GUARANTY


         FOR VALUE RECEIVED, United Auto Group, Inc., a Delaware corporation
("UAG"), hereby guarantees collection by Steve Landers and John Landers,
individuals residing in Arkansas (the "Landers"), of the payment obligations of
Landers Auto Sales, Inc., an Arkansas corporation (the "Company") under the
Steve Landers Employment Agreement, the John Landers Employment Agreement and
the Leases (as such terms are defined in the Amended and Restated Stock Purchase
Agreement, dated as of July 1, 1995, among UAG, the Landers, Bob Landers and the
Company).  UAG shall, however, have any and all rights of defense, set-off and
counterclaim which are available to the Company.

         This guaranty is conditional in that it is a guaranty of collection
only and not a guaranty of payment.  Accordingly, UAG shall not be obligated to
make any payment hereunder, and the Landers shall not have recourse against UAG,
until all attempts to collect from the Company have failed.

         This guaranty shall be governed by, and the rights and obligations
hereunder shall be determined in accordance with, the laws of the State of
Arkansas.

         IN WITNESS WHEREOF, UAG has caused this guaranty to be duly executed
by its duly authorized officer as of this 1st day of August, 1995.

                             UNITED AUTO GROUP, INC.



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






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