Royalty Sharing Agreement
                           -------------------------

The purpose of this letter is to formalize the agreement that has been reached
between AM General Corporation ("AMG") and General Motors Corporation ("GM")
regarding the sharing of royalties and licensing fees derived from the non-
automotive licensed merchandise which utilize the HUMMER trademark during the
calendar years 2000 through 2005, pursuant to license agreements between AMG and
third parties entered into prior to December 1, 1999 listed on Exhibit A hereto
(the "Royalties").

In this regard the parties have mutually agreed to share the Royalties as
follows:



                                Calendar Year
                   2000  2001  2002  2003  2004  After 2004
                   ----  ----  ----  ----  ----  ----------
                               
          AMG %     100    80    60    40    20           0

          GM%         0    20    40    60    80         100


AMG shall be responsible for coordinating the collection of all Royalties and
shall distribute such funds in accordance with the above schedule on an annual
basis within 90 days of the close of the applicable calendar year.  The parties
acknowledge and understand that the Royalties set forth herein shall be net of
any fees paid to or retained by third party licensing representation agents for
the management and administration of such license agreements.

Effective as of December 21, 1999, subject to the terms of this agreement, AMG
hereby assigns and transfers to GM all rights, title and interests of AMG in the
license agreements set forth in Exhibit A to this agreement.

All royalties and/or licensing fees related to the HUMMER trademark pursuant to
license agreements entered into subsequent to December 1, 1999 shall be retained
by GM.

All royalties and/or licensing fees related to the HUMVEE trademark shall be
retained by AMG.

In the event that payments for royalties and/or licensing fees related to the
HUMVEE trademark are inseparably co-mingled with Royalties, the parties shall
utilize the principles of good faith and fair dealing the mutually agree upon an
equitable apportionment of such payments.

For purposes of this agreement, the term HUMMER trademark shall mean any or all
of the items listed on Exhibit B. and the term HUMVEE trademark shall mean any
or all of the items listed on Exhibit C.

This letter agreement shall be governed by the laws of the State of Michigan
without regard to the principles of conflicts of law, shall be binding and inure
to the benefit of AMG and GM and their respective successors and assigns, and
may only be modified or amended by a written document duly executed by both
parties.

GENERAL MOTORS CORPORATION    AM GENERAL CORPORATION

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By: ____________________________      By: __________________________

Title: _________________________      Title: _______________________

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