PURPOSE OF THE AGREEMENT

EXHIBIT 10.11

DRIVER'S MART/registered trademark/ RETAILER AGREEMENT

This Agreement, effective the _____ day of _______, 19___, is entered into by
Driver's Mart/registered trademark/ WORLDWIDE, INC. (DMV), AND
________________________________________.

(_____) a proprietorship;
(_____) a partnership;
(_____) a corporation, incorporated in the State of ________
on ___________ located in __________________;
(_____) a limited liability company (Retailer).

The principal purposes of this Agreement are to:

A. affirm the commitment of DMW and Retailer to adhere to the Driver's
Mart/registered trademark/" Philosophy and achieve the Driver's
Mart/registered trademark/ Mission,

B. identify the framework within which DMW and Retailer will jointly
act to fulfill their commitments to each other;

C. authorize Retailer to represent itself as a Driver's Mart/registered
trademark/' Retailer; and

D. identify other commitments, rights and responsibilities of DMW and
Retailer growing out of this mutual relationship.

1. DRIVER'S MART/registered trademark/ MISSION

The Mission of DMW is to develop a network of the world's best
retailers of used motor vehicles. DMW and its Retailers together aspire
to be leaders in on road transportation measured by quality, cost and
customer satisfaction through the integration of people, technology and
business systems.

2. DRIVER'S MART/registered trademark/ PHILOSOPHY

DMW believes that Retailers should develop and maintain a strong
relationship with Customers. To further the spirit of trust and respect
which is critical to the relationship with the Customer, DMW and its
Retailers will conduct business in an open and fair manner and pledge
their service, both as volunteers and as contributors, to the
communities where Customers reside.

3. RETAILER COMMITMENT TO MISSION AND PHILOSOPHY

In consideration of the mutual rights, benefits and obligations
contained herein, Retailer hereby agrees to adhere strictly to DMW's
standards and policies, upon which the Driver's Mart/registered
trademark/ System is founded, including, but not limited to, the
Driver's Mart/registered trademark/ Mission and Philosophy; DMW's
prescribed methods of making sales and delivering service; its Retail
Environmental Design (RED) package for the design, layout and
construction of facilities; its Market Area Approach to expansion; and
its emphasis on creating employee and customer enthusiasm, maintaining
an atmosphere of truth and openness for the conduct of business, and
providing exceptional value through extraordinary service, high quality
products and competitive prices. These standards and policies will
evolve over time through the mutual sharing of ideas and experience
between DMW and its Retailers.

Retailer acknowledges that its strict adherence to DMW's standards and
policies strengthens brand equity and Customer acceptance of Driver's
Mart/registered trademark/ in the marketplace, and constitutes the
foundation of the Driver's Mart/registered trademark/ TI System under
which it conducts business.

4. SHARED RESPONSIBILITY

Consistent with the Driver's Mart/registered trademark/" Philosophy,
DMW and Retailer pledge to maintain the highest ethical standards in
all activities.

5. DISPUTE RESOLUTION PROCESS

A. EXCLUSIVE REMEDY

DMW and Retailer believe that their mutual commitment to the
Mission and Philosophy, and highest ethical standards, should
minimize the potential for disputes. The parties agree to
resolve disputes that do arise in good faith by negotiation.
If a matter has not been resolved within sixty (60) days of a
party's request for negotiation, any party to the dispute may
initiate mediation.

B. MEDIATION

If any dispute has not been resolved by negotiation, the
parties shall next attempt in good faith to settle the dispute
by mediation under the then current Center for Public
Resources ('CPR") Model Procedure for Mediation of Business
Disputes. The neutral third party shall be selected from the
CPR panels of Neutrals, with the assistance of CPR, unless the
parties otherwise agree.

C. LITIGATION

If and only if negotiation and mediation fail to resolve the
dispute, then any party to the dispute may resort to
litigation. In that event, DMW and Retailer agree that any
such action shall be filed in the Richmond Division of the
United States District Court for the Eastern District of
Virginia, and no other United States District Court, provided
the requirements of federal subject matter jurisdiction are
satisfied. If federal subject matter jurisdiction is lacking,
then DMW and Retailer agree that any action shall be brought
in the Circuit Court of the City of Richmond, Virginia, and in
no other state court. DMW and Retailer hereby consent to
submit to the personal jurisdiction of the two courts
specified in this section, and they agree not to object to
venue therein. DMW and Retailer each hereby waive their right
to trial by jury.

D. COSTS AND ATTORNEYS' FEES

DMW and Retailer agree that each party to any dispute shall
bear its own costs and attorneys' fees through negotiation and
mediation. Any fees and costs of CPR and a neutral third party
mediator incurred in connection with mediation shall be shared
equally by the parties to the dispute. If, however, litigation
is initiated, DMW and Retailer further agree that the
prevailing party shall be entitled to recover from the
non-prevailing party all reasonable costs and attorneys' fees
expended by the prevailing party in connection with
prosecuting or defending the lawsuit, including any such costs
or attorneys' fees expended on appeal.

E. EXCLUSIVITY OF DISPUTE RESOLUTION PROCESS

DMW and Retailer agree that the dispute resolution process in
this Article 5 shall be the exclusive mechanism for resolving
any dispute between them, including without limitation any
dispute arising out of or relating to this Agreement, its
creation, modification, or termination.

6. AUTHORIZED RETAILER

Retailer has presented to DMW information regarding its qualifications
to he appointed a Driver's Mart/registered trademark/ Retailer.
Retailer and Retailer's Operator and Owner(s) have been evaluated and
found to satisfy DMW's standards. Retailer has also presented to DMW a
Market Area Plan for its assigned Area of Primary Responsibility (APR),
stating Retailer's proposal to develop and operate facilities in its
APR to represent Driver's Mart/registered trademark/ and DMW has
accepted the Plan.

In reliance upon these representations and submissions made by Retailer
and Retailer's commitment to the Driver's Mart/registered trademark/
Mission and Philosophy, DMW grants Retailer a non-exclusive right to
identify itself as an authorized Driver's Mart/registered trademark/
Retailer at the locations) approved by DMW. and a non-exclusive license
to use DMW's proprietary designations, including the ▇▇▇▇ ▇▇▇▇▇▇'▇
Mart/registered trademark/tm"', in connection with the products and
services Retailer will offer to customers at such approved locations).

7. RETAILER OPERATOR

A. PERSONAL OUALIFICATIONS;

DMW selects quality Retailer Owners who are committed to the
Driver's Mart/registered trademark/ TI Mission and Philosophy
and meet DMW's selection criteria. Retailer candidates with
experience in the automobile business must participate in a
selection process to demonstrate qualifications under DMW's
Retailer selection criteria.

B. MANAGEMENT RESPONSIBILITY

DMW and Retailer agree that the Retailer Operator has the
authority to exercise management control of the Retailer.

The ownership and management of Retailer and any other
arrangements necessary to comply with this Article are
described in Retailer's Market Area Plan.

8. TERM

If Retailer continues to meet all conditions and fulfill its obligations
and responsibilities under this Agreement, the Agreement will not expire
until 90 days following the death or incapacity of Retailer Operator. If
this Agreement is to expire because of the death or incapacity of R '
etailer Operator, Retailer may request a deferral of the effective date
of expiration to assist Retailer in winding up its Retailer business or
to provide for a transfer of assets or ownership previously approved
under Article 19. The request must be made at least 30 days prior to the
effective date of expiration, and DMW will not unreasonably refuse to
grant any necessary extension.

9. AUTHORIZED LOCATIONS AAD TERRITORIAL RIGHTS

A. RETAILER'S MARKET AREA

Retailer has been furnished a Notice of Retailer's Area of
Primary Responsibility (APR). Retailer is responsible for
effectively selling, servicing, and otherwise representing the
Driver's Mart/registered trademark/ System in the territory
designated. Retailer agrees to conduct retail facility
operations only from approved locations within its Marketing
Area, specified in Retailer's Market Area Plan as described in
Article 14. Where applicable, Retailer will establish
additional facilities in the time and manner agreed to by
Retailer and DMW in the Plan.

(1) Facility Design and Appearance

Retailer's facilities shall share common elements of
architectural design and a retail environment that is
readily identifiable as a Driver's Mart/registered
trademark/ T" retail facilit)-. Accordingly, Retailer
agrees to provide Retailer facilities consistent with
DMW's Retail Environmental Design Package. Retailer
agrees to review all proposed facility plans with DMW
and obtain DMW's approval before committing to
construction. renovation and/or purchase. In the
event Retailer's facilities, or the real estate on
which the facilities will be located, will be leased
by Retailer from another party (whether such other
party is affiliated with Retailer or not), then
before this Agreement shall be deemed effective DMW
shall have the right to review and approve the terms
of such lease as permitting the functions and rights
contemplated by this Agreement.

Retailer pledges that its facility will be properly
maintained and satisfactory in appearance to promote
and preserve the image of a Driver's Mart/registered
trademark/" retail facility. Retailer further agrees
to make any future modifications to facilities which
may be approved by the Board of Directors of DMW.
Retailer agrees that it will not make modifications
to its facilities without DMW's prior written
authorization.

(2) Exclusive Use

To ensure that DMW and Retailer benefit from the
common retail facility design and retail environment
and to ensure that Retailer can effect properly any
required future modifications, Retailer agrees that
its facilities, including the individual sites
approved by DMW, will be used exclusively for the
conduct of Driver's Mart/registered trademark/"
retail facility operations. Driver's Mart/registered
trademark/ retail facility operations include the
sale, leasing and service of motor vehicles and
related products and other products as may be offered
through DMW from time to time.

Site approval includes, but is not limited to,
property location. legal description, dimensions, and
positioning of the facility on the property.

B. TERRITORIAL RIGHTS

It is the intention of DMW and Retailer that Retailer devote
its full efforts to developing its Area of Primary
Responsibility (APR). Consequently, Retailer agrees that it
will not engage, either directly or indirectly, in any of the
activities contemplated by this Agreement from locations
outside of its APR.

DMW will not authorize any other Retailer to establish a
Driver's Mart/registered trademark/ retail facility in
Retailer's APR if Retailer meets its obligations under the
Market Area Plan and this Agreement. If Retailer fails to
develop its territory according to its Market Area Plan, then
DMW may terminate this Agreement for failure of performance
under Article 19 or restructure Retailer's APR and reassign
any areas necessary to achieve the maximum potential
development of the territory.

10. RETAILER'S RESPONSIBILITY TO MARKET, SELL AND SERVICE

A. RESPONSIBILITY TO MARKET AND SELL

Retailer agrees to undertake an effective program to market
and sell (including rental and leasing) used motor vehicles
through its Driver's Mart/registered trademark/ business to
Customers located in its APR.

Retailer agrees that its minimum performance standard shall be
the number of Driver's Mart/registered trademark/"
transactions prescribed by Retailer's Market Area Plan, as
described in Article 14. For purposes of this requirement,
'Driver's Mart/registered trademark/" transaction' shall mean
a vehicle sale or lease for which a fee is due DMW from
Retailer pursuant to Article 12, or the financing of a
customer's purchase through DMW's financing affiliate or
through a DMW-approved fmancing source. Retailer's performance
of this obligation will be reviewed annually in conjunction
with its performance of its obligations under the Market Area
Plan.

Effective June 1, 1997, Retailer agrees that its minimum
performance standard shall be the greater of (1) 300 Driver's
Mart/registered trademark/" transactions per month, or (2) the
number of Driver's Mart/registered trademark/tm"' transactions
prescribed by Retailer's Market Area Plan, provided DMW has
identified sources of motor vehicles for Driver's
Mart/registered trademark/ Retailers that are satisfactory in
the sole judgment of the DMW Board of Directors.

B. RESPONSIBILITY TO PROVIDE SERVICE

Retailer agrees to provide courteous, convenient, prompt,
efficient and quality service to owners of motor vehicles
purchased from Retailer which remain under warranty. All
service will be performed in a professional manner in
accordance with the systems in the Retailer Operating Systems
Manual and in accordance with Driver's Mart/registered
trademark/'s" World Class Retailing Standards and the Retailer
Service Reference Guide as they exist from time to time.

11. SUPPLY OF PRODUCTS

A. MOTOR VEHICLES

(1) DMW will use its best efforts to identify sources of late
model, low mileage, good condition used motor vehicles for
its Driver's Mart/registered trademark/' Retailers. It is
contemplated that each Retailer will appoint a Sourcing
Agent who will negotiate the purchase of vehicles on
behalf of the Retailer. Each Retailer will purchase the
vehicles directly from the source, and such vehicles will
be shipped directly to Retailer by the source using such
carriers as are arranged and paid for by the Retailer. DMW
will attempt to identify for the Retailer those sources
with the number and mix of brands identified by the
Retailer to DMW on a monthly basis, and at the best prices
for Retailer available in the market.

(2) In addition to the sources for motor vehicles identified
by DMW, Retailer may purchase vehicles for resale from any
source, provided the vehicles meet the minimum standards
of quality and condition specified in the Retailer
Operating Systems Manual.

(3) DMW assumes no responsibility to Retailer for the quality
or condition of vehicles purchased by Retailer from any
source, whether or not DMW has identified the source to
the Retailer, and DMW makes NO WARRANTY OF ANY KIND TO
RETAILER, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

(4) DMW, in identifying sources for motor vehicles, will
endeavor to provide all Driver's Mart/registered
trademark/" Retailers with a fair and equitable
opportunity to negotiate with sources of used motor
vehicles. Retailer acknowledges and agrees that DMW may
exercise its own discretion, without liability to
Retailer, in identifying particular sources to Retailers
that in DMW's judgment best serve the markets in which
Driver's Mart/registered trademark/ T" Retailers are
located.

(5) Retailer recognizes that customers expect Retailer to have
a reasonable quantity and variety of motor vehicle models
in inventory. Accordingly, Retailer agrees to stock at all
times a minimum of 200 vehicles consisting of a mix of
brands and models appropriate for Retailer's market.

B. OTHER PRODUCTS AND SERVICES

DMW may from time to time provide other products and services
to Retailer for resale. including parts, accessories,
insurance and financing. Retailer's participation in such
product and service programs shall be in accordance with
Retailer's Market Area Plan.

12. FEE FOR VEHICLES SOLD OR LEASED

A. SALES OR LEASES BEFORE DRIVER'S MART/registered trademark/
STORE OPENS

It is contemplated that before Retailer opens its first
Driver's Mart/registered trademark/ T' store for business,
Retailer may sell or lease, through the existing used car
business associated with the Retailer's new car business,
vehicles obtained from sources identified for Retailer by DMW.
Retailer shall pay to DMW $200 for each such vehicle so sold
or leased to a retail customer.

B. SALES OR LEASES AFTER DRIVER'S MART/registered trademark/
STORE OPENS

Once Retailer's first Driver's Mart/registered trademark/
store is opened for business, Retailer shall pay DMW $200 for
each motor vehicle sold or leased to a retail customer by
Retailer's Driver's Mart/registered trademark/ TI business,
regardless of the source from which the Retailer obtains the
vehicle. Retailer shall also pay DMW $200 for each motor
vehicle obtained from sources identified for Retailer by DMW
which is sold or leased to a retail customer through
Retailer's used car business associated with Retailer's new
car business.

C. DUE DATE

All payments by Retailer to DMW for vehicles sold or leased,
in accordance with subparagraphs A and B, shall be made for
receipt by DMW by the fifteenth day of the month following the
month in which the sales or leases were made.

13. WARRANTIES TO CUSTOMERS

A. MOTOR VEHICLES

Retailer agrees to include with each sale of a used motor
vehicle by its Driver's Mart/registered trademark/tm"
business, regardless of the source from which the vehicle was
obtained, a written warranty in favor of the customer
designated "THE DRIVER'S MART/registered trademark/ LIMITED
WARRANTY and containing the terms, and no others, prescribed
for such warranty by the Retailer Operating Systems Manual.
Retailer, not DMW, shall be the sole obligor under such
warranty, and Retailer shall indemnify and hold DMW harmless
with regard to any claims under such warranty.

Retailer understands and agrees that it is in the mutual
interests of all Retailers within the Driver's Mart/registered
trademark/ System to meet the warranty service needs of all
Driver's Mart/registered trademark/ customers, regardless of
which Driver's Mart/registered trademark/ store sold the
vehicle and issued the warranty to the customer. Accordingly,
Retailer agrees that when presented with a valid request for
service under the terms of THE DRIVER'S MART/registered
trademark/ LIMITED WARRANTY issued bv another Driver's
Mart/registered trademark/ , Retailer will perform that
warranty service without charge to the customer. In such
cases, the Driver's Mart/registered trademark/ Retailer that
sold the vehicle and issued the warranty to the customer shall
be responsible to the servicing Retailer for the warranty
service charges in accordance with the warranty reimbursement
rates prescribed for such service by the Retailer Operating
Systems Manual. The servicing Retailer shall submit claims for
warranty service reimbursement to the selling Retailer, and
the Selling Retailer shall pay such claims, in accordance with
the procedures prescribed by the Retailer Operating Systems
Manual.

B. OTHER PRODUCTS

Retailers shall issue such limited warranties on other
products sold by Retailer to customers. including parts and
accessories, as are prescribed from time to time by the
Retailer Operating Systems Manual. Any products sold to
Retailer for resale by a designated supplier are not warranted
by DMW and are warranted only as specified by the supplier.

14. BUSINESS PLANNING

A. MARKET AREA PLAN

Retailer and DMW will agree upon and execute a Market Area
Plan (Plan) which describes how Retailer will develop its Area
of Primary Responsibility (APR) and fulfill its sales and
service commitments. The Plan is an essential part of this
Agreement.

(1) Market Area Development

Retailer agrees to develop its assigned APR according
to the Market Area Plan. Its commitment for
development includes:

a. detailed description of the number,
location, type, size and opening date of the
first facilities to be provided;

b. detailed implementation schedules; and

c. statement of Retailer's legal and financial
structure, including capitalization, line of
credit and equity ownership.

(2) Operations

Retailer agrees to fulfill the sales and service
commitments described in the Marketing Area Plan. Its
commitments and operations include:

a. performance standards;

b. detailed organizational structure and
staffing plans;

c. plans for personnel development,

d. specific plans for maximizing customer
enthusiasm, including hours of operation and
customer convenience systems,

e. advertising, merchandising, and community
relations plans. and

f. other items as agreed by DMW and Retailer.

B. ANNUAL PLAN REVIEW

(1) Performance Evaluation

Retailer's performance of its obligations under the
Market Area Plan is essential to its effective
operation as a Driver's Mart/registered trademark/tm
Tm Retailer, and to the reputation and goodwill of
the Driver's Mart/registered trademark/ System.
Therefore, Retailer agrees to review its performance
against the prior year's Plan in its updated Plan.
DMW and Retailer will use this analysis as the basis
for jointly evaluating Retailer's performance so that
any necessary improvements can be made.

Factors considered in evaluating Retailer's
performance will include its attainment of the prior
year's objectives, Retailer's performance trends,
Retailer's financial performance and the manner in
which Retailer has conducted its operations. Periodic
facility evaluations will be conducted, including an
evaluation of Retailer's compliance with thencurrent
requirements and standards for Retailer under the
Market Area Plan. Other factors considered in the
evaluation will include product availability and an
assessment of whether actual market conditions
adversely affected Retailer's ability to attain the
prior year's objectives.

(2) Plan Modifications

While Retailer's plan for APR development is subject
to update, modifications to facility plans will occur
only if DMW believes that a material change in
marketing conditions warrants a proposed
modification.

Plans for operations are subject to update, but
modifications can be implemented only if DMW and
Retailer reach consensus that the proposed
modifications are consistent with the Driver's
Mart/registered trademark/" Mission, Philosophy, and
systems.

15. DRIVER'S MART/registered trademark/ SYSTEMS

Retailer recognizes that achieving industry-leading customer enthusiasm
is a major objective of the Driver's Mart/registered trademark/
Mission. This level of satisfaction cannot be attained without
consistent application by all Retailers of designated sales, service,
marketing, facilities and other systems. Retailer agrees to purchase,
implement and maintain required systems identified in this agreement.

A. SYSTEM FOR WHICH RETAILER PAYS

(1) Sales and Service Systems

Retailer agrees to pay DMW or approved sources for
initial systems necessary to develop and implement
Driver's Mart/registered trademark/' sales and
services in Retailer's APR. These systems include
materials and programs which will promote proper,
consistent

and competitive display, sales and service of
products. Periodically, the DMW Board of Directors
will determine that new updated materials,
information or programs are necessary. Retailer
agrees to accept and utilize such designated new or
updated materials, information or programs and pay
any applicable charges.

(2) Computer System

The Driver's Mart/registered trademark/ Mission
involves the integration of people, technology! and
business systems. This integration is possible only
if all Retailers have computer systems which meet the
customer's information needs and the Retailer's
internal business needs, permit direct communication
between Retailers and DMW, and give DMW ready access
to Retailer's accounts and records. Accordingly,
Retailer agrees to purchase and use the approved
computer system packages.

To maintain this integration, Retailer agrees to
update its computer system packAges when changes are
approved.

(3) Signs

To promote consistency of image, Retailer agrees to
purchase, maintain and use only signs approved by
DMW. Retailer agrees to make and pay for any changes
in signage.

(4) Tools and Equipment

Retailer agrees to provide adequate service tools and
equipment as required to fulfill its responsibilities
for service. Retailer also agrees to purchase and
maintain specified special tools and equipment, as
required to fulfill its responsibilities for service.

B. Other Systems

(1) Convenience Systems

An integral part of DMW's plan to develop
industry-leading Customer satisfaction is to promote
Driver's Mart/registered trademark/ Retailers as the
unsurpassed source of convenient motor vehicle sales
and service. Retailer agrees it will conduct Retailer
operations to support this concept in accordance with
the Retailer Operating Systems Manual.

(2) Accounts and Records

a. Uniform Accounting System

Both DMW and Retailers can benefit by using
Retailer operating information to develop
composite operating statistics, analyze
Retailers' business management practices,
and assess the impact of DMW's policies and
practices. To assure maximum benefit,
Retailer agrees to maintain a uniform
accounting system and furnish reports and
records as provided in the Driver's
Mart/registered trademark/ Retailer
Accounting Manual.

b. Examination of Accounts and Records

In addition to the access which DMW has to
Retailer's accounts and records through
computer systems, any designated
representative of DMW is authorized

to examine, audit, reproduce and take copies
of any of the accounts and records Retailer
maintains under this Agreement. Retailer
agrees to make such accounts and records
readily available at its facilities during
business hours. DMW agrees to furnish
Retailer with a copy of any reproduced
records.

c. Confidentiality of Retailer Data

DMW will not furnish any personal or
financial data submitted to it by Retailer
to any non-affiliated entity in a format
that permits identification of the Retailer.
unless authorized by Retailer, required by
law, pertinent to proceedings under the
Dispute Resolution Process, or to court or
administrative proceedings.

(3) Additional Systems

Retailer can use additional systems that are
compatible with the Driver's Mart/registered
trademark/ Mission, Philosophy, and systems. Retailer
agrees to discontinue use of systems deemed
incompatible by DMW.

16. MARKETING ASSOCIATIONS

DMW and Retailer acknowledge the mutual benefits of comprehensive joint
advertising and merchandising by Retailers to promote sales and
service. It is the intent of DMW to retain a national advertising firm,
the cost of which shall be charged to each Retailer in a manner to be
agreed.

Any marketing associations established will assess a fixed amount for
each motor vehicle sold by Retailers to fund advertising and
merchandising programs. As a service to the associations, DMW will
collect the assessed amount.

Any and all advertising by Retailer (whether print, broadcast,
electronic, mail, or billboard) shall be subject to prior review and
approval by DMW.

17. TRAINING

Training of all Retailer team members is critical to the success of
Retailer and DMW in conducting business based on the Mission,
Philosophy and designated systems. Therefore, Retailer agrees that all
its team members will participate in initial and ongoing training
programs identified in the Driver's Mart/registered trademark/ Retailer
Training Manual, and any other approved by the Driver's Mart/registered
trademark/ Development Team, including any contracted training services
within the time frames specified. Retailer agrees to pay any specified
training charges.

18. CAPITALIZATION

Retailer will maintain the levels of capitalization mutually agreed
upon by DMW and Retailer in the Market Area Plan to ensure Retailer's
financial capability to fulfill its commitments. To avoid erosion of
DMW's and the Driver's Mart/registered trademark/ System's goodwill
which could result if Retailer is financially unable to fulfill its
commitments, Retailer agrees to have and maintain a line of credit from
a financial institution available for Retailer to draw upon which may
be supplemented by a line of credit obtained through DMW. The amount of
the line of credit and the identity of the financial institution shall
be included in Retafler's Market Area Plan.

19. CHANGES IN OWNERSHIP

Retailer and DMW recognize that it is essential to success that each
Retailer be owned and operated by parties committed to the Mission and
Philosophy. It is equally important that the Retailer Operators remain
highly qualified and continue to meet the same high personal standards
of the initial Driver's Mart/registered trademark/ Retailer Operators.
Because DMW has entered into this Agreement based on the personal
qualifications of Retailer Operator and the qualifications of any
Owner(s), Retailer agrees that it cannot assign its right under this
Agreement except as provided in this Article.

A. SUCCESSION RIGHTS UPON DEATH OR INCAPACITY

(1) Successor Addendum

Retailer can apply for a Successor Addendum
designating a proposed Retailer Operator and/or
Owners of a successor Retailer to be established if
this Agreement expires because of death or incapacity
of the Retail Operator or Owners. DMW will execute
the Successor Addendum if the proposed Retailer
Operator successfully completes the Retailer
Selection Process then used by DMW to evaluate
proposed new Retailers. and any proposed Owners
satisfy applicable Retailer Selection Criteria. At
the time of application, Retailer will pay DMW a
non-refundable fee to defray costs associated with
review of the proposal.

(2) Rights of Remaining Owners

If this Agreement expires because of the death or
incapacity of the Retailer Operator, and Retailer and
DMW have not executed a Successor Addendum, the
remaining Owners may propose a Retailer, a Retailer
Operator, and Retailer Owners to continue the
operations identified in this Agreement. The proposal
must be made in writing to DMW at least 30 days prior
to the expiration of this Agreement, including any
deferrals granted under Article 8. At the time of
application, Retailer will pay DMW a non-refundable
fee to defray costs associated with review of the
proposal.

The proposal will be accepted if it meets the
requirements of Article 19A(3), if the proposed
Retailer Operator successfully completes the Retailer
Selection Process, and any proposed Owners satisfy
applicable Retailer Selection Criteria.

(3) Successor Retailer Requirements

DMW will accept a proposal to establish a successor
Retailer submitted by a proposed Retailer Operator
under Article 19A provided:

a. the proposed successor Retailer and the
proposed Retailer Operator are ready,
willing and able to comply with the
requirements of a new Retailer Agreement and
agree to adhere to and implement the Market
Area Plan agreed to by Retailer;

b. the proposed Retail Operator successfully
completes the Retailer Selecting Process,
and the proposed Owners satisfy the
applicable Retailer Selection criteria; and

c. all outstanding monetary obligations of
Retailer to DMW have been paid.

(4) Limitation on Offers

Retailer will be notified in writing of the decision
on a proposal under Article 19A(3) within 60 days
after Retailer has submitted all applications and
information reasonably requested by DMW and the
proposed Retailer Operator has successfully completed
the Retailer Selection Process. DMW's offer of a new
Retailer Agreement under this Article 19A will
automatically expire if not accepted by the proposed
successor Retailer WiEllin 60 days after it receives
the offer.

(5) New Successor Addendum

Retailer may cancel an executed Successor Addendum at
any time prior to the death or incapacity of the
Retailer Operator. DMW may cancel an executed
Successor Addendum only if the proposed Retailer
Operator or proposed Owner(s) no longer meet the
Retailer Selection Criteria applicable to each. The
parties may execute a superseding Successor Addendum
by agreement.

B. Changes of Ownership or Retailer Operator

If Retailer proposes a change in Retailer Operator or a
transfer of its Driver's Mart/registered trademark/. Retailer
business to any person conditioned upon DMW's entering into a
Retailer Agreement with that person, DMW will consider
Retailer's proposal subject to the following:

(1) To maintain the high standard and quality of the
Retailer network, Retailer agrees to give DMW prior
written notice for approval of any proposed
disposition of its principal assets or any proposed
change of ownership in which a party:

a. first acquires a twenty percent equity
ownership or beneficial interest in
the retail business;

b. acquires an additional five percent equity
ownership or beneficial interest in the
retail business in a calendar year; or

c. acquires more than 49% ownership or voting
control in the retail business.

Retailer understands that if any such change is made
prior to DMW's approval of the proposal, termination
of this Agreement will be warranted and DMW will have
no further obligation to consider Retailer's
proposal.

(2) If the proposal involves a change of Retailer
Operator, Retailer will pay DMW a fee to defray the
costs of review of the proposal and completion of the
Retailer Selection Process. DMW has no obligation to
consider the proposal until it has received this
nonrefundable payment.

(3) Retailer will be notified in writing of the decision
on its proposal within 60 days after Retailer has
furnished all applications and information reasonably
requested by DMW and the proposed Retailer Operator
has successfully completed the Retailer Selection
Process. If DMW disagrees with the proposal, it will
specify its reasons.

(4) Any material change in Retailer's proposal, including
change in price, proposed Owners, or Retailer
Operators, will be considered a new proposal, and the
time period for DMW to respond shall recommence.

(5) Prior written approval is not required where the
transfer of equity ownership or beneficial interest
to an individual is:

a. less than five percent in a calendar year,
provided the aggregate amount remains less
than twenty percent, or

b. between existing Owners of Retailer
previously approved by DMW where there is no
change in majority ownership or voting
control. Retailer agrees to notify DMW
within 30 days of the date of the change and
to execute the then prescribed ownership
disclosure form.

(6) DMW is not obligated to execute a new Retailer
Agreement under this Article unless Retailer makes
arrangements acceptable to DMW to satisfy any
indebtedness to DMW.

(7) The owner(s) of a successor Retailer will be required
to own at least that number of units of stock in
Driver's Mart/registered trademark/ WORLDWIDE, INC.
as the owner(s) of the Retailer the successor will
succeed is(are) required to own pursuant to the
Amended and Restated Shareholders' Agreement between
such owner(s) and DMW, and the owners of the
successor will be required to be parties to the
Amended and Restated Shareholders' Agreement.

C. RIGHT OF FIRST REFUSAL OR OPTION TO PURCHASE

(1) Creation and Coverage

If a proposal is submitted by Retailer under Article
1913, DMW has a right of first refusal or option to
purchase the Retailer assets under this Article 19C.
If DMW exercises its right or option, it will do so
in the written decision on Retailer's proposal. DMW's
right or option may be assigned to any party and DMW
will guarantee the full payment of the purchase price
by the assignee. DMW has the right to disclose the
terms of the buy/sell agreement to any potential
assignee.

If Retailer has entered into a bona fide written
buy/sell agreement for its Retailer business or
assets, DMW's right under this Article is a right of
first refusal enabling DMW to assume the buyer's
right and obligations under such buy/sell agreement
and cancel this Agreement and all rights granted
Retailer. In the absence of a bona fide written
buy/sell agreement, DMW has the option to purchase
the principal assets of Retailer utilized in the
Retailer business, other than real property, and
cancel this agreement and all rights granted
Retailer. Real property will be included only if DMW
and Retailer agree.

If DMW exercises its right or option, the fee
described in Article 1913(2) will be refunded if the
person proposed by Retailer as replacement Retailer
operator or owner satisfies the Retailer Selection
Criteria.

DMW's rights under this Article 19C will be binding
on and enforceable against any assignee or successor
in interest of Retailer or purchaser of Retailer's
assets.

If DMW declines to exercise its right of first
refusal or option to purchase under this Article 19C,
DMW retains its right, in accordance with Article
1913, to decline the proposed change in ownership or
transfer of the Retailer's business, and to terminate
this Agreement in accordance with Article 2OA(4) in
the event of a change or transfer without its
approval.

(2) Purchase Price and Other Terms of Sale

a. Bona Fide Agreement

If Retailer has entered into a bona fide
written buy/sell agreement. the purchase
price and other terms of sale will be those
set forth in such agreement and any related
documents, unless Retailer and DMW agree to
other terms.

Upon DMW's request, Retailer agrees to
provide all other documents relating to the
proposed transfer, including, but not
limited to, those reflecting any other
agreements or understandings between the
parties to the buy/sell agreement. If
Retailer does not provide such documentation
or state in writing that such documents do
not exist, it will be presumed that the
agreement is not bona fide.

b. Absence of Bona Fide Agreement

In the absence of a bona fide written
buy/sell agreement, the purchase price of
the Retailer assets, excluding new and
undamaged parts and accessories, will he
determined by good faith negotiations
between the parties. If agreement cannot be
reached, the purchase price will be
determined through the Dispute Resolution
Process. Retailer agrees to transfer the
property by Warranty Deed and/or ▇▇▇▇ of
Sale and Assignment conveying marketable
title free and clear. The Warranty Deed will
be in proper form for recording. Retailer
will also furnish DMW copies of any
easements and licenses necessary for the
conduct of the Retailer business.

20. TERMINATION

A. TERMINATION OF AGREEMENT

(1) By Retailer

Retailer may terminate this Agreement by written
notice to DMW. Termination will be effective 30 days
after DMW's receipt of the notice, unless otherwise
mutually agreed in writing. In the event of
termination under this Article 20, Retailer's stock
in Driver's Mart/registered trademark/tm WORLDWIDE,
INC. shall be redeemed pursuant to the terms of the
Amended and Restated Shareholders' Agreement.

(2) By Agreement

This Agreement may be terminated at any time by
written agreement between DMW and Retailer.

Termination assistance will be applicable only as
specified in the written termination agreement.

(3) Failure to be Licensed

If DMW or Retailer fails to secure or maintain any
license required for the performance of obligations
under this Agreement or such license is suspended or
revoked, either party may immediately terminate this
Agreement by giving the other party written notice.

(4) Misrepresentation, Failure to Conduct Operations, or
Disqualification or Change of Retailer Operator or
Owner

If Retailer submits any false information to DMW,
fails to conduct customary Retailer operations for
seven consecutive business days, or Retailer Operator
or Owner fails to continue to meet the Retailer
Selection Criteria applicable to each, or Retailer
Operator is changed or withdraws without prior
written approval of DMW, or a party, without the
prior approval of DMW:

a. first acquires a twenty percent equity
ownership or beneficial interest in
Retailer.

b. acquires an additional five percent equity
ownership or beneficial interest in a
calendar year, or

c. acquires more than 49% ownership or voting
control, of Retailer.

DMW will notify Retailer and provide 30 days for
Retailer to respond. Thereafter, DMW may notify
Retailer that the Agreement will be terminated not
less than 30 days after receipt of notice. If
Retailer chooses to use the Dispute Resolution
Process, the Agreement will continue pending a firial
resolution of the dispute.

(5) Failure of Performance

If Retailer fails to perform any other obligations it
has under this Agreement, including those in the
Market Area Plan, DMW will review the failure with
Retailer.

If DMW determines that corrective action by Retailer
is not forthcoming, it will notify Retailer of the
failure in writing and of the period of time during
which Retailer is expected to remedy the failure.

If the failure is not remedied within the agreed
period, DMW may terminate this Agreement by giving
Retailer three months advance written notice.

(6) Reliance on Any Applicable Termination Provision

The terminating party may select the termination
provision under which it elects to terminate without
reference in its notice of termination to any other
provisions that may also be applicable. The
terminating party subsequently also may assert other
grounds for termination.

(7) Option to Purchase

If this Retailer Agreement is to expire or terminate
for any reason, DMW has the option to purchase the
principal assets of Retailer utilized in the Retail
business, other than real property, and cancel this
Agreement and all rights granted Retailer, subject to
the Amended and Restated Shareholders' Agreement.
Real property will be included at the option of DMW-

The purchase price of the Retailer assets and other
terms will be determined under Article 19C(2)b. DMW
must advise Retailer of its intent to exercise this
option within 60 days after it notifies Retailer that
an event has occurred which would cause expiration or
warrant termination.

Exercise by DMW of the option to purchase shall not
he a condition for effectiveness of the expiration or
termination of the Retailer Agreement.

(8) Option to Lease or Sublease Facilities

If this Retailer Agreement is to expire or terminate
for any reason, DMW has the option, either for itself
or on behalf of DMW's nominee, to lease or sublease
from Retailer or its affiliate the facility utilized
for Retailer's Driver's Mart/registered trademark/tm"
business for a minimum term of seven years and on
terms and conditions that will enable DMW or its
nominee to continue the Driver's Mart/registered
trademark/ Retailer business at the facility. The
terms and conditions of such lease, including the
amount of the rent. will be determined by good faith
negotiations between the parties. If agreement cannot
be reached, the terms and conditions will be
determined through the Dispute Resolution Process.

If the Retail facilities are not owned by Retailer or
its affiliate at the time of the expiration or
termination of this Retailer Agreement, Retailer will
cooperate with and use its best efforts on behalf of
DMW or its nominee to secure from the owner a lease
or sublease of the facilities for DMW or its nominee
for a minimum term of seven years and on terms and
conditions no less favorable to DMW or its nominee
than the terms and conditions under which Retailer
leased the facility.

DMW must advise Retailer of its intent to exercise
this option within 60 days of either party's notice
to the other that an event has occurred which would
cause expiration or warrant termination. The right of
such option will survive during such 60 days period
even if the expiration or termination of this
Agreement becomes effective before expiration of the
60 days period.

B. TRANSACTIONS AFTER TERMINATION

(1) Orders

If Retailer and DMW do not enter into a new
Retailer Agreement when this Agreement
expires or is terminated, Retailer's
allocations and orders for products will be
automatically canceled unless otherwise
agreed by the parties.

Termination or expiration of this Agreement
will not release Retailer or DMW from the
obligation to pay any amounts owing the
other when due.

(2) Effect of Transactions after Termination

Neither the sale of products to Retailer nor
any other act by DMW or Retailer after
termination or expiration of this Agreement
will be a waiver of the termination or
expiration.

21. ACKNOWLEDGMENT OF FRANCHISE LAW COMPLIANCE

A. Retailer's Investigation

Retailer acknowledges that it has conducted an independent
investigation of the business venture contemplated by this
Agreement, and recognizes that it involves business risks and
that its success will be largely dependent upon the ability of
Retailer. DMW expressly disclaims the making of, and Retailer
acknowledges that it has not received, a warranty or
guarantee, express or implied,

as to the potential volume, profits, or success of the
business venture contemplated by this Agreement.

B. DISCLOSURE

Retailer acknowledges having received a copy of this Agreement
(together with attachments and related documents that are in
effect) at least ten business days prior to the date on which
this Agreement was executed. Retailer further acknowledges
having received the disclosure documents which are required by
the Trade Regulation Rule of the Federal Trade Cominission
entitled "Disclosure Requirements and Prohibitions Concerning
Franchising and Business Opportunity Ventures," and which
contains a copy of this Agreement, at least ten business days
prior to the date on which this Agreement was executed.

C. REVIEW

Retailer acknowledges that it has read and understood this
Agreement (and its attachments and related agreements) and
that DMW has afforded Retailer ample time and opportunity to
consult with advisors of Retailer's own choosing about the
potential benefits and risk of its entering into this
Agreement.

22. GENERAL PROVISIONS

A. NO AGENT OR LEGAL REPRESENTATIVE STATUS

This Agreement does not make either party the agent or legal
representative of the other for any purpose, nor does it grant
either party authority to assume or create any obligation on
behalf of or in the name of the other. No fiduciary
obligations are created by this Agreement.

B. RETAILER'S RESPONSIBILITY FOR ITS OPERATIONS

Except as provided in this Agreement, Retailer is solely
responsible for all expenditures, liabilities and obligations
incurred or assumed by Retailer for the establishment and
conduct of its operations.

C. TAXES

Retailer is responsible for all local, state, federal or other
applicable taxes and tax returns related to its Retailer
business and will defend, indemnify and hold DMW harmless from
any related claims or demands made by any taking authority.

D. TRADEMARKS AND SERVICE MARKS

DMW or affiliate companies are the exclusive owners of the
various trademarks, service marks, names and designs (Marks)
used in connection with the Retailer business.

Retailer is granted non-exclusive rights to display Marks in
the form and manner approved by DMW in the conduct of its
Retailer business.

Retailer agrees to change or discontinue the use of any Marks
upon request by DMW.

Retailer agrees that no company owned by or affiliated with
Retailer or any of its owners may use any ▇▇▇▇ to identify a
business without DMW's prior written permission.

Upon termination of this Agreement, Retailer agrees to
discontinue immediately, at its expense. all use of Marks.
Thereafter, Retailer will not use, either directly or
indirectly, any Marks or any other confusingly similar marks
in a manner that DMW determines is likely to cause confusion
or mistake or deceive the public.

E. NOTICES

Any notice required to be given by either party to the other
in connection with this agreement will be in writing and
delivered personally or by mail. Notices to Retailer will be
directed to Retailer or its representatives at Retailer's
principal place of business and notices by Retailer will he
directed to: Driver's Mart/registered trademark/ WORLDWIDE,
INC., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇. Mailed notices will be deemed received on the date
deposited in U.S. or express mail.

F. NO IMPLIED WAIVERS

The delay or failure of DMW or Retailer to require performance
by the other party or the waiver by DMW or Retailer of a
breach of any provisions of this Agreement will not affect the
right subsequently to require such performance.

G. ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIEA

DMW may assign this Agreement and any rights or delegate any
obligations to any affiliated or successor company, and will
provide Retailer written notice of such assignment or
delegation. Such assignment or delegation by DMW will not
relieve DMW of liability for the performance of its
obligations under this Agreement.

Retailer may not assign this Agreement or any rights, by
operation of law or otherwise, or delegate any obligation to
any other party without the prior written approval of DMW.

H. ACCOUNTS PAYABLE

All moneys or accounts due by DMW to Retailer will be
considered net of Retailer's indebtedness to DMW. DMW may
deduct any amount due or to become due from Retailer to DMW
from any sum or accounts due or to become due from DMW or to
Retailer.

I. SOLE AGREEMENT OF PARTIES

Except as provided in this Agreement, DMW has made no promises
to Retailer, Retailer Operator, or Retailer Owner and there
are no other agreements or understandings, either oral or
written, between the parties affecting this Agreement or
relating to any of the subject matters covered by this
Agreement other than the Amended and Restated Shareholders'
Agreement.

Except as otherwise provided herein, this Agreement cancels
and supersedes all previous agreements between the parties
that relate to any matters covered herein other than the
Amended and Restated Shareholders' Agreement.

No agreement between DMW and Retailer which relates to matters
covered herein, and no change in, addition to (except the
filling in of blank line) or erasures of any printed portions
of this Agreement, will be binding unless it is approved in a
written agreement executed under Article 23.

J. REVIEW AND MODIFICATION OF AGREEMENT TERMS

To demonstrate its commitment to the Driver's Mart/registered
trademark/" Philosophy, Retailer has entered into this
indefinite term Agreement. However, neither DMW nor Retailer
wants to prevent the modification of their contractual
relationship as necessary to respond to changes in market
conditions. Therefore, the Board of Directors of DMW will
review the Agreement every five years, unless it determines an
earlier review is necessary.

In the event the Board of Directors of DMW recommends a
superseding form of Retailer Agreement, DMW and Retailer agree
to terminate this Agreement and to execute the new Agreement.
In such event and unless otherwise agreed in writing, the
rights and obligations of Retailer that may otherwise become
applicable upon termination or expiration of this Agreement
will not be applicable.

K. GOVERNING LAW

This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the Commonwealth of Virginia,
notwithstanding any Virginia choice of law rule to the
contrary. Notwithstandincy the foregoing, if the performance
of an obligation or the exercise of a right pursuant to this
Agreement would be unlawful under the valid, applicable and
effective law of any jurisdiction where such performance of
the obligation or exercise of the right is to take place. such
performance or exercise shall be modified to the minimum
extent necessary to comply with such law.

23. EXECUTION ON BEHALF OF RETAILER AND DMW

This Agreement and related agreements are valid only if signed:

A. on behalf of Retailer by its duly authorized representative
and, in the case of this Agreement, by its chief executive
officer, Retailer Operator and Retailer Owner(s); and

B. on behalf of DMW by its President and Chief Executive Officer.

DRIVER'S MART WORLDWIDE, INC.
---------------------------------
Retailer Name

By: By:
--------------------------------- -----------------------------
Retailer CEO Date President & CEO Date

By:
---------------------------------
Retailer Operator Date

By:
---------------------------------
Retailer Owner Date

GLOSSARY

As used in this Retailer Agreement, the following terms shall have the
following definitions:

1. RETAILER: The corporation, partner or proprietorship designated on page 1 of
this Retailer Agreement.

2. RETAILER AGREEMENT: The Retailer Agreement and relatd documents as they are
developed.

3. RETAILER OPERATOR: Principal manager of Retailer upon whose personal service
DMW relies in entering into the Retailer Agreement.

4. RETAILER OWNER: Owner of five eprcent or more equity ownership or beneficial
interest of Retailer upon whom DMW relies in entering into the Retailer
Agreement.

5. RETAILER SELECTION CRITERIA: The qualificatins and standards which the
prospective Retailer Operator and Retailer Owners must satisfy.

6. RETAILER SELECTION PROCESS: The process which an applicant must successfully
complete prior to become a DRIVER'S MART/registered trademark/ Retailer
Operator. The process includes: the appliction, questionnaires, assessment
at the applicant's place of business, an orientation and interview and
agreement upon a Market Area Plan.

7. RETAILER PREMISES: Approved facilities provided by Retailer for Retailer
operations.

8. MARKET AREA: The geographic area assigned to Retailer and identified in a
Notice of Retailer's Market Area.

9. MARKS: The various trademarks, service marks, names and designs used by DMW
and its affiliated companies in connection with the DRIVER'S MART/registered
trademark/ Retailer system.

10. MOTOR VEHICLES: All model types or series of used motor vehicles to be
marketed through Retailers.

11. PARTS AND ACCESSORIES: New or remanufactured automotive parts and
accessories marketed or approved by DMW.

12. PRODUCTS: Motor Vehicles, Parts and Accessories, and DRIVER'S
MART/registered trademark/ Service Plans.

13. RETAIL ENVIRONMENT DESIGN PACKAGE: A comprehensive design package that
provides a design guide and access to a portfolio of DRIVER'S
MART/registered trademark/ Retailer facility design control drawings
(interior and exterior).

14. NON-AFFILIATED ENTITY: an entity that is not incorporated into or affiiated
by ownership with DMW or its subsidiaries.

15. AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT: The Agreement dated as of
April 24, 1996, between and among DMW and its Shareholders.

MARKET AREA PLAN

This Agreement, effective the _____ day of ________, 1997, is entered into by
DRIVER'S MART WORLDWIDE, INC. (DMW), and _____________________. This Market Area
Plan (Plan) is referred to in Section 14(A) of Driver's Mart/registered
trademark/ Retailer Agreement separately entered into by the parties.

1. COMMITMENT

The condition which a "Market Area" is granted by Driver's Mart Worldwide, is
the commitment of the Retailer to maintain supremacy within the Area of Primary
Responsibility, including:

1. A detailed plan, acceptable to DMW, to build out the Market
Area, inclding location, inventory level, sales volume and
detailed roll-out timetable.

2. Annual attainment of minimum standards to remain in "good
standing".

3. Consistent adherence to Operating Standards.

4. Agreement to take remedial action if performance falls below
minimum levels.

2. ADHERENCE TO OPERATING STANDARDS

Failure to adhere to the Driver Mart/registered trademark/ Operating Standards
is a violation of a Retailer's Market Area Plan. Once a violation is discovered,
corrective action must be submitted in writing and include specific corrective
steps and a deadline for completion. The Mandatory Improvement Process will be
imposed immediately to assure correction.

Violation of any of the Standards listed below will place the Retailer on a 30
day probation. If corrective action is not taken by the Retailer of a material
violation, terminatin of the Retailer Agreement will become effective in three
months from the end of the probabion period for these violations:

1. Price negotiation of any kind.

2. All Trade-in valuations are at actual cost value.

3. Sale and/or display of any car that has not been submitted to,
passed, and/or meets the standards of the Driver's
Mart/registered trademark/ Vehicle Preparation process.

4. Failure to honor the 3 day refund period.

5. Failure to honor the 30 day exchange period.

6. Removal of the standard Driver's Mart/registered trademark/
warranty from any car or truck sold.

7. Use of advertising that has not been supplied by or otherwise
approved by DMW.

8. Failure to disclose all of the terms and conditions of any
finance and/or lease program/contract.

3. ATTAINMENT OF MINIMUM STANDARDS

Each Retailer agrees to maintain minimum standards to assure the absolute
consistency of the customer experience in each Driver's Mart/registered
trademark/ store, set and evaluated as follows:

- Standards will be mutually agreed upon between DMW and Retailer by
January 31 of each year.

- DMW will provide quarterly reports to each Retailer that summarize
performance versus agreed upon standards.

- Prior to June 30 of each year, Retailer can petition DMW to reset
standard to new levels based upon mutual acceptance of business
conditions.

A variety of measures, including ▇.▇. power customer surveys will be used to
judge attainment of mutually agreed upon minimum standards listed below.
Consistent annual attainment of all standards is required to be considered "in
good standing".

1. PEOPLE
- Completion of and competency with required training of store
staff
- Customer Satisfaction with performance of people

2. SHOPPING PROCESS
- Overall Customer Satisfaction with shopping process
- Repurchase intentins (loyalty)
- Mystery shop scores

3. SHOPPING ENVIRONMENT
- Customer Satisfaction with environment
- Adherence to Critical Design Elements
- Overall Facility Image (Annual Survey)
- Mystery shop scores

4. PRODUCT QUALITY
- Customer satisfaction with product quality
- Warranty failure rates
- Quality inspectin scores

5. BRAND IMAGE
- Awareness of Driver's Mart/registered trademark/ in local
market

6. SALES
- Sales vs. Objective
- Market share

7. CONTRIBUTION TO DRIVER'S MART/REGISTERED TRADEMARK/ EARNINGS
- Cash flow to DMW
- Warranty expense
- Participation on Retailer Committes (other projects)

8. INNOVATION
- New ideas implemented
- Support of new DMW initiatives

9. COMMUNITY INVOLVEMENT
- Participation/Contribution to local community (including
contribution of Team Members)

Retailers who fail to maintain minim standards must take remedial action which
consists of the following steps:

1. DMW management provides written notification to Retailer
identifying which areas required improvement, the leels of
improvement required, and a timetable required to attain
mininum standards.

2. Retailer submits a plan to DMW management to address each
area identified.

3. DMW will provide monthly summary of performance versus new
targets for Retailer.

4. If attainment has not been achieved within the Plan deadline,
the Retailer shall be placed on probation with a final written
plan to be met in a time certain or to have the Retailer
Agreement terminated by the board.

4. GOOD STANDING

Retailers who adhere to all operating standards and maintain all annual minimum
standards will be considered in "good standing" and become eligible for the
following benefits:

- Participation in the Retailer Incentive Plan
- Eligibility for expansion
- additional stores with a Market area
- "First Option" on adjacent Market Areas
- assignment of new Market areas
- purchase of existing Driver's Mart/registered trademark/ location
which revert to DMW control
- Team recognition
- Other benefits which may be determined by the Board of Directors

5. SCHEDULE

1. Level: 3
2. Area of Primary Responsibility
3. Transition Plan:
- Commence April 1, 1997
- Total of 100 transactions/month with DMW achieved by:
a. Sales or leases or 100 vehicles obtained
from the DMW Sourcing Operations;
b. Originating 100 DMW/AON Premier
transactions;
c. Credit of up to 30 transactions per month
for a loan to Driver's Mart Worldwide, Inc.
in the principal amount of up to $200,000
at 8% interest, principal and interest
payable after 24 months; or
d. Shortfall fee of $200 for each transaction
below the 100 transactions per month.

4. Rollout Plan:
A. Market Area One:
- Site selection:

- Construction:

- Opening:

- Facility: acreage

B. Market AreaTwo:
- Site selection:

- Construction:

- Opening:

- Facility: acreage

5. Volume

A. Target Volume by June 1998: 4,000 units/year
annualized.
B. Target DMW Credit transactions booked by June 1998;
1,330 deals/year annualized.
C. Target Volume by June 1999; sales of 4,000 units/year
annualized and 1,330 DMW Credit transactions/year
annualized
D. Sales of 4,000 units at Retail and 1,330 DMW Credit
transactions for 12 months prior to June 30, 2000.
E. At risk if sales below 4,000 units at Retail and
1,300 DMW Credit transactions for 12 months prior to
June 30, 2002.

6. EXECUTION ON BEHALF OF RETAILER AND DMW

This Agreement and related agreemens are valid only if signed:

A. on behalf of the Retailer by it duly authorized representative and,
in the case of this Agreement, by its chief executive officer,
Retailer Operator and Retailer Owner(s); and

B. on behalf of DMW by its Presidennt and Chief Executive Officer.

DRIVER'S MART WORLDWIDE, INC.
---------------------------------
Retailer Name

By: By:
--------------------------------- --------------------------------
Retailer CEO Date President & CEO Date

By:
---------------------------------
Retailer Operator Date

By:
---------------------------------
Retailer Owner Date

PURPOSE OF THE AGREEMENT

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