STOCK PURCHASE AGREEMENT


                              DATED AS OF MARCH 1, 1996

                                        AMONG

                               UNITED AUTO GROUP, INC.,

                                UAG ATLANTA II, INC.,

                              STEVE RAYMAN NISSAN, INC.,

                                   STEVEN L. RAYMAN

                                         AND

                                RICHARD W. KEFFER, JR.


         This STOCK PURCHASE AGREEMENT, dated as of March 1, 1996 is by and
among United Auto Group, Inc., a Delaware corporation ("UAG"), UAG Atlanta II,
Inc., a Delaware corporation ("Sub"), Steve Rayman Nissan, Inc., a Georgia
corporation (the "Company"), Steven L. Rayman ("Rayman") and Richard W. Keffer,
Jr. ("Keffer") (Rayman and Keffer are referred to hereinafter individually as a
"Stockholder" and collectively as the "Stockholders").

                                 W I T N E S S E T H:

         WHEREAS, the Company operates a Nissan automobile dealership and
related businesses in Morrow, Georgia;

         WHEREAS, the Stockholders own all of the issued and outstanding shares
of common stock, par value $100.00, of the Company (the "Common Stock");

         WHEREAS, Sub is a wholly-owned subsidiary of UAG; and

         WHEREAS, Sub desires to purchase 5,000 shares of Common Stock from the
Stockholders (such shares being collectively referred to herein as the
"Shares"), and the Stockholders desire to sell the Shares to Sub (upon the terms
and subject to the conditions set forth in this Agreement), such that
immediately after giving effect to such purchase and sale, Sub will own one
hundred (100%) percent of all of the issued and outstanding shares of Common
Stock, on a fully diluted basis;

         NOW, THEREFORE, in consideration of the mutual terms, conditions and
other agreements set forth herein, the parties hereto hereby agree as follows:


                                      ARTICLE 1
                             PURCHASE AND SALE OF SHARES


1.1 PURCHASE AND SALE OF THE SHARES.

         (a)  PURCHASE AND SALE.  Upon the terms and subject to the conditions
set forth in this Agreement, the Stockholders shall sell to Sub, and Sub shall
purchase from the Stockholders, the Shares for an aggregate purchase price equal
to Eleven


Million Four Hundred Fifty Thousand Dollars ($11,450,000.00) (the "Base Price"),
which Base Price is subject to adjustment after Closing as provided in SECTION
1.2 hereof.  At the Closing referred to in SECTION 1.1(b) hereof:

              (i)  the Stockholders shall sell, assign, transfer and deliver to
    Sub the Shares representing 100% of the outstanding Common Stock, free and
    clear of all Liens (as defined in SECTION 10.11), and shall deliver the
    certificates representing such Shares accompanied by stock powers duly
    executed in blank; and

              (ii) Sub shall accept and purchase the Shares from the
    Stockholders and in payment therefor shall deliver to the Stockholders
    immediately available funds in an aggregate amount equal to the Base Price
    by wire transfer to an account designated in writing by the Stockholders or
    by certified funds.

         (b) CLOSING.  Subject to the conditions set forth in this Agreement,
the purchase and sale of the Shares pursuant to this Agreement (the "Closing")
shall take place at the offices of Rogers & Hardin, 2700 Cain Tower, Peachtree
Center, 229 Peachtree Street, N.E., Atlanta, Georgia 30303, or such other
location as the parties shall agree upon, at 10:00 a.m. as soon as practicable
following the date on which all conditions to the obligations of the parties
hereunder (other than those requiring an exchange of certificates, opinions or
other documents, or the taking of other action, at the Closing) have been
satisfied or waived but no later than the earlier of a date ten (10) business
days following the satisfaction of all conditions described in Sections 6.2 and
7.2 or April 30, 1996.  The date on which the Closing occurs is herein referred
to as the "Closing Date".

         (c)  DELIVERIES AT THE CLOSING.  Subject to the conditions set forth
in this Agreement, at the Closing:

              (i)  the Stockholders shall deliver to Sub (A) certificates
    representing the Shares bearing the restrictive legend customarily placed
    on securities that have not been registered under applicable federal and
    state securities laws and accompanied by stock powers as required by
    SECTION 1.1(a)(i) hereof, and any other documents that are necessary to
    transfer to Sub good title to all the Shares, and (B) all


                                          2


    opinions, certificates and other instruments and documents required to be
    delivered by the Stockholders at or prior to the Closing or otherwise
    required in connection herewith;

              (ii)   Sub shall pay and deliver to the Stockholders funds as
    required by SECTION 1.1(a)(ii) hereof and all opinions, certificates and
    other instruments and documents required to be delivered by Sub at or prior
    to the Closing or otherwise required in connection herewith;

              (iii)  Rayman & Keffer Investments ("Landlord"), a Georgia
    partnership having the two (2) Stockholders as equal partners, and the
    Company shall enter into a lease for the real property used in the business
    of the Company in a form mutually acceptable to the parties (the "Lease")
    and the Stockholders shall guarantee the performance of the Landlord's
    obligations thereunder and UAG shall guarantee the performance and
    obligations of Sub thereunder.  The Lease shall be for a twenty (20) year
    term commencing on the Closing Date.  The initial lease rate shall be the
    [current lease rate] per year ("Base Rate"), payable monthly, and (x) on
    the fifth anniversary of the Closing Date (the "Fifth Anniversary") shall
    increase to an amount equal to the Base Rate plus an amount equal to a
    percentage of the Base Rate, which percentage shall be three-fourths (3/4)
    of the percentage increase in the Consumer Price Index published from time
    to time by the United States Department of Labor ("CPI") between the
    Closing Date and the Fifth Anniversary (such increased lease rate
    hereinafter the "Increased Rate"), and (y) on the tenth anniversary of the
    Closing Date (the "Tenth Anniversary") shall increase to an amount equal to
    the Increased Rate plus an amount equal to a percentage of the Increased
    Rate, which percentage shall be three-fourths (3/4) of the percentage
    increase in the CPI between the Fifth Anniversary and the Tenth Anniversary
    (such increased lease rate being referred to as the "Second Increased
    Rate"), and (z) on the fifteenth anniversary of the Closing Date (the
    "Fifteenth Anniversary") shall increase to an amount equal to the Second
    Increased Rate plus an amount equal to a percentage of the Second Increased
    Rate, which percentage shall be three-fourths (3/4) of the percentage
    increase in the CPI between the Tenth Anniversary and the Fifteenth
    Anniversary (such increased lease rate being referred to as the "Third
    Increased Rate").  The lease shall provide the Company with


                                          3


    the option to extend the lease term for an additional five-year period 
(the "First Option") commencing on the twentieth anniversary of the Closing 
Date ("Twentieth Anniversary") at a rate equal to the Third Increased Rate 
plus a percentage of the Third Increased Rate, which percentage shall be 
three-fourths (3/4) of the percentage increase in the CPI between the 
Fifteenth Anniversary and the Twentieth Anniversary (such increased lease 
rate being referred to as the "Fourth Increased Rate").  The lease shall 
further provide that, in the event the Company exercises the First Option, 
the Company shall have the option to extend the lease term for an additional 
five-year period commencing with the twenty-fifth anniversary of the Closing 
Date ("Twenty-Fifth Anniversary") at a rate equal to the Fourth Increased 
Rate plus a percentage of the Fourth Increased Rate, which percentage shall 
be three-fourths (3/4) of the percentage increase in the CPI between the 
Twentieth Anniversary and the Twenty-Fifth Anniversary.

1.2 NET WORTH ADJUSTMENT.

         (a)  As soon as practicable after the Closing Date, the Stockholders
shall deliver to Sub a balance sheet of the Company dated as of the Closing Date
(such balance sheet so delivered is referred to herein as the "Closing Date
Balance Sheet").  The Closing Date Balance Sheet shall be prepared in good faith
on the same basis and in accordance with the accounting principles, methods and
practices used in preparing the Company Financial Statements (as defined in
SECTION 2.5 hereof), subject to the modifications, adjustments and exceptions to
such accounting principles, methods and practices set forth on SCHEDULE 1.2(a)
hereto (such accounting principles, methods and practices as so modified and
adjusted, and such procedures, are referred to herein as the "Accounting
Principles").  In connection with the preparation of the Closing Date Balance
Sheet, the Stockholders and the Company and the Reviewer (as defined below) and
other representatives of Sub will conduct a physical inventory at each location
where inventory is held by the Company.  From the results of such inventory and
prior to the Closing Date, Sub and the Stockholders (or the respective
representatives thereof) will prepare a schedule, which shall be signed by each
of Sub and the Stockholders, setting forth the nature and quality of such
inventory and such other items as shall be agreed upon by Sub and


                                          4




the Stockholders to be included in the Closing Date Balance Sheet.

         (b)  Within forty-five (45) days after delivery of the Closing Date
Balance Sheet, (i) Coopers & Lybrand or such other national accounting firm (the
"Reviewer") selected by Sub, shall audit or otherwise review the Closing Date
Balance Sheet in such manner as Sub and the Reviewer deem appropriate, and (ii)
Sub shall deliver such reviewed balance sheet (the "Reviewed Balance Sheet"),
together with the Reviewer's report thereon, to the Stockholders.  The Reviewed
Balance Sheet (i) shall be prepared on the same basis and in accordance with the
Accounting Principles and (ii) shall include a schedule showing the computation
of the Final Net Worth (as defined in SECTION 1.2(g)(i) hereof), computed in
accordance with the definition of Net Worth set forth in SECTION 1.2(g)(ii)
hereof.  Sub and the Reviewer shall have the opportunity to consult with the
Stockholders, the Company and each of the accountants and other representatives
of the Stockholders and the Company and examine the work papers, schedules and
other documents prepared by the Stockholders, the Company and each of such
accountants and other representatives during the preparation of the Closing Date
Balance Sheet.  The Stockholders and the Stockholders' independent public
accountants shall have the opportunity to consult with the Reviewer and examine
the work papers, schedules and other documents prepared by Sub and the Reviewer
during the preparation of the Reviewed Balance Sheet.

         (c)  The Stockholders shall have a period of forty-five (45) days
after delivery to the Stockholders of the Reviewed Balance Sheet to present in
writing to Sub all objections the Stockholders may have to any of the matters
set forth or reflected therein, which objections shall be set forth in
reasonable detail.  During said forty-five (45) day period, the Stockholders,
their accountants and other representatives of the Stockholders may, at the
office of the Company or the office of the Reviewer, as determined by
Stockholders, examine Reviewer's work papers, schedules, research notes and all
correspondence between Reviewer and Sub or UAG or any representative of Sub or
UAG, which relate to the Closing Date Balance Sheet or Reviewed Balance Sheet
and any entry thereto made, considered or proposed by Reviewer.  If no
objections are raised within such 45-day period, the Reviewed Balance Sheet
shall be deemed accepted and approved by the Stockholders and a supplemental
closing (the


                                          5


"Supplemental Closing") shall take place within five (5) Business Days following
the expiration of such 45-day period, or on such other date as may be mutually
agreed upon in writing by Sub and the Stockholders.

         (d)  If the Stockholders shall raise any objection within the 45-day
period, Sub and the Stockholders shall attempt to resolve the matter or matters
in dispute and, if resolved, the Supplemental Closing shall take place within
five (5) Business Days following such resolution.

         (e)  If such dispute cannot be resolved by Sub and the Stockholders
within sixty (60) days after the delivery of the Reviewed Balance Sheet, then
the specific matters in dispute shall be submitted to a firm of independent
certified public accountants having a reputation for special expertise in
automobile dealership accounting and mutually acceptable to Sub and the
Stockholders, which firm shall make a final and binding determination as to such
matter or matters.  Such accounting firm shall send its written determination to
Sub and the Stockholders and the Supplemental Closing, if any, shall take place
five (5) Business Days following the receipt of such determination by Sub and
the Stockholders.  The fees and expenses of the accounting firm referred to in
this SECTION 1.2(e) shall be paid one half by Sub and one half by the
Stockholders.

         (f)  Sub and the Stockholders agree to cooperate with each other and
each other's authorized representatives and with any accounting firm selected by
Sub and the Stockholders pursuant to SECTION 1.2 (e) hereof in order that any
and all matters in dispute shall be resolved as soon as practicable.

         (g)  (i)  If the Net Worth as shown on the Reviewed Balance Sheet as
finally determined through the operation of SECTIONS 1.2 (a) THROUGH (e) hereof
(such amount being referred to herein as the "Final Net Worth") shall be less
than One Million Eight Hundred Thousand Dollars ($1,800,000.00) (the amount of
any such deficiency being referred to herein as the "Net Worth Deficiency"), the
Stockholders shall pay to Sub at the Supplemental Closing, by wire transfer of
immediately available funds to an account designated in writing by Sub within
two (2) Business Days of the date of the Supplemental Closing, an amount equal
to the Net Worth Deficiency, together with interest on such amount from the
Closing Date to the date of the Supplemental Closing at the


                                          6


prime rate or its equivalent (as announced from time to time by Citibank, N.A.).

              (i)    If the Final Net Worth shall be more than One Million
Eight Hundred Thousand Dollars ($1,800,000.00) (the amount of any such excess
being referred to herein as the "Net Worth Excess"), Sub shall pay to the
Stockholders at the Supplemental Closing, by wire transfer of immediately
available funds to an account designated in writing by the Stockholders within
two (2) Business Days of the date of the Supplemental Closing, an amount equal
to the Net Worth Excess, together with interest on such amount from the Closing
Date to the date of the Supplemental Closing at the prime rate or its equivalent
(as announced from time to time by Citibank, N.A.).

              (ii)   "Net Worth" computed in connection with the Closing Date
Balance Sheet and the Reviewed Balance Sheet shall mean the amount by which the
total assets exceed the total liabilities reflected, in each case, on the
balance sheet of Company comprising the Closing Date Balance Sheet or the
Reviewed Balance Sheet, as the case may be.

1.3 PURCHASE AND SALE OF THE COMPUTER.

         The Computer system presently utilized by Company is separately owned
by Stockholders and accordingly will not appear as an asset of the Company on
the Closing Date Balance Sheet.  Sub agrees, as of the Closing Date, to acquire
said Computer System from Stockholders for One Hundred Seventy Five Thousand
Dollars ($175,000) and to make payment therefor in the manner described in
Section 1.1(a)(ii).  The Computer System shall be transferred to Sub (or Company
at Sub's election) free and clear of all liens and encumbrances and subject to
all of the other representations and warranties of Stockholders contained in the
Agreement.


                                          7


                                      ARTICLE 2
                            REPRESENTATIONS AND WARRANTIES
                         OF THE COMPANY AND THE STOCKHOLDERS

         Subject to the parties' agreement and acknowledgement that certain of
the Schedules referred to in this Article 2 are to be delivered by the Company
and the Stockholders after the execution and delivery of this Agreement, the
Company and the Stockholders hereby jointly and severally represent and warrant
to UAG and Sub as follows:

2.1 ORGANIZATION AND GOOD STANDING.

         The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Georgia and has the corporate power
and authority to own, lease and operate the properties used in its business and
to carry on its business as now being conducted.  The Company is duly qualified
to do business and is in good standing as a foreign corporation in each state
and jurisdiction where qualification as a foreign corporation is required,
except for such failures to be qualified and in good standing, if any, which
when taken together with all other such failures of the Company would not, or
could not reasonably be expected to, in the aggregate have a Material Adverse
Effect (as defined in SECTION 10.11 hereof).  SCHEDULE 2.1(a) hereto lists (i)
the states and other jurisdictions where the Company is so qualified and (ii)
the assumed names under which the Company conducts business and has conducted
business during the past five years.  Attached as SCHEDULE 2.1(b) are complete
and correct copies of the Company's Articles of Incorporation and Bylaws as
amended and presently in effect.

2.2 SUBSIDIARIES.

         The Company does not have any interest or investment in any Person (as
defined in SECTION 10.11 hereof).


                                          8


2.3 CAPITALIZATION.

         The authorized stock of the Company and the number of shares of
capital stock that are issued and outstanding are set forth on SCHEDULE 2.3
hereto.  The shares listed on SCHEDULE 2.3 hereto constitute all the issued and
outstanding shares of capital stock of the Company and have been validly
authorized and issued, are fully paid and nonassessable, have not been issued in
violation of any preemptive rights or of any federal or state securities law and
no personal liability attaches to the ownership thereof.  There is no security,
option, warrant, right, call, subscription, agreement, commitment or
understanding of any nature whatsoever, fixed or contingent, that directly or
indirectly (i) calls for the issuance, sale, pledge or other disposition of any
shares of capital stock of the Company or any securities convertible into, or
other rights to acquire, any shares of capital stock of the Company, or (ii)
obligates the Company to grant, offer or enter into any of the foregoing, or
(iii) relates to the voting or control of such capital stock, securities or
rights, except as provided in this Agreement. The Company has not agreed to
register any securities under the Securities Act.

2.4  AUTHORITY; APPROVALS AND CONSENTS.

         The Company has the corporate power and authority to enter into this
Agreement and the Lease and to perform its obligations hereunder and thereunder.
The execution, delivery and performance of this Agreement and the Lease and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized and approved by the Board of Directors of the Company and no other
corporate proceedings on the part of the Company are necessary to authorize and
approve this Agreement or the Lease and the transactions contemplated hereby and
thereby.  This Agreement has been, and on the Closing Date the Lease will be,
duly executed and delivered by, and constitute a valid and binding obligation
of, the Company, enforceable against the Company in accordance with its terms.
The execution, delivery and performance by the Company and the Stockholders of
this Agreement and the Lease and the consummation of the transactions
contemplated hereby and thereby do not and will not:

              (i)    contravene any provisions of the Articles of Incorporation
    or By-Laws of the Company;


                                          9


              (ii)   (after notice or lapse of time or both) conflict with,
    result in a breach of any provision of, constitute a default under, result
    in the modification or cancellation of, or give rise to any right of
    termination or acceleration in respect of, any Company Agreement (as
    defined in SECTION 2.15 hereof) or, require any consent or waiver of any
    party to any Company Agreement;

              (iii)  result in the creation of any Lien upon, or any Person
    obtaining any right to acquire, any properties, assets or rights of the
    Company (other than the rights of Sub to acquire the Shares pursuant to
    this Agreement);

              (iv)   violate or conflict with any Legal Requirements (as
    defined in SECTION 2.9 hereof) applicable to the Company or any of its
    businesses or properties; or

              (v)    require any authorization, consent, order, permit or
    approval of, or notice to, or filing, registration or qualification with,
    any governmental, administrative or judicial authority, except the Georgia
    administrative agency governing the sale of motor vehicles, and except in
    connection with or in compliance with the provisions of the H-S-R Act (as
    defined in SECTION 5.11 hereof).

         Except as referred to above, no permit or approval of, or notice to
any governmental, administrative or judicial authority is necessary to be
obtained or made by the Company to enable the Company to continue to conduct its
business and operations and use its properties after the Closing in a manner
which is in all material respects consistent with that in which they are
presently conducted.

2.5 FINANCIAL STATEMENTS.

         Attached as SCHEDULE 2.5 are true and complete copies of:

              (i)    (A)the reviewed balance sheet of the Company as of
    December 31, 1995 (the "Company Balance Sheet"), and the related statements
    of income, stockholders' equity and cash flow for the fiscal year ended
    December 31, 1995, together with the notes thereto, in each case examined
    by and accompanied by the report of independent certified public


                                          10


    accountants, and (B) the reviewed balance sheet of the Company as of
    December 31, 1994, and the related statements of income, stockholders'
    equity and cash flow for the fiscal year ended December 31, 1994, together
    with the notes thereto, in each case examined by and accompanied by the
    report of independent certified public accountants; and

              (ii)   the most recent monthly and year-to-date financial
    statements provided to Nissan Motor Corporation USA (the "Company Factory
    Statements");

(the financial statements referred to in clause (i) above, including the notes
thereto, being referred to herein collectively as the "Company Financial
Statements").  The Company Financial Statements, which reflect that Company and
the Stockholders have elected to taxation under Subchapter S of the Internal
Revenue Code of 1986, as amended (the "Code"), are in accordance with the books
and records of the Company, fairly present the consolidated financial position,
results of operations, stockholders' equity and changes in the financial
position  of the Company as of the dates and for the periods indicated, in the
case of the financial statements referred to in clause (i) above in conformity
with GAAP consistently applied (except as otherwise indicated in such
statements) during such periods, and can be legitimately reconciled with the
financial statements and the financial records maintained and the accounting
methods applied by the Company for federal income tax purposes, and the
unaudited financial statements included in the Company Financial Statements
include all adjustments, which consist of only normal recurring accruals,
necessary for such fair presentations.  The statements of income included in the
Company Financial Statements do not contain any items of special or nonrecurring
income except as expressly specified therein, and the balance sheets included in
the Company Financial Statements do not reflect any write-up or revaluation
increasing the book value of any assets from their acquisition cost except as
expressly stated therein.  The books and accounts of the Company are complete
and correct in all material respects and fairly reflect all of the transactions,
items of income and expense and all assets and liabilities of the businesses of
the Company consistent with prior practices of the Company.

2.6  ABSENCE OF UNDISCLOSED LIABILITIES.


                                          11


         The Company does not have any liability of any nature whatsoever
(whether known or unknown, due or to become due, accrued, absolute, contingent
or otherwise), including, without limitation, any unfunded obligation under
employee benefit plans or arrangements as described in SECTION 2.17 AND 2.18
hereof or liabilities for Taxes (as defined in SECTION 2.8 hereof), except for
(i) liabilities reflected or reserved against in the Closing Date Balance Sheet,
(ii) current liabilities incurred in the ordinary course of business and
consistent with past practice after the date of the Closing Date Balance Sheet
which relate to matters occurring prior to the Closing Date and which,
individually and in the aggregate, do not have, and cannot reasonably be
expected to have, a Material Adverse Effect, and (iii) liabilities disclosed on
SCHEDULE 2.6 hereto.  Provided, however, the existence of a liability or
liabilities not reserved against in the Closing Statement Balance Sheet shall
not be deemed a violation of this representation and warranty unless and except
to the extent that there is an increase in the net amount of liabilities
reflected in the Reviewed Balance Sheet.  The Company is not a party to any
Company Agreement, or subject to any articles of incorporation or bylaw
provision, any other corporate limitation or any Legal Requirement which has, or
can reasonably be expected to have, a Material Adverse Effect.

2.7  ABSENCE OF MATERIAL ADVERSE EFFECT; CONDUCT OF BUSINESS.

         (a)  Since December 31, 1994, except as set forth on SCHEDULE 2.7(a)
hereto, the Company has operated in the ordinary course of business consistent
with past practice and there has not been:

              (i)    any material adverse change in the assets, properties,
    business, operations, prospects, net income or financial condition of the
    Company and no factor, event, condition, circumstance or prospective
    development exists which threatens or may threaten to have a Material
    Adverse Effect;

              (ii)   any material loss, damage, destruction or other casualty
    to the property or other assets of the Company, whether or not covered by
    insurance;

              (iii)  any change in any method of accounting or accounting
    practice of the Company; or


                                          12


              (iv)   any loss of the employment, services or benefits of any
    key employee of the Company.

         (b)  Since December 31, 1994, except as set forth in SCHEDULE 2.7(b)
hereto, the Company has not:

              (i)    incurred any material obligation or liability (whether
    absolute, accrued, contingent or otherwise), except in the ordinary course
    of business consistent with past practice;

              (ii)   failed to disclose or satisfy any lien or pay or satisfy
    any obligation or liability (whether absolute, accrued, contingent or
    otherwise), other than liabilities being contested in good faith and for
    which adequate reserves have been provided and liabilities incurred to
    acquire vehicles in inventory;

         (iii)  mortgaged, pledged or subjected to any lien any of its property
    or other assets except for floor plan liens, mechanics' liens, and liens
    for taxes not yet due and payable;

              (iv)   sold or transferred any assets or cancelled any debts or
    claims or waived any rights, except in the ordinary course of business
    consistent with past practice;

              (v)    defaulted on any material obligation;

              (vi)   entered into any material transaction, except in the
    ordinary course of business consistent with past practice;

         (vii)  through the date illustrated on the last Company Factory
    Statement written down the value of any inventory or written off as
    uncollectible any accounts receivable or any portion thereof not reflected
    in the Company Financial Statements;

         (viii)  granted any increase in the compensation or benefits of
    employees other than increases in accordance with past practice not
    exceeding 10% or entered into any employment or severance agreement or
    arrangement with any of them;


                                          13


              (ix)   made any individual capital expenditure in excess of
    $75,000, or aggregate capital expenditures in excess of $200,000, or
    additions to property, plant and equipment other than ordinary repairs and
    maintenance;

              (x)    discontinued any franchise or the sale of any products or
    product line;

         (xi)  incurred any obligation or liability to any employee for the
    payment of severance benefits; or

              (x)    entered into any agreement or made any commitment to do
    any of the foregoing.

2.8 TAXES.

         The Company and, for any period during all or part of which the tax
liability of any other corporation was determined on a combined or consolidated
basis with the Company any such other corporation, have filed timely all
federal, state, local and foreign tax returns, reports and declarations required
to be filed (or have obtained or timely applied for an extension with respect to
such filing) correctly reflecting the Taxes (as defined below) and all other
information required to be reported thereon and have paid, or made adequate
provision for the payment of, all Taxes which are due pursuant to such returns
or pursuant to any assessment received by the Company or any such other
corporation.  As used herein, "Taxes" shall mean all taxes, fees, levies or
other assessments, including but not limited to income, excise, property
(including property taxes paid by the Company pursuant to any lease), sales,
franchise, withholding, social security and unemployment taxes imposed by the
United States, any state, county, local or foreign government, or any
subdivision or agency thereof or taxing authority therein, and any interest,
penalties or additions to tax relating to such taxes, charges, fees, levies or
other assessments.  Copies of all tax returns for each fiscal year since the
formation of the Company have been furnished or made available to UAG or its
representatives and such copies are accurate and complete as of the date hereof.
The Company has also furnished or made available to UAG correct and complete
copies of all notices and correspondence sent or received since the formation of
the Company by the Company to or from any federal, state or local tax
authorities.  The Company


                                          14


has adequately reserved for the payment of all Taxes with respect to periods
ended on, prior to or through the date of the Company Balance Sheet for which
tax returns have not yet been filed.  In the ordinary course, the Company makes
adequate provision on its books for the payment of all Taxes (including for the
current fiscal period) owed by the Company.  Except to the extent reserves
therefor are reflected on the Company Balance Sheet, the Company is not liable,
or will not become liable, for any Taxes for any period ending on, prior to or
through the date of the Company Balance Sheet.  On the Closing Date Balance
Sheet, the Company will have adequately reserved for the payment of any Taxes
for any period ending on, prior to or through the date of the Closing Date
Balance Sheet.  Except as set forth on SCHEDULE 2.8 hereto, the Company has not
been subject to a federal or state tax audit of any kind, and no adjustment has
been proposed by the Internal Revenue Service ("IRS") with respect to any return
for any subsequent year.  With respect to the audits referred to on SCHEDULE 2.8
hereto, no such audit has resulted in an adjustment in excess of $50,000.
Neither the Company nor the Stockholders knows of any basis for an assertion of
a deficiency for Taxes against the Company.  The Stockholders will cooperate
with the Company in the filing of any returns and in any audit or refund claim
proceedings involving Taxes for which the Company may be liable or with respect
to which the Company may be entitled to a refund.  Sub and UAG acknowledge that
so long as Company has made a valid election to be taxed under Subchapter S of
the Code, Company's books will not reflect any accrual for unpaid income taxes.


                                          15


2.9 LEGAL MATTERS.

         (a)  Except as set forth on SCHEDULE 2.9(a) hereto, (i) there is no
claim, action, suit, litigation, investigation, inquiry, review or proceeding
(collectively, "Claims") pending against, or, to the knowledge of the Company or
the Stockholders, threatened against or affecting, the Company, any ERISA Plan
(as defined in SECTION 2.18(a) hereof) or any of their respective assets,
properties or rights before or by any court, arbitrator, panel, agency or other
governmental, administrative or judicial entity, domestic or foreign, nor is any
basis known to the Stockholders or the Company for any such Claims, and (ii) the
Company is not subject to any judgment, decree, writ, injunction, ruling or
order (collectively, "Judgments") of any governmental, administrative or
judicial authority, domestic or foreign.  SCHEDULE 2.9(a) hereto identifies each
Claim and Judgment disclosed thereon which is fully covered by an insurance
policy.

         (b)  The businesses of the Company are being conducted in compliance
with all laws, ordinances, codes, rules, regulations, standards, judgments and
other requirements of all governmental, administrative or judicial entities
(collectively, "Legal Requirements") applicable to the Company or any of its
respective businesses or properties, except where the failure to be in such
compliance could not reasonably be expected to have a Material Adverse Effect.
The Company holds, and is in compliance with, all franchises, licenses, permits,
registrations, certificates, consents, approvals or authorizations
(collectively, "Permits") required by all applicable Legal Requirements except
where the failure to hold or be in compliance with such Permits could not
reasonably be expected to have a Material Adverse Effect.  A list of all such
permits is set forth on SCHEDULE 2.9(b) hereof.

         (c)  The Company owns or holds all Permits material to the conduct of
its business.  No event has occurred and is continuing which permits, or after
notice or lapse of time or both would permit, any modification or termination of
any Permit.

2.10 PROPERTY.

         (a)  The properties and assets owned by or leased to the Company are
adequate for the conduct of the respective businesses of the Company as
presently conducted.  Set forth on SCHEDULE 2.10 hereto is a list of all
interests in real property owned by


                                          16


or leased to the Company (including all real property owned or leased by the
Stockholders (directly or indirectly) and used in the businesses of the Company)
and of all options or other contracts to acquire any such interest
(collectively, the "Real Property ").  All improvements to the Real Property
("Improvements") and all machinery, equipment and other tangible property owned
or used by or leased to the Company are in good operating condition and in good
repair and are fit for the particular purposes for which they are used by the
Company, subject only to ordinary wear and tear.  Such tangible properties and
all Improvements owned or leased by the Company conform in all material respects
with all applicable laws, ordinances, rules and regulations and other Legal
Requirements and such Improvements do not encroach in any respect on property of
others.  There are no latent defects with respect to the Improvements.  The Real
Property is currently zoned to permit the conduct of the respective businesses
of the Company as presently conducted.  A Certificate of Occupancy has been
issued with respect to the Improvements without special conditions or
restrictions.  All utilities servicing the Real Property and the Improvements
are provided by publicly-dedicated utility lines and are located within public
rights-of-way and do not cross or encumber any private land.  No notice of any
pending, threatened or contemplated action by any governmental authority or
agency having the power of eminent domain has been given to the Company or the
Stockholders with respect to the Real Property.

2.11 ENVIRONMENTAL MATTERS.

         (a)  Except as set forth on SCHEDULE 2.11(a) hereto, (i) the Company,
the Real Property, the Improvements and any property formerly owned, occupied or
leased by the Company are in full compliance with all Environmental Laws (as
defined below), (ii) the Company has obtained all Environmental Permits (as
defined below), (iii) such Environmental Permits are in full force and effect,
and (iv) the Company is in full compliance with all terms and conditions of such
Environmental Permits.  As used herein, "Environmental Laws" shall mean all
applicable requirements of environmental, public or employee health and safety,
public or community right-to-know, ecological or natural resource laws or
regulations or controls, including all applicable requirements imposed by any
law (including without limitation common law), rule, order, or regulations of
any federal, state, or local executive, legislative, judicial, regulatory, or
administrative


                                          17


agency, board, or authority, or any applicable private agreement (such as
covenants, conditions and restrictions), which relate to, (i) noise, (ii)
pollution or protection of the air, surface water, groundwater, or soil, (iii)
solid, gaseous, or liquid waste generation, treatment, storage, disposal or
transportation, (iv) exposure to Hazardous Materials (as defined below), or (v)
regulation of the manufacture, processing, distribution and commerce, use, or
storage of Hazardous Materials.  As used herein, "Environmental Permits" shall
mean all permits, licenses, approvals, authorizations, consents or registrations
required under applicable Environmental Law in connection with the ownership,
use and/or operation of the Company's business or the Real Property or
Improvements.

         As used in this SECTION 2.11, "Hazardous Materials" shall mean,
collectively, (i) those substances included within the definitions of or
identified as "hazardous chemicals," "hazardous waste," "hazardous substances,"
"hazardous materials," "toxic substances" or similar terms in or pursuant to,
without limitation, the Comprehensive Environmental Response Compensation and
Liability Act of 1980 (42 U.S.C. 9601 ET SEQ.) ("CERCLA"), as amended by
Superfund Amendments and Reauthorization Act of 1986 (Pub.  L. 99-499, 100
State, 1613), the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
Section 6901 ET SEQ.) ("RCRA"), the Occupational Safety and Health Act of 1970
(29 U.S.C. Section 651 ET SEQ.) ("OSHA"), and the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1801 ET SEQ. ("HMTA"), and in the
regulations promulgated pursuant to such laws, all as amended, (ii) those
substances listed in the United States Department of Transportation Table (49
CFR 172.101 and amendments thereto) or by the Environmental Protection Agency
(or any successor agency) as hazardous substances (40 CFR part 302 and
amendments thereto), (iii) any material, waste or substance which is or contains
(A) petroleum, including crude oil or any fraction thereof, natural gas, or
synthetic gas usable for fuel or any mixture thereof, (B) asbestos, (C)
polychlorinated biphenyls, (D) designated as a "hazardous substance" pursuant to
Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 ET SEQ. (33 U.S.C.
Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C. Section 1317), (E) flammable explosives, (F) radioactive materials, and
(iv) such other substances, materials and wastes which are or become regulated
or classified as hazardous, toxic or as "special wastes" under any Environmental
Laws.


                                          18


         (b)  The Company and the Stockholders have not violated, done or
suffered any act which could give rise to liability under, and are not otherwise
exposed to liability under, any Environmental Law.  No event has occurred with
respect to the Real Property, the Improvements or any property formerly owned,
occupied or leased by the Company, which, with the passage of time or the giving
of notice, or both, would constitute a violation of or non-compliance with any
applicable Environmental Law.  The Company has no contingent liability under any
Environmental Law.  There are no liens under any Environmental Law on the Real
Property.

         (c)  Except as set forth on SCHEDULE 2.11(c) hereto, (i) neither the 
Company, the Real Property or any portion thereof, the Improvements or any 
property formerly owned, occupied or leased by the Company, nor, to the 
knowledge of the Company or the Stockholders, any property adjacent to the 
Real Property is being used or has been used for the treatment, generation, 
transportation, processing, handling, production or disposal of any Hazardous 
Materials or as a landfill or other waste disposal site (provided, however, 
that certain petroleum products are stored and handled on the Real Property 
in the ordinary course of the Company's business in full compliance with all 
Environmental Laws including the existing regulations of the United States 
Environmental Protection Agency and the State of Georgia requiring spill 
protection, overfill protection and corrosion protection by December 22, 
1998), (ii) none of the Real Property or portion thereof, the Improvements or 
any property formerly owned, occupied or leased by the Company has been 
subject to investigation by any governmental authority evaluating the need to 
investigate or undertake Remedial Action (as defined below) at such property, 
and (iii) none of the Real Property, the Improvements or any property 
formerly owned, occupied or leased by the Company, or, to the knowledge of 
the Company or the Stockholders, any site or location where the Company sent 
waste of any kind, is identified on the current or proposed (A) National 
Priorities List under 40 C.F.R. 300 Appendix B, (B) Comprehensive 
Environmental Response Compensation and Liability Inventory System list, or 
(C) any list arising from any statute analogous to CERCLA.  As used herein, 
"Remedial Action" shall mean any action required to (i) clean up, remove or 
treat Hazardous Materials, (ii) prevent a release or threat of release of any 
Hazardous Material, (iii) perform pre-remedial studies, investigations or 
post-remedial monitoring and care, (iv) cure a violation of Environmental Law

                                          19


or (v) take corrective action under sections 3004(u), 3004(v) or 3008(h) of RCRA
or analogous state law.

         (d)   Except as set forth on SCHEDULE 2.11(d) hereto, there have been
and are no (i) aboveground or underground storage tanks, subsurface disposal
systems, or wastes, drums or containers disposed of or buried on, in or under
the ground or any surface waters, (ii) asbestos or asbestos containing materials
or radon gas, (iii) polychlorinated biphenyls ("PCB") or PCB-containing
equipment, including transformers, or (iv) wetlands (as defined under any
Environmental Law) located within any portion of the Real Property, nor have any
liens been placed upon any portion of the Real Property, the Improvements or any
property formerly owned, occupied or leased by the Company in connection with
any actual or alleged liability under any Environmental Law.

         (e)   Except as set forth on SCHEDULE 2.11(e) hereto, (i) there is no
pending or threatened claim, litigation, or administrative proceeding, or known
prior claim, litigation or administrative proceeding, arising under any
Environmental Law involving any of the Company, the Real Property, the
Improvements, any property formerly owned, leased or occupied by the Company,
any offsite contamination affecting the business of the Company or any
operations conducted at the Real Property, (ii) there are no ongoing
negotiations with or agreements with any governmental authority relating to any
Remedial Action or other environmentally related claim, (iii) the Company has
not submitted notice pursuant to Section 103 of CERCLA or analogous statute or
notice under any other applicable Environmental Law reporting a release of a
Hazardous Material into the environment, and (iv) the Company has not received
any notice, claim, demand, suit or request for information from any governmental
or private entity with respect to any liability or alleged liability under any
Environmental Law, nor to knowledge of the Stockholders and the Company, has any
other entity whose liability therefor, in whole or in part, may be attributed to
the Company, received such notice, claim, demand, suit or request for
information.

         (f)   The Stockholders and the Company have provided to UAG all
environmental studies and reports obtained by them or known to them pertaining
to the Real Property, the Improvements, the Company and any property formerly
owned, occupied or leased by the Company, and have permitted (or will have
permitted as of


                                          20


the Closing Date), the testing of the soil, groundwater, building components,
tanks, containers and equipment on the Real Property, the Improvements, and any
property formerly owned, occupied or leased by the Company, by UAG or UAG's
agents or experts as they have or shall have deemed necessary or appropriate to
confirm the condition of such properties.

2.12 INVENTORIES.

         The values at which inventories are carried on the Company Balance
Sheet reflect the normal inventory valuation policies of the Company
incorporating the LIFO method for new vehicles, and such values are in
conformity with GAAP consistently applied. All inventories reflected on the
Company Balance Sheet and Company Factory Statement or arising since the date
thereof are currently marketable and can reasonably be anticipated to be sold at
normal mark-ups within 120 days after the date hereof in the ordinary course of
business (subject to the reserve for obsolete, off-grade or slow-moving items
that is reflected in the Company Balance Sheet or will be reflected in the
Closing Date Balance Sheet), except for spare parts inventory which inventory is
good and usable.

2.13 ACCOUNTS RECEIVABLE.

         In the aggregate all accounts receivable reflected on the Company
Balance Sheet are, and all accounts receivable that will be or will have been
reflected on the Closing Date Balance Sheet will be, good, and to the extent of
the net amount (I.E., after any reserve for doubtful or uncollectible accounts)
have been or will have been collected or are collectible, without resort to
litigation, within 90 days of the Closing Date, and are subject to no defenses,
setoffs or counterclaims other than normal cash discounts accrued in the
ordinary course of business.


                                          21


2.14 INSURANCE.

         Except for the lives of key personnel all material properties and
assets of the Company which are of an insurable character are insured against
loss or damage by fire and other risks to the extent and in the manner
reasonable in light of the risks attendant to the businesses and activities in
which the Company is engaged and customary for companies engaged in similar
businesses or owning similar assets.  Set forth on SCHEDULE 2.14 hereto is a
list and brief description (including the name of the insurer, the type of
coverage provided, the amount of the annual premium for the current policy
period, the amount of remaining coverage and deductibles and the coverage
period) of all policies for such insurance and the Company has made or will make
available to UAG true and complete copies of all such policies.  All such
policies are in full force and effect sufficient for all applicable requirements
of law and will not in any way be effected by or terminated or lapsed by reason
of the consummation of the transactions contemplated by this Agreement and the
Lease.  No notice of cancellation or non-renewal with respect to, or
disallowance of any claim under, any such policy has been received by the
Company.

2.15 CONTRACTS; ETC.

         As used in this Agreement, the term "Company Agreements" shall mean
all mortgages, indenture notes, agreements, contracts, leases, licenses,
franchises, obligations, instruments or other commitments, arrangements or
understandings of any kind, whether written or oral, binding or non-binding,
(including all leases and other agreements referred to on SCHEDULE 2.10 hereto)
to which the Company is a party or by which the Company or any of its assets or
properties (including the Real Property and the Improvements) may be bound or
affected, including all amendments, modifications, extensions or renewals of any
of the foregoing.  Set forth on SCHEDULE 2.15 hereto is a complete and accurate
list of each Company Agreement which is material to the businesses, operations,
assets, condition (financial or otherwise) or prospects of the Company.  True
and complete copies of all written Company Agreements referred to on SCHEDULE
2.15 and SCHEDULE 2.10 hereto, exclusive of individual vehicle titles and/or
manufacturer's certificates of origin and floor plan liens applicable to
individual vehicles, have been delivered or made available to UAG, and the
Company has provided UAG with accurate


                                          22


and complete written summaries of all such Company Agreements which are
unwritten.  Except as set forth on SCHEDULE 2.15, the Company is not, nor, to
the knowledge of the Company and the Stockholders is, any other party thereto,
in breach of or default under any Company Agreement, and no event has occurred
which (after notice or lapse of time or both) would become a breach or default
under, or would permit modification, cancellation, acceleration or termination
of, any Company Agreement or result in the creation of any Lien upon, or any
Person obtaining any right to acquire, any properties, assets or rights of the
Company in any such case where such breach, default or other event would have,
or could reasonably be expected to have, a Material Adverse Effect.  There are
no material unresolved disputes involving any Company under any Company
Agreement.

2.16 LABOR RELATIONS.

         (a)  The Company has paid or made provision for the payment of all
salaries and accrued wages and has complied in all material respects with all
applicable laws, rules and regulations relating to the employment of labor,
including those relating to wages, hours, collective bargaining and the payment
and withholding of taxes, and has withheld and paid to the appropriate
governmental authority, or is holding for payment not yet due to such authority,
all amounts required by law or agreement to be withheld from the wages or
salaries of its employees.

         (b)  Except as described in Section 6.13 and as set forth on SCHEDULE
2.16(b) hereto, the Company is not a party to any (i) outstanding employment
agreements or contracts with officers or employees that are not terminable at
will, or that provide for payment of any bonus or commission, (ii) agreement,
policy or practice that requires it to pay termination or severance pay to
salaried, non-exempt or hourly employees (other than as required by law), (iii)
collective bargaining agreement or other labor union contract applicable to
persons employed by the Company, nor do the Stockholders or the Company know of
any activities or proceedings of any labor union to organize any such employees.
The Company has furnished to UAG complete and correct copies of all such
agreements ("Employment and Labor Agreements").  The Company has not breached or
otherwise failed to comply with any provisions of any Employment or Labor
Agreement.


                                          23


         (c)  Except as set forth in SCHEDULE 2.16(c) hereto, (i) there is no
unfair labor practice charge or complaint pending before the National Labor
Relations Board ("NLRB"), (ii) there is no labor strike, material slowdown or
material work stoppage or lockout actually pending or, to the Stockholders' or
the Company's knowledge, threatened, against or affecting the Company, and the
Company has not experienced any strike, material slow down or material work
stoppage, lockout or other collective labor action by or with respect to
employees of the Company, (iii) there is no representation claim or petition
pending before the NLRB or any similar foreign agency and no question concerning
representation exists relating to the employees of the Company, (iv) there are
no charges with respect to or relating to the Company pending before the Equal
Employment Opportunity Commission or any state, local or foreign agency
responsible for the prevention of unlawful employment-practices, (v) the Company
has not received formal notice from any federal, state, local or foreign agency
responsible for the enforcement of labor or employment laws of an intention to
conduct an investigation of the Company and, to the knowledge of the Company, no
such investigation is in progress and (vi) the consents of the unions that are
parties to any Employment and Labor Agreements are not required to complete the
transactions contemplated by this Agreement and the Documents.

         (d)  The Company has never caused any "plant closing" or "mass layoff"
as such actions are defined in the Worker Adjustment and Retraining Notification
Act, as codified at 29 U.S.C. Sections 2101-2109, and the regulations
promulgated therein.

2.17 EMPLOYEE BENEFIT PLANS.

         (a)  Set forth on SCHEDULE 2.17(a) hereto is a true and complete list
of:

              (i)    each employee pension benefit plan, as defined in Section
    3(2) of the Employee Retirement Income Security Act of 1974 ("ERISA"),
    maintained by the Company or to which the Company is required to make
    contributions ("Pension Benefit Plan"); and

              (ii)   each employee welfare benefit plan, as defined in Section
    3(i) of ERISA, maintained by the Company or to


                                          24


    which the Company is required to make contributions ("Welfare Benefit
    Plan").

         True and complete copies of all Pension Benefit Plans and Welfare
Benefit Plans (collectively, "ERISA Plans") have been delivered to or made
available to UAG together with, as applicable with respect to each such ERISA
Plan, trust agreements, summary plan descriptions, all IRS determination letters
or applications therefor with respect to any Pension Benefit Plan intended to be
qualified pursuant to Section 401 (a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and valuation or actuarial reports, accountant's opinions,
financial statements, IRS Form 5500s (or 5500-C or 5500-R) and summary annual
reports for the last three years.

         (b)  With respect to the ERISA Plans, except as set forth on SCHEDULE
2.17(b):

              (i)    there is no ERISA Plan which is a " multiemployer" plan 
    as that term is defined in Section 3(37) of ERISA ("Multiemployer Plan");

              (ii)   no event has occurred or (to the knowledge of the Company
    or the Stockholders) is threatened or about to occur which would constitute
    a prohibited transaction under Section 406 of ERISA or under Section 4975
    of the Code;

         (iii)  each ERISA Plan has operated since its inception in accordance
    with the reporting and disclosure requirements imposed under ERISA and the
    Code and has timely filed Form 5500e (or 5500-C or 5500-R) and predecessors
    thereof; and

              (iv)   no ERISA Plan is liable for any federal, state, local or
    foreign Taxes.

         (c)  Each Pension Benefit Plan intended to be qualified under Section
401(a) of the Code:

              (i)    has been qualified, from its inception, under Section
    401(a) of the Code, and the trust established thereunder has been exempt
    from taxation under Section 501(a) of the Code and is currently in
    compliance with applicable federal laws;


                                          25


              (ii)   has been operated, since its inception, in accordance with
    its terms and there exists no fact which would adversely affect its
    qualified status; and

         (iii)  is not currently under investigation, audit or review by the
    IRS or (to the knowledge of the Company or the Stockholders) no such action
    is contemplated or under consideration and the IRS has not asserted that
    any Pension Benefit Plan is not qualified under Section 401(a) of the Code
    or that any trust established under a Pension Benefit Plan is not exempt
    under Section 501(a) of the Code.

         (d)  With respect to each Pension Benefit Plan which is a defined
benefit plan under Section 414(j) and, for the purpose solely of SECTION
2.17(d)(iv) hereof, each defined contribution plan under Section 414(i) of the
Code:

              (i)    no liability to the Pension Benefit Guaranty Corporation
    ("PBGC") under Sections 4062-4064 of ERISA has been incurred by the Company
    since the effective date of ERISA and all premiums due and owing to the
    PBGC have been timely paid;

              (ii)   the PBGC has not notified the Company or any Pension
    Benefit Plan of the commencement of proceedings under Section 4042 of ERISA
    to terminate any such plan;

         (iii)  no event has occurred since the inception of any Pension
    Benefit Plan or (to the knowledge of the Company or the Stockholders) is
    threatened or about to occur which would constitute a reportable event
    within the meaning of Section 4043(b) of ERISA;

              (iv)   no Pension Benefit Plan ever has incurred any "accumulated
    funding deficiency" (as defined in Section 302 of ERISA and Section 412 of
    the Code); and

              (v)    if any of such Pension Benefit Plans were to be terminated
    on the Closing Date (A) no liability under Title IV of ERISA would be
    incurred by the Company and (B) all benefits accrued to the day prior to
    the Closing Date (whether or not vested) would be fully funded in
    accordance with the actuarial assumptions and method utilized by such plan
    for valuation purposes.


                                          26


         (e)  With respect to each Pension Benefit Plan, SCHEDULE 2.17(e)
contains a list of all Pension Benefit Plans to which ERISA has applied which
have been or are being terminated, or for which a termination is contemplated,
and a description of the actions taken by the PBGC and the IRS with respect
thereto.

         (f)  The approximate aggregate of the amounts of contributions by the
Company to be paid or accrued under ERISA Plans for the current fiscal year is
set forth on SCHEDULE 2.17(f) (the "Aggregate ERISA Contributions"), and the
Aggregate ERISA Contributions are not expected to exceed the total amount set
forth on SCHEDULE 2.17(f).  To the extent required in accordance with GAAP, the
Company Balance Sheet reflects in the aggregate an accrual of all amounts of
employer contributions accrued but unpaid by the Company under the ERISA Plans
as of the date of the Company Balance Sheet.

         (g)  With respect to any Multiemployer Plan (1) the Company has not,
since its formation, made or suffered a "complete withdrawal" or "partial
withdrawal" as such terms are respectively defined in Sections 4203 and 4205 of
ERISA; (2) there is no withdrawal liability of the Company under any
Multiemployer Plan, computed as if a "complete withdrawal" by the Company had
occurred under each such Plan as of December 31, 1995; and (3) the Company has
not received notice to the effect that any Multiemployer Plan is either in
reorganization (as defined in Section 4241 of ERISA) or insolvent (as defined in
Section 4245 of ERISA).

         (h)  With respect to the Welfare Benefit Plans:

              (i)    There are no liabilities of the Company under Welfare
    Benefit Plans with respect to any condition which relates to a claim filed
    on or before the Closing Date.

         (ii)  No claims for benefits are in dispute or litigation.

2.18 OTHER BENEFIT AND COMPENSATION PLANS OR ARRANGEMENTS.

         (a)   Set forth on SCHEDULE 2.18(a) hereto is a true and complete list
of:


                                          27


              (i)    each employee stock purchase, employee stock option,
    employee stock ownership, deferred compensation, performance, bonus,
    incentive, vacation pay, holiday pay, insurance, severance, retirement,
    excess benefit or other plan, trust or arrangement which is not an ERISA
    Plan whether written or oral, which the Company maintains or is required to
    make contributions to;

         (ii)  each other agreement, arrangement, commitment and understanding
    of any kind, whether written or oral, with any current or former officer,
    director or consultant of the Company pursuant to which payments may be
    required to be made at any time following the date hereof (including,
    without limitation, any employment, deferred compensation, severance,
    supplemental pension, termination or consulting agreement or arrangement);
    and

              (iii)  each employee of the Company whose aggregate compensation
    for the fiscal year ended December 31, 1995 exceeded, and whose aggregate
    compensation for the fiscal year ended December 31, 1996 is likely to
    exceed, $50,000.  True and complete copies of all of the written plans,
    arrangements and agreements referred to on SCHEDULE 2.18(a) ("Compensation
    Commitments") have been provided to UAG together with, where prepared by or
    for the Company, any valuation, actuarial or accountant's opinion or other
    financial reports with respect to each Compensation Commitment for the last
    three years.  An accurate and complete written summary has been provided to
    UAG with respect to any Compensation Commitment which is unwritten.

         (b)  Each Compensation Commitment:

              (i)    since its inception, has been operated in all material
    respects in accordance with its terms;

              (ii)   is not currently under investigation, audit or review by
    the IRS or any other federal or state agency and (to the knowledge of the
    Company or the Stockholders) no such action is contemplated or under
    consideration;

              (iii)  has no liability for any federal, state, local or foreign
    Taxes;


                                          28


              (iv)   has no claims subject to dispute or litigation;

              (v)    has met all applicable requirements, if any, of the Code;
    and

              (vi)   has operated since its inception in material compliance
    with the reporting and disclosure requirements imposed under ERISA and the
    Code.

2.19 TRANSACTIONS WITH INSIDERS.

         Set forth on SCHEDULE 2.19 hereto is a complete and accurate
description of all material transactions between the Company or any ERISA Plan,
on the one hand, and any Insider, on the other hand, that have occurred since
January 1, 1995.  For purposes of this Agreement:

              (i)    the term "Insider" shall mean the Stockholders, any
    director or officer of the Company, and any Affiliate, Associate or
    Relative of any of the foregoing persons;

              (ii)   the term "Associate" used to indicate a relationship with
    any person means (A) any corporation, partnership, joint venture or other
    entity of which such person is an officer or partner or is, directly or
    indirectly, through one or more intermediaries, the beneficial owner of 30%
    or more of (1) any class or type of equity securities or other profits
    interest or (2) the combined voting power of interests ordinarily entitled
    to vote for management or otherwise, and (B) any trust or other estate in
    which such person has a substantial beneficial interest or as to which such
    person serves as trustee or in a similar fiduciary capacity; and

              (iii)  a "Relative" of a person shall mean such person's spouse,
    such person's parents, sisters, brothers, children and the spouses of the
    foregoing, and any member of the immediate household of such person.


                                          29


2.20 PROPRIETY OF PAST PAYMENTS.

         No funds or assets of the Company have been used for illegal purposes;
no unrecorded funds or assets of the Company have been established for any
purpose; no accumulation or use of the Company's corporate funds or assets has
been made without being properly accounted for in the respective books and
records of the Company; all payments by or on behalf of the Company have been
duly and properly recorded and accounted for in their respective books and
records; no false or artificial entry has been made in the books and records of
the Company for any reason; no payment has been made by or on behalf of the
Company with the understanding that any part of such payment is to be used for
any purpose other than that described in the documents supporting such payment;
and the Company has not made, directly or indirectly, any illegal contributions
to any political party or candidate, either domestic or foreign.  Neither the
IRS nor any other federal, state, local or foreign government agency or entity
has initiated or threatened any investigation of any payment made by the Company
of, or alleged to be of, the type described in this SECTION 2.20.

2.21 INTEREST IN COMPETITORS.

         Except as set forth on SCHEDULE 2.21, neither the Company nor the
Stockholders, nor any of their Affiliates, have any interest, either by way of
contract or by way of investment (other than as holder of not more than 2% of
the outstanding capital stock of a publicly traded Person, so long as such
holder has no other connection or relationship with such Person) or otherwise,
directly or indirectly, in any Person other than the Company that is engaged in
the retail sale of automobiles in Georgia.

2.22 BROKERS.

         Neither the Company, nor any director, officer or employee thereof,
nor the Stockholders or any representative of the Stockholders, has employed any
broker or finder or has incurred or will incur any broker's, finder's or similar
fees, commissions or expenses, in each case in connection with the transactions
contemplated by this Agreement or the Lease.


                                          30


2.23 ACCOUNTS.

         SCHEDULE 2.23 hereof correctly identifies each bank account maintained
by or on behalf or for the benefit of the Company and the name of each person
with any power or authority to act with respect thereto.

2.24 DISCLOSURE.

         Neither the Company nor any Stockholder has made any material
misrepresentation to UAG relating to the Company or the Shares and neither the
Company nor any Stockholders has omitted to state to UAG any material fact
relating to the Company or the Shares which is necessary in order to make the
information given by or on behalf of the Company or the Stockholders to UAG not
misleading or which if disclosed would reasonably affect the decision of a
person considering an acquisition of the Shares.  No fact, event, condition or
contingency exists or has occurred which has, or in the future can reasonably be
expected to have, a Material Adverse Effect, which has not been disclosed in the
Company's Financial Statements or the schedules to this Agreement.

2.25 NET WORTH AND WORKING CAPITAL.

         The Net Worth of the Company, as determined in accordance with the
Accounting Principles, will be equal to or greater than One Million Eight
Hundred Thousand Dollars ($1,800,000.00) on the Closing Date.  The working
capital of the Company, as reflected on the Estimated Closing Date Balance Sheet
(as defined in Section 6.6 hereof) will be not less than the amount required by
Nissan Motor Corporation USA.


                                      ARTICLE 3
                            REPRESENTATIONS AND WARRANTIES
                                 OF THE STOCKHOLDERS

         Each Stockholder hereby jointly and severally represents and warrants
to UAG and Sub as follows:

3.1 OWNERSHIP OF SHARES; TITLE.


                                          31


         Each Stockholder is the owner of record and beneficially of the Shares
set forth on SCHEDULE 3.1 hereof and has, and shall transfer to Sub at the
Closing, good and marketable title to the Shares owned by him, free and clear of
any and all Liens, claims and encumbrances and free and clear of any
restrictions on transfer (other than restrictions on transfer imposed by
applicable federal and state securities laws), proxies and voting or other
agreements.

3.2 AUTHORITY.

         Each Stockholder has all requisite power and authority and has full
legal capacity and is competent to execute, deliver and perform this Agreement
and to consummate the transactions contemplated hereby (including the
disposition of the Shares to Sub as contemplated by this Agreement).  This
Agreement has been duly executed and delivered by each Stockholder and
constitutes a valid and binding obligation of each Stockholder, enforceable
against each Stockholder in accordance with its terms.  Except as set forth on
SCHEDULE 3.2, the execution, delivery and performance of this Agreement by each
Stockholder and the consummation of the transactions contemplated hereby do not
and will not:

              (i)    (after notice or lapse of time or both) conflict with,
    result in a breach of any provision of, constitute a default under, result
    in the modification or cancellation of, or give rise to any right of
    termination or acceleration in respect of, any material contract,
    agreement, commitment, understanding, arrangement or restriction to which
    any Stockholder is a party or to which any Stockholder or any of such
    Stockholders's property is subject;

              (ii)   violate or conflict with any Legal Requirements applicable
    to any Stockholder or any of such Stockholder's businesses or properties;
    or

              (iii)  require any authorization, consent, order, permit or
    approval of, or notice to, or filing, registration or qualification with,
    any governmental, administrative or judicial authority, except in
    connection with or in compliance with the provisions of the H-S-R Act, and
    except to the extent such is required by the Georgia administrative agency
    governing the sale of motor vehicles.


                                          32


3.3 REAL PROPERTY AND IMPROVEMENTS.

         The Stockholders are the only two partners in Landlord.  Landlord owns
the Real Property and Improvements in fee simple, free and clear of all Liens,
claims and encumbrances, except those disclosed in SCHEDULE 3.3(a), none of
which currently or, to each Stockholder's knowledge, in the future will affect
the use of the Real Property or the Improvements for the conduct of the
respective businesses of the Company as presently conducted.  No assessments
have been made against any portion of the Real Property which are unpaid (except
ad valorem taxes for the current year that are not yet due and payable), whether
or not they have become Liens.  There are no disputes concerning the location of
the lines and corners of the Real Property.  No one has been granted any right
to purchase or lease the Real Property or Improvements other than the existing
lease in favor of the Company, which is to be terminated at Closing.  Attached
as SCHEDULE 3.3 are all surveys, title binders, title policies and copies of any
exceptions to title.


                                      ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF UAG AND SUB

         UAG and Sub hereby represent and warrant to the Company and the
Stockholders as follows:

4.1 ORGANIZATION AND GOOD STANDING.

         Each of UAG and each of its subsidiaries is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its incorporation and has the corporate power and authority to own, lease and
operate the properties used in its business and to carry on its business as now
being conducted.  Each of UAG and each of its subsidiaries is duly qualified to
do business and is in good standing as a foreign corporation in each state and
jurisdiction where qualification as a foreign corporation is required, except
for such failures to be qualified and in good standing, if any, which when taken
together with all other such failures of UAG and its subsidiaries would not, or
could not reasonably be expected to, in the aggregate have a material adverse
effect on UAG and its subsidiaries, taken as a whole.


                                          33


4.2 AUTHORITY; APPROVALS AND CONSENTS.

         UAG and Sub have the corporate power and authority to enter into this
Agreement and to perform their respective obligations hereunder.  This Agreement
has been duly executed and delivered by, and constitutes valid and binding
obligation of, UAG and Sub, enforceable against UAG and Sub in accordance with
its terms.  Except as set forth on SCHEDULE 4.3 hereto, the execution, delivery
and performance by UAG and Sub of this Agreement and the consummation of the
transactions contemplated hereby do not and will not:

              (i)    contravene any provisions of the certificate of
    incorporation or bylaws of UAG or Sub;

         (ii)  (after notice or lapse of time or both) conflict with, result in
    a breach of any provision of, constitute a default under, result in the
    modification or cancellation of, or give rise to any right of termination
    or acceleration in respect of, any UAG Agreement (as defined below) or,
    require any consent or waiver of any party to any UAG Agreement other than
    agreements the breach or violation of which could not reasonably be
    expected to have a material adverse effect on UAG and its subsidiaries,
    taken as a whole;

              (iii)  violate or conflict with any Legal Requirements applicable
    to UAG or any of its subsidiaries or any of their respective businesses or
    properties; or

              (iv)   require any authorization, consent, order, permit or
    approval of, or notice to, or filing, registration or qualification with,
    any governmental, administrative or judicial authority, except in
    connection with or in compliance with the provisions of the H-S-R Act.

4.3 BROKERS.

         Neither UAG, Sub nor any of their directors, officers or employees has
employed any broker or finder or has incurred or will incur any broker's,
finder's or similar fees, commissions or expenses, in each case in connection
with the transactions contemplated by this Agreement or the Lease.


                                          34


4.4 DISCLOSURE.

         Neither UAG nor Sub has made any material misrepresentation to the
Stockholders and neither UAG nor Sub has omitted to state to the Stockholders
any material fact relating to UAG or Sub which is necessary in order to make the
information given by UAG or Sub not misleading or which if disclosed would
reasonably affect the decision of a person considering the sale of the Shares.


                                      ARTICLE 5
                         COVENANTS AND ADDITIONAL AGREEMENTS

5.1 ACCESS; CONFIDENTIALITY.

         Between the date hereof and the completion of due diligence as set
forth in SECTION 6.7 hereof, the Stockholders and the Company will (i) provide
to the officers and other authorized representatives of UAG and Sub, who will
proceed knowing and realizing that only a limited number of Company employees
have or will have any knowledge of a possible change of ownership of Company and
that such information if generally made known to other employees of Company
could cause substantial economic loss to Company, reasonable access, during
normal business hours, to any and all premises, properties, files, books,
records, documents, and other information of the Company and will cause the
Company's officers to furnish to UAG and its authorized representatives any and
all financial, technical and operating data and other information pertaining to
the businesses and properties of the Company (including the Real Property and
the Improvements), and (ii) make available for inspection and copying by UAG and
Sub true and complete copies of any documents relating to the foregoing.  UAG
and Sub will hold, and will cause their representatives to hold, in confidence
(unless and to the extent compelled to disclose by judicial or administrative
process or, in the opinion of its counsel, by other requirements of law) all
Confidential Information (as defined below) and will not disclose the same to
any third party except in connection with obtaining financing and otherwise as
may reasonably be necessary to carry out this Agreement and the transactions
contemplated hereby, including any due diligence review by or on behalf of UAG
and Sub.  If this Agreement is terminated, UAG and Sub will, and will cause
their representatives to, promptly return to the Company,


                                          35


all Confidential Information furnished by the Company, including all copies and
summaries thereof.  As used herein, "Confidential Information" shall mean all
information concerning the Company obtained by UAG, Sub and their
representatives from the Company in connection with the transactions
contemplated by this Agreement, except information (x) ascertainable or obtained
from public information, (y) received from a third party not employed by or
otherwise affiliated with the Company or (z) which is or becomes known to the
public, other than through a breach by UAG or Sub or any of their
representatives of this Agreement.

5.2 FURNISHING INFORMATION; ANNOUNCEMENTS.

         The Stockholders and the Company, on the one hand, and UAG and Sub, on
the other hand, will, as soon as practicable after reasonable request therefor,
furnish to the other all the information concerning the Stockholders and the
Company or UAG and Sub, respectively, required for inclusion in any statement or
application made by UAG or Sub or the Company or the Stockholders to any
governmental or regulatory body or to any manufacturer or distributor or in
connection with obtaining any third party consent in connection with the
transactions contemplated by this Agreement.  Neither the Stockholders or the
Company, on the one hand, nor UAG or Sub, on the other hand, nor any
representative thereof, shall issue any press releases or otherwise make any
public statement with respect to the transactions contemplated hereby without
the prior consent of the other, except as may be required by law.  In performing
its due diligence UAG and Sub will, without the prior consent of Rayman, refrain
from informing any employee of Company about any aspects of a potential change
in ownership of Company.

5.3 CERTAIN CHANGES AND CONDUCT OF BUSINESS.

         (a)  From and after the date of this Agreement and until the Closing
Date, the Company shall, and the Stockholders shall cause the Company to,
conduct its businesses solely in the ordinary course consistent with past
practices and, without the prior written consent of UAG, neither the
Stockholders nor the Company will, except as required or permitted pursuant to
the terms hereof, permit the Company to:

              (i)    make any material change in the conduct of its businesses
    and operations or enter into any transaction other


                                          36


    than in the ordinary course of business consistent with past practices;

              (ii)   make any change in its Articles of Incorporation or
    Bylaws, issue any additional shares of capital stock or equity securities
    or grant any option, warrant or right to acquire any capital stock or
    equity securities or issue any security convertible into or exchangeable
    for its capital stock or alter any material term of any of its outstanding
    securities or make any change in its outstanding shares of capital stock or
    other ownership interests or its capitalization, whether by reason of a
    reclassification, recapitalization, stock split or combination, exchange or
    readjustment of shares, stock dividend or otherwise;

              (iii)  (A) incur, assume or guarantee any indebtedness for
    borrowed money, issue any notes, bonds, debentures or other corporate
    securities or grant any option, warrant or right to purchase any thereof,
    except pursuant to transactions in the ordinary course of business
    consistent with past practices, (B) issue any securities convertible or
    exchangeable for debt securities of the Company, or (C) issue any options
    or other rights to acquire from the Company, directly or indirectly, debt
    securities of the Company or any security convertible into or exchangeable
    for such debt securities;

              (iv)   make any sale, assignment, transfer, abandonment or other
    conveyance of any of its assets or any part thereof, except transactions
    pursuant to existing contracts (which will be set forth in SCHEDULE 2.15
    hereto) and dispositions in the ordinary course of business consistent with
    past practices;

              (v)    subject any of its assets, or any part thereof, to any
    lien or suffer such to be imposed other than such liens as may arise in the
    ordinary course of business consistent with past practices;

              (vi)   declare, set aside or pay any dividends or other
    distribution (whether in cash, stock, property or any combination thereof)
    in respect of any shares of its capital stock which would decrease the Net
    Worth of the Company below One Million Eight Hundred Thousand Dollars
    ($1,800,000.00) or



                                          37


    redeem, retire, purchase or otherwise acquire, directly or indirectly, any
    shares of its capital stock;

              (vii)  acquire any assets, raw materials or properties, or enter
    into any other transaction, other than in the ordinary course of business
    consistent with past practices;

              (viii) enter into any new (or amend any existing) employee
    benefit plan, program or arrangement or any new (or amend any existing)
    employment, severance or consulting agreement, grant any general increase
    in the compensation of officers or employees (including any such increase
    pursuant to any bonus, pension, profit-sharing or other plan or commitment)
    or grant any increase in the compensation payable or to become payable to
    any employee, except in accordance with pre-existing contractual provisions
    or consistent with past practices;

              (ix)   make or commit to make any individual material capital
    expenditure in excess of $50,000, or aggregate capital expenditures in
    excess of $150,000, except in the ordinary course of business;

              (x)    pay, loan or advance any amount to, or sell, transfer or
    lease any properties or assets to, or enter into any agreement or
    arrangement with, any of its Affiliates, except in the ordinary course of
    business;

              (xi)   guarantee any indebtedness for borrowed money or any other
    obligation of any other Person, other than in the ordinary course of
    business consistent with past practice;

              (xii)  fail to keep in full force and effect insurance comparable
    in amount and scope to coverage maintained by it (or on behalf of it) on
    the date hereof;

              (xiii) make any loan, advance or capital contribution to or
    investment in any Person, except in the ordinary course of business;

              (xiv)  make any change in any method of accounting or accounting
    principle, method, estimate or practice except for any such change required
    by reason of a concurrent change in


                                          38



    GAAP or write-down the value of any inventory or write-off as uncollectible
    any accounts receivable except in the ordinary course of business
    consistent with past practices;

              (xv)    settle, release or forgive any material claim or
    litigation or waive any material right;

              (xvi)   make, enter into, modify, amend in any material respect
    or terminate any material commitment, bid or expenditure, other than in the
    ordinary course of business consistent with past practice; or

              (xvii)  commit itself to do any of the foregoing.

         (b)  From and after the date hereof and until the Closing Date, the
Stockholders and the Company will use their reasonable best efforts to cause the
Company to:

              (i)   continue to maintain, in all material respects, the
    Company's properties, the Real Property and the Improvements in accordance
    with present practices in a condition suitable for their current use;

              (ii)  comply with all applicable Environmental Laws, and, in the
    event it shall receive notice that there exists a violation of any
    Environmental Law with respect to its operations, the Improvements or any
    Real Property, promptly (and in any event within the time period permitted
    by the applicable governmental authority) remove or remedy such violation
    in accordance with all applicable Environmental Laws;

              (iii) file, when due or required, federal, state, foreign and
    other tax returns and other reports required to be filed and pay when due
    all taxes, assessments, fees and other charges lawfully levied or assessed
    against it unless the validity thereof is contested in good faith and by
    appropriate proceedings diligently conducted;

              (iv)  keep its books of account, records and files in the
    ordinary course and in accordance with existing practices;


                                          39


              (v)   preserve its business organization intact and continue to
    maintain existing business relationships with suppliers, customers and
    others with whom business relationships exist other than relationships that
    are, at the same time, not economically beneficial to it; and

              (vi)  continue to conduct its business in the ordinary course
    consistent with past practices.

5.4 NO INTERCOMPANY PAYABLES OR RECEIVABLES.

         At the Closing there will be no intercompany payables or intercompany
receivables due and/or owing between the Stockholders and any of their
Affiliates, on the one hand, and the Company, on the other hand.

5.5  NEGOTIATIONS.

         Until the earlier of 180 days from the date hereof or the termination
of this Agreement pursuant to SECTION 8.1 hereof, no Stockholder, nor the
Company, nor the Company's officers, directors, employees, advisors, agents,
representatives, Affiliates or anyone acting on behalf of the Stockholders, the
Company or such persons, shall, directly or indirectly, encourage, solicit,
initiate or engage in discussions or negotiations with, or provide any
information to, any person (other than UAG or its representatives) concerning
any merger, sale of assets (other than in the ordinary course of business),
purchase or sale of shares of capital stock or similar transaction involving the
Company.  The Stockholders shall promptly communicate to UAG any inquiries or
communications concerning any such transaction (including the identity of any
person making such inquiry or communication) which the Stockholders may receive
or of which the Stockholders may become aware.

5.6 CONSENTS; COOPERATION.

         Subject to the terms and conditions hereof, the Stockholders and the
Company and UAG and Sub will use their respective best efforts at their own
expense:

              (i)   to obtain prior to the earlier of the date required (if so
    required) or the Closing Date, all waivers, permits, licenses, approvals,
    authorizations, qualifications,


                                          40


    orders and consents of all third parties and governmental authorities, and
    make all filings and registrations with governmental authorities which are
    required on their respective parts for (A) the consummation of the
    transactions contemplated by this Agreement, (B) the ownership or leasing
    and operating after the Closing by the Company of all its material
    properties and (C) the conduct after the Closing by the Company of its
    businesses as conducted by it on the date hereof.

              (ii)  to defend, consistent with applicable principles and
    requirements of law, any lawsuit or other legal proceedings, whether
    judicial or administrative, whether brought derivatively or on behalf of
    third persons (including governmental authorities) challenging this
    Agreement or the transactions contemplated hereby; and

              (iii) to furnish each other such information and assistance as
    may reasonably be requested in connection with the foregoing.

5.7  ADDITIONAL AGREEMENTS.

         Subject to the terms and conditions of this Agreement, each of the
parties hereto agrees to use its best efforts at its own expense to take, or
cause to be taken, all action and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement, the proper officers of
the Company shall take all such necessary action.


                                          41


5.8  INTERIM FINANCIAL STATEMENTS.

         Within five (5) days of the execution of this Agreement or thirty (30)
days after the end of each calendar month after December 31, 1995, whichever
occurs later, the Company will deliver to UAG unaudited balance sheets of the
Company at the end of such calendar month and at the end of the corresponding
calendar month of the preceding fiscal year, together with the related unaudited
statements of income for the fiscal months then ended.  The Company will also
deliver to UAG copies of the Company Factory Statements provided to Nissan after
the date hereof within five days of their delivery to Nissan.  All such
financial statements shall fairly present the financial position and results of
operations of the Company as of the date or for the periods indicated.  All
unaudited financial statements delivered pursuant to this SECTION 5.9 shall be
prepared on a basis consistent with the Company Financial Statements.


                                          42


5.9 NOTIFICATION OF CERTAIN MATTERS.

         Between the date hereof and the Closing, each party to this Agreement
will to the extent known to such party after diligent inquiry, give prompt
notice in writing to the other party hereto of: (i) any information that
indicates that any representation and warranty of such party contained herein
was not true and correct as of the date made or will not be true and correct as
of the Closing, (ii) the occurrence of any event which could result in the
failure to satisfy a condition specified in ARTICLE 6 or ARTICLE 7 hereof, as
applicable, (iii) any notice or other communication from any third person
alleging that the consent of such third person is or may be required in
connection with the transactions contemplated by this Agreement, and (iv) in the
case of the Stockholders and the Company, any notice of, or other communication
relating to, any default or event which, with notice or lapse of time or both,
would become a default under any Company Agreement set forth on SCHEDULE 2.15.
The Company and the Stockholders will (x) to the extent known to either of them
after diligent inquiry, promptly advise UAG of any event that has, or could
reasonably be expected in the future to have, a Material Adverse Effect on the
Company, (y) confer on a regular and frequent basis with one or more designated
representatives of UAG to report operational matters and to report the general
status of ongoing operations, and (z) to the extent known to either of them
after diligent inquiry, notify UAG of any emergency or other change in the
normal course of business or relating to the Real Property or Improvements of
the Company and of any governmental complaints, investigations or hearings (or
communications indicating that the same may be contemplated) or adjudicatory
proceedings involving the Company, the Real Property or the Improvements and
will keep UAG fully informed of such events and permit UAG's representatives
access to all materials prepared in connection therewith.  Each Stockholder
shall give prompt notice to UAG of any notice or other communication from any
third person asserting any right, title or interest in any of the Shares held by
such Stockholder (including, without limitation, any threat to commence, or
notice of the commencement of any action or other proceeding with respect to the
Shares) or the occurrence of any other event of which such Stockholder has
knowledge which could result in any failure to consummate the sale of the Shares
as contemplated hereby.


                                          43


5.10 ASSURANCE BY THE STOCKHOLDERS.

         Each Stockholder shall use its best efforts to cause the Company to
comply with its respective covenants set forth in this Agreement.

5.11 ANTITRUST IMPROVEMENTS ACT COMPLIANCE.

         UAG, the Stockholders and the Company, as applicable, shall each file
or cause to be filed with the Federal Trade Commission and the United States
Department of Justice any notifications required to be filed by the respective
"ultimate parent" entities under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations
promulgated thereunder, with respect to the transactions contemplated herein.
The parties shall use their best efforts to make such filings promptly, to
respond to any requests for additional information made by either of such
agencies, to cause the waiting periods under the H-S-R Act to terminate or
expire at the earliest possible date and to resist vigorously, at their
respective cost and expense (including, without limitation, the institution or
defense of legal proceedings), any assertion that the transactions contemplated
herein constitute a violation of the antitrust laws, all to the end of
expediting consummation of the transactions contemplated herein; PROVIDED,
HOWEVER, that if UAG or the Stockholders shall determine after issuance of any
preliminary injunction that continuing such resistance is not in its or their
best interests, UAG or the Stockholders, as the case may be, may, by written
notice to the other party, terminate this Agreement with the effect set forth in
SECTION 8.2 hereof.


                                      ARTICLE 6
                            CONDITIONS TO THE OBLIGATIONS
                         OF UAG AND SUB TO EFFECT THE CLOSING

         The obligations of UAG and Sub required to be performed by them at the
Closing shall be subject to the satisfaction, at or prior to the Closing, of
each of the following conditions, each of which may be waived by UAG and Sub as
provided herein except as otherwise required by applicable law:


                                          44


6.1 REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS.

         Each of the representations and warranties of the Company and the
Stockholders contained in this Agreement shall be true and correct on the date
made and shall be true and correct in all material respects as of the Closing.
Each of the obligations of the Company and the Stockholders required by this
Agreement to be performed by them at or prior to the Closing shall have been
duly performed and complied with in all material respects as of the Closing.  At
the Closing, Sub shall have received a certificate, dated the Closing Date and
duly executed by the Stockholders and the chief financial officer of the
Company, to the effect that the conditions set forth in the two preceding
sentences have been satisfied.

6.2 AUTHORIZATION; CONSENTS.

         (a)  All corporate action necessary to authorize the execution,
delivery and performance of this Agreement and the Lease, and the consummation
of the transactions contemplated hereby shall have been duly and validly taken
by the Company.  All filings required to be made under the H-S-R Act in
connection with the transactions contemplated hereby shall have been made and
all applicable waiting periods with respect to each such filing, including
extensions thereof, shall have expired or been terminated.

         (b)  All notices to, and declarations, filings and registrations with,
and consents, authorizations, approvals and waivers from, governmental and
regulatory bodies and third persons (including, but not limited to, all
automobile manufacturers with whom the Company has a franchise agreement (or
comparable instrument)) required to consummate the transactions contemplated
hereby and all consents or waivers shall have been made or obtained.

6.3  OPINIONS OF THE COMPANY'S AND THE STOCKHOLDERS' COUNSEL.

         UAG and Sub shall have been furnished with the opinion of the
Company's and the Stockholders' counsel, dated the Closing Date, in form and
substance reasonably satisfactory to UAG and Sub and their counsel, which
opinion shall have been rendered with respect to those matters contained in
SECTIONS 2.1, 2.2,



                                          45


2.3, 2.4, 2.9, 3.1 AND 3.2 hereof.  In rendering the foregoing opinion, such
counsel may rely as to factual matters upon certificates or other documents
furnished by officers and directors of the Company and by government officials
and upon such other documents and data as such counsel deem appropriate as a
basis for their opinions.  Such opinions may be limited to Georgia and federal
laws.

6.4 ABSENCE OF LITIGATION.

         No order, stay, injunction or decree of any court of competent
jurisdiction in the Untied States shall be in effect (i) that prevents or delays
the consummation of any of the transactions contemplated hereby or (ii) would
impose any limitation on the ability of UAG or Sub effectively to exercise full
rights of ownership of the Shares.  No action, suit or proceeding before any
court or any governmental or regulatory entity shall be pending (or threatened
by any governmental or regulatory entity), and no investigation by any
governmental or regulatory entity shall have been commenced (and be pending),
seeking to restrain or prohibit (or questioning the validity or legality of) the
consummation of the transactions contemplated by this Agreement or seeking
damages in connection therewith which UAG or Sub, in good faith and with the
advice of counsel, believes makes it undesirable to proceed with the
consummation of the transactions contemplated hereby.

6.5 NO MATERIAL ADVERSE EFFECT.

         During the period from December 31, 1995 to the Closing Date, there
shall not have been any material adverse change in the assets, properties,
business, operations, prospects, net income or financial condition of the
Company, except for the distribution of those dividends which are permissible
under Section 5.3(vi).


                                          46



6.6 WORKING CAPITAL REQUIREMENTS.

         On the Closing Date, the Stockholders shall deliver to Sub a balance
sheet of the Company dated as of the most recent practicable date preceding the
Closing Date, prepared in accordance with the Accounting Principles (the
"Estimated Closing Date Balance Sheet").  The Estimated Closing Date Balance
Sheet shall show as of the date thereof, after taking into account the payment
of any of the fees, costs and expenses by the Company incurred in connection
with this Agreement, net working capital of not less than the amount required by
Nissan Motor Corporation USA.

6.7 COMPLETION OF DUE DILIGENCE.

         UAG and Sub shall have completed their due diligence examination of
the Company, the Real Property and the Improvements and the results of such
examination, including any Phase I or Phase II environmental audits of the
Company, shall be satisfactory to UAG and Sub; PROVIDED, HOWEVER, that, with the
exception of due diligence relating to any environmental issues, such due
diligence shall be completed, and shall be deemed completed, no later than
forty-five (45) days after the execution of this Agreement.  Sub will pay the
costs for a Phase I environmental audit.  If, after obtaining the results of the
Phase I environmental audit, Sub determines that a Phase II environmental audit
is required, then Sub and Stockholders shall agree as to a suitable company for
the performance thereof, and the expenses of performing the Phase II
environmental audit shall be paid one-half by Sub and one-half by the
Stockholders.

6.8 LEASE.

         The Landlord and the Company shall have entered into the Lease.

6.9 BOARD APPROVAL.

         The Board of Directors of UAG and Sub shall have approved the
consummation of all of the transactions contemplated by this Agreement.

6.10 CERTIFICATES.


                                          47


         The Stockholders and the Company shall have furnished UAG and Sub with
a certificate, dated as of the Closing Date, executed by the Stockholders
certifying to the fulfillment of the conditions set forth in Section 6.5, 6.6
and 6.14 hereof and shall have furnished UAG and Sub with such any other
certificates of its officers and others as UAG and Sub may reasonably request to
evidence compliance with the conditions set forth in this ARTICLE 6.

6.11 LEGAL MATTERS.

         All certificates, instruments, opinions and other documents required
to be executed or delivered by or on behalf of the Stockholders and the Company
under the provisions of this Agreement, and all other actions and proceedings
required to be taken by or on behalf of the Stockholders and the Company in
furtherance of the transactions contemplated hereby, shall be reasonably
satisfactory in form and substance to counsel for UAG and Sub.

6.12 APPROVAL OF MANUFACTURER AND DISTRIBUTOR.

         The Stockholders and the Company shall have obtained the consent,
authorization and approval of Nissan Motor Corporation USA on terms no less
favorable to those granted to the Company immediately prior to the execution of
this Agreement.

6.13 EMPLOYMENT AGREEMENT.

         The Company and Bruce Dunker shall have entered into an employment
agreement for the employment of Bruce Dunker as Executive Manager of the
Company.

6.14 ENVIRONMENTAL LAWS.

         The Company shall be in compliance with all applicable Environmental
Laws.


                                          48


6.15 NONDISTURBANCE AGREEMENT.

         The Landlord shall have obtained a nondisturbance agreement in form
and substance satisfactory to the Company and UAG.

6.16 TITLE INSURANCE.

         UAG shall have obtained title insurance on behalf of Company with
respect to its leasehold estate in form and substance satisfactory to UAG.

6.17 LEASE TERMINATION AGREEMENT/MEMORANDUM OF LEASE.

         The appropriate parties shall have executed a Lease Termination
Agreement and a Memorandum of Lease in form and substance satisfactory to UAG
and the Company.

6.18 RESIGNATION OF THE COMPANY'S DIRECTORS.

         Each of the persons who is a director of the Company on the Closing
Date shall have tendered to Sub in writing his resignation as such in form and
substance satisfactory to UAG.

6.19     SCHEDULES.

         The Company and the Stockholders shall have delivered to UAG and Sub
all Schedules referred to in ARTICLES 2 AND 3 and such Schedules shall be
acceptable in form and substance to UAG and Sub.

                                      ARTICLE 7
                           CONDITIONS TO THE OBLIGATIONS OF
                        THE STOCKHOLDERS TO EFFECT THE CLOSING

         The obligations of the Stockholders and the Company required to be
performed by them at the Closing shall be subject to the satisfaction, at or
prior to the Closing, of each of the following conditions, each of which may be
waived by the Company and the Stockholders as provided herein except as
otherwise required by applicable law:


                                          49


7.1 REPRESENTATIONS AND WARRANTIES; AGREEMENTS.

         Each of the representations and warranties of UAG and Sub contained in
this Agreement shall be true and correct on the date made and shall be true and
correct in all material respects as of the Closing.  Each of the obligations of
UAG and Sub required by this Agreement to be performed by them at or prior to
the Closing shall have been duly performed and complied with in all material
respects as of the Closing.  At the Closing, the Stockholders shall have
received a certificate, dated the Closing Date and duly executed by the chief
financial officer of UAG and of Sub to the effect that the conditions set forth
in the preceding two sentences have been satisfied.

7.2 AUTHORIZATION OF THE AGREEMENT, CONSENTS.

         (a) All corporate action necessary to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby, including but not limited to UAG's guarantee
of Sub's lease with Landlord, shall have been duly and validly taken by UAG and
Sub.  All filings required to be made under the H-S-R Act in connection with the
transactions contemplated hereby shall have been made and all applicable waiting
periods with respect to each such filing, including extensions thereof, shall
have expired or been terminated.

         (b)   All notices to, and declarations, filings and registrations
with, and consents, authorizations, approvals and waivers from, governmental and
regulatory bodies and third persons (including, but not limited to, all
automobile manufacturers with whom the Company has entered into a franchise
agreement (or comparable instrument)) required to consummate the transactions
contemplated hereby and all consents or waivers shall have been made or
obtained.


                                          50


7.3 OPINIONS OF UAG'S AND SUB'S COUNSEL.

         The Stockholders shall have been furnished with the opinion of Rogers
& Hardin, counsel to UAG and Sub, dated the Closing Date, in form and substance
reasonably satisfactory to the Stockholders and their counsel, which opinions,
when taken together, shall have been rendered with respect to those matters
contained in SECTIONS 4.1 AND 4.2 hereof.  In rendering the foregoing opinions,
such counsel may rely as to factual matters upon certificates or other documents
furnished by officers and directors of UAG and Sub and by government officials,
and upon such other documents and data as such counsel deems appropriate as a
basis for its opinion.  Such opinions may be limited to Georgia and federal laws
and the General Corporation Law of the State of Delaware.

7.4 ABSENCE OF LITIGATION.

         No order, stay, judgment or decree shall have been issued by any court
and be in effect restraining or prohibiting the consummation of the transactions
contemplated hereby.

7.5 LEASE.

         The Company shall have entered into the Lease.

7.6 CERTIFICATES.

         UAG and Sub shall have furnished the Stockholders with such
certificates of its officers and others to evidence compliance with the
conditions set forth in this ARTICLE 7 as may be reasonably requested by the
Stockholders.

7.7 LEGAL MATTERS.

         All certificates, instruments, opinions and other documents required
to be executed or delivered by or on behalf of UAG or Sub under the provisions
of this Agreement, and all other actions and proceedings required to be taken by
or on behalf of UAG or Sub in furtherance of the transactions contemplated
hereby, shall be reasonably satisfactory in form and substance to counsel for
the Stockholders.


                                          51


                                      ARTICLE 8
                                     TERMINATION

8.1 TERMINATION.

         This Agreement may be terminated at any time prior to Closing:

              (i)   by mutual consent of UAG, Sub and the Stockholders;

              (ii)  by either UAG, Sub, or the Stockholders if the Closing
    shall not have taken place on or prior to the date established in Section
    1.1(b), or such later date as shall have been approved by UAG, Sub and the
    Stockholders (provided that the terminating party is not otherwise in
    material breach of its representations, warranties, covenants or agreements
    under this Agreement);

              (iii) by UAG, Sub, or the Stockholders if any court of competent
    jurisdiction in the United States or other United States governmental body
    shall have issued an order, decree or ruling or taken any other action
    restraining, enjoining or otherwise prohibiting the transactions
    contemplated by this Agreement, and such order, decree, ruling or other
    action shall have become final and non-appealable;

              (iv)  by UAG or Sub if any of the conditions specified in
    ARTICLE 6 hereof have not been met or waived by UAG and Sub at such time as
    such condition is no longer capable of satisfaction (provided that neither
    UAG nor Sub is otherwise in material breach of its representations,
    warranties, covenants or agreements under this Agreement);

              (v)   by the Stockholders if any of the conditions specified in
    ARTICLE 7 hereof have not been met or waived by the Stockholders at such
    time as such condition is no longer capable of satisfaction (provided that
    neither the Stockholders nor the Company is otherwise in material breach of
    his or its representations, warranties covenants or agreements under this
    Agreement); or


                                          52




              (vi)  by either UAG, Sub or the Stockholders if there has been a
    material breach on the part of the other of any representation, warranty,
    covenant or agreement set forth in this Agreement, which breach has not
    been cured within ten (10) Business Days following receipt by the breaching
    party of written notice of such breach.

         If UAG, Sub or the Stockholders shall terminate this Agreement
pursuant to the provisions hereof, such termination shall be effected by notice
to the other parties specifying the provision hereof pursuant to which such
termination is made.

8.2 EFFECT OF TERMINATION.

         Except (i) for any breach of this Agreement prior to its termination,
and (ii) for the obligations contained in SECTIONS 5.1 AND 10.2 hereof, and
(iii) as set forth in SECTION 9.1 and SECTION 9.2 hereof, upon the termination
of this Agreement pursuant to SECTION 8.1 hereof, this Agreement shall forthwith
become null and void and none of the parties hereto or any of their respective
officers, directors, employees, agents, Affili-ates, consultants, stockholders
or principals shall have any liability or obligation hereunder or with respect
hereto.


                                          53


                                      ARTICLE 9
                                   INDEMNIFICATION

9.1 INDEMNIFICATION BY THE STOCKHOLDERS.

         Notwithstanding the Closing or the delivery of the Shares, the
Stockholders indemnify and agree to fully defend, save and hold harmless on an
after-tax basis UAG, Sub, the Company (after the Closing), and any of their
respective officers, directors, employees, stockholders, advisors,
representatives, agents and Affiliates (other than the Stockholders) (each a
"UAG Indemnified Party"), if a UAG Indemnified Party (including the Company
after the Closing Date) shall at any time or from time to time suffer any Costs
(as defined in SECTION 9.7 below) arising, directly or indirectly, out of or
resulting from, or shall pay or become obligated to pay any sum on account of,
(i) any and all Stockholders Events of Breach (as defined below) or (ii) any
Claim before or by any court, arbitrator, panel, agency or other governmental,
administrative or judicial entity, which Claim involves, affects or relates to
any assets, properties or operations of the Company or the conduct of the
business of the Company prior to the Closing Date (a "Stockholders Third Party
Claim").  As used herein, "Stockholders Event of Breach" shall be and mean any
one or more of the following: (i) any untruth or inaccuracy in any
representation of any Stockholder or the Company or the breach of any warranty
of any Stockholder or the Company contained in this Agreement, including,
without limitation, any misrepresentation in, or omission from, any statement,
certificate, schedule, exhibit, annex or other document furnished pursuant to
this Agreement by any Stockholder or the Company (or any representative of any
Stockholder or the Company) to UAG or Sub (or any representative of UAG or Sub)
and any misrepresentation in or omission from any document furnished to UAG or
Sub in connection with the Closing, and (ii) any failure of any Stockholder or
the Company duly to perform or observe any term, provision, covenant, agreement
or condition on the part of such Stockholder or the Company to be performed or
observed under the terms of this Agreement.


                                          54


9.2 INDEMNIFICATION BY UAG.

         Notwithstanding the Closing, UAG indemnifies and agrees to fully
defend, save and hold harmless on an after-tax basis the Stockholders, the
Company (prior to the Closing), and any of their respective officers, directors,
employees, stockholders, advisors, representatives, agents and Affiliates (each
a "Stockholder Indemnified Party"), if a Stockholder Indemnified Party
(including the Company prior to Closing) shall at any time or from time to time
suffer any Costs arising, directly or indirectly, out of or resulting from, or
shall pay or become obligated to pay any sum on account of, (i) any and all UAG
Events of Breach (as defined below) or (ii) any Claim before or by any court,
arbitrator, panel, agency or other governmental, administrative or judicial
entity, which Claim involves, affects or relates to any assets, properties or
operations of UAG or Sub or the conduct of the business of UAG prior to the
Closing Date (a "UAG Third Party Claim").  As used herein, "UAG Event of Breach"
shall be and mean any one or more of the following:  (i) any untruth or
inaccuracy in any representation of UAG or Sub or the breach of any warranty of
UAG or Sub contained in this Agreement, including, without limitation, any
misrepresentation in, or omission from, any statement, certificate, schedule,
exhibit, annex or other document furnished pursuant to this Agreement by UAG or
Sub (or any representative of UAG or Sub) to the Stockholders (or any
representative of the Stockholders) and any misrepresentation in or omission
from any document furnished to the Stockholders in connection with the Closing,
and (ii) any failure of UAG or Sub duly to perform or observe any term,
provision, covenant, agreement or condition on the part of UAG or Sub to be
performed or observed.

9.3 PROCEDURES.

         If (i) any Stockholders Event of Breach occurs or is alleged and a UAG
Indemnified Party asserts that the Stockholders have become obligated to a UAG
Indemnified Party pursuant to SECTION 9.1, or if any Stockholder's Third Party
Claim is begun, made or instituted as a result of which the Stockholders may
become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of
Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG
has become obligated to a  Stockholder Indemnified Party pursuant to SECTION
9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of


                                          55


which UAG may become obligated to a Stockholder Indemnified Party hereunder (for
purposes of this ARTICLE 9, any UAG Indemnified Party and any Stockholder
Indemnified Party is sometimes referred to as an "Indemnified Party" and UAG and
the Stockholders are sometimes referred to as an "Indemnifying Party," and any
UAG Third Party Claim and any Stockholders Third Party Claim is sometimes
referred to as a "Third Party Claim," in each case as the context so requires),
such Indemnified Party shall give prompt and timely written notice to the
Indemnifying Party of its or his obligation to provide indemnification
hereunder, provided that any failure to so notify the Indemnifying Party shall
not, in the absence of any Cost to the Indemnifying Party resulting from such
failure to notify, relieve them from any liability that it or he may have to the
Indemnified Party under this ARTICLE 9.  If such notice relates to a Third Party
Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest
or otherwise protect such Indemnified Party against any such Third Party Claim
at Indemnifying Party's sole cost and expense.  Such Indemnified Party shall
have the right, but not the obligation, to participate at its own expense in the
defense thereof by counsel of such Indemnified Party's choice and shall in any
event cooperate with and assist the Indemnifying Party to the extent reasonably
possible.  If the Indemnifying Party fails after written notice to timely
defend, contest or otherwise protect against such Third Party Claim, such
Indemnified Party shall have the right to do so, including, without limitation,
the right to make any compromise or settlement thereof, and such Indemnified
Party shall be entitled to recover the entire Cost thereof from the Indemnifying
Party, including, without limitation, reasonable attorneys' fees, disbursements
and amounts paid (or of which such Indemnified Party has become obligated to
pay) as the result of such Third Party Claim.  Failure by the Indemnifying Party
to notify such Indemnified Party of its or their election to defend any such
Third Party Claim within fifteen (15) days after notice thereof shall have been
given to the Indemnifying Party shall be deemed a waiver by the Indemnifying
Party of its or their right to defend such Third Party Claim.  If the
Indemnifying Party assumes the defense of the particular Third Party Claim, the
Indemnifying Party shall not, in the defense of such Third Party Claim, consent
to entry of any judgment or enter into any settlement, except with the written
consent of such Indemnified Party, which consent shall not be unreasonably
withheld based upon the merits and exposure to liability of that Third Party
Claim.  In addition, the Indemnifying Party shall not enter into any


                                          56


settlement of any Third Party Claim (except with the written consent of such
Indemnified Party) which does not include as an unconditional term thereof the
giving by the claimant or the plaintiff to such Indemnified Party the same
release from liability in respect of such Third Party Claim as has been received
by the Indemnifying Party.  Notwithstanding the foregoing, the Indemnifying
Party shall not be entitled to control (but shall be entitled to participate at
their own expense in the defense of), and the Indemnified Party shall be
entitled to have sole control over, the defense or settlement of any Third Party
Claim to the extent the Third Party Claim seeks an order, injunction or other
equitable relief against the Indemnified Party which, if successful, could
materially interfere with the business, operations, assets, condition (financial
or otherwise) or prospects of the Indemnified Party; PROVIDED, HOWEVER, that the
Indemnified Party shall not have sole control over, and the Indemnified Party
and the Indemnifying Party shall cooperate with each other with respect to, the
defense or settlement of any Third Party Claim that seeks both damages and such
equitable relief against the Indemnified Party.

9.4 OFFSET.

         In addition to and not in limitation of all rights of offset that an
Indemnified Party may have under applicable law, the parties agree that, at any
Indemnified Party's option, any or all amounts owing to such Indemnified Party
under this ARTICLE 9 or any other provision of this Agreement or any other
liability of the other parties (or any Affiliate of the other parties) to such
Indemnified Party in connection with this Agreement or the transactions
contemplated hereby, may be recovered by the Indemnified Party by an offset
against any or all amounts due to such other parties pursuant to this Agreement
or the transactions contemplated hereby; provided, however that such shall not
include offsets in Company's future rent obligations to Landlord.

9.5 REMEDIES.

         The rights of an Indemnified Party under this ARTICLE 9 are in
addition to such other rights and remedies which such Indemnified Party may have
under this Agreement, applicable law or otherwise.

9.6 LIMITATION ON INDEMNIFICATION.


                                          57


         No Indemnified Party shall be entitled to indemnification for any
Costs hereunder unless the aggregate amount of Costs incurred by such party
exceeds $100,000, in which event such party shall be entitled to indemnification
for all such Costs, without regard to such threshold.

9.7 DEFINITIONS.

         For purposes of this ARTICLE 9, "Costs" shall mean all liabilities,
losses, costs, damages (not including consequential damages), expenses, claims,
reasonable attorneys' fees, experts' fees, consultants' fees, and disbursements
of any kind or of any nature whatsoever.  For purposes of application of the
indemnity provisions of this ARTICLE 9, the amount of any Cost arising from the
breach of any representation, warranty, covenant or agreement shall be the
entire amount of any Cost suffered, paid or required to be paid by the
respective Indemnified Party as a result of such breach.


                                      ARTICLE 10
                                    MISCELLANEOUS

10.1 SURVIVAL OF PROVISIONS.

         The respective representations, warranties, covenants and agreements
of each of the parties to this Agreement (except covenants and agreements which
are expressly required to be performed and are performed in full on or before
the Closing Date) shall survive the Closing Date and the consummation of the
transactions contemplated by this Agreement.  In the event of a breach of any
such representations, warranties or covenants, the party to whom such
representations, warranties or covenants have been made shall have, subject to
ARTICLE 9 hereof, all rights and remedies for such breach available to it under
the provisions of this Agreement or otherwise, whether at law or in equity, but
in no instance for any period of time which extends more than three (3) years
from the Closing Date, regardless of any disclosure to, or investigation made by
or on behalf of, such party on or before the Closing Date.

10.2 FEES AND EXPENSES.


                                          58


         Except as otherwise expressly provided in this Agreement, all legal
and other fees, costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby through the Closing Date shall be paid
by the party incurring such fees, costs or expenses; PROVIDED, HOWEVER, that if
the Closing does not occur and SECTION 5.5 hereof has been breached prior to the
termination of this Agreement, then the Stockholders or the Company shall pay to
UAG, within five (5) Business Days after receipt of a request therefor, an
amount equal to all of the reasonable legal and other fees, and other direct
costs and expenses incurred by UAG in connection with this Agreement and the
transactions contemplated hereby.

10.3 HEADINGS.

         The section headings herein are for convenience of reference only, do
not constitute part of this Agreement and shall not be deemed to limit or
otherwise affect any of the provisions hereof.

10.4 NOTICES.

         All notices or other communications required or permitted hereunder
shall be given in writing and shall be deemed sufficient if delivered by hand,
recognized overnight delivery service or facsimile transmission or mailed by
registered or certified mail, postage prepaid (return receipt requested), as
follows:

         If to the Company before the Closing date:

         Steve Rayman Nissan, Inc.
         6889 Jonesboro Road
         Morrow, Georgia  30260
         Attn:  Steven L. Rayman

         with a copy to:

         Underwood, Kinsey, Warren & Tucker, P.A.
         2020 Charlotte Plaza
         201 South College Street
         Charlotte, North Carolina 28244
         Attn:  Joseph Warren, III, Esq.


                                          59


         If to the Company after the Closing Date:

         United Auto Group, Inc.
         375 Park Avenue
         New York, New York 10022
         Facsimile No.: (212) 223-5148
         Attn:  George G. Lowrance, Esq.,
         Executive Vice President and General Counsel

         with a copy to:

         Rogers & Hardin
         2700 Cain Tower, Peachtree Center
         229 Peachtree Street, N.E.
         Atlanta, Georgia  30303
         Facsimile No.:  (404) 525-2224
         Attn:  Michael Rosenzweig

         If to the Stockholders:

         Steven L. Rayman
         3014 Lake Park Drive
         Jonesboro, Georgia  30236_

                   and

         Richard W. Keffer, Jr.
         8200 E. Independence Blvd.
         Charlotte, North Carolina  28227

         with a copy to:

         Underwood, Kinsey, Warren & Tucker, P.A.
         2020 Charlotte Plaza
         201 South College Street
         Charlotte, North Carolina 28244
         Attn:  Joseph Warren, III, Esq.


                                          60


         If to UAG or Sub:

         United Auto Group, Inc.
         375 Park Avenue
         New York, New York 10022
         Facsimile No.: (212) 223-5148
         Attn:  George G. Lowrance, Esq.,
         Executive Vice President and General Counsel

         with a copy to:

         Rogers & Hardin
         2700 Cain Tower, Peachtree Center
         229 Peachtree Street, N.E.
         Atlanta, Georgia  30303
         Facsimile No.:  (404) 525-2224
         Attn:  Michael Rosenzweig

or such other address as shall be furnished in writing by such party, and any
such notice or communication shall be effective and be deemed to have been given
as of the date so delivered or three (3) days after the date so mailed;
PROVIDED, HOWEVER, that any notice or communication changing any of the
addresses set forth above shall be effective and deemed given only upon its
receipt.

10.5 ASSIGNMENT.

         This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto (and with respect to the
Stockholders, the personal representatives and heirs of the Stockholders) and
their respective successors and permitted assigns, and the provisions of ARTICLE
9 hereof shall inure to the benefit of the Indemnified Parties referred to
therein; PROVIDED, HOWEVER, that neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned by any of the parties hereto
without the prior written consent of the other parties.  Notwithstanding the
foregoing, UAG and Sub shall have the unrestricted right to assign this
Agreement and to delegate all or any part of their obligations hereunder to any
Affiliate of UAG, but in such event UAG and Assignee shall remain fully liable
for the performance of all of such obligations in the manner prescribed in this
Agreement.


                                          61



10.6 ENTIRE AGREEMENT.

         This Agreement (including the Schedules hereto) and the Lease embody
the entire agreement and understanding of the parties with respect to the
transactions contemplated hereby and supersede all prior written or oral
commitments, arrangements or understandings between the parties with respect
thereto and all prior drafts of this Agreement.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings with respect to the
transactions contemplated hereby other than those expressly set forth herein or
in the Lease.  Prior drafts of this Agreement shall not be used as a basis for
interpreting this Agreement.

10.7 WAIVER AND AMENDMENTS.

         Each of the Stockholders and the Company as one Party, and UAG and Sub
as the other Party may by written notice to the other parties (i) extend the
time for the performance of any of the obligations or other actions of the other
parties, (ii) waive any inaccuracies in the representations or warranties of the
other parties contained in this Agreement, (iii) waive compliance with any of
the covenants of the other parties contained in this Agreement, (iv) waive
performance of any of the obligations of the other parties created under this
Agreement, or (v) waive fulfillment of any of the conditions to its own
obligations under this Agreement.  The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach, whether or not similar.  This Agreement may be amended,
modified or supplemented only by a written instrument executed by the parties
hereto.

10.8  COUNTERPARTS.

         This Agreement may be executed by facsimile signature(s) and in any
number of counterparts, all of which shall be considered one and the same
agreement and each of which shall be deemed an original.

10.9 GOVERNING LAW.

         This Agreement shall be governed by the laws of the State of Georgia.


                                          62


10.10 ACCOUNTING TERMS.

         All accounting terms used herein which are not expressly defined or
modified in this Agreement shall have the respective meanings given to them in
accordance with GAAP.

10.11 CERTAIN DEFINITIONS.

         For purposes of this Agreement:

         (a)  "Affiliate" of a specified Person shall mean a Person that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified, and in the
case of a specified Person who is a natural person, his spouse, his issue, his
parents, his estate and any trust entirely for the benefit of his spouse and/or
issue.

         (b)  "best efforts" shall be deemed to not include any obligation on
the part of any Person to undertake any liabilities, expend any funds or perform
acts (except liabilities, expenditures or performance, other than any best
efforts obligations, expressly required to be undertaken by the terms of this
Agreement) which are materially burdensome to such Person; PROVIDED, HOWEVER,
that notwithstanding the foregoing, the term "best efforts" shall include an
obligation to take such actions which are normally incident to or reasonably
foreseeable in connection with such obligation or the transactions contemplated
hereby.

         (c)  "Business Day" shall mean any day excluding Saturday, Sunday and
any day which is a legal holiday under Federal law.

         (d)  "GAAP" shall mean generally accepted accounting principles which
are in effect in the United States on the Closing Date.

         (e)  "Liens" shall mean any mortgages, pledges, title defects or
objections, liens, claims, security interests, conditional and installment sale
agreements, encumbrances or charges of any kind.

         (f)  "Material Adverse Effect" shall mean any change in, or effect on,
the Company (including the business thereof) which


                                          63


is, or could reasonably be expected to be, materially adverse to the business,
operations, assets, condition (financial or otherwise) or prospects of the
Company.

         (g)  "Person" shall mean and include an individual, corporation,
limited liability company, partnership, joint venture, association, trust, any
other incorporated or unincorporated organization or entity and a governmental
entity or any department or agency thereto.

10.12 SCHEDULES.

         Disclosure of any matter in any Schedule hereto or in the Financial
Statements shall not be considered as disclosure pursuant to any other
provision, subprovision, section or subsection of this Agreement or Schedule to
this Agreement.

10.13 SEVERABILITY.

         If any one or more of the provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this Agreement shall not be
affected thereby.  To the extent permitted by applicable law, each party waives
any provision of law which renders any provision of this Agreement invalid,
illegal or unenforceable in any respect.

10.14 REMEDIES.

         None of the remedies provided for in this Agreement, including
termination of this Agreement as set forth in ARTICLE 8, indemnification as set
forth in ARTICLE 9, the payment of certain fees, costs and expenses as set forth
in SECTION 10.2 or specific performance as set forth in this SECTION 10.14,
shall be the exclusive remedy of either party for a breach of this Agreement,
the parties hereto having the right to seek any other remedy in law or equity in
lieu of or in addition to any remedies provided in this Agreement, including an
action for damages for breach of contract.

10.15 TAXES AND COOPERATION.

         The parties hereby agree that the accounting records and books of the
Company will be closed on the Closing Date and agree



                                          64


that the pro rata allocation method provided in Section 1362(e)(2) of the Code
does not apply.  The Company will make an election under Section 1362(e)(3) of
the Code for purposes of determining the Company's taxable income or loss to be
reported on the Stockholders' Form K-1, and each party hereto will take all
necessary or proper steps and make any filings or notifications required to
effect such Section 1362(e)(3) election.  The parties hereto agree that the
accounting firm that prepared the Company's 1994 tax return will prepare the
Company's final S corporation tax return.  The Company agrees that it will make
its books and records available to the Stockholders and their representatives,
upon reasonable notice and at reasonable times, without cost or expense to them,
it being understood that the Stockholders shall be entitled to make copies of
any such books and records as shall be reasonably necessary.  In the event the
Internal Revenue Service or any other taxing authority initiates an examination
of the Company with respect to a taxable period that could impact the
Stockholders' tax liability for any year, UAG shall promptly notify the
Stockholders of such examination, and the Stockholders shall have the right to
control the defense of the Company and shall have reasonable access to all
Company records in order to respond to any proposed adjustments that would
impact the Stockholders.

10.16 TIME IS OF THE ESSENCE.

         Time is of the essence for purposes of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                       UNITED AUTO GROUP, INC.


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


                                       UAG ATLANTA II, INC.


                                       By: /s/ George Lowrance 
                                           ------------------------------------
                                              Secretary


                                          65


                                       Name:
                                       Title:


                                       STEVE RAYMAN NISSAN, INC.


                                       By:  /s/Steve L. Rayman
                                            ______________________________
                                       Name:
                                       Title:

                                       /s/Steve L. Rayman
                                       __________________________________
                                       Steve L. Rayman


                                       /s/Richard W. Keffer, Jr.
                                       _________________________________
                                       Richard W. Keffer, Jr.


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