Exhibit 2.2 Letter Agreement [KAY & MERKLE LETTERHEAD APPEARS HERE] June 11, 1998 Donald V. Strough Ms. Debra Smithart, C.F.O. CONCORD HONDA FirstAmerica Automotive, Inc. 1300 Concord Avenue 601 Brannan Street Concord, CA 94520 San Francisco, CA 94107 Re: FirstAmerica Automotive, Inc. Dear Donald and Debra: This will confirm that Donald has, today, advanced the sum of $4,000,000 as a loan to FirstAmerica Automotive, Inc. which sum is to be used in connection with the Burgess Honda acquisition. FirstAmerica Automotive, Inc. agrees to pay to Donald a loan fee in the amount of 3% of the loan. In addition thereto, FirstAmerica Automotive shall pay to Donald, on a monthly basis, the interest charged to Donald by Bank of America for his $4,000,000 loan from Bank of America. Principal and accrued interest will be repaid, in full, by FirstAmerica Automotive, Inc. on the first to occur of (1) a refinancing, and/or equity offering, including either preferred or common shares in FirstAmerica Automotive, Inc.; or (2) June 1, 1999. If the following sets forth each of your understanding of the agreement, please sign where indicated and return an executed copy to the undersigned. Best regards, /s/ W. Bruce Bercovich ----------------------------- W. Bruce Bercovich The foregoing agreement is acceptable. FirstAmerica Automotive, Inc. By: /s/ Debra Smithart /s/ Donald V. Strough ---------------------------- ---------------------------- Debra Smithart, C.F.O. Donald V. Strough