement nor any right granted under
                  it is a property right.

         11.12.   The expiration or termination of the Agreement will not
                  extinguish any claims American Honda may have for the
                  collection of money or the enforcement of any obligations
                  which may be in the nature of continuing obligations.




                                       16


<PAGE>




12.      DEFINITIONS.

         12.1.    American Honda means American Honda Motor Co., Inc. a
                  California corporation, and the Honda Automobile Division that
                  markets Honda Automobiles.

         12.2.    Dealer means the person, firm, corporation, partnership or
                  other legal entity that signs the Agreement and each of the
                  persons identified in Paragraph C.

         12.3.    Dealer Manager means the principal manager of Dealer
                  identified in Paragraph D upon whose personal service American
                  Honda relies in entering into the Agreement.

         12.4.    Dealer Owner means the owner(s) of Dealer identified in
                  Paragraph C upon whose personal service American Honda relies
                  in entering into the Agreement.

         12.5.    Dealership Location means the location approved by American
                  Honda for the purpose of conducting Dealership Operations.

         12.6.    Dealership Operations means all operations contemplated by the
                  Agreement. These operations include the sale and service of
                  Honda Products, and any other activities undertaken by Dealer
                  related to Honda Products, including rental and leasing
                  operations, used car sales and body shop operations, and
                  finance and insurance operations, whether conducted directly
                  or indirectly by Dealer.

         12.7.    Dealership Premises means the facilities provided by Dealer at
                  its Dealership Location for the conduct of Dealership
                  Operations as approved by American Honda.

         12.8.    Honda Automobiles means such new passenger cars as are from
                  time to time offered for sale by American Honda to Dealer for
                  resale as part of the Honda automobile line as defined by
                  American Honda.

         12.9.    Honda Parts means parts, accessories and optional equipment
                  marketed by American Honda for use with Honda Automobiles.

         12.10.   Honda Products means Honda Automobiles and Honda Parts.

         12.11.   Honda Trademarks means the various trademarks, service marks,
                  names and designs which American Honda uses or is authorized
                  to use in connection with Honda Products or services relating
                  thereto.

         12.12.   Primary Market Area means the geographical area designated for
                  Dealer by American Honda from time to time.

         12.13.   The Agreement means the Honda Automobile Dealer's Sales and
                  Service Agreement and these Standard Provisions which are
                  incorporated therein by reference.



                                       17

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</DOCUMENT>
