ARTICLES OF INCORPORATION

CALTIRE ACQUISITION CO.

The undersigned, being a natural person of full age and acting as the
incorporator for the purpose of forming the business corporation hereinafter
named pursuant to the provisions of the Corporations Code of the State of
California, does hereby adopt the following articles of incorporation.

FIRST: The name of the corporation (hereinafter referred to as the
"corporation") is CalTire Acquisition Co.

SECOND: The existence of the corporation is perpetual.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California, other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.

FOURTH: The name of the corporation's initial agent for service of
process within the State of California in accordance with the provisions of
subdivision (b) of Section 1502 of the Corporations Code of the State of
California is Corporation Service Company which will do business in California
as CSC-Lawyers Incorporating Service.

FIFTH: The total number of shares which the corporation is authorized
to issue is One Thousand (1,000), all of which are of one class and of a par
value of $.01 each, and all of which are Common shares.

The Board of Directors of the corporation may issue any or all of the
aforesaid authorized shares of the corporation from time to time for such
consideration as it shall determine and may determine from time to time the
amount of such consideration, if any, to be credited to paid-in surplus.

SIXTH: In the interim between meetings of shareholders held for the
election of directors or for the removal of one or more directors and the
election of the replacement or replacements thereat, any vacancy which results
by reason of the removal of a director or directors by the shareholders entitled
to vote in an election of directors, and which has not been filled by said
shareholders, may be filled by a majority of the directors then in office,
whether or not less than a quorum, or by the sole remaining director, as the
case may be.

SEVENTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

EIGHTH: The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for breach of duty
to the corporation and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the Corporations Code, subject to the limits on such
excess indemnification set forth in Section 204 of the Corporations Code.

Signed on January 6, 1999.

/s/ John W. Nurkin, Esq.
------------------------------------
John W. Nurkin, Esq., Incorporator

[seal]
3

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER ("Agreement") is made as of February 5, 1999,
by and among CalTire Acquisition Co., a California corporation ("CalTire"),
CalTire Acquisition Co. #2, a California corporation ("CalTire2"), and
California Tire Company, LLC, a California limited liability company ("CLLC").

W I T N E S S E T H:

WHEREAS, the Board of Directors of CalTire, the Board of Directors of
CalTire2 and all of the members of CLLC have determined that it is advisable and
in the best interests of such entities for CalTire2 and CLLC to be merged with
and into CalTire (the "Merger") upon the terms and conditions set forth herein
and in accordance with the California General Corporation Law and the California
Limited Liability Company Act (CalTire, CalTire2 and CLLC are sometimes referred
to herein, collectively, as the "Constituent Entities"); and

WHEREAS, CalTire2 is a wholly-owned direct subsidiary of CalTire; and

WHEREAS, the interest of CLLC is 99% owned by CalTire and 1% owned by
CalTire2.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
THE MERGER

1.1 The Merger. Subject to the terms and conditions contained herein,
at the Effective Time (as defined below), CalTire2 and CLLC (each a
"Disappearing Entity" and, collectively, the "Disappearing Entities") will be
merged with and into CalTire, with CalTire being the surviving corporation in
the Merger (the "Surviving Corporation"). Upon the effectiveness of the Merger,
the Surviving Corporation shall possess all of the rights, privileges, powers
and franchises of each Disappearing Entity, and all property (real, personal and
mixed) and other assets (tangible and intangible) belonging to each Disappearing
Entity shall be vested in the Surviving Corporation, and all such property,
assets, rights, privileges, powers and franchises shall thereafter belong to the
Surviving Corporation, and the title to any real estate vested by deed or
otherwise in any Disappearing Entity shall not revert or be in any way impaired
by reason of the Merger, but all rights of creditors and all liens upon any
property of any Disappearing Entity shall be preserved unimpaired, and all
debts, liabilities and duties of each Disappearing Entity shall, following the
Merger, attach to the Surviving Corporation and may be enforced against it to
the same extent as if said debts, liabilities and duties had been incurred or
contracted by the Surviving Corporation.

1.2 Consummation of the Merger. Promptly following and subject to the
satisfaction of the conditions set forth in Article IV herein, the parties
hereto shall cause a copy of this Agreement of Merger along with all necessary
attachments to be filed with the Secretary of State of California in such form
as required by, and executed in accordance with, the relevant provisions of the
California General Corporation Law and the California Limited Liability Act. The
Merger shall be effective upon the completion of such filing (the "Effective
Time").

1.3 Further Assurances. If at any time after the Effective Time the
Surviving Corporation shall consider or be advised that any further deeds,
assignments, assurances or any other acts are necessary, desirable or proper to
vest, perfect or confirm, of record or otherwise, in the Surviving Corporation,
the title to any property or right of either Disappearing Entity acquired or to
be acquired by reason, or as a result, of the Merger, each Disappearing Entity
agrees that the Surviving Corporation and its officers shall execute and deliver
all such deeds, assignments and assurances and do all acts necessary, desirable
or proper to vest, perfect or confirm title to such property or right in the
Surviving Corporation, and the officers of the Surviving Corporation are fully
authorized in the name of such Disappearing Entity or otherwise to take any and
all such action.

ARTICLE II
THE SURVIVING CORPORATION

2.1 Articles of Incorporation. At and following the Effective Time, the
Articles of Incorporation of CalTire shall continue to be the Articles of
Incorporation of the Surviving Corporation until amended or repealed in
accordance with the terms thereof and applicable law, subject to and amended by
the following:

Article FIRST is amended to read, in its entirety, as follows:

"The name of the corporation (hereinafter referred to
as the "corporation") is California Tire Company."

2.2 By-Laws. At and following the Effective Time, the By-Laws of
CalTire shall continue to be the By-Laws of the Surviving Corporation until
amended or repealed in accordance with the provisions thereof, the Articles of
Incorporation of the Surviving Corporation and applicable law.

2.3 Directors. At and following the Effective Time, the directors of
CalTire shall continue to be the directors of the Surviving Corporation until
their respective successors are duly elected and qualified in the manner
provided in the By-Laws and the Articles of Incorporation of the Surviving
Corporation and applicable law, or until their earlier resignation or removal.

2.4 Officers. At and following the Effective Time, the officers of
CalTire shall continue to be the officers of the Surviving Corporation until
their successors are duly elected and qualified in the manner provided in the
By-Laws and the Articles of Incorporation of the Surviving Corporation and
applicable law, or until their earlier resignation or removal.

ARTICLE III
CONVERSION AND CANCELLATION OF SHARES

3.1 Conversion and Cancellation of Shares. At the Effective Time, by
virtue of the Merger and without any further action on the part either of the
Constituent Entities or any holder of any of the capital stock or any interest
thereof:

(a) Each issued and outstanding share of CalTire2 Common Stock
shall be canceled and all rights and privileges related thereto shall
terminate, and no shares of the Surviving Corporation shall be issued
in respect thereof.

(b) Each interest of CLLC shall be canceled and all rights and
privileges related thereto shall terminate, and no shares of the
Surviving Corporation shall be issued in respect thereof.

(c) Each issued and outstanding share of CalTire Common Stock
shall remain outstanding after the Merger and shall not be affected
thereby.

ARTICLE IV
CONDITIONS TO CLOSING

The obligations of each of CalTire2, CLLC, and CalTire to consummate
the transactions contemplated by this Agreement are subject to the approval of
the Merger at or before the Effective Time, by the affirmative vote or by the
written consent, as required by law, of the holders of a majority of the
outstanding shares of CalTire Common Stock, of the holders of a majority of the
outstanding shares of CalTire2 Common Stock and of the holders of a majority in
interest of the members of CLLC.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

CalTire Acquisition Co.,
a California corporation

By: /s/ Donald C. Roof
------------------------------
Donald C. Roof
Vice President

By: /s/ J. Michael Gaither
--------------------------------
J. Michael Gaither
Secretary

CalTire Acquisition Co. #2,
a California corporation

By: /s/ Donald C. Roof
--------------------------------
Donald C. Roof
Vice President

By: /s/ J. Michael Gaither
--------------------------------
J. Michael Gaither
Secretary

California Tire Company, LLC,
a California limited liability company

By: /s/ J. Michael Gaither
--------------------------------
J. Michael Gaither
Manager

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Donald C. Roof and J. Michael Gaither state and certify that:

1. They are the Vice President and Secretary, respectively, of CalTire
Acquisition Co., a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board
of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares
is 1,000.

4. The shareholder percentage vote required for the aforesaid approval was any
vote greater than 50 percent.

5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

On the date set forth below, in the City of Charlotte in the State of North
Carolina, each of the undersigned does hereby declare under the penalty of
perjury under the laws of the State of California that he signed the foregoing
certificate in the official capacity set forth beneath his signature, and that
the statements set forth in said certificate are true of his own knowledge.

Signed on February 5, 1999.

/s/ Donald C. Roof
------------------------------
Donald C. Roof, Vice President

/s/ J. Michael Gaither
------------------------------
J. Michael Gaither, Secretary

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Donald C. Roof and J. Michael Gaither state and certify that:

1. They are the Vice President and Secretary, respectively, of CalTire
Acquisition Co. #2, a California corporation.

2. The agreement of merger in the form attached was duly approved by the Board
of Directors and shareholders of the corporation.

3. There is only one class of shares and the total number of outstanding shares
is 1,000.

4. The shareholder percentage vote required for the aforesaid approval was any
vote greater than 50 percent.

6. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

Signed on February 5, 1999.

/s/ Donald C. Roof
------------------------------
Donald C. Roof, Vice President

/s/ J. Michael Gaither
------------------------------
J. Michael Gaither, Secretary

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IMPORTANT -- READ THE INSTRUCTIONS ON THE BACK OF THIS FORM BEFORE COMPLETING | THIS SPACE FOR FILING ONLY
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| | |
1. Name of surviving entity: | 2. Type of entity | 3. File number: | 4. Jurisdiction of organization:
CalTire Acquisition Co. | Corporation | 2129772 | California
| | |
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| | |
5. Name of disappearing entity: | 6. Type of entity | 7. File number: | 8. Jurisdiction of organization:
California Tire Company, LLC | LLC | | California
| | |
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9. If a vote was required pursuant to Section 17551 or Section 1200 et seq., enter each class entitled to
vote and the percentage of vote required:

|
Surviving Entity | Disappearing Entity
---------------- | -------------------
Each class entitled Percentage of vote | Each class entitled Percentage of vote
to vote required | to vote required
------------------- ------------------ | ------------------- --------------------
Common greater than 50% | Membership interest majority in interest
|
- ---------------------------------------------------------------------------------------------------------------

10. The principal terms of the agreement of merger were approved by a vote of the number of interests or shares
of each clas that equaled or exceeded the vote required:
/ X / Yes / / No

- ---------------------------------------------------------------------------------------------------------------

11. Requisite changes to the information set forth in the articles of organization of the surviving limited
liability company resulting from the merger. Attach additional pages if necessary:

Not applicable

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12. Principal business address of the surviving foreign limited liability company or other business entity:

Address: Not applicable

City: State: Zip Code:

- ---------------------------------------------------------------------------------------------------------------

13. Other information required to be stated in the certificate of merger pursuant to the laws under which
each constituent other business entity was organized. Attach additional pages if necessary.

Not applicable

- ---------------------------------------------------------------------------------------------------------------

14. Future effective date, if any: | 15. Number of pages attached, if any:
|
Not applicable | 1
|
- ---------------------------------------------------------------------------------------------------------------

15. I certify that the statements contained in this document are true and correct of my own knowledge. I
declare that I am the person who is executing this instrument, which execution is my act and deed. Attach
additional signature pages, if necessary.

Donald C. Roof [signature] Donald C. Roof, Vice President
-------------------------------------- --------------------------------------
Signature of authorized person for the Type or print name and title of person
surviving entity signing

J. Michael Gaither [signature] J. Michael Gaither, Secretary
-------------------------------------- --------------------------------------
Signature of authorized person for the Type or print name and title of person
surviving entity signing

J. Michael Gaither [signature] J. Michael Gaither, Manager
-------------------------------------- --------------------------------------
Signature of authorized person for the Type or print name and title of person
surviving entity signing

-------------------------------------- --------------------------------------
Signature of authorized person for the Type or print name and title of person
surviving entity signing

ATTACHMENT TO CERTIFICATE OF MERGER

5a. Name of disappearing entity: CalTire Acquisition Co. #2

6a. Type of entity: Corporation

7a. File number:

8a. Jurisdiction of organization: California

9a. Disappearing Entity

Each class entitled to vote: Percentage of vote required
---------------------------- ---------------------------
common greater than 50%

16a. I certify that the statements contained in this document are true and
correct of my own knowledge. I declare that I am the person who is executing
this instrument, which execution is my act and deed.

/s/ Donald C. Roof /s/ Donald C. Roof, Vice President
- ------------------------------ -----------------------------------
Signature of authorized person Type or print name and title
for the disappearing entity of person signing

/s/ J. Michael Gaither /s/ J. Michael Gaither, Secretary
- ------------------------------ -----------------------------------
Signature of authorized person Type or print name and title
for the disappearing entity of person signing