HBL LLC
FORM OF DEALER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>k78161exv10w1.txt
<DESCRIPTION>FORM OF DEALER AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                             MERCEDES-BENZ USA, LLC

                                     MAYBACH
                         PASSENGER CAR DEALER AGREEMENT

                                TABLE OF CONTENTS
                                -----------------

DEALER AGREEMENT                                                          PAGE
                                                                          ----

       MAYBACH STATEMENT OF COMMITMENT                                      (i)

       A.   APPOINTMENT OF DEALER                                          (ii)
       B.   TERM                                                           (ii)
       C.   ADDITIONAL PROVISIONS                                          (ii)
       D.   DEALER OWNERSHIP                                               (ii)
       E.   DEALER MANAGEMENT                                             (iii)
       F.   DEALERSHIP FACILITIES                                         (iii)
       G.   MODIFICATION OF AGREEMENT                                      (iv)
       H.   EXECUTION OF AGREEMENT                                         (iv)
       I.   MUTUAL RELEASE                                                 (iv)
       J.   CERTIFICATION                                                  (iv)

       FINAL PARAGRAPH                                                      (v)

STANDARD PROVISIONS

I.     ACQUISITION, DELIVERY AND INVENTORY OF MAYBACH
       PASSENGER CAR PRODUCTS                                                1

       A.   PRICES AND TERMS OF SALE                                         1
       B.   AVAILABILITY AND ALLOCATION OF PRODUCTS                          1
       C.   DELIVERY OF PRODUCTS                                             1
       D.   PASSAGE OF TITLE                                                 1
       E.   RISK OF DAMAGE OR LOSS                                           2
       F.   DELAY OR FAILURE OF DELIVERY                                     2
       G.   DIVERSION AND STORAGE CHARGES                                    2
       H.   SECURITY INTEREST                                                2

            1.   Grant of Security Interest                                  2
            2.   Default in Payment                                          3
            3.   Assembly of Collateral, Payment of Costs and
                 Notices                                                     3
            4.   Recording and Further Assurances                            3
            5.   Records and Schedules of Inventory                          4



<PAGE>


                                                                          PAGE
                                                                          ----

       I.   CHANGES OF DESIGN, SPECIFICATIONS OR OPTIONS                     4
       J.   DISCONTINUANCE OF MANUFACTURE OR
            IMPORTATION                                                      4
       K.   MINIMUM VEHICLE INVENTORIES                                      4
       L.   PRODUCT MODIFICATIONS                                            4

II.    DEALER'S MARKETING AND SALES OF MAYBACH
       PASSENGER CAR PRODUCTS                                                5

       A.   DEALER'S GENERAL RESPONSIBILITIES                                5
       B.   EXPORT POLICY                                                    5
       C.   DEALER ASSOCIATION                                               6
       D.   PRE-OWNED VEHICLES                                               6
       E.   AREA OF INFLUENCE                                                6
       F.   EVALUATION OF DEALER'S MARKETING AND
            SALES PERFORMANCE                                                6

III.   DEALER'S SERVICE OBLIGATIONS                                          7

       A.   CUSTOMER SERVICE STANDARDS                                       7
       B.   DEALER'S SPECIFIC SERVICE OBLIGATIONS                            7

            1.   Pre-Delivery Inspections and Service                        7
            2.   Warranty Repairs and Policy Service                         7
            3.   Service Campaign Inspections and Corrections                8
            4.   Roadside Assistance Program                                 8

       C.   USE OF PARTS AND ACCESSORIES IN
            NON-WARRANTY SERVICE                                             8

            1.   Quality Standards                                           8
            2.   Dealer's Disclosures as to Use of and
                 Warranties for Non-Genuine Parts and Accessories            9

       D.   COMPLIANCE WITH SAFETY AND EMISSION
            CONTROL REQUIREMENTS                                             9

       E.   COMPLIANCE WITH CONSUMER PROTECTION
            STATUTES, RULES AND REGULATIONS                                 10

IV.    DEALER'S SERVICE AND PARTS ORGANIZATION                              10

       A.   ORGANIZATION AND STANDARDS                                      10
       B.   SERVICE EQUIPMENT AND SPECIAL TOOLS                             11



<PAGE>

                                                                          PAGE
                                                                          ----

            1.   Special Tools                                              11
            2.   Service Equipment                                          11

       C.   PARTS STOCKING AND SERVICE LEVELS                               11
       D.   AFTER HOURS DELIVERY                                            12
       E.   ASSISTANCE PROVIDED BY MBUSA                                    12

            1.   Service Manuals and Materials                              12
            2.   Field Personnel Assistance                                 12

       F.   EVALUATION OF DEALER'S SERVICE
            AND PARTS PERFORMANCE                                           12

       G.   ADDITIONAL FACILITIES OR LOCATIONS                              12

V.     CUSTOMER SATISFACTION RESPONSIBILITIES                               13

       A.   DEALER'S CUSTOMER SATISFACTION
            OBLIGATIONS                                                     13

            1.   Dealer's Customer Satisfaction Plan                        13
            2.   Employee Training                                          13
            3.   Customer Assistance Response System                        13

       B.   EVALUATION OF DEALER'S CUSTOMER
            SATISFACTION PERFORMANCE                                        13

VI.    DEALERSHIP FACILITIES AND
       IDENTIFICATION                                                       14

       A.   LOCATION AND FACILITIES                                         14
       B.   CHANGES AND ADDITIONS                                           14
       C.   DEALER'S OPERATING HOURS                                        15
       D.   CORPORATE IDENTITY                                              15
       E.   EVALUATION OF DEALERSHIP
            FACILITIES                                                      15
       F.   OWNERSHIP AND USE OF MAYBACH MARKS                              16

            1.   Validity and Exclusive Ownership of
                 Maybach Marks                                              16
            2.   Use by Dealer                                              16
            3.   Discontinuance of Use                                      16
            4.   Enforcement                                                17

VII.   WARRANTIES                                                           17



<PAGE>
                                                                          PAGE
                                                                          ----

VIII.  CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS                         17

       A.   NET WORKING CAPITAL                                             17
       B.   FLOORING AND LINES OF CREDIT                                    18
       C.   PAYMENT TERMS                                                   18
       D.   UNIFORM ACCOUNTING SYSTEM                                       18
       E.   RECORDS MAINTENANCE                                             19
       F.   EXAMINATION OF DEALERSHIP
            ACCOUNTS AND RECORDS                                            19
       G.   TAXES                                                           19
       H.   CONFIDENTIALITY                                                 19
       I.   DEALER COMMUNICATIONS
            SYSTEM AND PROPRIETARY MANUFACTURER
            SYSTEMS                                                         19
       J.   SALES REPORTING                                                 20

IX.    TRANSFERS                                                            20

       A.   SALE OF ASSETS OR OWNERSHIP INTEREST                            20
       B.   RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE                    21

            1.   Rights Granted                                             21
            2.   Exercise of MBUSA's Rights                                 21
            3.   Right of First Refusal                                     22
            4.   Option to Purchase                                         22
            5.   Dealer's Obligations                                       22

X.     SUCCESSION RIGHTS UPON DEATH OR INCAPACITY                           23

       A.   SUCCESSION TO OWNERSHIP AFTER DEATH OF
            OWNER                                                           23
       B.   INCAPACITY OF OWNER                                             24
       C.   NOMINATION OF SUCCESSOR PRIOR TO DEATH
            OR INCAPACITY OF OWNER                                          24

XI.   TERMINATION                                                           25

       A.   VOLUNTARY TERMINATION BY DEALER                                 25
       B.   TERMINATION FOR CAUSE                                           25

            1.   Immediate Termination                                      25
            2.   Termination Upon Sixty Days Notice                         27
            3.   Termination for Failure of Performance                     28
            4.   Termination Upon Death or Incapacity                       28



<PAGE>

                                                                          PAGE
                                                                          ----

       C.   TERMINATION UPON TERMINATION OF
            DISTRIBUTORSHIP                                                 28
       D.   TERMINATION FOR FAILURE OF MBUSA TO BE
            LICENSED                                                        28
       E.   TERMINATION UPON OFFERING TO ENTER INTO A
            NEW OR AMENDED PASSENGER CAR DEALER
            AGREEMENT                                                       29
       F.   NOTICE OF TERMINATION                                           29
       G.   CONTINUANCE OF BUSINESS RELATIONS                               29
       H.   REPURCHASE PROVISIONS                                           29

            1.   MBUSA's Obligations                                        29
            2.   Dealer's Responsibilities                                  30
            3.   Payment by MBUSA                                           31

XII.   DEFENSE AND INDEMNIFICATION                                          31

       A.   DEFENSE AND INDEMNIFICATION BY MBUSA                            31
       B.   DEFENSE AND INDEMNIFICATION BY DEALER                           32
       C.   CONDITIONAL DEFENSE AND/OR
            INDEMNIFICATION                                                 33
       D.   THE EFFECT OF SUBSEQUENT DEVELOPMENTS                           33
       E.   TIME TO RESPOND AND RESPONSIBILITIES
            OF THE PARTIES                                                  34

XIII.  NOTICE OF BREACH OR FAILURE TO ACT IN GOOD FAITH                     34

XIV.   GENERAL PROVISIONS                                                   34

       A.   NOTICES                                                         34
       B.   NO IMPLIED WAIVERS                                              35
       C.   SOLE AGREEMENT OF THE PARTIES                                   35
       D.   DEALER NOT AN AGENT OR REPRESENTATIVE                           35
       E.   ASSIGNMENT OF RIGHTS OR DELEGATIONS OF
            DUTIES                                                          35
       F.   NO FRANCHISE FEE                                                35
       G.   BENEFIT                                                         36
       H.   NEW JERSEY LAW                                                  36

XV.    DEFINITIONS                                                          36

XVI.   ADDITIONAL PROVISIONS                                                38



<PAGE>
                             MERCEDES-BENZ USA, LLC

                              MAYBACH PASSENGER CAR
                                DEALER AGREEMENT


                  This MAYBACH PASSENGER CAR DEALER AGREEMENT is effective as of
the day last set forth below by and between Mercedes-Benz USA, LLC ("MBUSA") and
the natural person or entity identified as "Dealer" in the Final Paragraph of
this Agreement.

                           MAYBACH STATEMENT OF COMMITMENT

This Agreement states the commitment of MBUSA and Dealer to each other as well
as their relationship to the owners of Maybach Passenger Car Products.

MBUSA, the exclusive distributor of Maybach Products in the United States of
America and its territories and possessions, brings to this relationship the
peerless reputation and image of Maybach. DCAG has produced automobiles longer
than any other manufacturer in the world. It has never let sheer numbers of
production, or the requirement of transportation alone, become the yardstick for
the design of its products. Its devoted craftsmen have built, and continue to
build, the finest automobiles in the world. Since 1886, DCAG has produced
automobiles that have been and continue to be the pride of discriminating owners
all over the world.

Maybach passenger car dealers are community leaders whose reputation, integrity
and expertise are essential to the sale and servicing of Maybach Passenger Cars.
They must have well-located places of business with outstanding sales, service
and parts facilities; they must be staffed by courteous and well-trained
personnel who are dedicated to serving Maybach customers during the acquisition
and ownership experience; and they must be focused on attaining the collective
long-term goals reflected herein as well as their own individual goals.

Maybach owners are loyal, devoted and proud; but they are also demanding towards
the factory as far as the product is concerned and towards the dealer as to how
it is sold and serviced. MBUSA and Dealer are committed to meeting and, where
possible, exceeding those high expectations.

By executing this Agreement, and pursuant to its terms, MBUSA and its Maybach
Passenger Car dealers dedicate themselves jointly to serving and satisfying the
past, present and future owners of Maybach Passenger Car Products.



                                     -(i)-

<PAGE>

A.       APPOINTMENT OF DEALER

         MBUSA hereby appoints Dealer and grants it the non-exclusive right to
         buy and resell Maybach Passenger Car Products. Dealer accepts such
         appointment and understands that its appointment as a Dealer (i) does
         not grant it an exclusive right to sell Maybach Passenger Car Products
         in its Area of Influence or in any other geographic area, and (ii) does
         not grant it any right to buy or resell vehicles or other products that
         are not Maybach Passenger Car Products.

B.       TERM

         This Agreement shall have a term commencing on its effective date and
         continuing until the date set forth in the Final Paragraph.

C.       ADDITIONAL PROVISIONS

         The accompanying Maybach Passenger Car Dealer Agreement Standard
         Provisions, Dealer AOI Space Analysis Addendum, Dealer Operating
         Requirements Addendum, Dealer Area of Influence Addendum, Dealer
         Improvement Addendum (if applicable), other facility addenda (if
         applicable) as identified in Paragraph F, and Communications Guidelines
         and Graphic Standards are hereby incorporated into and made a part of
         this Agreement. Dealer further agrees to be bound by and comply with
         the Warranty Manual, Dealership Facility Planning & Corporate
         Identification Manual, and all other manuals, bulletins, instructions
         and directives issued to Dealer by MBUSA.

D.       DEALER OWNERSHIP

         This is a personal service agreement. MBUSA is entering into this
         Agreement in reliance upon the personal qualifications, reputation,
         integrity and expertise of Owners and upon their representation that
         they are committed to achieving the purposes and goals of this
         Agreement. Dealer agrees that there will be no change in the identity
         of Owner or in Dealer's ownership, name, identity, business
         organization or structure without the prior written consent of MBUSA,
         which consent shall not be unreasonably withheld; provided, however,
         that anything herein to the contrary notwithstanding, Dealer agrees
         that it shall not sell or transfer Dealer's principal assets or any
         ownership interest of Owner relating to the conduct of Dealership
         Operations hereunder separate and apart from the assets or ownership
         interest relating to the conduct of "Dealership Operations" under the
         Mercedes-Benz Passenger Car Dealer Agreement and the Mercedes-Benz
         Light Truck Dealer Agreement. If Dealer is a corporation, Dealer agrees
         to notify MBUSA in writing of any change in the identity of its
         officers or directors.


                                     -(ii)-

<PAGE>

E.       DEALER MANAGEMENT

         MBUSA and Dealer agree that qualified dealership management is critical
         to the successful operation of the Dealer. Dealer agrees, and MBUSA
         enters into this Agreement on the condition, that at least one Owner,
         the Dealer Operator, shall have full managerial authority for
         Dealership Operations, shall continually provide his or her personal
         services in operating the Dealership, and shall be physically present
         at the Dealership Facilities on a full-time basis. Dealer further
         agrees that the Dealer Operator hereunder shall be the same person as
         the "Dealer Operator" under the Mercedes-Benz Passenger Car Dealer
         Agreement and the Mercedes-Benz Light Truck Dealer Agreement. If the
         Dealer Operator has or in the future acquires an ownership interest in
         another Maybach Passenger Car dealer where he or she desires to serve
         temporarily as the Dealer Operator, MBUSA shall give Dealer and the
         other dealer a reasonable period of time within which to designate a
         separate and distinct Dealer Operator satisfactory to MBUSA for each
         such dealer. Dealer agrees that there will be no change in the identity
         of the Dealer Operator without the prior written consent of MBUSA,
         which consent shall not be unreasonably withheld.

F.       DEALERSHIP FACILITIES

         Dealer agrees that the Dealership Facilities shall satisfy all
         applicable provisions of this Agreement, including the facility, space,
         appearance, layout, equipment and corporate identification requirements
         in the Dealer AOI Space Analysis Addendum and Dealership Facility
         Planning & Corporate Identification Manual. In addition, Dealer agrees
         to acquire and maintain the Maybach Environment as outlined in the
         Maybach Dealer Franchise Guide. Unless otherwise provided in the Dealer
         AOI Space Analysis Addendum, MBUSA hereby approves the location(s) of
         the Dealership Facilities identified in the Final Paragraph for the
         exclusive purpose of: (i) showroom and sales facility for Maybach
         Passenger Cars; (ii) service and parts facility for Maybach Passenger
         Cars; (iii) facilities for display and sale of pre-owned Maybach
         vehicles; and (iv) if applicable, other facilities for such other
         purpose(s) as may be identified in the Final Paragraph. Additional
         facilities will operate pursuant to the terms of the Maybach Passenger
         Car Dealer Agreement herein and the following Dealer Agreement Addenda
         if applicable: Service Center Addendum, Pre-Owned & Service Center
         Addendum, and Service Annex Addendum. Dealer shall not move, relocate
         or change the designated usage or function of the Approved Location(s)
         or any of the Dealership Facilities without the prior written consent
         of MBUSA. At all times, Dealer shall conduct Dealership Operations
         hereunder in conjunction with, and at the "Approved Location(s)" and
         "Dealership Facilities" for, its "Dealership Operations" under the
         Mercedes-Benz Passenger Car and Light Truck Dealer Agreement, Dealer
         shall not add sales, service or parts operations for any other line of
         vehicles to the Dealership Facilities or at the Approved Location(s)
         without the prior written consent of MBUSA.


                                     -(iii)-

<PAGE>

G.       MODIFICATION OF AGREEMENT

         No waiver, modification or change of any of the terms of this Agreement
         or change or erasure of any printed part of this Agreement or addition
         to it (except filling of blank spaces and lines) will be valid or
         binding on MBUSA unless approved in writing by the President or a Vice
         President of MBUSA.

H.       EXECUTION OF AGREEMENT

         This Agreement shall not become effective until signed by a duly
         authorized officer of Dealer, if a corporation or limited liability
         company, or by one of the general partners of Dealer, if a partnership,
         or by the named individual if a sole proprietorship, and countersigned
         by the President or a Vice President of MBUSA.

I.       MUTUAL RELEASE

         Each party hereby releases the other from any and all claims and causes
         of action that it may have against the other for money damages arising
         from any event occurring up to and including the effective date of this
         Agreement, except for any accounts payable by one party to the other
         reflected on the MBUSA Consolidated Statement or adjustments to any
         prior payment, credit or other benefit arising from any audit or other
         examination conducted by MBUSA with respect thereto. This mutual
         release does not extend to claims that either party does not know or
         reasonably suspect to exist in its favor as of the effective date of
         this Agreement or that arise under Section XII of the Standard
         Provisions to this Agreement.

J.       CERTIFICATION

         By their signatures below, the parties certify that they have read and
         understand this Agreement, including all of the additional provisions
         incorporated herein, and agree to be bound by and comply with all of
         its terms and conditions.



                                     -(iv)-

<PAGE>

FINAL PARAGRAPH


Dealer is_______________________________________, a (an)________________________
incorporated or formed under the laws of the State of___________________________
doing business as_______________________________________________________________
("Dealer"). Dealer is located in ______________, _______________________________
                                      City                  State


The Owners of Dealer (including all shareholders, general and limited partners,
and other owners) are as follows:
                                                         PERCENTAGE
NAME                        RESIDENCE                    INTEREST
--------------------        ---------------------        ----------


The Dealer Operator of Dealer is as follows:


NAME                        RESIDENCE
--------------------        ---------------------



Showroom and Sales Facility for Maybach Passenger Cars located at:


Service and Parts Facility for Maybach Passenger Cars located at:


Facilities for the display and sale of pre-owned Maybach Vehicles located at:



                IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the _____day of ___________, ____ at Montvale, New
Jersey. This Agreement shall have a term commencing on its effective date and
continuing until _____________, _______.



DEALER:                                 MERCEDES-BENZ USA, LLC


By________________________________      By _____________________________________
             Signature                                  Vice President


__________________________________      Attested by: ___________________________
       Type Name and Title



Attested by:_____________________





                                     -(v)-

<PAGE>

                             MERCEDES-BENZ USA, LLC

                     MAYBACH PASSENGER CAR DEALER AGREEMENT
                               STANDARD PROVISIONS


I.       ACQUISITION, DELIVERY AND INVENTORY OF MAYBACH PASSENGER
         CAR PRODUCTS

         A.       PRICES AND TERMS OF SALE

                  MBUSA shall offer to sell to Dealer and Dealer shall have the
                  right to purchase from MBUSA Maybach Passenger Car Products in
                  accordance with the provisions of this Agreement and the
                  prices and other terms of sale that MBUSA shall establish and
                  revise from time to time. Such revised prices or terms shall
                  apply to any Maybach Product not invoiced to Dealer by MBUSA
                  at the time the notice of such change is given to Dealer (in
                  the case of Maybach Passenger Cars), or upon issuance of a new
                  or modified parts price list or through change notices,
                  letters, bulletins or revision sheets (in the case of Genuine
                  Maybach Parts and Accessories), or at such other times as may
                  be designated in writing by MBUSA.

         B.       AVAILABILITY AND ALLOCATION OF PRODUCTS

                  MBUSA will allocate Maybach Passenger Car Products among its
                  passenger car dealers in a fair and equitable manner. MBUSA
                  will, upon Dealer's request, explain the considerations and
                  method used to allocate Maybach Passenger Car Products to
                  Dealer.

         C.       DELIVERY OF PRODUCTS

                  MBUSA will ship Maybach Passenger Car Products to Dealer by
                  whatever mode of transportation, by whatever route, and from
                  whatever point MBUSA may select. Dealer shall pay MBUSA such
                  charges as MBUSA in its sole discretion establishes for such
                  transportation services.

         D.       PASSAGE OF TITLE

                  Title to each Maybach Passenger Car Product shall pass from
                  MBUSA to Dealer, or to the financial institution designated by
                  Dealer, upon MBUSA's receipt of payment for said Product and
                  upon delivery of said Product to Dealer or to a carrier for
                  transportation to Dealer.



                                      -1-
<PAGE>

         E.       RISK OF DAMAGE OR LOSS

                  Dealer shall bear the risk of damage to or loss of Maybach
                  Passenger Car Products during transportation from the point of
                  shipment; however, MBUSA will, if requested by Dealer in such
                  manner and within such time as MBUSA may specify, prosecute
                  claims for damage to or loss of Maybach Passenger Cars during
                  said transportation against the responsible carrier for and on
                  behalf of Dealer. To the extent required by law, Dealer shall
                  notify the purchaser of a vehicle of any damage sustained by
                  such vehicle prior to sale.

         F.       DELAY OR FAILURE OF DELIVERY

                  MBUSA shall not be liable for delay or failure to deliver
                  Maybach Passenger Car Products that it has previously agreed
                  to deliver, where such delay or failure to deliver is the
                  result of any event beyond the control of MBUSA, including but
                  not limited to any law or regulation of any governmental
                  entity, acts of God, foreign or civil wars, riots,
                  interruptions of navigation, shipwrecks, fires, floods,
                  storms, strikes, lockouts, or other labor troubles, embargoes,
                  blockades, or delay or failure of DCAG to deliver Maybach
                  Passenger Car Products.

         G.       DIVERSION AND STORAGE CHARGES

                  Dealer shall be responsible for and shall pay all charges for
                  demurrage, storage and other expense accruing after shipment
                  to Dealer or to a carrier for transportation to Dealer. If
                  diversions of shipments are made upon Dealer's request or are
                  made by MBUSA as a result of Dealer's failure or refusal to
                  accept shipments made pursuant to Dealer's orders, Dealer
                  shall pay all additional charges and expenses incident to such
                  diversions.

         H.       SECURITY INTEREST

                  1.       GRANT OF SECURITY INTEREST

                           As security for the full payment of all sums from
                           time to time owed by Dealer to MBUSA under this
                           Agreement, whether such sums are now or hereafter
                           become due and owing, Dealer hereby grants to MBUSA a
                           security interest in the following items for which
                           MBUSA has not received payment (collectively referred
                           to as "Collateral"):

                           (i)      All Genuine Maybach Passenger Car Products
                                    and other related items delivered by MBUSA
                                    to Dealer hereunder on account (all such
                                    inventory hereinafter referred to
                                    collectively as "Inventory" and individually
                                    as "Item of Inventory"); and



                                      -2-
<PAGE>

                           (ii)     All proceeds from any of the foregoing,
                                    including without limitation, insurance
                                    payable by reason of the loss, damage or
                                    destruction of any Item of Inventory; and
                                    all accounts and chattel paper of Dealer
                                    arising from its sale, lease or other
                                    disposition of Inventory now existing or
                                    hereafter arising, and all liens.
                                    securities, guarantees, remedies and
                                    privileges pertaining thereto, together with
                                    all rights and liens of Dealer relating
                                    thereto.

                  2.       DEFAULT IN PAYMENT

                           Dealer shall be in default of this Section I.H if:
                           (i) Dealer shall fail to pay any amounts secured
                           hereby when due or fail to perform any obligations
                           under this Section I in a timely manner; (ii) Dealer
                           shall fail to pay any amounts secured pursuant to
                           Section I of the Mercedes-Benz Passenger Car and
                           Light Truck Dealer Agreements when due or fail to
                           perform any obligations under that Section I in a
                           timely manner; (iii) there shall occur any material
                           adverse change in the financial condition of Dealer;
                           or (iv) Dealer shall dissolve or become insolvent or
                           bankrupt; and, in any such case, MBUSA may declare
                           all sums secured by this Section I.H immediately due
                           and payable and MBUSA shall have all the rights and
                           remedies afforded to a secured party after default
                           under the Uniform Commercial Code or other applicable
                           law in effect on the date of this Agreement.

                  3.       ASSEMBLY OF COLLATERAL, PAYMENT OF COSTS AND NOTICES

                           Dealer shall, if requested by MBUSA upon the
                           occurrence of any default under Section I.H.2,
                           assemble the Collateral and make it available to
                           MBUSA at a place or places designated by MBUSA.
                           Dealer also shall pay all costs of MBUSA, including
                           without limitation, attorneys fees incurred with
                           respect to the enforcement of any of MBUSA's rights
                           under this Section I.H.

                  4.       RECORDING AND FURTHER ASSURANCES

                           Dealer shall provide any assistance necessary in the
                           preparation of financing statements and such other
                           instruments or documents and take any other action as
                           MBUSA may request in order to create or maintain the
                           security interest intended to be created by this
                           Section I.H, or to enable MBUSA to exercise and
                           enforce its rights hereunder. A carbon, photographic
                           or other reproduction of this Agreement shall be
                           sufficient as a financing statement and may be filed
                           in lieu of a financing statement in any and all
                           jurisdictions which accept such reproductions.

                                      -3-
<PAGE>

                  5.       RECORDS AND SCHEDULES OF INVENTORY

                           Dealer shall keep accurate records itemizing and
                           describing the kind, type and quantity of Inventory
                           and shall furnish to MBUSA within five (5) days of
                           receipt of MBUSA's request therefor, a current
                           schedule of inventory in form and substance
                           satisfactory to MBUSA ("Schedule of Inventory"),
                           which shall be true and accurate in all respects. A
                           physical inventory shall be conducted no less than
                           annually in connection with preparation of year-end
                           financial statements of Dealer and, at MBUSA's
                           request, a report of such inventory shall be promptly
                           provided to MBUSA.

         I.       CHANGES OF DESIGN, SPECIFICATIONS OR OPTIONS

                  MBUSA may change the design or specifications of any Maybach
                  Passenger Car Product or the options in any Maybach Passenger
                  Car Product and shall be under no obligation to provide notice
                  of same or to make any similar change to Maybach Passenger Car
                  Products previously purchased by or shipped to Dealer. No
                  change shall be considered a model year change unless so
                  specified by MBUSA.

         J.       DISCONTINUANCE OF MANUFACTURE OR IMPORTATION

                  DCAG and/or MBUSA may discontinue the manufacture, importation
                  or distribution of all or part of any Maybach Passenger Car
                  Product, whether passenger car parts, options or accessories,
                  including any model, series or body style of any Maybach
                  Passenger Car at any time without any obligation or liability
                  to Dealer by reason thereof.

         K.       MINIMUM VEHICLE INVENTORIES

                  Dealer agrees that it shall, at all times, maintain in
                  showroom ready condition at least the minimum inventory of
                  Maybach Passenger Cars that may be established by MBUSA from
                  time to time.

         L.       PRODUCT MODIFICATIONS

                  Dealer agrees that it will not install aftermarket accessories
                  or make any modifications to Maybach Passenger Cars that may
                  impair or adversely affect their safety, emissions, structural
                  integrity or performance.



                                      -4-
<PAGE>

II.      DEALER'S MARKETING AND SALES OF MAYBACH PASSENGER CAR PRODUCTS

         A.       DEALER'S GENERAL RESPONSIBILITIES

                  Dealer recognizes that customer satisfaction and the
                  successful promotion and sale of Maybach Passenger Car
                  Products are significantly dependent on Dealer's advertising
                  and sales promotion activities. Therefore, Dealer at all times
                  shall:

                  1.       Actively and effectively promote and sell new Maybach
                           Passenger Car Products to customers located within
                           its Area of Influence;

                  2.       Advertise and merchandise Maybach Passenger Car
                           Products, and use current Maybach showroom displays,
                           sales materials and other promotional media;

                  3.       Organize a complete sales organization of the highest
                           quality, ensure that its sale personnel meet the
                           educational and management standards established by
                           MBUSA, and, at Dealer's expense, have such personnel
                           as are appropriate attend all training courses
                           prescribed by MBUSA;

                  4.       Comply with the Communications Guidelines and Graphic
                           Standards, maintain a high standard of ethics in
                           advertising, promoting and selling Maybach Passenger
                           Car Products, and avoid engaging in any
                           misrepresentation or unfair or deceptive practices.
                           Dealer shall discontinue any advertising that MBUSA
                           considers injurious to MBUSA's business or reputation
                           or to the Maybach Marks, or that are likely to be
                           violative of applicable laws or regulations; and

                  5.       Accurately represent to customers the total selling
                           price of Maybach Passenger Car Products. Dealer
                           agrees to explain to customers of Maybach Passenger
                           Car Products the items that make up the total selling
                           price and to give the customers itemized invoices and
                           all other information required by law. Dealer
                           understands and hereby acknowledges that it may sell
                           Maybach Passenger Car Products at whatever price
                           Dealer desires.

         B.       EXPORT POLICY

                  Dealer is authorized to sell Maybach Passenger Cars only to
                  customers residing in the United States of America and its
                  territories (Guam, Puerto Rico, and Virgin Islands). Dealer
                  agrees that it will not sell Maybach Passenger Cars for resale
                  or use outside the United States of America or its
                  territories. Dealer agrees to be bound by and comply with any
                  export policy established by MBUSA.




                                      -5-
<PAGE>

         C.       DEALER ASSOCIATION

                  MBUSA considers participation by Maybach Passenger Car dealers
                  in Dealer Advertising Associations to be a fundamental part of
                  an overall marketing strategy for their businesses and Maybach
                  Passenger Car Products. MBUSA urges Dealer to cooperate in the
                  establishment of such an association and to fund its fair
                  share of advertising and merchandising programs undertaken by
                  the association.

         D.       PRE-OWNED VEHICLES

                  Dealer agrees to display and sell pre-owned Maybach vehicles
                  at the Approved Location(s). Dealer shall participate in
                  programs as specified by MBUSA for the sale of such vehicles,
                  and shall maintain the minimum reasonable inventory
                  established by MBUSA from time to time for such operations.
                  Dealer shall conduct its pre-owned Maybach vehicle operations
                  in conformance with all standards set forth in this Agreement.

         E.       AREA OF INFLUENCE

                  MBUSA will assign to Dealer a geographic area consisting of a
                  collection of zip codes or census tracts that is called an
                  Area of Influence ("AOI"). MBUSA may alter or adjust Dealer's
                  AOI at any time. The AOI is a tool used by MBUSA to evaluate
                  Dealer's performance of its primary obligations hereunder.
                  Dealer agrees that it has no right or interest in any AOI and
                  that MBUSA may add new dealers to or relocate dealers into
                  Dealer's AOI. Any such addition or relocation of a dealer will
                  result in an alteration or adjustment of Dealer's AOI.

         F.       EVALUATION OF DEALER'S MARKETING AND SALES PERFORMANCE

                  MBUSA will periodically evaluate Dealer's sales and marketing
                  performance under this Agreement. Dealer's evaluation will be
                  based on such reasonable criteria as MBUSA may establish,
                  including without limitation: (i) Dealer's reasonable sales
                  objectives that may be established by MBUSA; (ii) Dealer's
                  sales of Maybach Passenger Cars as a percentage of
                  registrations of Maybach Passenger Cars or Competitive
                  Vehicles in Dealer's AOI; (iii) the registrations of Maybach
                  Passenger Cars as a percentage of registrations of Competitive
                  Vehicles in Dealer's AOI; (iv) Dealer's sales or registrations
                  of Maybach Passenger Cars as compared to sales or
                  registrations of Maybach Passenger Cars by authorized Maybach
                  Passenger Car dealers in other areas, including but not
                  limited to the metropolitan area, market and/or region in
                  which Dealer is located; and (v) Dealer's performance in
                  building and maintaining consumer satisfaction with Dealer and
                  Maybach Passenger Car Products. MBUSA will review such
                  evaluations with Dealer, and Dealer shall take prompt
                  corrective action, if required, to improve its performance.



                                      -6-
<PAGE>

III.     DEALER'S SERVICE OBLIGATIONS

         A.       CUSTOMER SERVICE STANDARDS

                  Dealer and MBUSA agree that customer satisfaction and the
                  future growth of their respective businesses is substantially
                  dependent upon the ability of owners of Maybach Passenger Cars
                  to obtain high-quality servicing from Dealer. Therefore,
                  Dealer agrees to:

                  1.       Provide prompt, efficient and courteous service of
                           the highest quality for all Maybach Passenger Cars,
                           regardless of where purchased and whether or not
                           under warranty;

                  2.       Accurately diagnose and advise customers of the
                           necessary repairs, and obtain their consent prior to
                           the initiation of such repairs;

                  3.       Professionally perform the necessary repairs; and

                  4.       Treat customers fairly at all times.

         B.       DEALER'S SPECIFIC SERVICE OBLIGATIONS

                  1.       PRE-DELIVERY INSPECTIONS AND SERVICE

                           Dealer shall perform pre-delivery inspections and
                           service on each Maybach Passenger Car prior to sale
                           and delivery thereof by Dealer in accordance with the
                           Warranty Manual.

                  2.       WARRANTY REPAIRS AND POLICY SERVICE

                           Dealer shall promptly, courteously and efficiently
                           perform (i) warranty repairs on each Maybach
                           Passenger Car Product that qualifies for such repairs
                           under the provisions of any warranty furnished
                           therewith by MBUSA or DCAG, and (ii) such other
                           inspections, repairs or corrections on Maybach
                           Passenger Car Products as may be approved or
                           authorized by MBUSA to be made at MBUSA's expense
                           (hereinafter "policy service"). Dealer shall perform
                           such repairs and service on each such Maybach
                           Passenger Car Product as and when requested by the
                           owner or user (or in the case of policy service when
                           requested by MBUSA), without regard to where such
                           Maybach Passenger Car Product was purchased and in
                           accordance with the Warranty Manual. MBUSA agrees to
                           compensate Dealer for all warranty repairs and policy
                           service, including labor, diagnosis and Genuine
                           Maybach Passenger Car Parts and Accessories, in
                           accordance with procedures and at rates to be
                           established from time to time by MBUSA. Unless
                           otherwise approved in advance by MBUSA,




                                      -7-
<PAGE>

                           Dealer shall use only Genuine Maybach Passenger Car
                           Parts and Accessories when performing Maybach
                           warranty repairs and policy service. Warranty repairs
                           and policy service are provided for the benefit of
                           customers, and Dealer agrees that the customer shall
                           not be obligated to pay any charges for such work or
                           any other services for which Dealer is reimbursed by
                           MBUSA, except as required by law.

                  3.       SERVICE CAMPAIGN INSPECTIONS AND CORRECTIONS

                           Dealer agrees to perform service campaign inspections
                           and/or corrections for owners or users of all Maybach
                           Passenger Car Products that qualify for such
                           inspections and/or corrections in accordance with
                           MBUSA's directives and the applicable procedures in
                           the Warranty Manual. MBUSA agrees to reimburse Dealer
                           for all replacement parts and/or other materials
                           required and used in connection with such work and
                           for labor according to such directives and the
                           applicable provisions of the Warranty Manual.

                  4.       ROADSIDE ASSISTANCE PROGRAM

                           Dealer agrees to participate in the Mercedes-Benz
                           Roadside Assistance Program as specified by MBUSA.

         C.       USE OF PARTS AND ACCESSORIES IN NON-WARRANTY SERVICE

                  Subject to the provisions of Sections I.L and III.B.2, Dealer
                  has the right to sell, install or use for making non-warranty
                  repairs products that are not Genuine Maybach Passenger Car
                  Parts and Accessories.

                  1.       QUALITY STANDARDS

                           Dealer acknowledges, however, that its customers
                           expect that any parts or accessories that Dealer
                           sells, installs or uses in the sale, repair or
                           servicing of Maybach Passenger Cars are, or meet the
                           high quality standards of, Genuine Maybach Passenger
                           Car Parts and Accessories. Dealer agrees that in
                           sales, repairs or servicing where Dealer does not use
                           Genuine Maybach Passenger Car Parts and Accessories,
                           Dealer will utilize only such other parts or
                           accessories as:

                           1.       Will not adversely affect the mechanical
                                    operation of the Maybach Passenger Car being
                                    sold, repaired or serviced; and

                           2.       Are equivalent in quality and design to
                                    Genuine Maybach Passenger Car Parts and
                                    Accessories.



                                      -8-

<PAGE>
                           Dealer further agrees that it will not offer to sell
                           any parts or accessories that for reasons of quality
                           or image are reasonably objected to by MBUSA.

                  2.       DEALER'S DISCLOSURES AS TO USE OF AND WARRANTIES FOR
                           NON-GENUINE PARTS AND ACCESSORIES

                           In order to avoid confusion and to minimize potential
                           customer dissatisfaction, in any non-warranty
                           instance where Dealer sells, installs or uses
                           non-Genuine Maybach Passenger Car Parts or
                           Accessories, Dealer shall disclose such fact to the
                           customer and shall advise the customer that the item
                           is not included in warranties furnished by MBUSA or
                           DCAG. Such disclosure shall be written, conspicuous
                           and stated on the customer's copy of the service or
                           repair order or sale document. In addition, Dealer
                           will clearly explain to the customer the extent of
                           any warranty covering the parts or accessories
                           involved and will deliver a copy of the warranty to
                           the customer.

         D.       COMPLIANCE WITH SAFETY AND EMISSION CONTROL REQUIREMENTS

                  Dealer agrees to comply and operate consistently with all
                  applicable provisions of the National Traffic and Motor
                  Vehicle Safety Act of 1966, and the Federal Clean Air Act, as
                  amended, including applicable rules and regulations issued
                  from time to time thereunder, and all other applicable
                  federal, state, and local motor vehicle safety and emission
                  control statutes, rules, and regulations.

                  In the event that the laws of the state in which Dealer is
                  located require motor vehicle dealers or distributors to
                  install in new or used motor vehicles, prior to their sale,
                  any safety devices or other equipment not installed or
                  supplied as standard equipment by DCAG, then Dealer, prior to
                  the sale of any Maybach Passenger Car on which such
                  installations are required, shall properly install such
                  devices or equipment on such Maybach Passenger Cars. Dealer
                  shall comply with state and local laws pertaining to the
                  installation and reporting of such equipment.

                  In the interest of motor vehicle safety and emission control,
                  MBUSA and Dealer agree to provide to each other 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 their rules and regulations, and all other
                  applicable federal, state and local motor vehicle safety and
                  emission control statutes, rules and regulations.

                  Dealer further agrees that should MBUSA place any new Maybach
                  Passenger Cars in Dealer's stock on retail hold pending the
                  resolution of any federal or state regulatory compliance
                  issue, MBUSA may, but shall not be required to, elect to
                  repurchase said retail held Maybach Passenger Cars. Should
                  MBUSA so elect,



                                      -9-
<PAGE>

                  Dealer agrees that it shall immediately sell the Maybach
                  Passenger Cars back to MBUSA and withhold from retail sale all
                  such Maybach Passenger Cars still in its inventory at the time
                  of said election as MBUSA may reasonably determine. In the
                  event of such a repurchase, the price to be paid by MBUSA to
                  Dealer shall be only the price paid by the Dealer to MBUSA for
                  said Maybach Passenger Car. MBUSA shall not be obligated to
                  reimburse any other costs to Dealer with respect to Dealer's
                  purchase or MBUSA's repurchase of the Maybach Passenger Cars.
                  MBUSA shall make payment to the Dealer immediately upon
                  transfer of title to the Maybach Passenger Car to MBUSA.
                  During the period from MBUSA's repurchase of Maybach Passenger
                  Cars until the Maybach Passenger Cars resale to Dealer, the
                  subject Maybach Passenger Cars shall remain in the possession,
                  custody and control of Dealer as bailee of MBUSA. Upon the
                  occurrence of the resolution of the event requiring the
                  issuance of the retail hold and Maybach Passenger Car
                  repurchase via the issuance of appropriate repair instructions
                  to the Dealer, MBUSA shall resell those Maybach Passenger Cars
                  to Dealer and Dealer hereby agrees to accept those Maybach
                  Passenger Cars and further agree that it will only retail sell
                  the Maybach Passenger Cars upon completion of the work by
                  dealer required to bring the Maybach Passenger Car into
                  regulatory compliance."

         E.       COMPLIANCE WITH CONSUMER PROTECTION STATUTES, RULES AND
                  REGULATIONS

                  Dealer agrees to comply and operate consistently with all
                  applicable provisions of consumer protection statutes, rules
                  and regulations (hereinafter "consumer protection laws").
                  Because certain customer complaints may impose liability upon
                  MBUSA under consumer protection laws, Dealer agrees to provide
                  prompt notice to MBUSA of such complaints and take such other
                  steps as MBUSA may require. Dealer also agrees to provide
                  applicable required customer notifications and disclosures as
                  prescribed by consumer protection laws. Dealer will do nothing
                  to affect adversely MBUSA's rights under consumer protection
                  laws.

IV.      DEALER'S SERVICE AND PARTS ORGANIZATION

         A.       ORGANIZATION AND STANDARDS

                  Dealer agrees to organize and maintain a complete service and
                  parts organization of the highest quality, including
                  diagnostic specialists, technicians and a sufficient
                  complement of qualified service and parts personnel as
                  recommended by MBUSA. Dealer's personnel will meet the
                  educational, management and technical training standards
                  reasonably established by MBUSA and, at Dealer's expense, will
                  complete all service, parts and customer satisfaction
                  training courses prescribed by MBUSA.


                                      -10-
<PAGE>

         B.       SERVICE EQUIPMENT AND SPECIAL TOOLS

                  Anything herein to the contrary notwithstanding, if MBUSA
                  determines that Dealer requires Special Tools and Service
                  Equipment to service a model of Maybach Passenger Cars, dealer
                  acknowledges that it has no right to purchase such model from
                  MBUSA unless and until it has acquired all such Special Tools
                  and Service Equipment and completed all related training
                  courses prescribed by MBUSA.

                  1.       SPECIAL TOOLS

                           Dealer agrees to purchase from MBUSA all Special
                           Tools of Category A and B ("Category A and B Tools")
                           as may be reasonably required by MBUSA and which are
                           the minimum required for the service, maintenance,
                           and repair of Maybach Passenger Cars regardless of
                           size. Delivery of Category A and B Tools by MBUSA to
                           Dealer will be automatic and via a timetable
                           determined appropriate by MBUSA in its reasonable
                           discretion. Dealer may also acquire, at their own
                           discretion, Special Tools of Category C for larger
                           scale repairs.

                           Dealer agrees to maintain all Special Tools in
                           operational condition and in calibration as
                           designated by MBUSA. Dealer will manage the inventory
                           of Special Tools using a storage and inventory
                           management system specified by MBUSA. Dealer agrees
                           that such inventory will be subject to periodic
                           inspection by MBUSA.

                           In the event a dealer utilizes its own body shop,
                           dealer agrees to acquire Special Tools of Category K
                           for use in the repair of Maybach Passenger Cars as
                           specified by the repair procedure. Dealers that
                           sublet body shop repairs shall use its best efforts
                           to monitor, advise, and assure these locations are
                           equipped with the necessary tools, repair
                           instructions, and training support to perform the
                           repairs.

                  2.       SERVICE EQUIPMENT

                           Dealer agrees to acquire approved Service Equipment
                           designated as Basic Equipment ("BE") pursuant to the
                           MBUSA Standard Service Equipment Program. Dealer
                           agrees to maintain this equipment in operational
                           condition and in calibration as designated by MBUSA.

         C.       PARTS STOCKING AND SERVICE LEVELS

                  Dealer agrees to maintain its parts stock at minimum stocking
                  and service levels reasonably established by MBUSA.



                                      -11-
<PAGE>

         D.       AFTER-HOURS DELIVERY

                  Dealer agrees to provide MBUSA, upon request, access to a
                  secure area for after-hours parts or passenger car delivery.

         E.       ASSISTANCE PROVIDED BY MBUSA

                  1.       SERVICE MANUALS AND MATERIALS

                           MBUSA agrees to make available to Dealer copies of
                           such service manuals and bulletins, publications,
                           computer software and technical data as MBUSA shall
                           deem to be necessary for the needs of Dealer's
                           service and parts organization. Dealer shall be
                           responsible for keeping such manuals and materials
                           current and available for consultation by its
                           employees.

                  2.       FIELD PERSONNEL ASSISTANCE

                           To assist Dealer in handling its responsibilities
                           under this Agreement, MBUSA agrees to make available
                           qualified field personnel who will, from time to
                           time, advise and counsel Dealer on service-related
                           subjects, including service policies, product and
                           technical adjustments, repair and replacement of
                           product components, customer relations, warranty
                           administration, service and parts merchandising, and
                           personnel/management training.

         F.       EVALUATION OF DEALER'S SERVICE AND PARTS PERFORMANCE

                  MBUSA will periodically evaluate Dealer's: (i) service
                  performance in areas such as dealer's service of Maybach
                  Passenger Cars as a percentage of registrations of Maybach
                  Passenger Cars in Dealer's AOI, customer satisfaction,
                  warranty administration, service repairs, service management,
                  facilities, operating procedures and new vehicle pre-delivery
                  service; and (ii) parts purchases, sales, operations,
                  facilities, tools and equipment. MBUSA will review such
                  evaluations with Dealer, and Dealer shall take prompt action
                  to improve the service and parts performance to satisfactory
                  levels as MBUSA may require. Such action shall, if requested
                  by MBUSA, include an action plan by Dealer for improvement of
                  service and parts performance within a specific time period
                  approved by MBUSA, including but not limited to the
                  establishment of additional space, facilities or locations for
                  such operations.

         G.       ADDITIONAL FACILITIES OR LOCATIONS

                  If, with MBUSA's prior written consent, Dealer establishes
                  additional facilities or locations for its service and parts
                  operations, Dealer shall meet the facilities,


                                      -12-
<PAGE>

                  identification, organizational, equipment, parts stocking and
                  other standards reasonably established by MBUSA from time to
                  time for such facilities or locations.

V.       CUSTOMER SATISFACTION RESPONSIBILITIES

         The Maybach Mark is the symbol of automotive excellence. In furtherance
         of that image and reputation, MBUSA and Dealer agree to conduct their
         respective businesses in a manner that achieves the highest levels of
         customer satisfaction by marketing the finest products and providing
         the best service in the automotive industry.

         A.       DEALER'S CUSTOMER SATISFACTION OBLIGATIONS

                  Dealer will be responsible for satisfying Maybach customers in
                  all matters except those that are directly related to product
                  design and manufacturing. Dealer will take all reasonable
                  steps to ensure that each customer is completely satisfied
                  with Maybach Passenger Car Products and the services and
                  practices of Dealer. Dealer will not engage in any practice or
                  method of operation if its nature or quality may impair the
                  reputation of MBUSA or Maybach Passenger Car Products.

                  1.       DEALER'S CUSTOMER SATISFACTION PLAN

                           Upon MBUSA's request, Dealer shall provide a detailed
                           plan of Dealer's customer satisfaction program to
                           MBUSA and shall implement such program on a
                           continuous basis. This plan shall include an ongoing
                           system for emphasizing customer satisfaction to all
                           Dealer's employees, for training Dealer employees and
                           for conveying to customers that Dealer is committed
                           to the highest possible level of customer
                           satisfaction.

                   2.       EMPLOYEE TRAINING

                            Dealer agrees to participate and to have its
                            employees participate, at Dealer's expense, in
                            Maybach customer satisfaction training as required
                            by MBUSA.

                   3.       CUSTOMER ASSISTANCE RESPONSE SYSTEM

                            Dealer agrees to implement a system, approved by
                            MBUSA, that will respond immediately to requests for
                            customer assistance from MBUSA.

         B.       EVALUATION OF DEALER'S CUSTOMER SATISFACTION PERFORMANCE

                  MBUSA periodically will evaluate Dealer's customer
                  satisfaction performance based on the following considerations
                  and efforts by Dealer.


                                      -13-
<PAGE>

                  1.       MBUSA will provide Dealer with Customer Relationship
                           Index ("CRI") reports or such other equivalent data
                           as will permit Dealer to assess its performance and
                           maintain the highest level of customer satisfaction.
                           Dealer agrees to review with its employees on a
                           regular basis the results of the customer
                           satisfaction reports or other data it receives.

                  2.       Dealer shall continuously develop and implement
                           specific action plans to improve its customer
                           satisfaction performance and results. The plans are
                           to be reviewed with MBUSA on a basis that MBUSA deems
                           appropriate. Dealer will respond on a timely basis to
                           requests from MBUSA to take action on unsatisfactory
                           customer satisfaction matters and to commit necessary
                           resources to remedy deficiencies reasonably specified
                           by MBUSA.

VI.      DEALERSHIP FACILITIES AND IDENTIFICATION

         A.       LOCATION AND FACILITIES

                  Dealer shall provide Dealership Facilities at the Approved
                  Location(s) that (i) will enable Dealer to effectively perform
                  its responsibilities under this Agreement, (ii) are
                  satisfactory in space, appearance, layout, equipment and
                  corporate identification, and (iii) are otherwise
                  substantially in accordance with the Dealer AOI Space Analysis
                  Addendum, Dealership Facility Planning & Corporate
                  Identification Manual, and such other standards as MBUSA may
                  establish from time to time. In addition, Dealer agrees to
                  acquire and maintain the Maybach Environment as outlined in
                  the Maybach Dealer Franchise Guide. Dealer shall conduct its
                  Dealership Operations only from the Approved Location(s). If
                  the Approved Location(s) is comprised of more than one place
                  of business, Dealer shall use each such place of business only
                  for the purposes specified therefor in Paragraph F and the
                  Final Paragraph of this Agreement, and, if applicable, in the
                  Dealer AOI Space Analysis Addendum.

         B.       CHANGES AND ADDITIONS

                  Dealer shall not move, relocate or change the designated usage
                  or function of the Approved Location(s) or any of the
                  Dealership Facilities, or substantially modify any of the
                  Dealership Facilities, nor shall Dealer or any person named in
                  the Final Paragraph of this Agreement directly or indirectly
                  establish or operate any other locations or facilities for the
                  sale or servicing of Maybach Passenger Car Products or for the
                  conduct of any other of the Dealership Operations contemplated
                  by this Agreement, without the prior written consent of
                  MBUSA. Any changes in the Approved Location(s) or the
                  Dealership Facilities that may be agreed to by MBUSA and
                  Dealer may be reflected in a new Agreement or in a new Dealer
                  AOI Space Analysis Addendum.


                                      -14-
<PAGE>

         Dealer agrees that it shall conduct Dealership Operations only from
         location(s) and dealership facilities that are "Approved Location(s)"
         and "Dealership Facilities" under the Mercedes-Benz Passenger Car
         Dealer Agreement and Mercedes-Benz Light Truck Dealer Agreement.

         Dealer acknowledges that the addition of sales, service or parts
         operations for another line of vehicles to the Dealership Facilities or
         at the Approved Location(s) could adversely affect Dealer's sales,
         service and parts performance with respect to Maybach Passenger Car
         Products. Accordingly, to give MBUSA an adequate opportunity to
         evaluate the effect of such a proposed addition and to determine
         whether or not to consent thereto, Dealer agrees to notify MBUSA in
         writing at least sixty (60) days before Dealer enters into any
         agreement or letter of intent with respect to the addition of such
         sales, service or parts operations to the Dealership Facilities or at
         the Approved Location(s).

C.       DEALER'S OPERATING HOURS

         Dealer agrees to conduct Dealership Operations during all days and
         hours that are customary and lawful for such operations in the
         community or locality in which Dealer is located and in accordance with
         industry standards. In addition, when necessary to accommodate customer
         needs, Dealer shall extend its operating hours.

D.       CORPORATE IDENTITY

         Subject to applicable governmental statutes, ordinances and
         regulations, Dealer agrees to erect, display and maintain, at Approved
         Location(s) only and at Dealer's sole expense, such standard authorized
         product and service signs and other corporate identity elements as are
         specified in the Dealership Facility Planning & Corporate
         Identification Manual or otherwise required by MBUSA from time to time.

E.       EVALUATION OF DEALERSHIP FACILITIES

         MBUSA will periodically evaluate the Dealership Facilities. In making
         such evaluations, MBUSA may consider, among other things: the actual
         building and land provided by Dealer for the performance of its
         responsibilities under this Agreement; compliance with MBUSA's current
         requirements for Dealership Operations; the appearance, condition,
         layout and signage of the Dealership Facilities; and such other factors
         as in MBUSA's opinion may relate to Dealer's performance of its
         responsibilities under this Agreement. MBUSA will discuss such
         evaluations with Dealer, and Dealer shall take prompt action to comply
         with MBUSA's recommendations and minimum facility standards.



                                      -15-
<PAGE>

F.       OWNERSHIP AND USE OF MAYBACH MARKS

         1.       VALIDITY AND EXCLUSIVE OWNERSHIP OF MAYBACH MARKS

                  Dealer acknowledges the validity and DCAG's exclusive
                  ownership of the Maybach Marks, and agrees not to contest the
                  same during the term of the Agreement or at any time
                  thereafter. Dealer and MBUSA agree to cooperate with each
                  other in preventing any acts of trademark infringement or
                  unfair competition with respect to any Maybach Mark, but DCAG
                  or MBUSA shall have sole control over all actions and legal
                  proceedings to redress infringement of or any unfair
                  competition with respect to any Maybach Mark.

         2.       USE BY DEALER

                  MBUSA grants Dealer a non-exclusive license to use the Maybach
                  Marks subject to the terms and conditions of the Agreement and
                  the Dealership Facility Planning & Corporate Identification
                  Manual. Dealer agrees that it will use the Maybach Marks only
                  in connection with the sale and servicing of Maybach Passenger
                  Car Products and only in such manner, at such location, to
                  such extent, and for such purposes as MBUSA may specify from
                  time to time. Dealer shall promptly change or discontinue its
                  use of any Maybach Marks upon MBUSA's request. Dealer shall
                  not use the Maybach Marks as part of its corporate or business
                  name without MBUSA's prior written consent.

          3.       DISCONTINUANCE OF USE

                  Upon termination of this Agreement, Dealer agrees that it
                  shall immediately:

                  a.       Discontinue the use of the word Maybach and the
                           Maybach Marks, or any semblance of same, including
                           without limitation, the use of all stationery,
                           telephone directory listing and other printed
                           material referring in any way to Maybach or bearing
                           any Maybach Mark;

                  b.       Discontinue the use of the word Maybach or the
                           Maybach Marks, or any semblance of same, as part of
                           its business or corporate name, and file a change or
                           discontinuance of such name with appropriate
                           authorities;

                  c.       Remove all product signs bearing said word(s) or
                           Maybach Marks at Dealer's sole cost and expense;


                                      -16-
<PAGE>

                  d.       Cease representing itself as an authorized Maybach
                           Passenger Car dealer; and

                  e.       Refrain from any action, including without
                           limitation, any advertising, stating or implying that
                           it is authorized to sell or distribute Maybach
                           Passenger Car Products.

         4.       ENFORCEMENT

                  In the event Dealer fails to comply with the terms and
                  conditions of this Section VI.F, MBUSA shall have the right,
                  in its sole discretion, to effect compliance through
                  litigation and/or to enter upon Dealer's premises and remove,
                  without liability, all such product signs and identification
                  bearing the word Maybach or any Maybach Mark. Dealer agrees
                  that it shall reimburse MBUSA for any costs and expenses
                  incurred in such litigation and/or removal, including
                  reasonable attorney fees.

VII.     WARRANTIES

         The only warranties of MBUSA or DCAG applicable to Maybach Passenger
         Car Products shall be the New Vehicle Limited Warranty or such other
         written warranties that may be expressly furnished by MBUSA or DCAG.
         Except for its express limited liability under such written warranties,
         MBUSA and DCAG do not assume any additional warranty obligations or
         liabilities in connection with any Maybach Passenger Car Products.
         Dealer is not authorized to assume any additional obligations or
         liabilities on behalf of MBUSA or DCAG. Any such additional obligations
         assumed by Dealer shall be the sole responsibility of Dealer.

         Dealer shall expressly incorporate in full and without modification any
         warranty furnished by MBUSA or DCAG with a Maybach Passenger Car as a
         conspicuous part of each order form or other contract for the sale of
         such a Maybach Passenger Car by Dealer to any buyer. Dealer shall make
         available to the buyer of each Maybach Passenger Car Product prior to
         the purchase of such Maybach Passenger Car Product, copies of such
         applicable warranties as may be furnished by MBUSA or DCAG. Dealer
         shall also provide to the buyer of each Maybach Passenger Car Product,
         in full and without modification, any owner's manual, warranty booklet
         or other owner information which MBUSA or DCAG may provide to Dealer
         for delivery with such Maybach Product. Dealer agrees to abide by and
         implement in all other respects MBUSA's warranty procedures then in
         effect.

VIII.    CAPITAL, CREDIT, RECORDS AND UNIFORM SYSTEMS

         A.       NET WORKING CAPITAL

                  Dealer agrees to establish and maintain actual net working
                  capital in an amount not less than the minimum net working
                  capital specified by MBUSA. MBUSA



                                      -17-
<PAGE>

                  will have the right to modify the amount of net working
                  capital required, and Dealer agrees promptly to establish and
                  maintain the required amount.

         B.       FLOORING AND LINES OF CREDIT

                  Dealer agrees to obtain and maintain at all times a confirmed
                  and adequate flooring line with a bank or financial
                  institution or other method of financing acceptable to MBUSA
                  to enable Dealer to perform its obligations pursuant to this
                  Agreement.

                  MBUSA may increase the required amounts of flooring or lines
                  of credit, and Dealer agrees promptly to establish and
                  maintain the increased amount.

                  Subject to the foregoing obligations, Dealer is free to do its
                  financing business, wholesale, retail or both, with whomever
                  it chooses and to engage in retail financing activity to the
                  extent it desires.

         C.       PAYMENT TERMS

                  All monies or accounts due Dealer from MBUSA will be
                  considered net of Dealer's indebtedness to MBUSA. MBUSA may
                  deduct or offset any amounts due or to become due from Dealer
                  to MBUSA, or any amounts held by MBUSA, from or against any
                  sums or accounts due or to become due from MBUSA to Dealer;
                  provided, however, that MBUSA shall not deduct or offset such
                  amounts for any transaction where MBUSA has failed to provide
                  written notice to Dealer of the amounts due within six (6)
                  months of the transaction. Payments by Dealer to MBUSA shall
                  be made in such a manner as prescribed by MBUSA and shall be
                  applied against Dealer's indebtedness in accordance with
                  MBUSA's policies and practices. If Dealer disputes any
                  deduction or offset imposed by MBUSA pursuant to this Section
                  VIII.C, it shall provide written notice of such dispute to
                  MBUSA within ninety (90) days of the date on which MBUSA
                  imposed such deduction or offset. If Dealer fails to provide
                  such notice to MBUSA within that 90-day period, it shall be
                  deemed to have waived any right that it may have to challenge
                  such deduction or offset before any court, administrative
                  agency or governmental body.

         D.       UNIFORM ACCOUNTING SYSTEM

                  Dealer agrees to maintain its financial books and records in
                  accordance with the Mercedes-Benz Accounting Manual, as
                  amended from time to time by MBUSA. In addition, Dealer shall
                  furnish to MBUSA complete and accurate financial or operating
                  information, including without limitation, a financial and/or
                  operating statement covering the calendar month and calendar
                  year-to-date operations and showing the true and accurate
                  condition of Dealer's business. Dealer shall promptly furnish
                  to MBUSA copies of any adjusted annual statements, including
                  any and all adjusted, year-end statements prepared for tax
                  or any other purposes.




                                      -18-
<PAGE>

                  All such information shall be furnished by Dealer to MBUSA via
                  MBUSA's electronic communications network and in such a format
                  and at such times as prescribed by MBUSA. If requested by
                  MBUSA, Dealer shall furnish to MBUSA an audited annual
                  financial statement.

         E.       RECORDS MAINTENANCE

                  Dealer agrees to keep complete, accurate and current records
                  regarding its sale, leasing and servicing of Maybach Passenger
                  Car Products for a minimum of seven (7) years, exclusive of
                  any retention period required by any governmental entity.
                  Dealer shall prepare, keep current and retain records in
                  support of requests for reimbursement for warranty and policy
                  work performed by Dealer in accordance with the Warranty
                  Manual.

         F.       EXAMINATION OF DEALERSHIP ACCOUNTS AND RECORDS

                  MBUSA shall have the right at all reasonable times and during
                  regular business hours to inspect the Dealership Facilities
                  and to examine, audit and reproduce all records, accounts and
                  supporting data relating to all dealership operations for any
                  line of vehicles conducted in the Dealership Facilities or at
                  the Approved Location(s), including without limitation, sales
                  reporting, service and repair of Maybach Passenger Car
                  Products by Dealer.

         G.       TAXES

                  Dealer shall be responsible for and duly pay all sales taxes,
                  use taxes, excise taxes and other governmental or municipal
                  charges imposed, levied or based upon the purchase or sale of
                  Maybach Passenger Car Products by Dealer, and shall maintain
                  accurate records of the same.

         H.       CONFIDENTIALITY

                  MBUSA agrees that it shall not provide any data or documents
                  submitted to it by Dealer to any third party unless authorized
                  by Dealer, required by law, or required to generate composite
                  or comparative data for analytical purposes. Dealer agrees to
                  keep confidential and not to disclose, directly or indirectly,
                  any information that MBUSA designates as confidential.

         I.       MERCEDES-BENZ DEALER COMMUNICATIONS SYSTEM AND PROPRIETARY
                  MANUFACTURER SYSTEMS

                  MBUSA has established the Mercedes-Benz Dealer Communications
                  System ("DCS") to retrieve information from and disseminate
                  information to Dealer. The DCS (which is presently called
                  NetStar) collects parts, warranty and financial data from
                  Dealer, and provides access to various reports, data bases and
                  administrative messages to Dealer. Dealer shall utilize the
                  DCS to provide such information to


                                      -19-
<PAGE>

                  MBUSA as MBUSA shall specify from time to time. Dealer shall
                  acquire, install and maintain at its expense the necessary
                  equipment and systems compatible with the DCS, as well as
                  other proprietary manufacturer systems, which are deemed
                  necessary by MBUSA to transact business and serve customers in
                  the most efficient manner.

         J.       SALES REPORTING

                  Dealer agrees to accurately report to MBUSA, with such
                  relevant information as MBUSA may reasonably require, the
                  delivery of each Maybach Passenger Car and pre-owned Maybach
                  vehicle to an ultimate consumer by the end of the day in which
                  the vehicle is delivered to such ultimate consumer, and to
                  furnish MBUSA with such other reports as MBUSA may reasonably
                  require in accordance with MBUSA's Ultimate Consumer DDR
                  Reporting Provision or such other sales reporting requirements
                  (i.e. reporting of sales, customer traffic, and customer order
                  banks) as MBUSA may establish from time to time.

IX.      TRANSFERS

         A.       SALE OF ASSETS OR OWNERSHIP INTEREST

                  This is a personal service Agreement that MBUSA has entered
                  into in reliance upon the personal qualifications, reputation,
                  integrity, expertise and commitment of Owners and Dealer
                  Operator. MBUSA has also entered into this Agreement in
                  reliance on Dealer's agreement at all times to conduct
                  Dealership Operations hereunder in conjunction with, and at
                  the "Approved Location(s)" and "Dealership Facilities" for,
                  its "Dealership Operations" under the Mercedes-Benz Passenger
                  Car and Light Truck Dealer Agreements. For these reasons,
                  Dealer agrees to obtain MBUSA's prior written consent to any
                  proposed sale or transfer of Dealer's principal assets or any
                  ownership interest of Owner, which consent shall not be
                  unreasonably withheld; provided, however, that anything herein
                  to the contrary notwithstanding, Dealer agrees that (i) it
                  shall not sell or transfer any such assets or ownership
                  interest relating to the conduct of Dealership Operations
                  hereunder separate and apart from the assets or ownership
                  interest relating to the conduct of "Dealership Operations"
                  under the Mercedes-Benz Passenger Car and Light Truck Dealer
                  Agreements, and that (ii) any such attempted sale or transfer
                  shall be void and not binding on MBUSA.

                  MBUSA shall not be obligated, to execute a new Agreement with
                  a proposed transferee of such assets or ownership interest
                  unless Dealer first makes arrangements acceptable to MBUSA to
                  satisfy any outstanding indebtedness to MBUSA.



                                      -20-
<PAGE>

         B.       RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE

                  Subject to Section IX.A., the parties agree as follows:

                  1.       RIGHTS GRANTED

                           If a proposal to sell Dealer's principal assets or
                           transfer the majority ownership interest in Dealer is
                           submitted by Dealer to MBUSA, or in the event of the
                           death of the majority Owner of Dealer, MBUSA has a
                           right of first refusal or option to purchase such
                           assets or ownership interest, including any leasehold
                           interest or realty. MBUSA's exercise of its right or
                           option under this Section IX.B supersedes Dealer's
                           right to transfer its interest in, or ownership of,
                           the dealership. MBUSA's right or option may be
                           assigned by it to any third party and MBUSA hereby
                           guarantees the full payment to Dealer of the purchase
                           price by such assignee. MBUSA may disclose the terms
                           of any pending buy/sell agreement and any other
                           relevant dealership performance information to any
                           potential assignee. MBUSA's rights under this Section
                           IX.B will be binding on and enforceable against any
                           assignee or successor in interest of Dealer or
                           purchaser of Dealer's assets.

                           Anything herein to the contrary notwithstanding,
                           MBUSA shall not have a right of first refusal or
                           option to purchase Dealer's principal assets or the
                           majority interest in Dealer if the proposed
                           transferee is the spouse or a child of an Owner and
                           such spouse or child meets the criteria then
                           currently used by MBUSA in qualifying owners of
                           Maybach Passenger Car dealers. If the proposed
                           transferee fails to meet such criteria due to
                           insufficient personal qualifications or expertise,
                           MBUSA may, in its sole discretion, approve the
                           transfer subject to the proposed transferee's
                           successful completion of such training as MBUSA may
                           require. If the proposed transferee fails to complete
                           such training successfully or otherwise fails to meet
                           the criteria then currently used by MBUSA in
                           qualifying such owners within the time period
                           prescribed by MBUSA, MBUSA may thereafter exercise
                           its right of first refusal or option to purchase
                           under this Section IX.B.

                  2.       EXERCISE OF MBUSA'S RIGHTS

                           MBUSA shall have thirty (30) days from the following
                           events within which to exercise its option to
                           purchase or right of first refusal: (i) MBUSA's
                           receipt of all data and documentation customarily
                           required by it to evaluate a proposed transfer of
                           ownership; (ii) MBUSA's receipt of notice from Dealer
                           of the death of the majority Owner of Dealer, or
                           (iii) MBUSA's disapprova1 of any application
                           submitted by Owner's heirs pursuant to Section X.
                           MBUSA's exercise of its right of first refusal



                                      -21-
<PAGE>

                           under this Section IX.B neither shall be dependent
                           upon nor require its prior refusal to approve the
                           proposed transfer.

                  3.       RIGHT OF FIRST REFUSAL

                           If Dealer has entered into a bona fide written
                           buy/sell agreement for its dealership business or
                           assets, MBUSA's right under this Section IX.B is a
                           right of first refusal, enabling MBUSA to assume the
                           buyer's rights and obligations under such buy/sell
                           agreement, and to cancel this Agreement and all
                           rights granted Dealer. Upon MBUSA's request, Dealer
                           agrees to provide other documents relating to the
                           proposed transfer and any other information which
                           MBUSA deems appropriate, including, but not limited
                           to, those reflecting other agreements or
                           understandings between the parties to the buy/sell
                           agreement. If Dealer refuses to provide such
                           documentation or to state in writing that no such
                           documents exist, it shall be conclusively presumed
                           that the buy/sell agreement is not a bona fide
                           agreement. If Dealer withdraws its proposal in
                           writing within ten (10) days following Dealer's
                           receipt of MBUSA's notice exercising its right of
                           first refusal, such right shall be null and void.

                           If, as a result of MBUSA's exercise of its right of
                           first refusal, Dealer is contractually obligated to
                           reimburse the initial buyer for reasonable attorney's
                           fees, broker's fees, title searches, property
                           inspections, and other similar costs and fees that
                           the buyer incurred in connection with the buy/sell
                           agreement, MBUSA shall reimburse Dealer for such
                           costs and fees in an amount up to but not exceeding
                           Fifty Thousand Dollars ($50,000.00). Dealer shall
                           provide MBUSA with all documents substantiating such
                           costs and fees as MBUSA may reasonably request.

                  4.       OPTION TO PURCHASE

                           In the event of the death of the majority Owner or
                           if Dealer submits a proposal which MBUSA determines
                           is not bona fide or in good faith, MBUSA has the
                           option to purchase the principal assets of Dealer
                           utilized in Dealership Operations, including real
                           estate and leasehold interest, and to cancel this
                           Agreement and the rights granted Dealer hereunder.
                           The purchase price of the dealership assets will be
                           determined by good faith negotiations between the
                           parties.

                  5.       DEALER'S OBLIGATIONS

                           Upon MBUSA's exercise of its right or option and
                           tender of performance under the buy/sell agreement or
                           upon whatever terms may be expressed in the buy/sell
                           agreement, Dealer shall forthwith transfer the
                           affected real property by warranty deed conveying
                           marketable title free and clear of all liens,
                           claims, mortgages, encumbrances, tenancies and
                           occupancies. The



                                      -22-
<PAGE>
                           warranty deed shall be in proper form for recording,
                           and Dealer shall deliver complete possession of the
                           property and deed at the time of closing. Dealer
                           shall also furnish to MBUSA all copies of any
                           easements, licenses or other documents affecting the
                           property or Dealership Operations and shall assign
                           any permits or licenses that are necessary or
                           desirable for the use of or appurtenant to the
                           property or the conduct of such operations. Dealer
                           also agrees to execute and deliver to MBUSA
                           instruments satisfactory to MBUSA conveying title to
                           all personal property, including leasehold interests,
                           involved in the transfer or sale to MBUSA. If any
                           personal property is subject to any lien or charge of
                           any kind, Dealer agrees to procure the discharge and
                           satisfaction thereof prior to the closing of sale of
                           such property to MBUSA.

X.       SUCCESSION RIGHTS UPON DEATH OR INCAPACITY

         A.       SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER

                  In the event that an Owner dies and his or her interest in
                  Dealer passes directly to any person or persons ("Heirs") who
                  wish to succeed to Owner's interest, then Owner's legal
                  representative must notify MBUSA within sixty (60) days of the
                  death of Owner of such Heir's or Heirs' intent to succeed
                  Owner. The legal representative also must then designate a
                  proposed Dealer Operator for MBUSA's approval. The effect of
                  such notice from Owner's legal representative will be to
                  suspend any notice of termination provided for in Section
                  XI.B.4 issued hereunder.

                  Upon delivery of such notice, Owner's legal representative
                  shall immediately request any person(s) identified by it as
                  intending to succeed Owner and the designated candidate for
                  Dealer Operator to submit an application and to provide all
                  personal and financial information that MBUSA may reasonably
                  and customarily require in connection with its review of such
                  applications. All requested information must be provided
                  promptly to MBUSA and in no case later than thirty (30) days
                  after receipt of such request from Owner's legal
                  representative. MBUSA shall have sixty (60) days after its
                  receipt of all requested information in which to: (i) review
                  such application(s) pursuant to the then current criteria
                  generally applied by MBUSA in qualifying owners and/or dealer
                  operators of Maybach Passenger Car dealers, and (ii) either
                  approve or disapprove the application(s); provided, however,
                  that if MBUSA does not receive such application(s) and all
                  requested information within thirty (30) days of Owner's
                  legal representative's request therefor, MBUSA shall have no
                  obligation to review and approve or disapprove such
                  application(s). If MBUSA approves the application(s), it shall
                  offer to enter into a new Maybach Passenger Car Dealer
                  Agreement with Owner's Heir(s) in the form then currently in
                  use, subject to such additional conditions and for such term
                  as MBUSA deems appropriate; provided, however, that anything
                  herein to the contrary notwithstanding, MBUSA shall have no
                  obligation to execute a new Maybach Passenger Car Dealer
                  Agreement with

                                      -23-

<PAGE>

                  Owner's Heir(s) unless MBUSA approves such Heirs' application
                  for, and such Heirs execute, a new Mercedes-Benz Passenger Car
                  and Light Truck Dealer Agreement(s).

                  In the event that MBUSA does not approve the designated
                  Heir(s) or designated candidate for Dealer Operator, or if
                  Owner's legal representative withdraws his or her notice of
                  the intent of Heir(s) to succeed as Owner(s), or if the legal
                  representative or any proposed Owner or Dealer Operator fails
                  to timely provide the required information, MBUSA may
                  reinstate or issue a notice of termination. This Section X.A
                  is subject to, and shall not be deemed to waive, MBUSA's right
                  to exercise its option to purchase as set forth in Section IX.

                  If MBUSA has notified Dealer that it does not plan to continue
                  to have a Maybach Passenger Car dealer in Dealer's AOI, MBUSA
                  shall have no obligation to execute a new Maybach Passenger
                  Car Dealer Agreement with Owner's Heir(s) pursuant to this
                  Section X.

         B.       INCAPACITY OF OWNER

                  The parties agree that, as used herein, incapacity shall refer
                  to any physical or mental ailment that, in MBUSA's opinion,
                  adversely affects an Owner's ability to meet his or her
                  obligations under this Agreement. MBUSA may terminate this
                  Agreement when an incapacitated Owner also is the Dealer
                  Operator identified herein.

                  Prior to the effective date of any notice of termination, an
                  incapacitated Owner who is also the Dealer Operator, or his or
                  her legal representative, may propose a new candidate for the
                  position of Dealer Operator. Such proposal shall be in writing
                  and shall suspend any pending notice of termination until
                  MBUSA advises Dealer of its approval or disapproval of the new
                  candidate. Upon receipt of such notice, MBUSA and Dealer shall
                  follow the qualification procedures set forth in Section X.A.

         C.       NOMINATION OF SUCCESSOR PRIOR TO DEATH OR INCAPACITY OF OWNER

                  An Owner owning a majority of Dealer's stock may nominate a
                  candidate to assume ownership and/or the position of Dealer
                  Operator of the dealership upon his or her death or
                  incapacity.

                  As soon as practicable after such nomination, MBUSA will
                  request such personal financial information from the nominated
                  Owner and/or Dealer Operator candidate as it reasonably and
                  customarily may require in evaluating such candidates. MBUSA
                  shall apply criteria then currently used by MBUSA in
                  qualifying owners and/or dealer operators of Maybach Passenger
                  Car dealers. Upon receipt of all requested information, MBUSA
                  shall either approve or


                                      -24-
<PAGE>


                  disapprove such candidate. If MBUSA initially approves the
                  candidate, said approval shall be reflected in a Successor
                  Addendum and shall remain in effect for five (5) years if the
                  proposed candidate continues to comply with the then current
                  criteria used by MBUSA in qualifying such candidates. If MBUSA
                  does not initially qualify the candidate, MBUSA agrees to
                  review the reason(s) for its decision with Owner. Owner is
                  free at any time to renew its nomination. However, in such
                  instances, the candidate must again qualify pursuant to the
                  then current criteria. Owner may, by written notice, withdraw
                  a nomination at any time, even if MBUSA has previously
                  qualified said candidate.

XI.      TERMINATION

         A.       VOLUNTARY TERMINATION BY DEALER

                  Dealer may voluntarily terminate this Agreement at any time by
                  written notice to MBUSA, such termination to be effective
                  thirty (30) days after receipt of the notice by MBUSA unless
                  otherwise mutually agreed in writing.

         B.       TERMINATION FOR CAUSE

                  1.       IMMEDIATE TERMINATION

                           Dealer and MBUSA agree that the following conduct is
                           within Dealer's control and is so contrary to the
                           goals, purposes and objectives of this Agreement as
                           to warrant its immediate termination. Accordingly,
                           Dealer agrees that if it engages in any of the
                           following types of conduct, MBUSA shall have the
                           right to terminate this Agreement immediately:

                           a.      Any conduct that warrants the termination of
                                   the Mercedes-Benz Passenger Car and/or Light
                                   Truck Dealer Agreement(s);

                           b.      Any attempted or actual sale, transfer or
                                   assignment by Dealer of this Agreement or any
                                   of the rights granted Dealer hereunder, or
                                   any attempted or actual transfer, assignment
                                   or delegation by Dealer of any of the
                                   responsibilities assumed by it under this
                                   Agreement, without the prior written consent
                                   of MBUSA, including but not limited to any
                                   attempted or actual sale, transfer or
                                   assignment of Dealer's principal assets or
                                   any ownership interest of Owner relating to
                                   the conduct of Dealership Operations
                                   hereunder separate and apart from the assets
                                   or ownership interest relating to the conduct
                                   of "Dealership Operations" under the
                                   Mercedes-Benz Passenger Car and/or Light
                                   Truck Dealer Agreement(s);

                           c.      Subject to the provisions of Section IX, a
                                   change by operation of law or otherwise in
                                   the direct or indirect ownership of Dealer,
                                   whether voluntary or involuntary, from that
                                   set forth in the Final


                                      -25-
<PAGE>

                                   Paragraph of this Agreement, except as
                                   expressly permitted herein, without the prior
                                   written consent of MBUSA;

                           d.      Removal, resignation, withdrawal or
                                   elimination from Dealer for any reason of the
                                   Dealer Operator; provided, however, MBUSA
                                   shall give Dealer a reasonable period of time
                                   within which to replace such person with a
                                   Dealer Operator satisfactory to MBUSA;

                           e.      The failure of Dealer to conduct all
                                   Dealership Operations required by this
                                   Agreement during and for not less than the
                                   customary and lawful hours for five (5)
                                   consecutive business days, except in the
                                   event such closure or cessation of operation
                                   is caused by some physical event beyond the
                                   control of the Dealer, such as strikes, civil
                                   war, riots, fires, floods, earthquakes, or
                                   other acts of God;

                           f.      Any undertaking by Dealer to conduct,
                                   directly or indirectly, any of the Dealership
                                   Operations at a location or facility other
                                   than those specified in Paragraph F and the
                                   Final Paragraph of this Agreement for that
                                   Dealership Operation;

                           g.      Insolvency of Dealer; voluntary institution
                                   by Dealer of any proceeding under the federal
                                   bankruptcy laws or under any state insolvency
                                   law; institution against Dealer of any
                                   proceeding under the federal bankruptcy laws
                                   or under any state insolvency law which is
                                   not vacated within thirty (30) days from the
                                   institution thereof; appointment of a
                                   receiver, trustee or other officer having
                                   similar powers for Dealer or Dealer's
                                   business, provided such appointment is not
                                   vacated within thirty (30) days of the date
                                   of such appointment; execution by Dealer of
                                   an assignment for the benefit of creditors;
                                   or any levy under attachment, foreclosure,
                                   execution or similar process whereby a third
                                   party acquires rights to a significant
                                   portion of the assets of Dealer necessary for
                                   the performance of Dealer's responsibilities
                                   under this Agreement or to the operation or
                                   ownership of Dealer, which is not within
                                   thirty (30) days from the date of such levy
                                   vacated or removed by payment or bonding;

                           h.      Any material misrepresentation by Dealer or
                                   any person named in the Final Paragraph of
                                   this Agreement as to any fact relied on by
                                   MBUSA in entering into, amending or
                                   continuing with this Agreement, including
                                   without limitation any representation
                                   concerning the ownership, management or
                                   capitalization of the Dealer;



                                      -26-
<PAGE>

                           i.      The conviction in a court of original
                                   jurisdiction of Dealer or Owner of a crime
                                   affecting the Dealership Operations or of any
                                   felony, or any willful failure of Dealer to
                                   comply with the provisions of any laws,
                                   ordinances, rules, regulations or orders
                                   relating to the conduct of Dealership
                                   Operations;

                           j.      Submission by Dealer to MBUSA of: (i) a
                                   knowingly false or fraudulent report or
                                   statement; (ii) a knowingly false or
                                   fraudulent claim (or statement in support
                                   thereof) for payment, reimbursement or for
                                   any discount, allowance, refund, rebate,
                                   credit or other incentive under any plan that
                                   may be offered by MBUSA, whether or not
                                   Dealer offers or makes restitution; (iii)
                                   false financial information; (iv) false sales
                                   reporting data; or (v) any false report or
                                   statement relating to pre-delivery
                                   inspection, testing, warranties, service,
                                   repair or maintenance required to be
                                   performed by Dealer; or

                           k.      The failure of Dealer to obtain or maintain
                                   any license, permit or authorization
                                   necessary for the conduct by Dealer of
                                   Dealership Operations pursuant to this
                                   Agreement, or the suspension or revocation of
                                   such license, permit or authorization.

                  2.       TERMINATION UPON SIXTY DAYS NOTICE

                           The following conduct violates the terms and
                           conditions of this Agreement and, if Dealer engages
                           in such conduct, MBUSA shall have the right to
                           terminate this Agreement upon sixty (60) days notice
                           if Dealer fails to cure such conduct within the
                           sixty-day period provided in such notice:

                           a.      Failure of Dealer to pay MBUSA for any
                                   Maybach Passenger Car Products;

                           b.      Failure of Dealer to establish or maintain
                                   the required net working capital or adequate
                                   flooring and lines of credit;

                           c.      Any dispute, disagreement or controversy
                                   among managers, officers or Owners of Dealer
                                   that, in the reasonable opinion of MBUSA,
                                   adversely affects the ownership, operation,
                                   management, business, reputation or interests
                                   of Dealer or MBUSA;

                           d.      Impairment of the reputation or financial
                                   standing of Dealer subsequent to the
                                   execution of this Agreement;

                           e.      Refusal to permit MBUSA to examine or audit
                                   Dealer's accounting records as provided
                                   herein upon receipt by Dealer from MBUSA of
                                   written notice requesting such permission or
                                   information;

                                      -27-
<PAGE>

                           f.      Failure of Dealer to timely furnish accurate
                                   sales or financial information and related
                                   supporting data; or

                           g.      Breach or violation by Dealer of any other
                                   term or provision of this Agreement.

                  3.       TERMINATION FOR FAILURE OF PERFORMANCE

                           If, upon evaluation of Dealer's performance pursuant
                           to Sections II.E, IV.F, V.B or VI.E herein, MBUSA
                           concludes that Dealer has failed to perform
                           adequately its marketing and sales, service or
                           customer satisfaction responsibilities or to provide
                           adequate dealership facilities, MBUSA shall issue to
                           Dealer a Dealer Improvement Addendum notifying it of
                           such failure(s). MBUSA will endeavor to review
                           promptly with Dealer the nature and extent of such
                           failure(s) and will grant Dealer one hundred eighty
                           (180) days or such other period as may be required by
                           law to correct such failure(s). If Dealer fails or
                           refuses to correct such failure(s) or has not made
                           substantial progress towards remedying such
                           failure(s) at the expiration of such period, MBUSA
                           may terminate this Agreement upon sixty (60) days
                           notice or such other notice as may be required by
                           law.

                  4.       TERMINATION UPON DEATH OR INCAPACITY

                           Subject to certain exceptions identified in Section
                           X, MBUSA may terminate this Agreement in the event of
                           the death of an Owner or upon the incapacity of any
                           Owner who is also the Dealer Operator, upon written
                           notice to Dealer and such Owner's legal
                           representative. Termination upon either of these
                           events shall be effective ninety (90) days from the
                           date of such notice.

         C.       TERMINATION UPON TERMINATION OF DISTRIBUTORSHIP

                  MBUSA may terminate this Agreement at any time by written
                  notice to Dealer, such termination to be effective thirty (30)
                  days after receipt of notice by Dealer unless otherwise
                  mutually agreed in writing, if any licensing or distribution
                  agreement pursuant to which MBUSA is distributor for Maybach
                  Passenger Car Products in the United States of America shall
                  terminate or be terminated.

         D.       TERMINATION FOR FAILURE OF MBUSA TO BE LICENSED

                  If MBUSA fails to obtain or maintain any license, permit or
                  authorization necessary for MBUSA's performance of its
                  obligations under this Agreement or if such license, permit or
                  authorization is suspended or revoked, and such



                                      -28-
<PAGE>

                  suspension or revocation continues for a period of five (5)
                  days, either party may immediately terminate this Agreement by
                  giving notice to the other party.

         E.       TERMINATION UPON OFFERING TO ENTER INTO A NEW OR AMENDED
                  PASSENGER CAR DEALER AGREEMENT

                  MBUSA may terminate this Agreement at any time by giving
                  Dealer ninety (90) days prior notice thereof and offering to
                  enter into a new or amended form of Maybach Passenger Car
                  Dealer Agreement with Dealer in a form being offered generally
                  to Maybach Passenger Car dealers.

         F.       NOTICE OF TERMINATION

                  Any notice of termination under this Agreement shall be in
                  writing and shall be mailed to the person(s) designated to
                  receive such notice, via overnight mail, or shall be delivered
                  in person. Such notice shall be effective upon the date of
                  receipt. MBUSA shall state the grounds on which it relies in
                  its termination of Dealer, and shall have the right to amend
                  such notice as appropriate. MBUSA's failure to refer to
                  additional grounds for termination shall not constitute a
                  waiver of its right later to rely upon such grounds.

         G.       CONTINUANCE OF BUSINESS RELATIONS

                  Upon receipt of any notice of termination, Dealer agrees to
                  conduct itself and its operation until the effective date of
                  termination in a manner that will not injure the reputation or
                  goodwill of the Maybach Marks or MBUSA.

         H.       REPURCHASE PROVISIONS

                  1.       MBUSA's Obligations

                           Upon the termination of this Agreement, MBUSA shall
                           have the right to cancel any and all shipments of
                           Maybach Passenger Car Products scheduled for delivery
                           to Dealer, and MBUSA shall repurchase from Dealer the
                           following:

                           a.      New, unused, unmodified and undamaged Maybach
                                   Passenger Cars then unsold in Dealer's
                                   inventory that are of the then current or
                                   prior model year. The prices of such
                                   passenger cars shall be the same as those at
                                   which they were originally purchased by
                                   Dealer, less all prior refunds or other
                                   allowances made by MBUSA to Dealer with
                                   respect thereto.

                           b.      New, unused and undamaged Genuine Maybach
                                   Passenger Car Parts and Accessories then
                                   unsold in Dealer's inventory that are in good
                                   and saleable condition and are listed in the
                                   current parts



                                      -29-
<PAGE>

                                   catalog. The prices for such parts and
                                   accessories shall be the prices last
                                   established by MBUSA for the sale of
                                   identical parts or accessories to Maybach
                                   Passenger Car dealers in the area in which
                                   Dealer is located.

                           c.      Special service tools recommended by MBUSA
                                   and then owned by Dealer and that are
                                   especially designed for servicing Maybach
                                   Passenger Cars. The prices for such special
                                   service tools will be the price paid by
                                   Dealer less depreciation calculated on a
                                   straight-line basis over a three-year period,
                                   or such other price as the parties may
                                   negotiate.

                           d.      Signs that MBUSA has recommended for
                                   identification of Dealer. The price of such
                                   signs shall be the price paid by Dealer less
                                   appropriate depreciation calculated on a
                                   straight-line basis over a three-year period,
                                   or such other price as the parties may
                                   negotiate.

                  2.       DEALER'S RESPONSIBILITIES

                           MBUSA's obligations to repurchase the items set forth
                           in this Section XI.H are contingent upon Dealer
                           fulfilling all of the following obligations:

                           a.      Within thirty (30) days after the effective
                                   date of termination of this Agreement, Dealer
                                   shall deliver or mail to MBUSA a detailed
                                   inventory of all items referred to in this
                                   Section XI.H that it requests MBUSA
                                   repurchase and shall certify that such list
                                   is true and accurate.

                           b.      Dealer shall be entitled to request
                                   repurchase of only those items that it
                                   purchased from MBUSA, unless MBUSA agrees
                                   otherwise.

                           c.      Dealer will deliver to MBUSA at MBUSA's place
                                   of business and at Dealer's expense all
                                   Maybach Passenger Car Products and special
                                   service tools to be repurchased by MBUSA. If
                                   Dealer fails to do so, MBUSA may transfer
                                   such items and deduct the cost therefor from
                                   the repurchase price.

                           d.      Dealer will execute and deliver to MBUSA
                                   instruments satisfactory to MBUSA conveying
                                   good and marketable title to the aforesaid
                                   items to MBUSA. If such items are subject to
                                   any lien or charge of any kind, Dealer will
                                   procure the discharge in satisfaction thereof
                                   prior to their repurchase by MBUSA. Dealer
                                   will comply with the requirements of any
                                   state or federal laws that relate to the
                                   repurchase, including bulk sales or transfer
                                   laws.



                                      -30-
<PAGE>

                           e.      Dealer will provide to MBUSA in writing the
                                   names and addresses of all of its Maybach
                                   Passenger Car service customers.

                           f.      Dealer will deliver to MBUSA at MBUSA's place
                                   of business or to a third person designated
                                   by MBUSA and at Dealer`s expense any and all
                                   sales instruction manuals, promotional
                                   materials, technical or service literature,
                                   advertising and other printed material,
                                   computer hardware and software or other media
                                   relating to Maybach Passenger Car Products
                                   then in Dealer's possession and that were
                                   acquired or obtained by Dealer from MBUSA.

                           g.      Dealer will remove, at its own expense, all
                                   signage and corporate identification from
                                   Dealer's Approved Location(s), including all
                                   Maybach Marks, before it is eligible for
                                   payment hereunder.

                  3.       Payment by MBUSA

                           MBUSA will pay Dealer for such items as Dealer may
                           request be repurchased and that qualify hereunder as
                           soon as practicable upon Dealer's compliance with all
                           of the obligations set forth herein and upon
                           computation of any outstanding indebtedness of Dealer
                           to MBUSA.

                           MBUSA shall have the right to offset from any amounts
                           due to Dealer hereunder the total sum of Dealer's
                           outstanding indebtedness to MBUSA.

                           If Dealer disagrees with MBUSA's valuation of any
                           item herein, and Dealer and MBUSA have not resolved
                           their disagreement within ninety (90) days of the
                           effective date of termination of this Agreement,
                           MBUSA shall pay to Dealer the amount to which it
                           reasonably believes Dealer is entitled.

XII.     DEFENSE AND INDEMNIFICATION

         A.       DEFENSE AND INDEMNIFICATION BY MBUSA

                  MBUSA agrees to assume the defense of Dealer and to indemnify
                  and hold Dealer harmless in any lawsuit naming Dealer as a
                  defendant and involving any Maybach Passenger Car Product when
                  the lawsuit also involves allegations of:

                  1.       Bodily injury or property damage arising out of an
                           occurrence allegedly caused solely by a defect or
                           failure to warn of a defect in design, manufacture or
                           assembly of a Maybach Passenger Car Product, provided
                           that the defect could not reasonably have been
                           discovered by Dealer during the pre-delivery
                           inspections and service of the Maybach Passenger Car
                           Product or otherwise;



                                      -31-
<PAGE>

                  2.       Any misrepresentation or misleading statement or
                           unfair or deceptive trade practice of MBUSA; or

                  3.       Any substantial damage to a Maybach Passenger Car
                           Product purchased by Dealer from MBUSA that was
                           repaired by MBUSA and where Dealer had not been
                           notified of such damage in writing prior to the
                           delivery of the subject passenger car, part or
                           accessory to a retail customer; and

                           Provided:

                  4.       That Dealer delivers to MBUSA, in a manner to be
                           designated by MBUSA, within twenty (20) days of the
                           service of any summons or complaint, copies of such
                           documents and requests in writing a defense and/or
                           indemnification therein (except as provided in
                           Section XII.D below);

                  5.       That the complaint does not involve allegations of
                           Dealer misconduct, including but not limited to,
                           improper or unsatisfactory service or repair,
                           misrepresentation, or any claim of Dealer's unfair or
                           deceptive trade practice;

                  6.       That the Maybach Passenger Car Product which is the
                           subject of the lawsuit was not altered by or for
                           Dealer;

                  7.       That Dealer agrees to cooperate fully in the defense
                           of such action as MBUSA may reasonably require; and

                  8.       That Dealer agrees that MBUSA may offset any recovery
                           on Dealer's behalf against any indemnification that
                           may be required hereunder.

         B.       DEFENSE AND INDEMNIFICATION BY DEALER

                  Dealer agrees to assume the defense of MBUSA or DCAG and to
                  indemnify and hold them harmless in any lawsuit naming MBUSA
                  or DCAG as a defendant when the lawsuit involves allegations
                  of:

                  1.       Dealer's failure to comply, in whole or in part, with
                           any obligation assumed by Dealer under this
                           Agreement;

                  2.       Dealer's negligent or improper inspection,
                           preparation, repair or servicing of a new or used
                           Maybach Passenger Car Product, or such other motor
                           vehicles or equipment as may be sold or serviced by
                           Dealer;

                  3.       Dealer's alleged breach of any contract or warranty
                           other than that provided by MBUSA or DCAG;



                                      -32-
<PAGE>

                  4.       Dealer's alleged misleading statements,
                           misrepresentations, or deceptive or unfair trade
                           practices;

                  5.       Any modification or alteration made by or on behalf
                           of Dealer to a Maybach Passenger Car Product, except
                           those made pursuant to the express written
                           instruction or with the express written approval of
                           MBUSA;

                  6.       Any change in the employment status or in the terms
                           or conditions of employment of any officer, employee
                           or agent of Dealer or of any Owner or the Dealer
                           Operator, including but not limited to claims for
                           breach of employment contract, wrongful termination
                           or discharge, tortious interference with contract or
                           economic advantage, and similar claims; and

                           Provided

                  7.       That MBUSA delivers to Dealer, within twenty (20)
                           days of the service of any summons or complaint,
                           copies of such documents, and requests in writing a
                           defense and/or indemnification therein (except as
                           provided in Section XII.D below);

                  8.       That MBUSA agrees to cooperate fully in the defense
                           of such action as Dealer may reasonably require; and

                  9.       That the complaint does not involve allegations of
                           liability premised upon MBUSA's separate conduct or
                           omissions.

         C.       CONDITIONAL DEFENSE AND/OR INDEMNIFICATION

                  In agreeing to defend and/or indemnify each other, Dealer and
                  MBUSA may make their agreement conditional on the continued
                  existence of the state of facts as then known to such party
                  and may provide for the withdrawal of such defense and/or
                  indemnification at such time as facts arise which, if known at
                  the time of the original request for a defense and/or
                  indemnification, would have caused either Dealer or MBUSA to
                  refuse such request.

                  The party withdrawing from its agreement to defend and/or
                  indemnify shall give timely notice of its intent to withdraw.
                  Such notice shall be in writing and shall be effective upon
                  receipt. The withdrawing party shall be responsible for all
                  costs and expenses of defense up to the date of receipt of its
                  notice of withdrawal.

         D.       THE EFFECT OF SUBSEQUENT DEVELOPMENTS

                  In the event that subsequent developments in a case make clear
                  that the allegations which initially preclude a request or an
                  acceptance of a request for a defense and/or indemnification
                  are no longer at issue therein or are without foundation,



                                      -33-
<PAGE>

                  any party having a right to a defense and/or indemnification
                  hereunder may tender such request for a defense and
                  indemnification to the other party. Neither Dealer nor MBUSA
                  shall be required to agree to such subsequent request for a
                  defense and/or indemnification where that party would be
                  unduly prejudiced by such delay.

         E.       TIME TO RESPOND AND RESPONSIBILITIES OF THE PARTIES

                  Dealer and MBUSA shall have sixty (60) days from the receipt
                  of a request for a defense and/or indemnification to conduct
                  an investigation to determine whether or not, or under what
                  conditions, it may agree to defend and/or indemnify pursuant
                  to this Section.

                  If local rules require a response to the complaint in the
                  lawsuit prior to the time provided hereunder for a response to
                  such request, the requesting party shall take all steps
                  necessary, including obtaining counsel, to protect its own
                  interest in the lawsuit until Dealer or MBUSA assumes the
                  requested defense and/or indemnification. In the event that
                  Dealer or MBUSA agrees to assume the defense and/or
                  indemnification of a lawsuit, it shall have the right to
                  engage and direct counsel of its own choosing and, except in
                  cases where the request is made pursuant to Section XII.D
                  above, shall have the obligation to reimburse the requesting
                  party for all reasonable costs and expense, including actual
                  attorneys' fees, incurred prior to such assumption.

XIII.    NOTICE OF BREACH OR FAILURE TO ACT IN GOOD FAITH

         In the interest of maintaining a harmonious relationship between MBUSA
         and Dealer, if Dealer believes that MBUSA has breached this Agreement
         or has failed to act in good faith toward Dealer, Dealer shall report
         its belief and the bases therefor promptly, in writing, to the
         President or a Vice President of MBUSA. For the purposes of this
         Section XIII, the term "good faith" shall mean MBUSA and its
         representatives acting in a fair, honest, commercially reasonable,
         equitable, and impartial manner toward Dealer. It is the intention of
         the parties that the purpose of the requirement of such notification by
         Dealer is to afford MBUSA sufficient opportunity to consider the claim
         of Dealer and if, in the sole determination of MBUSA, such claim is
         found to be meritorious, to undertake such measures as may be necessary
         to correct the condition of which Dealer complains.

 XIV.    GENERAL PROVISIONS

         A.       NOTICES

                  Except as otherwise specifically provided herein, any notice
                  required to be given by either party to the other shall be in
                  writing, shall be delivered personally or by mail to the party
                  at its address as stated in this Agreement, and shall be
                  effective upon receipt by hand delivery or upon mailing.

                                      -34-
<PAGE>

         B.       NO IMPLIED WAIVERS

                  The failure of either party at any time to require performance
                  by the other party of any provision herein shall in no way
                  affect the right of such party to require such performance at
                  any time thereafter. The waiver by any party of a breach of
                  any provision herein shall not constitute a waiver of any
                  succeeding breach of the same or any other provision or
                  constitute a waiver of the provision itself.

         C.       SOLE AGREEMENT OF THE PARTIES

                  This Agreement terminates and supersedes all prior agreements
                  between the parties relating to the subject matters covered
                  herein. There are no prior agreements or understandings,
                  either oral or written, between the parties affecting this
                  Agreement or relating to the sale or service of Maybach
                  Passenger Car Products, except as otherwise specifically
                  provided for or referred to in this Agreement. Dealer
                  acknowledges that no representations or statements other than
                  those expressly set forth therein were made by MBUSA or any
                  officer, employee, agent, or representative thereof, or were
                  relied upon by Dealer in entering into this Agreement.

         D.       DEALER NOT AN AGENT OR REPRESENTATIVE

                  Dealer is an independent business. This Agreement does not
                  constitute Dealer the agent or legal representative of MBUSA
                  or DCAG for any purpose whatsoever. Dealer is not granted any
                  express or implied right or authority to assume or create any
                  obligation on behalf of or in the name of MBUSA or DCAG or to
                  bind MBUSA or DCAG in any manner whatsoever. No fiduciary
                  obligations are created by this Agreement.

         E.       ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES

                  This is a personal service agreement and may not be assigned
                  or sold in whole or in part, directly or indirectly,
                  voluntarily or by operation of law, without the prior written
                  consent of MBUSA. Any attempted transfer, assignment or sale
                  without MBUSA's prior written consent will be void and not
                  binding upon MBUSA.

         F.       NO FRANCHISE FEE

                  Dealer warrants that it has paid no fee, nor has it provided
                  any goods or services in lieu of same, to MBUSA in
                  consideration of entering into this Agreement. The sole
                  consideration for MBUSA's entering into this Agreement is
                  Owner's and Dealer Operator's ability, integrity, assurance of
                  personal services, and expressed intention to deal fairly and
                  equitably with MBUSA and the public.



                                      -35-
<PAGE>

         G.       BENEFIT

                  This Agreement is entered into by and between MBUSA and Dealer
                  for their sole and mutual benefit. Neither this Agreement nor
                  any specific provision contained in it is intended or shall be
                  construed to be for the benefit of any third party.

         H.       NEW JERSEY LAW

                  This Agreement shall be deemed to have been entered into in
                  the State of New Jersey, and all questions concerning the
                  validity, interpretation, or performance of any of its terms,
                  or of any contractual rights or obligations of the parties
                  hereto, shall be governed by and resolved in accordance with
                  the internal laws of the State of New Jersey, including,
                  without limitation, its statutes of limitations.

XV.      DEFINITIONS

         As used in this Agreement, the parties agree that the following terms
         shall be defined exclusively as set forth below.

         A.       DEALER: The natural person or entity that executes the
                  Agreement and is authorized by MBUSA to sell and service
                  Maybach Passenger Car Products as defined herein.

         B.       OWNER: The persons identified in Paragraph D and the Final
                  Paragraph of this Agreement.

         C.       DEALER OPERATOR: The person identified in Paragraph E and the
                  Final Paragraph of this Agreement.

         D.       DEALERSHIP FACILITIES: The buildings, improvements, fixtures
                  and equipment situated at the Approved Location(s) and
                  identified in Paragraph F and the Final Paragraph of this
                  Agreement.

         E.       APPROVED LOCATION(S): The location(s) and any facilities
                  thereon designated in Paragraph F and the Final Paragraph of
                  this Agreement that MBUSA has approved for the Dealership
                  Operation(s) specified therein.

         F.       DEALERSHIP OPERATIONS: All dealer functions contemplated by
                  this Agreement including, without limitation, sale and
                  servicing of Maybach Passenger Car Products, use and display
                  of Maybach Marks and Maybach Passenger Car Products, rental
                  and leasing of Maybach Passenger Cars, sale of pre-owned
                  Maybach vehicles, body shop work, financing or insurance
                  services and any other activities undertaken by Dealer in
                  connection with Maybach Passenger Car Products whether
                  conducted directly or indirectly by Dealer.



                                      -36-
<PAGE>

         G.       DCAG: DaimlerChrysler Aktiengesellschaft, a corporation of the
                  Federal Republic of Germany and the owner of the Maybach
                  Marks, and any successor thereto.

         H.       MAYBACH MARKS: The various Maybach trademarks, service marks,
                  names, logos and designs that Dealer is authorized to use in
                  the sale and servicing of Maybach Passenger Car Products.

         I.       MAYBACH PASSENGER CARS: All new Maybach Passenger Cars that
                  MBUSA is authorized to sell to Maybach Passenger Car dealers
                  in the United States of America pursuant to a written
                  distribution agreement between DCAG and MBUSA, and that MBUSA,
                  in its sole discretion, sells to Dealer for resale.

         J.       GENUINE MAYBACH PASSENGER CAR PARTS AND ACCESSORIES: All
                  Maybach Passenger Car parts and accessories manufactured by or
                  on behalf of MBUSA or DCAG and such other parts and
                  accessories specifically approved by DCAG for use in servicing
                  Maybach Passenger Cars that MBUSA sells to Dealer for resale.

         K.       MAYBACH PASSENGER CAR PRODUCTS: All Maybach Passenger Cars and
                  Genuine Maybach Passenger Car Parts and Accessories that MBUSA
                  sells to Dealer for resale.

         L.       COMPETITIVE VEHICLES: Those new vehicles that are considered
                  by MBUSA to be directly competitive with Maybach Passenger
                  Cars.

         M.       WARRANTY MANUAL: The Mercedes-Benz Warranty Policies and
                  Procedures Manual.

         N.       MERCEDES-BENZ PASSENGER CAR DEALER AGREEMENT: The
                  Mercedes-Benz Passenger Car Dealer Agreement between MBUSA and
                  Dealer.

         O.       MERCEDES-BENZ LIGHT TRUCK DEALER AGREEMENT: The Mercedes-Benz
                  Light Truck Dealer Agreement between MBUSA and Dealer.



                                      -37-
<PAGE>

XVI.     ADDITIONAL PROVISIONS

         In consideration of MBUSA's agreement to appoint Dealer as a Maybach
         Passenger Car dealer, Dealer further agrees:

         All terms and conditions in this Agreement inconsistent with the laws
         and rules of the State of Florida are of no force and effect.

         If any provision herein contravenes the laws or regulations of any
         state or other jurisdiction wherein this agreement is to be performed,
         or denies access to the procedures, forums, or remedies provided for by
         such laws or regulations, such provision shall be deemed to be modified
         to conform to such laws or regulations, and all other terms and
         provisions shall remain in full force.



                                      -38-

</TEXT>
</DOCUMENT>
