UNITED AUTO GROUP, INC.
                                   PROMISSORY NOTE

$3,287,896                                                 Little Rock, Arkansas

                                                                  August 1, 1995


         FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged,
United Auto Group, Inc., a Delaware corporation ("UAG"), hereby promises to pay
to Steve Landers and John Landers (collectively, the "Landers"), having an
address at c/o Steve Landers, 3316 Highway 5, Benton, Arkansas  72015, at such
address or at such other place as may be designated in writing by the holders of
this Note, the principal sum of $3,287,896 bearing interest at the rate of 8%
per annum and payable in sixty (60) equal installments of principal and interest
of $66,666.67 on the last day of each month commencing with the last day of the
month immediately following the date hereof until the fifth anniversary of such
date.

         This Note is issued pursuant to the Amended and Restated Stock
Purchase Agreement, dated July 1, 1995, among UAG, the Landers and certain other
parties named therein (the "Purchase Agreement"), and is subject to the
provisions, terms and conditions of the Purchase Agreement as well as the
provisions, terms and conditions contained herein.

         This Note is non-negotiable and may not be transferred, assigned,
pledged or otherwise disposed of or encumbered by the Landers without the prior
written consent of UAG.

         In addition to and not in limitation of all rights of set-off that UAG
may have under applicable law, any amounts claimed by UAG to be owed by the
Landers to UAG (or any affiliate of UAG) under the Purchase Agreement or the
Documents (as defined in the Purchase Agreement) or any other liability of the
Landers (or any affiliate of the Landers) to UAG (or any affiliate of UAG) may
be recovered by UAG by a set-off against any amounts due to the Landers under
this Note.

         This Note shall be governed by and construed and enforced in
accordance with the laws of the State of Arkansas.

                             UNITED AUTO GROUP, INC.


                             By: /s/Carl Spielvogel
                                 --------------------------------
                                 Name:   Carl Spielvogel
                                 Title:  Chairman and
                                         Chief Executive Officer