1 EXHIBIT 2.8 ASSET PURCHASE AGREEMENT DATED SEPTEMBER 27, 1999

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EXHIBIT 2.8

ASSET PURCHASE AGREEMENT

DATED SEPTEMBER 27, 1999

BY AND AMONG

RUSH TRUCK CENTERS OF CALIFORNIA, INC.

▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ TRUCK CENTER

AND

▇▇▇▇▇ ▇▇▇▇▇▇▇▇

COVERING THE PURCHASE
OF SPECIFIED ASSETS OF

▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ TRUCK CENTER

TABLE OF CONTENTS

1. GENERAL DEFINITIONS........................................................... 1
1.1 Adjoining Property Assignment........................................ 1
1.2 Adjoining Property Landlord.......................................... 1
1.3 Adjoining Property Lease............................................. 1
1.4 Affiliate............................................................ 1
1.5 Article.............................................................. 2
1.6 Assets............................................................... 2
1.7 Balance Sheet Date................................................... 2
1.8 Best Knowledge....................................................... 2
1.9 Bonus Payment........................................................ 2
1.10 Closing.............................................................. 2
1.11 Closing Date......................................................... 2
1.12 Closing Price........................................................ 2
1.13 Commission. ......................................................... 2
1.14 Common Stock......................................................... 2
1.15 Contracts............................................................ 2
1.16 Control.............................................................. 2
1.17 Dealer Cost.......................................................... 2
1.18 Deposits............................................................. 3
1.19 Disclosure Schedule.................................................. 3
1.20 El Centro Landlord................................................... 3
1.21 El Centro Lease...................................................... 3
1.22 Employment Agreement................................................. 3
1.23 ERISA................................................................ 3
1.24 Exchange Act......................................................... 3
1.25 Excluded Assets...................................................... 3
1.26 Fair Market Value Warrant............................................ 3
1.27 GMC.................................................................. 3
1.28 GMC Excluded Assets.................................................. 3
1.29 GMC Operating Agreement.............................................. 3
1.30 Governmental Authority............................................... 3
1.31 Governmental Requirement............................................. 4
1.32 Hino................................................................. 4
1.33 Hino Operating Agreement............................................. 4
1.34 HSR Act.............................................................. 4
1.35 Lease Documents...................................................... 4
1.36 New Contracts........................................................ 4
1.37 PACLEASE Lease....................................................... 4

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1.38 Person............................................................... 4
1.39 Purchase Price....................................................... 4
1.40 Purchaser Claims..................................................... 4
1.41 Purchaser Damages.................................................... 4
1.42 Purchaser Environmental Liabilities.................................. 4
1.43 Purchaser Indemnified Parties........................................ 5
1.44 Reference Balance Sheet.............................................. 5
1.45 Registration Rights Agreement........................................ 5
1.46 Rule 144............................................................. 5
1.47 Rush................................................................. 5
1.48 San Diego Lease...................................................... 5
1.49 Schedule............................................................. 5
1.50 SEC.................................................................. 5
1.51 SEC Documents........................................................ 5
1.52 Section.............................................................. 5
1.53 Securities........................................................... 5
1.54 Securities Act....................................................... 5
1.55 Securities Laws...................................................... 6
1.56 Seller Certificate................................................... 6
1.57 Seller Claims........................................................ 6
1.58 Seller Damages....................................................... 6
1.59 Seller Environmental Liabilities..................................... 6
1.60 Seller Indemnified Parties........................................... 6
1.61 Seller Indemnifying Parties.......................................... 6
1.62 Subsidiary........................................................... 6
1.63 Taxes................................................................ 6
1.64 Territory............................................................ 6
1.65 Underwater Warrant................................................... 6
1.66 Warrant Stock........................................................ 7

2. PURCHASE AND SALE OF THE ASSETS; CLOSING DATE................................. 7
2.1 Assets to be Purchased............................................... 7
2.2 Purchase and Sale.................................................... 8
2.3 Delivery of Assets and Transfer Documents............................ 8
2.4 Closing; Closing Date................................................ 8

3. PURCHASE PRICE................................................................ 9
3.1 Price and Payment.................................................... 9
3.2 Assumed Obligations.................................................. 10
3.3 Damage to Assets..................................................... 10
3.4 Adjustment of Purchase Price......................................... 11
3.5 Sales and Use Tax.................................................... 11
3.6 Allocation of Purchase Price......................................... 11

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4. REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER...................... 11
4.1 Incorporation........................................................ 12
4.2 Share Capital........................................................ 12
4.3 Financial Statements................................................. 12
4.4 Events Since the Balance Sheet Date.................................. 12
4.5 Customer List........................................................ 13
4.6 Taxes and Governmental Returns....................................... 13
4.7 Employee Matters..................................................... 14
4.8 Contracts and Agreements............................................. 15
4.9 Effect of Agreement.................................................. 16
4.10 Properties, Assets and Leasehold Estates............................. 17
4.11 Intangible Property.................................................. 17
4.12 Suits, Actions and Claims............................................ 17
4.13 Licenses and Permits; Compliance With Governmental Requirements...... 18
4.14 Authorization........................................................ 18
4.15 Records.............................................................. 18
4.16 Environmental Protection Laws........................................ 18
4.17 No Underground Storage Tanks......................................... 21
4.18 Securities Laws Matters.............................................. 21
4.19 Brokers and Finders.................................................. 22
4.20 Deposits............................................................. 23
4.21 Work Orders.......................................................... 23
4.22 Telephone Numbers.................................................... 23
4.23 No Untrue Statements................................................. 23

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER................................... 23
5.1 Incorporation........................................................ 23
5.2 Authorization........................................................ 23
5.3 SEC Documents........................................................ 24
5.4 Brokers and Finders.................................................. 24
5.5 Effect of Agreement.................................................. 24

6. NATURE OF STATEMENTS AND SURVIVAL OF INDEMNIFICATIONS,
GUARANTEES, REPRESENTATIONS AND WARRANTIES OF SELLER AND
SHAREHOLDER................................................................... 25

7. CONTRACTS PRIOR TO THE CLOSING DATE........................................... 25
7.1 Approval of Contracts................................................ 25
7.2 Contracts Included in Assets......................................... 25

8. COVENANTS OF SELLER AND SHAREHOLDER PRIOR TO CLOSING DATE..................... 25
8.1 Access to Information................................................ 25
8.2 General Affirmative Covenants........................................ 26

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8.3 General Negative Covenants................................................ 27
8.4 Disclosure of Misrepresentations and Breaches............................. 27
8.5 Government Filings........................................................ 27
8.6 Access to and Inspection of Premises, Facilities and Equipment............ 28

9. COVENANTS REGARDING THE CLOSING.................................................... 28
9.1 Covenants of Seller and Shareholder....................................... 28
9.2 Covenants of Purchaser.................................................... 28
9.3 Inventory Audit........................................................... 29

10. CONDITIONS TO OBLIGATIONS OF PURCHASER............................................. 29
10.1 Accuracy of Representations and Warranties and Fulfillment of Covenants... 29
10.2 No Governmental Actions................................................... 29
10.3 No Adverse Change......................................................... 30
10.4 Update of Contracts....................................................... 30
10.5 No Material Adverse Information........................................... 30
10.6 Notices and Consents...................................................... 30
10.7 Employment Agreement...................................................... 31
10.8 Lease Documents........................................................... 31
10.9 Other Documents........................................................... 31
10.10 West Mission Road Lease................................................... 31
10.11 Dealer License............................................................ 31
10.12 Inventory Audit........................................................... 31
10.13 Due Diligence............................................................. 31
10.14 Dealership Agreement...................................................... 31
10.15 Governmental Approvals.................................................... 31

11. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER...................................... 32
11.1 Accuracy of Representations and Warranties and Fulfillment of Covenants... 32
11.2 Governmental Approvals.................................................... 32
11.3 Employment Agreement...................................................... 32
11.4 Lease Documents........................................................... 32
11.5 Other Documents........................................................... 32
11.6 Inventory Audit........................................................... 32
11.7 Registration Rights Agreement............................................. 32
11.8 ▇▇▇▇ ▇▇▇▇▇▇▇▇............................................................. 32
11.9 Operating Agreements...................................................... 33

12. SPECIAL CLOSING AND POST-CLOSING COVENANTS......................................... 33
12.1 Further Assurances........................................................ 33
12.2 Delivery of Funds and Other Assets Collected by Seller.................... 33
12.3 Change of Name of Seller.................................................. 33
12.4 Access to Files........................................................... 33

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12.5 Exchange Act Filing; Cooperation.......................................... 34
12.6 Non-disclosure of Confidential Information................................ 34
12.7 Assignment of Contracts................................................... 35
12.8 Non-Compete, Non-Solicitation............................................. 35
12.9 Agreement Regarding GMC Excluded Assets................................... 37
12.10 Agreement Regarding Hino Excluded Assets.................................. 37

13. INDEMNITY BY SELLER AND SHAREHOLDER................................................ 38
13.1 Indemnity................................................................. 38
13.2 Environmental Liability of the Seller Indemnifying Parties................ 39
13.3 Notice of Claim........................................................... 40
13.4 Right of the Seller Indemnifying Parties to Participate in Defense........ 40
13.5 Payment................................................................... 41
13.6 Limit of Liability of Shareholder......................................... 41
13.7 Limitations on Indemnification............................................ 41
13.8 Insurance and Refunds..................................................... 41
13.9 Offset Provisions......................................................... 41
13.10 Time Limits for Indemnity Claims.......................................... 42

14. INDEMNITY BY PURCHASER............................................................. 42
14.1 Indemnity................................................................. 42
14.2 Environmental Liability of Purchaser...................................... 42
14.3 Notice of Claim........................................................... 43
14.4 Right of Purchaser to Participate in Defense.............................. 44
14.5 Payment................................................................... 44
14.6 Limitations on Indemnification............................................ 44
14.7 Insurance and Refunds..................................................... 44

15. REAL PROPERTY...................................................................... 44

16. SPECIAL PROVISIONS REGARDING EMPLOYEES OF SELLER................................... 45
16.1 New Employees of Purchaser................................................ 45
16.2 No Hiring Commitment...................................................... 45
16.3 Existing Employee Benefit Plans; Assumption of Vacation and Sick Leave
Obligations............................................................... 45

17. TERMINATION........................................................................ 46
17.1 Mutual Consent............................................................ 46
17.2 Failure of Conditions..................................................... 46
17.3 Failure to Close.......................................................... 46

18. NOTICES............................................................................ 46

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19. GENERAL PROVISIONS................................................................. 47
19.1 Governing Law; Interpretation; Section Headings........................... 47
19.2 Severability.............................................................. 48
19.3 Entire Agreement.......................................................... 48
19.4 Expenses.................................................................. 49
19.5 Further Actions........................................................... 49
19.6 Binding Effect............................................................ 49
19.7 Assignment................................................................ 49
19.8 Amendment; Waiver......................................................... 49
19.9 Gender; Numbers........................................................... 49
19.10 Counterparts.............................................................. 49
19.11 Telecopy Execution and Delivery........................................... 49
19.12 Press Releases............................................................ 50
19.13 Review of Counsel......................................................... 50

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into
this 27th day of September, 1999, by and among (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ Truck Center,
a California corporation ("Seller"), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, contemplated to be the
beneficial owner of a majority of the capital stock of Seller on the Closing
Date ("Shareholder"), and (iii) Rush Truck Centers of California, Inc., a
Delaware corporation ("Purchaser").

W I T N E S S E T H:

WHEREAS, Seller is the owner of all right, title and interest in and to the
assets described in Section 2.1 hereto (the "Assets"), with such Assets being
the assets currently used in the conduct of the heavy duty truck sales and
service business and various related businesses operated by Seller in the State
of California (collectively, the "Business");

WHEREAS, Seller desires to sell the Assets to Purchaser and Purchaser
desires to acquire the Assets from Seller, all pursuant to this Agreement as
hereinafter provided; and

WHEREAS, the parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as an inducement to the
execution and delivery of this Agreement, and to set forth certain additional
agreements related to the transactions contemplated hereby;

NOW, THEREFORE, for and in consideration of the premises, the mutual
representations, warranties and covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1. GENERAL DEFINITIONS. For purposes of this Agreement, the following terms
shall have the respective meanings set forth below:

1.1 Adjoining Property Assignment. "Adjoining Property Assignment" shall
have the meaning assigned thereto in Section 15(b).

1.2 Adjoining Property Landlord. "Adjoining Property Landlord" shall have
the meaning assigned thereto in Section 15(b).

1.3 Adjoining Property Lease. "Adjoining Property Lease" shall have the
meaning assigned thereto in Section 15(b).

1.4 Affiliate. "Affiliate" of any Person shall mean any Person Controlling,
Controlled by or under common Control with such Person.

1.5 Article. "Article" shall mean an Article of this Agreement, unless
otherwise stated.

1.6 Assets. "Assets" shall have meaning assigned thereto in Section 2.1.

1.7 Balance Sheet Date. "Balance Sheet Date" shall have the meaning
assigned thereto in Section 4.3.

1.8 Best Knowledge. "Best Knowledge" shall mean both what a Person knew as
well as what the Person should have known had the person exercised reasonable
diligence. When used with respect to a Person other than a natural person, the
term "Best Knowledge" shall include matters that are known to the directors,
officers and employees of the Person.

1.9 Bonus Payment. "Bonus Payment" shall have the meaning assigned thereto
in Section 3.1.

1.10 Closing. "Closing" shall have the meaning assigned thereto in Section
2.4.

1.11 Closing Date. "Closing Date" shall have the meaning assigned thereto
in Section 2.4.

1.12 Closing Price. "Closing Price" shall mean the average weighted closing
price of the Common Stock on The Nasdaq National Market during the ten (10)
consecutive trading day period ending at the close of the third trading day
preceding the Closing Date.

1.13 Commission. "Commission" shall mean the United States Securities and
Exchange Commission.

1.14 Common Stock. "Common Stock" shall mean the Common Stock of Rush, $.01
par value per share.

1.15 Contracts. "Contracts" shall have the meaning assigned thereto in
Section 4.8.

1.16 Control. "Control" and all derivations thereof shall mean the ability
to either (i) vote (or direct the vote of) 50% or more of the voting interests
in any Person or (ii) direct the affairs of another, whether through voting
power, contract or otherwise.

1.17 Dealer Cost. "Dealer Cost" shall mean manufacturer's invoice price to
Seller, reduced by the amount of all manufacturer's rebates, allowances and
other price reductions paid or credited to Seller on such vehicle (other than
the manufacturer's reimbursement for dealer preparation and delivery expenses
and any floor plan interest

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credits for such vehicle), plus Seller's actual cost and expense of installation
of dealer-installed options on such vehicle and the pre- delivery inspection
costs incurred by Seller in the normal course of business that are not
reimbursed by the manufacturer; provided such inspection costs for each motor
vehicle shall be limited to the lesser of the actual cost of such pre-delivery
inspection to the new or used truck department of Seller and $500 per Class 8
truck and $250 per Class 7 truck included in the Assets.

1.18 Deposits. "Deposits" shall have the meaning assigned thereto in
Section 4.20.

1.19 Disclosure Schedule. "Disclosure Schedule" shall have the meaning
assigned thereto in Article 4.

1.20 El Centro Landlord. "El Centro Landlord" shall have the meaning
assigned thereto in Section 15(d).

1.21 El Centro Lease. "El Centro Lease" shall have the meaning assigned
thereto in Section 15(d).

1.22 Employment Agreement. "Employment Agreement" shall have the meaning
assigned thereto in Section 10.7.

1.23 ERISA. "ERISA" shall have the meaning assigned thereto in Section 4.7.

1.24 Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

1.25 Excluded Assets. "Excluded Assets" shall have the meaning assigned
thereto in Section 2.1.

1.26 Fair Market Value Warrant. "Fair Market Value Warrant" shall have the
meaning assigned thereto in Section 3.1.

1.27 GMC. "GMC" shall mean GMC Truck Division and any successor thereto.

1.28 GMC Excluded Assets. "GMC Excluded Assets" shall have the meaning
assigned thereto in Section 2.1.

1.29 GMC Operating Agreement. "GMC Operating Agreement" shall have the
meaning assigned thereto in Section 11.9.

1.30 Governmental Authority. "Governmental Authority" shall mean any and
all foreign, federal, state or local governments, governmental institutions,
public

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authorities and governmental entities of any nature whatsoever, and any
subdivisions or instrumentalities thereof, including, but not limited to,
departments, boards, bureaus, commissions, agencies, courts, administrations and
panels, and any divisions or instrumentalities thereof, whether permanent or ad
hoc and whether now or hereafter constituted or existing.

1.31 Governmental Requirement. "Governmental Requirement" shall mean any
and all laws (including, but not limited to, applicable common law principles),
statutes, ordinances, codes, rules, regulations, interpretations, guidelines,
directions, orders, judgments, writs, injunctions, decrees, decisions or similar
items or pronouncements, promulgated, issued, passed or set forth by any
Governmental Authority.

1.32 Hino. "Hino" shall mean Hino Diesel Trucks (USA), Inc. and any
successor thereto.

1.33 Hino Operating Agreement. "Hino Operating Agreement" shall have the
meaning assigned thereto in Section 11.9.

1.34 HSR Act. "HSR Act" shall mean the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976, as amended.

1.35 Lease Documents. "Lease Documents" shall mean collectively the San
Diego Lease, the Adjoining Property Assignment, the PACLEASE Lease and the El
Centro Lease.

1.36 New Contracts. "New Contracts" shall have the meaning assigned thereto
in Section 10.4.

1.37 PACLEASE Lease. "PACLEASE Lease" shall have the meaning assigned
thereto in Section 15(c).

1.38 Person. "Person" shall mean any natural person, any Governmental
Authority and any entity the separate existence of which is recognized by any
Governmental Authority or Governmental Requirement, including, but not limited
to, corporations, partnerships, joint ventures, joint stock companies, trusts,
estates, companies and associations, whether organized for profit or otherwise.

1.39 Purchase Price. "Purchase Price" shall have the meaning assigned
thereto in Section 3.1.

1.40 Purchaser Claims. "Purchaser Claims" shall have the meaning assigned
thereto in Section 13.3.

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1.41 Purchaser Damages. "Purchaser Damages" shall have the meaning assigned
thereto in Section 13.1.

1.42 Purchaser Environmental Liabilities. "Purchaser Environmental
Liabilities" shall have the meaning assigned thereto in Section 13.2.

1.43 Purchaser Indemnified Parties. "Purchaser Indemnified Parties" shall
have the meaning assigned thereto in Section 13.1.

1.44 Reference Balance Sheet. "Reference Balance Sheet" shall have the
meaning assigned thereto in Section 4.3.

1.45 Registration Rights Agreement. "Registration Rights Agreement" shall
have the meaning assigned thereto in Section 11.7.

1.46 Rule 144. "Rule 144" shall mean Rule 144, as amended, under the
Securities Act.

1.47 Rush. "Rush" shall mean Rush Enterprises, Inc., a Texas corporation
and the parent corporation of Purchaser.

1.48 San Diego Lease. "San Diego Lease" shall have the meaning assigned
thereto in Section 15(a).

1.49 Schedule. "Schedule" shall mean the Schedules to this Agreement,
unless otherwise stated, and shall include the Disclosure Schedule. The
Schedules to this Agreement may be attached to this Agreement or may be set
forth in a separate document denoted as the Schedules to this Agreement, or
both.

1.50 SEC. "SEC" shall mean the United States Securities and Exchange
Commission and any successor thereto.

1.51 SEC Documents. "SEC Documents" shall have the meaning assigned thereto
in Section 5.3.

1.52 Section. "Section" shall mean a Section of this Agreement, unless
otherwise stated.

1.53 Securities. "Securities" shall have the meaning assigned thereto in
Section 4.17.

1.54 Securities Act. "Securities Act" shall mean the Securities Act of
1933, as amended

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1.55 Securities Laws. "Securities Laws" shall have the meaning assigned
thereto in Section 4.18.

1.56 Seller Certificate. "Seller Certificate" shall mean the certificate to
be delivered at Closing to Purchaser pursuant to Article 11.

1.57 Seller Claims. "Seller Claims" shall have the meaning assigned thereto
in Section 14.2.

1.58 Seller Damages. "Seller Damages" shall have the meaning assigned
thereto in Section 14.2.

1.59 Seller Environmental Liabilities. "Seller Environmental Liabilities"
shall have the meaning assigned thereto in Section 14.2.

1.60 Seller Indemnified Parties. "Seller Indemnified Parties" shall have
the meaning assigned thereto in Section 13.1.

1.61 Seller Indemnifying Parties. "Seller Indemnifying Parties" and "Seller
Indemnifying Party" shall have the meanings assigned thereto in Section 13.1.

1.62 Subsidiary. "Subsidiary" shall mean, with respect to any Person (the
"parent"), (a) any corporation, association, joint venture, partnership or other
business entity of which securities or other ownership interests representing
more than 50% of the ordinary voting power or beneficial interest are, at the
time as of which any determination is being made, owned or controlled by the
parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent and (b) any joint venture or partnership of
which the parent or any Subsidiary of the parent is a general partner or has
responsibility for its management.

1.63 Taxes. "Tax" and "Taxes" shall mean any and all income, excise,
franchise or other taxes and all other charges or fees imposed or collected by
any Governmental Authority or pursuant to any Governmental Requirement, and
shall also include any and all penalties, interest, deficiencies, assessments
and other charges with respect thereto.

1.64 Territory. "Territory" shall have the meaning assigned thereto in
Section 3.1.

1.65 Underwater Warrant. "Underwater Warrant" shall have the meaning
assigned thereto in Section 3.1(a).

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1.66 Warrant Stock. "Warrant Stock" shall mean the number of shares of
Common Stock equal to $674,000 divided by the Closing Price.

2. PURCHASE AND SALE OF THE ASSETS; CLOSING DATE.

2.1 Assets to be Purchased. The assets to be purchased from Seller are the
following assets held by Seller as of the Closing for use in connection with all
or any part of the Business (collectively, the "Assets"):

(a) subject to the provisions relating to Excluded Assets set forth in
this Section 2.1, all new 1998, 1999 and 2000 Peterbilt, GMC and Hino motor
vehicles inventory,

(b) subject to the provisions relating to Excluded Assets set forth in
this Section 2.1, all new, current and returnable parts and accessories
inventory and all chassis kits,

(d) all work in process and sublet repairs on vehicles in Seller's
service departments,

(e) all of Seller's leasehold improvements, including all signs,
furniture, fixtures and office equipment, other than the leasehold
improvements set forth on Schedule 2.1,

(f) all shop equipment and special tools, and all parts and
accessories equipment,

(g) all company vehicles, excluding the vehicles set forth on Schedule
2.1,

(h) all promotional, advertising and training materials,

(i) all sales files and customer lists, and all warranty and service
and customer service and repair files,

(j) to the extent transferable, all intangible assets of Seller to do
business in the State of California as a motor vehicle dealer, including
any permits or licenses issued by any department or agency of the State of
California for Seller's dealerships,

(k) subject to agreement on price pursuant to Section 3.1 below, all
prepaid expenses and deposits,

(l) subject to agreement on price pursuant to Section 3.1 below, all
used vehicles,

(m) subject to agreement on price pursuant to Section 3.1 below, all
new obsolete parts and accessories and all used parts and accessories, and

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(n) subject to the provisions relating to Excluded Assets set forth in
this Section 2.1, all customer deposits and agreements to sell Peterbilt,
GMC or Hino vehicles ordered but not delivered to the customer at the time
of Closing.

All other assets of Seller not described in this Section 2.1, including,
without limitation, cash, bank accounts, and the assets described on Schedule
2.1 (collectively, the "Excluded Assets"), shall not be sold by Seller to
Purchaser. Additionally, notwithstanding anything herein to the contrary, in the
event Purchaser does not enter into a dealer sales and service agreement with
Hino and GMC on or before the Closing Date, the Hino and/or GMC, as applicable,
vehicles, parts and accessories inventory and chassis kits and the customer
deposits and agreements to sell Hino and/or GMC vehicles, as applicable, will
not be included in the Assets, but will be included in the Excluded Assets (such
GMC Excluded Assets, other than the customer deposits and agreements to sell GMC
vehicles, are hereinafter referred to as the "GMC Excluded Assets", and such
Hino Excluded Assets, other than customer deposits and agreements to sell Hino
vehicles, are hereinafter referred to as the "Hino Excluded Assets").

2.2 Purchase and Sale. Subject to the terms and conditions herein
contained, Seller agrees to sell, assign, transfer and deliver the Assets to
Purchaser at the Closing (as hereinafter defined), free and clear of any liens
or encumbrances of any nature whatsoever (except for liens, encumbrances or
obligations, if any, expressly assumed by Purchaser hereunder). Subject to the
terms and conditions herein contained, Purchaser agrees to purchase from Seller
the Assets in consideration for the Purchase Price (as hereinafter defined)
payable as set forth in Section 3.

2.3 Delivery of Assets and Transfer Documents. At the Closing, Seller and
Shareholder shall take all steps necessary to put Purchaser in possession of the
Assets, free and clear of any liens or encumbrances of any nature whatsoever
(except for liens, encumbrances or obligations, if any, expressly assumed by
Purchaser hereunder), and shall deliver to Purchaser (i) a duly executed General
Conveyance, Assignment and Assumption Agreement covering the Assets and the
Assumed Obligations, in substantially the form attached hereto as Exhibit 2.3,
(ii) duly executed title and transfer documents covering any assets for which
there exists a certificate of title, and (iii) such other duly executed transfer
and release documents as Purchaser shall reasonably request to evidence the
transfer of the Assets to Purchaser free and clear of any liens or encumbrances
of any nature whatsoever (except for liens, encumbrances or obligations, if any,
expressly assumed by Purchaser hereunder).

2.4 Closing; Closing Date. Subject to the terms and conditions herein
contained, the consummation of the transactions referenced above shall take
place (the "Closing") on or before December 1, 1999, at 10:00 a.m., local time,
at the offices of Seller's counsel in Phoenix, Arizona, or at such other time,
date and place as

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Purchaser and Seller shall in writing designate. The date of the Closing is
referred to herein as the "Closing Date".

3. PURCHASE PRICE.

3.1 Price and Payment. Subject to adjustment as provided in Sections 3.3
and 3.4 with respect to damaged assets, prorations, deposits and certain other
items, the aggregate consideration (the "Purchase Price") to be paid by
Purchaser for the Assets is as follows:

(a) $2,926,000 to be paid in cash by wire transfer at Closing, plus

(b) an amount to be paid in cash at Closing equal to Dealer Cost for
each vehicle described in Section 2.1(a), plus

(c) an amount to be paid in cash at Closing equal to the replacement
cost of the items described in Sections 2.1(b) and (c), plus

(d) an amount to be paid in cash at Closing equal to Seller's actual
cost of the work in process and sublet repairs described in Section 2.1(d),
plus

(e) an amount to be paid in cash at Closing equal to the depreciated
book value (determined in accordance with generally accepted accounting
principles, consistently applied) at Closing of the items described in
Sections 2.1(e), (f) and (g), plus

(f) an amount to be agreed upon by Seller and Purchaser to be paid in
cash at Closing for the items described in Sections 2.1(k), (l) and (m)
(provided that if Seller and Purchaser cannot agree on the amount to be
paid for any Asset described in these Sections, such Asset shall be an
Excluded Asset), plus

(g) one of the following, at the election of Shareholder, to be issued
at Closing: (a) a warrant (the "Fair Market Value Warrant") to purchase the
Warrant Stock at an exercise price equal to the Closing Price, (b) a
warrant (the "Underwater Warrant") to purchase the Warrant Stock at an
exercise price equal to $5.00 greater than the Closing Price plus the
agreement of Purchaser to pay Shareholder a consulting fee of $3,100 per
month, or (c) the agreement of Purchaser to pay Shareholder a consulting
fee of $3,900 per month. The Fair Market Value Warrant and the Underwater
Warrant shall expire on the date the Bonus Payment is paid. The consulting
fee shall be payable monthly on the last day of each month until the date
the Bonus Payment is paid. Shareholder must make the election on or before
Closing. The warrant shall be issued and the consulting fee shall be paid,
upon such other terms and conditions as the parties thereto may agree.

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When and if Purchaser and/or its Affiliates sell 400 or more new Class 7 or
8 Peterbilt trucks in the Territory or outside the Territory through sales
personnel employed in the Territory (including sales to any affiliated leasing
company or division in the Territory), Purchaser shall pay Seller at the end of
the calendar month in which such performance criteria is satisfied, but no
earlier than at the end of the 24 month period after the Closing Date, an amount
equal to $674,000 (the "Bonus Payment"). The Bonus Payment, if paid, shall be
paid in cash by wire transfer and shall be additional consideration for the
Assets and shall be included in the Purchase Price. The "Territory" shall be
defined as the territory under Seller's dealership agreements with Peterbilt
Motors Company, a division of PACCAR, Inc. ("PACCAR").

Within 15 calendar days after the end of each six month period, beginning
six months after the Closing Date and ending on the date the Bonus Payment is
paid, Purchaser shall provide Seller a written report detailing the number of
Class 7 and 8 Peterbilt trucks sold in the Territory or through sales personnel
employed in the Territory during such six-month period, together with all
supporting documentation reasonably requested by Seller, at Purchaser's cost and
expense. Purchaser shall, and shall cause its Affiliates, employees, agents,
representatives, officers and directors to use their best efforts to sell Class
7 and 8 Peterbilt trucks in the Territory prior to the date the Bonus Payment is
paid.

All cash payments at Closing shall be subject to the adjustment provisions
of Sections 3.3 and 3.4. Purchaser shall not pay any cash for the conveyance of
the items identified in Sections 2.1(h), (i), (j), and (m).

3.2 Assumed Obligations. At the Closing, Purchaser shall assume and agree
to timely discharge (a) the obligations of Seller under all contracts and
agreements transferred by Seller to Purchaser under this Agreement that are (i)
listed and described on Schedule 4.8 or on the updated list of contracts
required by Section 10.4 and (ii) accepted in writing by Purchaser pursuant to
the provisions of Section 4.8, Article 7 or Section 10.4, and (b) certain
vacation and sick leave obligations of Seller pursuant to Section 16.3; provided
that Purchaser specifically does not assume any liabilities of Seller under any
contracts or agreements with respect to any breaches of such contracts or
agreements occurring on or before the Closing Date or any damages to third
parties resulting from acts, events or omissions occurring on or before the
Closing Date. Except as specifically set forth in this Section 3.2, Purchaser
shall not assume, and shall not be treated as having assumed, any liability or
obligation of Seller of any nature whatsoever

3.3 Damage to Assets. If, on or before the Closing Date, any of the Assets
are damaged or destroyed, Seller will immediately notify Purchaser in writing of
such damage or destruction. In the event of any such damage or destruction,
Purchaser shall (i) remove any or all of the damaged or destroyed asset or
assets it does not desire to purchase from the Assets to be purchased hereunder
and reduce the cash portion of the Purchase Price by an amount equal to the
portion of the Purchase Price

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attributable to the damaged or destroyed asset or assets so removed and (ii)
complete the purchase of the remainder of the Assets and reduce the cash portion
of the Purchase Price by the loss in fair market value of any damaged or
destroyed Assets that are purchased by Purchaser.

3.4 Adjustment of Purchase Price. The Purchase Price shall be adjusted on
the Closing Date (i) to reduce the Purchase Price by the amount allocated to any
damaged or destroyed Assets as contemplated by Section 3.3; (ii) to account for
a proration of property taxes on the Assets, lease payments, utilities and other
items commonly prorated; (iii) to account for any Deposits held by Seller on the
Closing Date; and (iv) to reduce the Purchase Price for the value of any
vacation and sick time obligations of Seller assumed by Purchaser pursuant to
Section 16.3. Three (3) days prior to the Closing Date, Seller will provide
Purchaser with a statement of adjustments showing all proposed adjustments to
the Purchase Price, such statement of adjustments having all reasonable back up
documentation for such suggested adjustments. Purchaser and Seller will work to
finalize all required adjustments prior to the Closing Date.

3.5 Sales and Use Tax. Seller shall be responsible for payment to the
appropriate Governmental Authority of all sales and use tax in connection with
the consummation of the transactions contemplated by this Agreement.

3.6 Allocation of Purchase Price. The Purchase Price shall be allocated
among the Assets to the extent relevant for income tax purposes in accordance
with Section 1060 of the Internal Revenue Code of 1986, as amended, and Schedule
3.6 attached hereto. The parties agree to report the transactions contemplated
by this Agreement for tax purposes in accordance with the allocation shown on
Schedule 3.6, and each party will indemnify and hold each other party harmless
from any loss, cost, damage, additional tax or expense (including attorneys'
fees) arising from any failure by the indemnifying party to so report such
transactions.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER. Seller and
Shareholder hereby jointly and severally represent and warrant to Purchaser that
the statements contained in this Article 4 are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date
(as though made then and as though the Closing Date were substituted for the
date of this Agreement throughout this Article 4), except as set forth in the
disclosure schedule delivered by Seller and Shareholder to Purchaser on the date
hereof and initialed by Seller and Shareholder (the "Disclosure Schedule"). The
Disclosure Schedule will be arranged in paragraphs corresponding to the numbered
paragraphs contained in this Article 4, and any disclosure on any part of the
Disclosure Schedule shall be deemed a disclosure on all other parts of the
Disclosure Schedule provided the required disclosure is fully and accurately
disclosed.

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4.1 Incorporation. Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of its incorporation, and is
duly authorized, qualified and licensed under all applicable Governmental
Requirements to carry on its business in the places and in the manner as now
conducted in the State of California. Seller is not qualified as a foreign
corporation in any jurisdiction, and Seller is not required to qualify or
otherwise be authorized to do business as a foreign corporation in any
jurisdiction in order to carry on any of its businesses as now conducted or to
own, lease or operate the Assets.

4.2 Share Capital. Part 4.2 of the Disclosure Schedule is a list of all
Persons owning capital stock of Seller with an indication thereon of the class
of capital stock and the number of shares of each class owned by each such
Person.

4.3 Financial Statements. Seller has delivered to Purchaser copies of the
following financial statements for Seller, all of which financial statements are
included in Schedule 4.3 hereto:

(a) Unaudited Balance Sheet (the "Reference Balance Sheet") as of July
31, 1999, (the "Balance Sheet Date") and Unaudited Income Statement for the
nine-month period ended on the Balance Sheet Date; and

(b) Audited Balance Sheets, Income Statements and Statements of
Changes in Financial Position for Seller's two (2) most recent fiscal
years.

All financial statements supplied to Purchaser by Seller, whether or not
included in Schedule 4.3 hereto, are and will be true and accurate in all
material respects, have been and will be prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods indicated, and will present fairly in all material respects the
financial condition of Seller as of the dates and for the periods indicated
thereon, except as otherwise indicated in the notes thereto. The Reference
Balance Sheet reflects, as of the Balance Sheet Date, all liabilities, debts and
obligations of any nature of Seller, whether accrued, absolute, contingent or
otherwise, and whether due, or to become due, including, but not limited to,
liabilities, debts or obligations on account of Taxes to the extent such items
are required to be reflected on such balance sheet under generally acceptable
accounting principles consistently applied.

4.4 Events Since the Balance Sheet Date. Since the Balance Sheet Date,
there has not been:

(a) any change in the condition (financial or otherwise) or in the
properties, assets, liabilities, business or prospects of all or any part
of the Business, except normal and usual changes in the ordinary course of
business, none of which has been adverse and all of which in the aggregate
have not been adverse;

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(b) any labor trouble, strike or any other occurrence, event or
condition affecting the employees of Seller that adversely affects the
condition (financial or otherwise) of the Assets or all or any part of the
Business;

(c) any breach or default by Seller or, to the Best Knowledge of
Seller and Shareholder, by any other party, under any agreement or
obligation included in the Assets or by which any of the Assets are bound;

(d) any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the Assets or the Business;

(e) to the Best Knowledge of Seller and Shareholder, any legislative
or regulatory change adversely affecting the Assets or the Business;

(f) any change in the types, nature, composition or quality of the
services of the Business, any adverse change in the contributions of any of
the service lines of the Business to the revenues or net income of such
Business, or any adverse change in the sales, revenue or net income of the
Business;

(g) any transaction related to or affecting the Assets or the Business
other than transactions in the ordinary course of business of Seller; or

(h) any other occurrence, event or condition that has adversely
affected (or can reasonably be expected to adversely affect) the Assets or
the Business.

4.5 Customer List. Part 4.5 of the Disclosure Schedule sets forth a true,
correct and complete list of all customers of the Business to which Seller has
sold or provided (i) new or used trucks during the period from January 1, 1998
through July 31, 1999, and/or (ii) parts and service during the one year period
immediately preceding the date hereof. Immediately prior to the Closing, Seller
shall deliver to Purchaser a true, correct and complete update of this list as
of the Closing Date.

4.6 Taxes and Governmental Returns. As of the date hereof, all Tax returns,
information returns and governmental reports of every nature required by any
Governmental Authority or Governmental Requirement to be filed by Seller or
which include or should include Seller, including, but not limited to, those
relating to Taxes of any nature to which Seller or any of its business is
subject ("Governmental Returns"), have been filed for all periods ending on or
before the date hereof (except for any returns not yet due), and all Taxes shown
to be due and payable on such Governmental Returns or on any assessments related
to such Governmental Returns have been paid. All such Governmental Returns and
reports and the information and data contained therein have been properly and
accurately compiled and completed, fairly present the information purported to
be shown therein, and reflect all Tax

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liabilities of Seller for the periods covered by such Governmental Returns.
Seller has no unpaid liability for any Taxes of any nature whatsoever for any
period prior to the date hereof. To the Best Knowledge of Seller and
Shareholder, none of the Governmental Returns of Seller or that include Seller
have been audited, and none are now under audit, by any Governmental Authority.
There are no agreements, waivers or other arrangements providing for an
extension of time with respect to the assessment of any Taxes of any nature
against Seller or with respect to any Governmental Return filed by Seller or
that include Seller, or any suits or other actions, proceedings, investigations
or claims now pending or threatened against Seller with respect to any Taxes or
any matters under discussion with any Governmental Authority relating to any
Taxes, or any claims for additional Taxes asserted by any Governmental
Authority.

4.7 Employee Matters. Part 4.7 of the Disclosure Schedule sets forth a true
and complete list of the names of and current annual compensation paid by Seller
to each employee of Seller utilized in connection with the operation of the
Business. With respect to each employee hired after November 6, 1986, a copy of
the Form I-9 completed pursuant to the Immigration Reform and Control Act of
1986, and the rules and regulations promulgated thereunder, has been attached to
Part 4.7 of the Disclosure Schedule. Seller does not have any employee benefit
plans (including, but not limited to, pension plans and health or welfare
plans), arrangements or understandings, whether formal or informal. Purchaser
will have no liability with respect to any such plans as a result of the
transactions contemplated by this Agreement. Seller does not now contribute and
has not ever contributed to a "multiemployer plan" as defined in section
4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Seller has complied with all applicable provisions of ERISA and all
rules and regulations promulgated thereunder and neither Seller nor any trustee,
administrator, fiduciary, agent or employee thereof has at anytime been involved
in a transaction that would constitute a "prohibited transaction" within the
meaning of Section 406 of ERISA. Seller is not a party to any collective
bargaining or other union agreements. Seller has not, within the last five
years, had or been threatened with any union activities, work stoppages or other
labor trouble with respect to its employees which had or might have had a
material adverse effect on any of the Business. To the Best Knowledge of Seller
and Shareholder, no union activities, work stoppages or other labor trouble with
respect to the employees of any of the customers or suppliers of the Business
are pending or threatened which might have an adverse effect on the Business.
Other than wage increases in the ordinary course of business, since the Balance
Sheet Date, Seller has not made any commitment or agreement to increase the
wages or modify the conditions or terms of employment of any of the employees of
Seller used in connection with the Business, and between the date of this
Agreement and the Closing Date, Seller will not make any agreement to increase
the wages or modify the conditions or terms of

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employment of any of the employees of Seller used in connection with the
Business without the prior written approval of Purchaser.

4.8 Contracts and Agreements. Part 4.8 of the Disclosure Schedule sets
forth a true and complete list of and briefly describes (including termination
date) all of the following contracts, agreements, leases, licenses, plans,
arrangements or commitments, written or oral, that relate to the Assets or the
Business (including all amendments, supplements and modifications thereto):

(a) all contracts, agreements or commitments in respect of the sale of
products or services or the purchase of raw materials, supplies or other
products or utilities;

(b) all offers, tenders or the like outstanding and capable of being
converted into an obligation of Seller by the passage of time or by an
acceptance or other act of some other person or entity or both;

(c) all sales, agency or distributorship agreements or franchises or
legally enforceable commitments or obligations with respect thereto;

(d) all collective bargaining agreements, union agreements, employment
agreements, consulting agreements or agreements providing for the services
of an independent contractor;

(e) all profit-sharing, pension, stock option, severance pay,
retirement, bonus, deferred compensation, group life and health insurance
or other employee benefit plans, agreements, arrangements or commitments of
any nature whatsoever, whether or not legally binding, and all agreements
with any present or former officer, director or shareholder of Seller;

(f) all loan or credit agreements, indentures, guarantees (other than
endorsements made for collection), mortgages, pledges, conditional sales or
other title retention agreements, and all equipment financing obligations,
lease and lease-purchase agreements relating to or affecting the Assets or
the Business;

(g) all leases related to the Assets or the Business;

(h) all performance bonds, bid bonds, surety bonds and the like, all
contracts and bids covered by such bonds, and all letters of credit and
guaranties;

(i) all consent decrees and other judgments, decrees or orders,
settlement agreements and agreements relating to competitive activities,
requiring or prohibiting any future action;

(j) all accounts, notes and other receivables, and all security
therefor, and all documents and agreements related thereto;

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(k) all contracts or agreements of any nature with Shareholder or any
Affiliate of Shareholder; and

(l) all contracts, commitments and agreements entered into outside the
ordinary course of the operation of the Business.

All of such contracts, agreements, leases, licenses, plans, arrangements, and
commitments and all other such items included in the Assets but not specifically
described above (collectively, the "Contracts") are valid, binding and in full
force and effect in accordance with their terms and conditions and there is no
existing default thereunder or breach thereof by Seller, or, to the Best
Knowledge of Seller and Shareholder, by any other party to the Contracts, or any
conditions which, with the passage of time or the giving of notice or both,
might constitute such a default by Seller, or, to the Best Knowledge of Seller
and Shareholder, by any other party to the Contracts, and the Contracts will not
be breached by or give any other party a right of termination as a result of the
transactions contemplated by this Agreement. To the Best Knowledge of Seller and
Shareholder there is no reason why any of the Contracts (i) will result in a
loss to Purchaser on completion by performance or (ii) cannot readily be
fulfilled or performed by Purchaser with the Assets on time without undue or
unusual expenditure of money or effort. Copies of all of the documents (or in
the case of oral commitments, descriptions of the material terms thereof)
relevant to the Contracts listed in Part 4.8 of the Disclosure Schedule have
been delivered by Seller to Purchaser, and such copies and/or descriptions are
true, complete and accurate and include all amendments, supplements or
modifications thereto. After reviewing the Contracts, Purchaser may, at its sole
option, choose not to assume one or more of the Contracts, and, within 30 days
of receipt by Purchaser of all information reasonably requested by Purchaser
with respect to the Contracts, Purchaser shall notify Seller of which Contracts,
if any, Purchaser does not intend to assume hereunder. Except for Contracts, if
any, that Purchaser notifies Seller that it will not assume, all of the
Contracts are and shall be included in the Assets. All of the material Contracts
may be assigned to Purchaser without the approval or consent of any Person, or,
if such approval or consent is required, it will be obtained by Seller and
delivered to Purchaser at or prior to the Closing.

4.9 Effect of Agreement. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not (i) result in
any breach of any of the terms or conditions of, or constitute a default under,
the Articles of Incorporation or other charter documents or bylaws of Seller, or
any commitment, mortgage, note, bond, debenture, deed of trust, contract,
agreement, license or other instrument or obligation to which Seller is now a
party or by which Seller or any of its properties or assets may be bound or
affected; (ii) result in any violation of any Governmental Requirement
applicable to Seller, the Assets or the Business; (iii) cause Purchaser to lose
the benefit of any right or privilege included in the Assets; (iv) relieve any
Person of any obligation (whether contractual or otherwise) or enable any Person
to terminate any such obligation or any right or benefit enjoyed by Seller or to
exercise any right under any agreement in respect of the Assets or the Business;
or (v) require notice to or the consent, authorization, approval or order of any
Person

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(except as may be contemplated by the last sentence of Section 4.8). To the Best
Knowledge of Seller and Shareholder, the business relationships of clients,
customers and suppliers of the Business will not be adversely affected by the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

4.10 Properties, Assets and Leasehold Estates. Seller owns or has the right
to use (pursuant to a valid lease or license disclosed on Part 4.8 of the
Disclosure Schedule) all operating assets and properties necessary for Seller to
conduct the Business in the manner presently conducted by Seller, and all of
such operating assets and properties (or, in the case of leased assets, the
leases covering such assets) are included in the Assets. Seller has good and
marketable title to all the Assets, free and clear of all mortgages, liens,
pledges, conditional sales agreements, charges, easements, covenants,
assessments, options, restrictions and encumbrances of any nature whatsoever.
The plants, structures, equipment, vehicles and other tangible properties
included in the Assets and the tangible property leased by Seller under leases
included in the Assets are in good operating condition and repair, normal wear
and tear excepted, and are capable of being used for their intended purpose in
the Business as now conducted. The Assets include all existing warranties and
service contracts with respect to any of the Assets to the extent the same are
capable of being assigned to Purchaser. During the past two years, there has not
been any significant interruption of the Business due to the breakdown or
inadequate maintenance of any of the Assets. All plants, structures, equipment,
vehicles and other tangible properties included in the Assets, and the present
use of all such items, conform to all applicable Governmental Requirements, and
no notice of any violation of any such Governmental Requirements relating to
such assets or their use has been received by Seller. The Assets include all
easements, rights of ingress and egress, and utilities and services necessary
for the conduct of the Business.

4.11 Intangible Property. The operation of the Business as now conducted by
Seller does not require the use of or consist of any rights under any
trademarks, trade names, brand names, service marks or copyrights other than
"Peterbilt", "GMC", "Hino", "Bendix", "CAT", "Cummins", "Detroit Diesel",
"Thermo-King", "Caterpillar", "▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ Truck Center", "▇▇▇▇▇▇▇▇
Peterbilt" and "Custom Truck Leasing".

4.12 Suits, Actions and Claims. There are no suits, actions, claims,
inquiries or investigations by any Person, or any legal, administrative or
arbitration proceedings in which Seller is engaged or which are pending or, to
the Best Knowledge of Seller and Shareholder, threatened against or affecting
Seller or any of its properties, assets or business, or to which Seller is or
might become a party, or which question the validity or legality of the
transactions contemplated hereby, no basis or grounds for any such suit, action,
claim, inquiry, investigation or proceeding exists, and there is

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no outstanding order, writ, injunction or decree of any Governmental Authority
against or affecting Seller or any of its properties, assets or business.
Without limiting the foregoing, neither Seller nor Shareholder has any Best
Knowledge of any state of facts or the occurrence of any event forming the basis
of any present or potential claim against Seller.

4.13 Licenses and Permits; Compliance With Governmental Requirements. Part
4.13 of the Disclosure Schedule sets forth a true and complete list of all
licenses and permits necessary for the conduct of the Business. Seller has all
such licenses and permits validly issued to it and in its name, and all such
licenses and permits are in full force and effect. True and correct copies of
all such licenses and permits are attached to Part 4.13 of the Disclosure
Schedule. No violations are or have been recorded in respect of such licenses or
permits and no proceeding is pending or, to the Best Knowledge of Seller and
Shareholder, threatened seeking the revocation or limitation of any of such
licenses or permits. All such licenses and permits that are subject to transfer
are included in the Assets, and all such licenses and permits that are not
subject to transfer are conspicuously marked as such on Part 4.13 of the
Disclosure Schedule. Seller has complied in all material respects with all
Governmental Requirements applicable to its business, and all Governmental
Requirements with respect to the distribution and sale of products and services
by it.

4.14 Authorization. Seller and Shareholder have full legal right, power,
and authority to enter into and deliver this Agreement and to consummate the
transactions set forth herein and to perform all the terms and conditions hereof
to be performed by them. The execution and delivery of this Agreement by Seller
and Shareholder and the performance by each of them of the transactions
contemplated herein have been duly and validly authorized by all requisite
corporate action of Seller and by Shareholder, and this Agreement has been duly
and validly executed and delivered by Seller and Shareholder and is the legal,
valid and binding obligation of each of them, enforceable against each of them
in accordance with its terms, except as limited by applicable bankruptcy,
moratorium, insolvency or other similar laws affecting generally the rights of
creditors or by principles of equity.

4.15 Records. The books, records and minutes kept by Seller with respect to
the Assets and the Business, including, but not limited to, all customer files,
service agreements, quotations, correspondence, route sheets and historic
revenue data of Seller, contain records of all matters required to be included
therein by any Governmental Requirement or by generally accepted accounting
principles, and such books, records and minutes are true, accurate and complete
in all material respects and (except for corporate minute books and stock
records) are included in the Assets.

4.16 Environmental Protection Laws.

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(a) For purposes of this Section 4.16, unless the context otherwise
specifies or requires, the following terms shall have the meaning herein
defined:

(i) "Waste Materials" shall mean

(A) any "hazardous waste" as defined by the Resource Conservation and
Recovery Act of 1976, 42. U.S.C. Sections 6901 et seq., as amended from
time to time, and regulations promulgated thereunder;

(B) any "hazardous substance" as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Sections 9601, et seq., as amended from time to time;

(D) polychlorinated biphenyls;

(E) underground storage tanks, whether empty, filled or partially
filled with any substance;

(F) any other substance the presence of which is prohibited by any
Governmental Requirement; and

(G) any other substance which by any Governmental Requirement requires
special handling or notification of any federal, state or local
governmental entity in its collection, storage, treatment, recycling, or
disposal.

(ii) "Waste Materials Contamination" shall mean the presence of Waste
Materials on, in or under any property whatsoever which is associated with
or is in any way related to the Assets or the Business, including the
improvements, facilities, soil, ground, water or air.

(b) All business conducted by Seller, including but not limited to the
Business, has been and is being operated, and the assets of Seller,
including but not limited to the Assets, have been and are being used and
were obtained, in all material respects in compliance with all Governmental
Requirements.

(c) Seller is not now, and has not ever been, in violation of any
Governmental Requirement. The Assets, the Business and all of the
operations of Seller are in full compliance with all Governmental
Requirements relating to Waste Materials, and no judicial or administrative
actions, including non-compliance orders or demand letters, are pending
that relate to such Governmental Requirements. Without in any way limiting
the foregoing, Seller and Shareholder hereby jointly and severally
specifically represent and warrant that to the Best Knowledge of Seller and
Shareholder:

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(i) Seller has complied with all applicable Governmental Requirements
relating to pollution and environmental control;

(ii) Seller is not in violation of any of the permits described in or
required to be described on Part 4.13 of the Disclosure Schedule or any
Governmental Requirement regulating emissions, discharges or releases
(including solids, liquids and gases) into the environment or the proper
transportation, handling, storage, treatment or disposal of materials;

(iii) Seller has received all permits and approvals with respect to
emissions, discharges or releases (including solids, liquids and gases)
into the environment and the proper transportation, handling, storage,
treatment and disposal of materials required for the operation of the
businesses of Seller as presently conducted;

(iv) Seller has kept all records and made all filings required by
applicable Governmental Requirements with respect to emissions, discharges
or releases (including solids, liquids and gases) into the environment and
the proper transportation, handling, storage, treatment and disposal of
materials;

(v) All hazardous waste, hazardous materials and hazardous substances
attributable to the Assets, the Business or the operations of Seller on, in
or under any real property owned or leased by Seller have been removed and
no past or present disposal, spill, or other release of hazardous waste,
hazardous materials or hazardous substances attributable to the Assets, the
Business or the operations of Seller on, in, under or adjacent to any real
property owned or leased by Seller will subject Purchaser to corrective or
response action or any other liability under any Governmental Requirement
or the common law;

(vi) No investigation, administrative order, consent order and
agreement, litigation or settlement with respect to Waste Materials or
Waste Materials Contamination is proposed, threatened, anticipated or in
existence with respect to the Assets or the Business. None of the Assets
are currently on, and to the Best Knowledge of Seller and Shareholder, have
ever been on, any federal or state "Superfund" or "Superlien" list.

(vii) Seller does not have any contingent liabilities under any
Governmental Requirement to any Person, whether or not such contingent
liability is required pursuant to generally accepted accounting principles
to be reflected on the financial statements of Seller, in connection with
any emission, discharge or release of any hazardous or toxic waste,
substance or constituent or any other substance into the environment caused
by Seller; and

(viii) Seller has not handled, treated, stored, generated, transported
or disposed of any Waste Material in contravention of any Governmental
Requirement, and there have been no acts or omissions of Seller or any of
its agents or employees that would result in liability under any
Governmental Requirement.

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(d) Seller has, and has listed on Part 4.13 of the Disclosure
Schedule, all necessary environmental and operations permits for operations
relating to the Business or the Assets.

4.17 No Underground Storage Tanks. Except as described in the Disclosure
Schedule, there are no underground storage tanks located on any of the premises
to be leased by Purchaser pursuant to the provisions of Article 15.

4.18 Securities Laws Matters.

(a) Except as expressly set forth in the Registration Rights
Agreement, Seller recognizes and understands that the warrants described in
Section 3.1 and the Common Stock issued upon exercise of such warrants
(collectively, the "Securities") will not be registered under the
Securities Act, or under the securities laws of any state (the Securities
Act and such securities laws, collectively the "Securities Laws"). The
Securities are not being so registered in reliance upon exemptions from the
Securities Laws which are predicated, in part, on the representations,
warranties and agreements of Seller contained herein.

(b) (i) Seller has business knowledge and experience, such experience
being based on actual participation therein, (ii) Seller is capable of
evaluating the merits and risks of an investment in the Securities and the
suitability thereof as an investment therefor, (iii) the Securities will be
acquired solely for investment and not with a view toward resale or
redistribution in violation of the Securities Laws, (iv) in connection with
the transactions contemplated hereby, no assurances have been made
concerning the future results of Purchaser or Rush or any Affiliate thereof
or as to the value of the Securities and (v) Seller is an "accredited
investor" within the meaning of (i) Regulation D promulgated by the SEC
pursuant to the Securities Act and (ii) the Corporate Securities Laws of
1968 of the State of California and the regulations promulgated thereunder.
Seller understands that neither Purchaser nor Rush is under any obligation
to file a registration statement or to take any other action under the
Securities Laws with respect to any such Securities except as expressly set
forth in the Registration Rights Agreement.

(c) Seller has consulted with Seller's own counsel in regard to the
Securities Laws and is fully aware (i) of the circumstances under which
Seller is required to hold the Securities, (ii) of the limitations on the
transfer or disposition of the Securities, (iii) that the Securities must
be held indefinitely unless the transfer thereof is registered under the
Securities Laws or an exemption from registration is available and (iv)
that no exemption from registration is likely to become available for at
least one year from the date of acquisition of the Securities. Seller has
been advised by Seller's counsel as to the provisions of Rules 144 and 145
as promulgated by the Commission under the Securities Act and has been
advised of the applicable limitations thereof. Seller acknowledges that
Purchaser and Rush are relying upon the truth and accuracy of the
representations and warranties in this Section 4.18 by Seller in
consummating the transactions contemplated by this Agreement without
registering the Securities under the Securities Laws.

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(d) Seller has been furnished with (i) the definitive proxy statement
filed with the Commission in connection with the annual meeting of
stockholders of Rush held on May 18, 1999 and (ii) copies of Rush's
Amendment No. 2 to Form S-1 Registration Statement and Prospectus to Form
S-1 filed on Form 424(b)(4), Annual Report on Form 10-K for the year ended
December 31, 1998, and Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999, filed with the Commission under the
Exchange Act. Seller has been furnished with the complete financial
statements of Rush for the fiscal years ended 1996, 1997 and 1998. Seller
has been furnished with a summary description of the terms of the Common
Stock and Purchaser and Rush have made available to Seller the opportunity
to ask questions and receive answers concerning the terms and conditions of
the transactions contemplated by this Agreement and to obtain any
additional information which they possess or could reasonably acquire for
the purpose of verifying the accuracy of information furnished to Seller as
set forth herein or for the purpose of considering the transactions
contemplated hereby. Rush has offered to make available to Seller upon
request at any time all exhibits filed by Rush with the Commission as part
of any of the reports filed therewith.

(e) Seller agrees that the certificates representing the Securities
will be imprinted with the following legend, the terms of which are
specifically agreed to:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER
THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE
SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COUNSEL FOR
THIS CORPORATION, IS AVAILABLE.

Seller understands and agrees that appropriate stop transfer notations will be
placed in the records of Rush and with its transfer agent in respect of the
Securities.

4.19 Brokers and Finders. No broker or finder has acted for Seller or
Shareholder in connection with this Agreement or the transactions contemplated
by this Agreement and no broker or finder is entitled to any brokerage or
finder's fee or to

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any commission in respect thereof based in any way on agreements, arrangements
or understandings made by or on behalf of Seller or Shareholder.

4.20 Deposits. Seller does not hold any deposits or prepayments by third
parties with respect to any of the Assets or the Business ("Deposits") which are
not reflected as liabilities on Seller's Reference Balance Sheet. If Seller
holds any Deposits as of the Closing Date, Purchaser will be given credit
against the cash portion of the Purchase Price for the amount of any such
Deposits pursuant to Section 3.4 hereof.

4.21 Work Orders. There are no outstanding work orders or contracts
relating to any portion of the Assets from or required by any policy of
insurance, fire department, sanitation department, health authority or other
governmental authority nor is there any matter under discussion with any such
parties or authorities relating to work orders or contracts.

4.22 Telephone Numbers. All telephone numbers used by Seller in connection
with the Business are included in the Assets and will not be used by Seller or
Shareholder following the Closing, except by Shareholder in the conduct of
Purchaser's business.

4.23 No Untrue Statements. The statements, representations and warranties
of Seller and Shareholder set forth in this Agreement, the Schedules, the Seller
Certificate and the exhibits and annexes attached hereto do not include (and in
the case of the Seller Certificate, will not include) any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements, representations and warranties made not misleading. To the Best
Knowledge of Seller and Shareholder, there is no fact or matter that is not
disclosed to Purchaser in this Agreement or the Schedules that materially and
adversely affects or, so far as Seller or Shareholder can now reasonably
foresee, could materially and adversely affect the condition (financial or
otherwise) of any of the Assets or the Business or the ability of Seller or
Shareholder to perform their respective obligations under this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to Seller as follows:

5.1 Incorporation. Purchaser and Rush are each a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and the State of Texas, respectively.

5.2 Authorization. Purchaser has full legal right and corporate power to
enter into and deliver this Agreement and to consummate the transactions set
forth herein and to perform all the terms and conditions hereof to be performed
by it. This Agreement has been duly executed and delivered by Purchaser and is a
legal, valid and binding obligation of Purchaser enforceable in accordance with
its terms, except as limited by

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applicable bankruptcy, moratorium, insolvency or other laws affecting generally
the rights of creditors or by principles of equity.

5.3 SEC Documents. Rush has provided to Seller and Shareholder copies of
its Annual Report on Form 10-K for the year ended December 31, 1998, its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June
30, 1999, its proxy statement with respect to the Annual Meeting of Stockholders
held on May 18, 1999, and its Amendment No. 2 to Form S-1 Registration Statement
and Prospectus to Form S-1 filed on Form 424(b)(4) (such documents collectively
referred to herein as the "SEC Documents"). As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder applicable to such SEC Documents, and none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The consolidated financial statements of Rush included in the SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission with
respect thereto, have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto) and fairly present the
consolidated financial position of Rush and its consolidated Subsidiaries as of
the dates thereof and the consolidated results of their operations and cash
flows for the periods then ended (except in the case of interim period financial
information for normal year-end adjustments). All material agreements, contracts
and other documents required to be filed as exhibits to the SEC Documents have
been so filed. The consolidated balance sheet included in Rush's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999 reflects, as of the date
thereof, all liabilities, debts and obligations of any nature, kind or manner of
Rush and its subsidiaries, whether direct, accrued, absolute, contingent or
otherwise, and whether due or to become due that are required to be reflected on
such balance sheet under generally accepted accounting principles consistently
applied.

5.4 Brokers and Finders. No broker or finder has acted for Purchaser or
Rush in connection with this Agreement or the transactions contemplated by this
Agreement and no broker or finder is entitled to any brokerage or finder's fee
or to any commission in respect thereof based in any way on agreements,
arrangements or understandings made by or on behalf of Purchaser or Rush.

5.5 Effect of Agreement. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not (i) result in
any breach of any of the terms or conditions of, or constitute a default under,
the Articles of Incorporation or other charter documents or bylaws of Purchaser,
or any

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commitment, mortgage, note, bond, debenture, deed of trust, contract, agreement,
license or other instrument or obligation to which Purchaser is now a party or
by which Purchaser or any of its properties or assets may be bound or affected;
or (ii) result in any violation of any Governmental Requirement applicable to
Purchaser.

6. NATURE OF STATEMENTS AND SURVIVAL OF INDEMNIFICATIONS, GUARANTEES,
REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER. All statements of fact
contained in this Agreement, the Schedules, the Seller Certificate and the
exhibits and annexes attached hereto delivered by or on behalf of Seller or
Shareholder shall be deemed representations and warranties of Seller and
Shareholder hereunder. Regardless of any investigation at any time made by or on
behalf of Purchaser, all indemnifications, guarantees, covenants, agreements,
representations and warranties made by Seller or Shareholder hereunder or
pursuant hereto or in connection with the transactions contemplated hereby shall
survive for eighteen months after the Closing Date, except with respect to (a)
the representations and warranties set forth in Section 4.6, which shall survive
until the sixth anniversary of the Closing Date, (b) the representations and
warranties set forth in Sections 4.16 and 4.17, which shall survive until the
fifth anniversary of the Closing Date and (c) the representations and warranties
set forth in Section 4.18, which shall survive the Closing Date indefinitely.

7. CONTRACTS PRIOR TO THE CLOSING DATE.

7.1 Approval of Contracts. Except in the ordinary course of business and
consistent with past practice, Seller shall not enter into or amend any
contracts related to the Business or the Assets between the date hereof and the
Closing Date unless approved in writing by Purchaser. Seller will provide all
information relating to each such contract or amendment that is necessary or
requested by Purchaser to enable Purchaser to make an informed decision
regarding approval of such contract or amendment.

7.2 Contracts Included in Assets. Any contracts, agreements or commitments
(or amendments to such items) related to the Business or the Assets that are
entered into by Seller between the date hereof and the Closing Date and are
approved pursuant to the provisions of Section 7.1, shall be included in the
Assets (with no addition to the Purchase Price) and shall be assumed by
Purchaser pursuant to Section 3.2.

8. COVENANTS OF SELLER AND SHAREHOLDER PRIOR TO CLOSING DATE. Seller and
Shareholder hereby covenant and agree that between the date of this Agreement
and the Closing Date:

8.1 Access to Information. Seller shall afford to the officers and
authorized representatives of Purchaser access to the plants, properties,
documents, books and

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records of Seller related to the Assets and the Business and shall furnish
Purchaser with such financial and operating data and other information regarding
the Assets and the Business and as Purchaser may from time to time reasonably
request.

8.2 General Affirmative Covenants. Seller shall, and Shareholder shall
cause Seller to:

(a) conduct the Business only in the ordinary course;

(b) maintain the Assets in good working order and condition, ordinary
wear and tear excepted;

(d) keep in full force and effect adequate insurance coverage on the
Assets and the operation of the Business;

(e) use its best efforts to maintain and preserve the Business, and
retain its present employees, customers, suppliers and others having
business relations with it;

(f) duly and timely file all reports or returns required to be filed
with any Governmental Authority, and promptly pay all Taxes levied or
assessed upon it or its properties or upon any part thereof;

(g) duly observe and conform to all Governmental Requirements relating
to the Assets or its properties or to the operation and conduct of its
business and all covenants, terms and conditions upon or under which any of
its properties are held;

(h) remove and have released, by payment or otherwise, all liens and
encumbrances of any nature whatsoever on the Assets (except for liens and
encumbrances, if any, specifically assumed by Purchaser pursuant to this
Agreement);

(i) duly and timely take all actions necessary to carry out the
transactions contemplated hereby;

(j) deliver to Purchaser on or before the 15th day of each month true
and correct unaudited monthly balance sheets and statements of income for
the Business for the immediately preceding month;

(k) deliver to Purchaser on or before the Closing Date any additional
financial information reasonably requested by Purchaser to allow Purchaser
to timely comply with its reporting

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requirements under the Exchange Act, all in form and substance sufficient
to allow Purchaser to timely comply with such reporting requirements; and

(l) preserve and maintain the goodwill of the Business.

8.3 General Negative Covenants. Seller shall not take, and Shareholder will
not permit Seller to take, any of the following actions without the prior
written consent of Purchaser:

(a) entering into or amending or assuming any contract, agreement,
obligation, lease, license or commitment related to the Business or the
Assets (or of a type included in the Assets) other than in accordance with
the provisions of Section 7.1;

(b) except in the ordinary course of business and consistent with past
practice, selling, leasing, abandoning or otherwise disposing of any of the
Assets, including, but not limited to, real property, machinery, equipment
or other operating properties;

(d) making any organizational change or personnel change, or
increasing the compensation or benefits of any officer or employee of
Seller, other than normal compensation and benefit adjustments in the
ordinary course of the Business consistent with past practice; or

(e) selling or agreeing to sell 10 or more new trucks in any single
transaction or any series of related transactions at a gross margin of less
than 3 1/2%, or purchasing or agreeing to purchase 10 or more used trucks
in a single transaction or any series of related transactions.

8.4 Disclosure of Misrepresentations and Breaches. If any of the
representations or warranties of Seller or Shareholder hereunder are determined
by Seller or Shareholder to have been incorrect when made, or are determined by
Seller or Shareholder to be incorrect as of any date subsequent to the date
hereof, or if any of the covenants of Seller or Shareholder contained in this
Agreement have not been complied with timely, then Seller and Shareholder shall
immediately notify Purchaser to such effect (provided that such notice shall in
no way limit the rights of Purchaser (i) under Articles 10 and 17 to terminate
this Agreement or refuse to consummate the transactions contemplated hereby or
(ii) to enforce any rights or remedies it may have hereunder).

8.5 Government Filings. Seller and Shareholder shall cooperate with
Purchaser and its representatives in the preparation of any documents or other
material that may be required by any Governmental Authority in connection with
the Assets or the

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Business or the transactions contemplated hereby. With respect to any filing
required by the HSR Act, Purchaser, on the one hand, and Seller, on the other
hand, shall split the cost of any such filing fees, and each party shall pay
their own attorneys' fees.

8.6 Access to and Inspection of Premises, Facilities and Equipment. Seller
shall afford the officers and authorized representatives of Purchaser access to
the premises, facilities and tangible assets included in the Assets and the
premises to be leased by Purchaser pursuant to the provisions of Article 15 for
the purpose of inspecting such premises, facilities and equipment in such manner
as Purchaser shall deem appropriate, including, but not limited to, an
environmental inspection and audit to be conducted by GEO-Consul. The cost of
such environmental inspection and audit shall be split equally between Purchaser
and Seller, provided that GEO-Consul shall address all reports generated by such
inspection and audit to Purchaser and Seller and shall authorize Purchaser and
Seller to each rely on all reports generated by such inspection and audit. If
upon completion of such inspection, Purchaser finds any conditions which
Purchaser, in its sole discretion, considers to be unacceptable, Purchaser shall
have the right to cause Seller to pay 50% of the first $200,000 to remedy such
unacceptable condition and, in the event the amount required to remedy such
unacceptable condition exceeds $200,000, Purchaser shall have the right to
terminate this Agreement pursuant to Articles 10 and 17.

9. COVENANTS REGARDING THE CLOSING.

9.1 Covenants of Seller and Shareholder. Seller and Shareholder hereby
covenant and agree that they shall (i) use commercially reasonable efforts to
cause all of their representations and warranties set forth in this Agreement to
be true on and as of the Closing Date, (ii) use commercially reasonable efforts
to cause all of their obligations that are to be fulfilled on or prior to the
Closing Date to be so fulfilled, (iii) use commercially reasonable efforts to
cause all conditions to the Closing set forth in this Agreement to be satisfied
on or prior to the Closing Date, and (iv) deliver to Purchaser at the Closing
the certificates, updated lists, notices, consents, authorizations, approvals,
agreements, leases, transfer documents, receipts, and amendments contemplated by
Article 10 (with such additions or exceptions to such items as are necessary to
make the statements set forth in such items accurate, provided that if any of
such additions or exceptions cause any of the conditions to Purchaser's
obligations hereunder as set forth in Article 10 not to be fulfilled, such
additions and exceptions shall in no way limit the rights of Purchaser under
Articles 10 and 18 to terminate this Agreement or refuse to consummate the
transactions contemplated hereby).

9.2 Covenants of Purchaser. Purchaser hereby covenants and agrees that it
shall (i) use commercially reasonable efforts to cause all of its
representations and warranties set forth in this Agreement to be true on and as
of the Closing Date,

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(ii) use commercially reasonable efforts to cause all of its obligations that
are to be fulfilled on or prior to the Closing Date to be so fulfilled, (iii)
use commercially reasonable efforts to cause all conditions to the Closing set
forth in this Agreement to be satisfied on or prior to the Closing Date
(provided that failure by Purchaser to comply with a second requirement for
information under the HSR Act or to comply with any requested divestiture of
assets or to enter into any consent or similar order or agreement shall not
constitute a failure of Purchaser to use commercially reasonable efforts), and
(iv) deliver to Seller at the Closing the certificate contemplated by Article 11
(with such additions or exceptions to such certificate as are necessary to make
the statements set forth in such certificate accurate, provided that if any of
such additions or exceptions cause any of the conditions to Seller's obligations
hereunder as set forth in Article 11 not to be fulfilled, such additions and
exceptions shall in no way limit the rights of Seller under Articles 11 and 18
to terminate this Agreement or to refuse to consummate the transactions
contemplated hereby).

9.3 Inventory Audit. Within five days prior to Closing, Seller and
Purchaser shall each appoint one or more representatives knowledgeable in the
heavy duty truck business, and shall cause such representatives to conduct an
audit (in accordance with generally accepted accounting principles, consistently
applied) of the inventory of the Assets as of the Closing Date. Each party shall
bear their cost of conducting such audit.

10. CONDITIONS TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser
hereunder are, at the option of Purchaser, subject to the satisfaction, on or
prior to the Closing Date, of the following conditions (any of which may be
waived by Purchaser, in its sole discretion):

10.1 Accuracy of Representations and Warranties and Fulfillment of
Covenants. The representations and warranties of Seller and Shareholder
contained in this Agreement shall be true and correct in all material respects
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date. Each and
all of the agreements and covenants of Seller and Shareholder to be performed on
or before the Closing Date pursuant to the terms hereof shall have been
performed in all material respects. Seller and Shareholder shall have delivered
to Purchaser a certificate dated the Closing Date and executed by Seller and
Shareholder to all such effects or disclosing any such representation or
warranty not so true and correct or any such agreement or covenant not so
performed.

10.2 No Governmental Actions. No action or proceeding before any
Governmental Authority shall have been instituted or threatened to restrain or
prohibit the transactions contemplated by this Agreement. No Governmental
Authority shall have

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taken any other action as a result of which the management of Purchaser
reasonably deems it inadvisable to proceed with the transactions contemplated by
this Agreement.

10.3 No Adverse Change. No material adverse change in the Business shall
have occurred, and no loss or damage to any of the Assets, whether or not
covered by insurance, shall have occurred since the Balance Sheet Date, and
Seller shall have delivered to Purchaser a certificate dated the Closing Date
and executed by Seller and Shareholder to all such effects.

10.4 Update of Contracts. Seller and Shareholder shall have delivered to
Purchaser an accurate list, as of the Closing Date, showing (i) all agreements,
contracts and commitments of the type listed on Part 4.8 of the Disclosure
Schedule entered into since the date of this Agreement (including, but not
limited to, amendments, if any, to the items listed on Part 4.8 of the
Disclosure Schedule), and (ii) all other agreements, contracts and commitments
related to the Business or the Assets entered into since the date of this
Agreement, together with true, complete and accurate copies of all documents (or
in the case of oral commitments, descriptions of the material terms thereof)
relevant to the items on the list (the "New Contracts"). Purchaser shall have
the opportunity to review the New Contracts, and shall have the right to delay
the Closing for up to five (5) days if it in its sole discretion Purchaser deems
such a delay necessary to enable it to adequately review the New Contracts. All
of the New Contracts that are approved in writing by Purchaser prior to the
Closing, as it may be delayed, (whether such approval by Purchaser is given
before or after Seller executes the New Contract) shall be included in the
Assets (with no addition to the Purchase Price) and the future obligations of
Seller thereunder shall be assumed by Purchaser pursuant to Section 3.2. Any New
Contracts that are not approved in writing by Purchaser prior to the Closing, as
it may be delayed, shall remain the sole obligation of Seller and shall not be
assumed by Purchaser, and Purchaser shall have no obligation or liability with
respect thereto.

10.5 No Material Adverse Information. The investigations with respect to
Seller, the Assets and the Business, performed by Purchaser's professional
advisors and other representatives shall not have revealed any material adverse
information concerning Seller, the Assets or the Business that has not been made
known to Purchaser in writing prior to the date of this Agreement.

10.6 Notices and Consents. No notice to or consent, authorization, approval
or order of any Person shall be required for the consummation of the
transactions contemplated by this Agreement (except for notices that have been
duly and timely given and consents, authorizations and approvals that have been
obtained). True and correct copies of all required notices, consents,
authorizations and approvals shall have been delivered to Purchaser and shall be
satisfactory in form and substance to Purchaser and its counsel.

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10.7 Employment Agreement. Shareholder shall have executed and delivered to
Purchaser an employment agreement in substantially the form of the agreement
attached hereto as Exhibit 10.7 (the "Employment Agreement").

10.8 Lease Documents. Seller or Shareholder, as applicable, shall have
executed and delivered to Purchaser the Lease Documents; Seller shall have
executed, acknowledged and delivered to Purchaser the memorandum of lease
required by each of the San Diego Lease, the PACLEASE Lease and the El Centro
Lease; and the Adjoining Property Landlord shall have executed and delivered to
Purchaser a landlord estoppel and consent relating to the Adjoining Property
Lease in form and substance reasonably acceptable to Purchaser.

10.9 Other Documents. Seller and Shareholder shall have delivered or caused
to be delivered all other documents, agreements, resolutions, certificates or
declarations as Purchaser or its attorneys may reasonably request.

10.10 West Mission Road Lease. Seller shall have renegotiated the lease
agreement covering property located on ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
where Seller's Escondido, California dealership is located on such terms and
conditions acceptable to Purchaser, and Seller shall have assigned its rights in
such renegotiated lease agreement to Purchaser pursuant to documentation
acceptable to Purchaser.

10.11 Dealer License. Purchaser shall have obtained written approval to be
licensed as a New Motor Vehicle Dealer by the appropriate department or agency
of the State of California to do business as a motor vehicle dealer at the
present locations of the dealerships; provided, however, that Purchaser shall
use its reasonable best efforts to secure such approval prior to Closing.

10.12 Inventory Audit. The inventory audit contemplated by Section 9.3
shall have been completed and the results thereof shall be satisfactory to
Purchaser.

10.13 Due Diligence. Purchaser shall be satisfied with the results of its
continuing legal, accounting and other due diligence regarding Seller and the
Business.

10.14 Dealership Agreement. Purchaser and PACCAR shall have executed and
delivered a dealer sales and service agreement, and ancillary or related
agreements, in form and substance satisfactory to Purchaser.

10.15 Governmental Approvals. All necessary government and regulatory
approvals have been obtained, and all required waiting periods under the HSR Act
shall have expired or been terminated.

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11. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of
Seller hereunder are, at its option, subject to the satisfaction, on or prior to
the Closing Date, of the following conditions (any of which may be waived by
Seller in its sole discretion):

11.1 Accuracy of Representations and Warranties and Fulfillment of
Covenants. The representations and warranties of Purchaser contained in this
Agreement shall be true and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made on and as of
such date. Each of the agreements and covenants of Purchaser to be performed on
or before the Closing Date shall have been performed. Purchaser shall have
delivered to Seller a certificate dated the Closing Date and executed by
Purchaser to all such effects.

11.2 Governmental Approvals. All necessary government and regulatory
approvals have been obtained, and all required waiting periods under the HSR Act
shall have expired or been terminated.

11.3 Employment Agreement. Purchaser shall have executed and delivered to
Shareholder the Employment Agreement.

11.4 Lease Documents. Purchaser shall have executed and delivered to Seller
or Shareholder, as applicable, the Lease Documents.

11.5 Other Documents. Purchaser shall have delivered or caused to be
delivered all other documents, agreements, resolutions, certificates or
declarations as Seller or Shareholder or their attorneys may reasonably request.

11.6 Inventory Audit. The inventory audit contemplated by Section 9.3 shall
have been completed and the results thereof satisfactory to Seller.

11.7 Registration Rights Agreement. If Shareholder elects to receive the
warrant referenced in Section 3.1, Rush shall have executed and delivered to
Seller a registration rights agreement in substantially the form of the
agreement attached hereto as Exhibit 11.7 (the "Registration Rights Agreement").

11.8 ▇▇▇▇ ▇▇▇▇▇▇▇▇. In the event of the death of ▇▇▇▇ ▇▇▇▇▇▇▇▇, the father
of Shareholder, on or before the Closing Date, Shareholder shall have the option
to require any or all of the heirs of ▇▇▇▇ ▇▇▇▇▇▇▇▇ to agree in writing to be
jointly and severally liable for the obligations of the Seller Indemnifying
Parties under Article 13 and Seller shall be entitled to the proceeds of an
accidental death and dismemberment insurance policy on the life of ▇▇▇▇ ▇▇▇▇▇▇▇▇
in the face amount of $3,000,000 or such other amount as Seller and Purchaser
may agree, the cost of which shall be borne equally between Purchaser and
Shareholder.

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11.9 Operating Agreements. Purchaser shall have executed and delivered (a)
an Operating Agreement relating to the GMC inventory of new and used vehicles,
parts and accessories held by Seller as of the Closing in substantially the form
of the agreement attached hereto as Exhibit 11.9(a) (the "GMC Operating
Agreement") and (b) an Operating Agreement relating to the Hino inventory of new
and used vehicles, parts and accessories held by Seller as of the Closing in
substantially the form of the agreement attached hereto as Exhibit 11.9(b) (the
"Hino Operating Agreement").

12. SPECIAL CLOSING AND POST-CLOSING COVENANTS.

12.1 Further Assurances. After Closing, as and when requested by any party
hereto from time to time, the other parties hereto shall and shall cause their
Affiliates to execute and deliver, or cause to be executed and delivered, such
documents and instruments and shall take, or cause to be taken, such further or
other actions as may be reasonably necessary to carry out the purposes of this
Agreement, including without limitation, executing and delivering any instrument
Purchaser may reasonably request to convey the Assets to Purchaser as required
by this Agreement.

12.2 Delivery of Funds and Other Assets Collected by Seller. To the extent
Seller receives any funds or other assets in payment of receivables, or in
connection with any other Assets, being sold to Purchaser pursuant hereto,
Seller shall immediately deliver such funds and assets to Purchaser and take all
steps necessary to vest title to such funds and assets in Purchaser.

12.3 Change of Name of Seller. Immediately upon the occurrence of the
Closing, Seller and Shareholder shall cease using the name "▇▇▇▇ ▇▇▇▇▇▇▇▇ Truck
Center", "▇▇▇▇▇▇▇▇ Peterbilt" and "Custom Truck Leasing" and all derivations
thereof, and covenant and agree that after Closing they will not, directly or
indirectly, use such names or any derivation thereof, in connection with
selling, servicing, renting, leasing, insuring or financing new or used Class 3
through 8 trucks; provided (i) Shareholder may use such names for a period of
one year following the Closing for the sole purpose of winding up the affairs of
Seller, so long as such use does not involve selling, servicing, renting,
leasing, insuring or financing new or used Class 3 through 8 trucks or interfere
with the use of such name by Rush or any of its Affiliates, and (ii) Seller and
Shareholder may use such names in connection with selling, renting or leasing
any Excluded Asset.

12.4 Access to Files. For a period of five years after the Closing, or such
longer term as Seller or Shareholder may reasonably require if Seller or
Shareholder is then involved in litigation or under investigation or audit by a
governmental agency or bureau relating to Seller or the Assets, Purchaser shall
maintain and give Seller and Shareholder and their respective representatives
full access to the premises of

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Purchaser and full access to, and shall permit Seller and Shareholder and their
respective representatives, at their own expense, to make photocopies of, all
originals of the files and records relating to Seller or the Assets.

12.5 Exchange Act Filing; Cooperation. After the Closing, Seller shall, at
the cost and expense of Purchaser, reasonably cooperate with and provide
information to Purchaser as is necessary for Purchaser to comply with its
reporting obligations under the Exchange Act.

12.6 Non-disclosure of Confidential Information.

(a) By Seller and Shareholder. Seller and Shareholder recognize and
acknowledge that they have and will have access to certain confidential
information) of Seller that is included in the Assets (including, but not
limited to, lists of customers, and costs and financial information) that
after the consummation of the transactions contemplated hereby will be
valuable, special and unique property of Purchaser. Seller and Shareholder
agree that they will not disclose, and they will use their best efforts to
prevent disclosure by any other Person of, any such confidential
information to, nor any discussion of any of the terms of this Agreement
with, any Person for any purpose or reason whatsoever, except to authorized
representatives of Purchaser. Seller and Shareholder recognize and agree
that violation of any of the agreements contained in this Section 12.6(a)
will cause irreparable damage or injury to Purchaser, the exact amount of
which may be impossible to ascertain, and that, for such reason, among
others, Purchaser shall be entitled to an injunction, without the necessity
of posting bond therefor, restraining any further violation of such
agreements. Such rights to any injunction shall be in addition to, and not
in limitation of, any other rights and remedies Purchaser may have at law
or in equity against Seller or Shareholder.

(b) By Purchaser. Purchaser recognizes and acknowledges that it may
have access to certain confidential information of Seller that is not
included in or connected with the Assets and not used or necessary for the
Business that after the consummation of the transactions contemplated
hereby will be valuable, special and unique property of Seller. Purchaser
agrees that it will not disclose, and will use its best efforts to prevent
disclosure by any other Person of, any such confidential information to any
Person for any purpose or reason whatsoever, except to authorized
representatives of Purchaser. Purchaser recognizes and agrees that
violation of any of the agreements contained in this Section 12.6(b) will
cause irreparable damage or injury to Seller, the exact amount of which may
be impossible to ascertain, and that, for such reason, among others, Seller
shall be entitled to an injunction, without the necessity of posting bond
therefor, restraining any further violation of such agreements. Such rights
to any injunction shall be in addition to, and not in limitation of, any
other rights and remedies Seller may have at law or in equity against
Purchaser.

(c) Exceptions. The foregoing restrictions will not apply to any
information which (a) becomes available to the public generally (otherwise
than by reason of a breach of the

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provisions of this Section 12.6), (b) can be shown by written records to
have been known by the disclosing party prior to the date of this Agreement
or (c) is lawfully acquired by the disclosing party from another person. In
the event any confidential information protected by this Section 12.6 is
required to be disclosed under court or governmental order, rule or
regulation, the party required to disclose such confidential information
shall immediately provide the party entitled to protection hereunder with
notice thereof and shall give full and complete cooperation to such party
in its efforts to object to, and to obtain protection of any confidential
information that is the subject of, such required disclosure.

12.7 Assignment of Contracts. Notwithstanding any other provision of this
Agreement, nothing in this Agreement or any related document shall be construed
as an attempt to assign (i) any Contract which, as a matter of law or by its
terms, is non-assignable without the consent of the other parties thereto unless
such consent has been given, or (ii) any Contract or claim as to which all of
the remedies for the enforcement thereof enjoyed by Seller would not, as a
matter of law or by its terms, pass to Purchaser as an incident of the transfers
and assignments to be made under this Agreement. In order, however, that the
full value of every Contract and claim of the character described in clauses (i)
and (ii) above and all claims and demands on such Contracts may be realized for
the benefit of Purchaser, Seller, at the request and expense and under the
direction of Purchaser, shall take all such action and do or cause to be done
all such things as will, in the opinion of Purchaser, be necessary or proper in
order that the obligations of Seller under such Contracts may be performed in
such manner that the value of such Contract will be preserved and will inure to
the benefit of Purchaser, and for, and to facilitate, the collection of the
moneys due and payable and to become due and payable thereunder to Purchaser in
and under every such contract and claim. Seller shall promptly pay over to
Purchaser all moneys collected by or paid to it in respect of every such
contract, claim or demand. Nothing in this Section 12.7 shall relieve Seller or
Shareholder of their obligations to obtain any consents required for the
transfer of the Assets and all rights thereunder to Purchaser, or shall relieve
Seller or Shareholder from any liability to Purchaser for failure to obtain such
consents.

12.8 Non-Compete, Non-Solicitation.

(a) Non-Competition. In consideration of the benefits of this
Agreement to Seller and Shareholder and as a material inducement to
Purchaser to enter into this Agreement and to pay the Purchase Price,
Seller and Shareholder, hereby covenant and agree that for a period of five
years after the Closing Date, Seller and Shareholder shall not, and each
shall cause their Affiliates not to, directly or indirectly, as proprietor,
partner, stockholder, director, officer, employee, consultant, joint
venturer, investor or in any other capacity, engage in, or own, manage,
operate or control, or participate in the ownership, management, operation
or control, of any entity which engages in the sale, servicing, renting,
leasing, insuring or financing of new or used Class 3 through 8 trucks (not
including construction equipment) in

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any geographical or commercial markets in which Rush or any of its
Affiliates (including Purchaser) conducts such business on the Closing
Date; provided, however, the foregoing shall not, in any event, prohibit
Seller or Shareholder from (i) purchasing and holding as an investment not
more than 1% of any class of publicly traded securities of any entity which
conducts such business, so long as neither Seller nor Shareholder
participates in any way in the management, operation or control of such
entity or (ii) selling, leasing or otherwise disposing of any vehicles,
parts and accessories inventory or chassis kits held by the Business as of
the Closing Date that are not transferred to Purchaser pursuant to the
terms of this Agreement. It is further recognized and agreed that, even
though the activity may not be restricted under the foregoing provision,
for a period of five years following the Closing Date, neither Seller nor
Shareholder shall, and each shall cause their Affiliates not to, provide
any services to any person or entity which may be used against, or in
conflict with the interests of, Purchaser or an Affiliate of Purchaser.

(b) Judicial Reformation. Seller and Shareholder acknowledge that,
given the nature of Purchaser and its Affiliates' business, the covenants
contained in this Section 12.8 establish reasonable limitations as to time,
geographic area and scope of activity to be restrained and do not impose a
greater restraint than is reasonably necessary to protect and preserve the
goodwill of Purchaser and its Affiliates' business and to protect their
legitimate business interests. If, however, this Section 12.8 is determined
by any court of competent jurisdiction or an arbitrator pursuant to Section
20.1 to be unenforceable by reason of it extending for too long a period of
time or over too large a geographic area or by reason of it being too
extensive in any other respect or for any other reason, it will be
interpreted to extend only over the longest period of time for which it may
be enforceable and/or over the largest geographic area as to which it may
be enforceable and/or to the maximum extent in all other aspects as to
which it may be enforceable, all as determined by such court or arbitrator.

(c) Customer Lists, Non-Solicitation. In consideration of the benefits
of this Agreement to Seller and Shareholder and as a material inducement to
Purchaser to enter into this Agreement and to pay the Purchase Price,
Seller and Shareholder hereby further covenant and agree that for a period
of five years following the Closing Date, Seller and Shareholder shall not,
and each shall cause their Affiliates not to, directly or indirectly, (a)
use or make known to any person or entity the names or addresses of any
clients or customers of Seller, Purchaser or any Affiliate of Purchaser or
any other information pertaining to them, (b) call on, solicit, take away
or attempt to call on, solicit or take away any clients or customers of
Seller, Purchaser or any Affiliate of Purchaser, or (c) solicit for
employment, recruit, hire or attempt to recruit or hire any employees of
Seller, Purchaser or any Affiliate of Purchaser.

(d) Equitable Relief. In the event of a breach or a threatened breach
by Shareholder or Seller of any of the provisions contained in this Section
12.8, each acknowledges that Purchaser and its Affiliates will suffer
irreparable injury not fully compensable by money damages and, therefore,
will not have an adequate remedy available at law. Accordingly, Purchaser
shall be entitled, without the necessity of posting a bond, to obtain such
injunctive

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relief or other equitable remedy from any court of competent jurisdiction
as may be necessary or appropriate to prevent or curtail any such breach,
threatened or actual. The foregoing shall be in addition to and without
prejudice to any other rights that Purchaser may have under this Agreement,
at law or in equity, including, without limitation, the right to ▇▇▇ for
damages.

(e) Covenants Independent. The covenants of Seller and Shareholder
contained in this Section 12.8 will be construed as independent of any
other provision in this Agreement, and the existence of any claim or cause
of action by Seller or Shareholder, or any of them, against Purchaser or
any Affiliate of Purchaser will not constitute a defense to the enforcement
by Purchaser of said provisions. Seller and Shareholder understand that the
provisions contained in this Section 12.8 are essential elements of the
transactions contemplated by this Agreement and, but for their agreement to
be bound by the provisions of this Section 12.8, Purchaser would not have
agreed to enter into this Agreement and the transactions contemplated
herein. Seller and Shareholder have each been advised to consult with, and
each represents that it or he has consulted with, counsel in order to be
informed in all respects concerning the reasonableness and propriety of the
provisions of this Section 12.8 and each acknowledges that the provisions
of this Section 12.8 are reasonable in all respects.

12.9 Agreement Regarding GMC Excluded Assets. If as of the date that is six
months after the Closing Date, Purchaser has not entered into a dealer sales and
service agreement with GMC, the GMC Excluded Assets have not been sold pursuant
to the GMC Operating Agreement and Seller is not able to transfer the GMC
Excluded Assets to GMC or an Affiliate of GMC, Purchaser will purchase the GMC
Excluded Assets from Seller and Seller shall sell the GMC Excluded Assets to
Purchaser for the price indicated for such items in Section 3.1. The closing for
such sale and purchase shall take place at a date and time that is mutually
agreeable to the parties, which shall be no more than 30 days after Seller
provides Purchaser written notice that Seller is not able to transfer the GMC
Excluded Assets to GMC or an Affiliate of GMC. Seller, at its sole cost and
expense, shall provide all documentation and evidence reasonably requested by
Purchaser to enable Purchaser to verify that the conditions to Purchaser's
purchase obligations hereunder have been satisfied. At such closing, Purchaser
shall pay the amount due Seller by wire transfer of immediately available funds
to an account designated by Seller.

12.10 Agreement Regarding Hino Excluded Assets. If as of the date of
termination of the Hino Operating Agreement, Purchaser has entered into a dealer
sales and service Agreement with Hino, Purchaser will purchase the Hino Excluded
Assets to the extent not previously sold under the Hino Operating Agreement from
Seller and Seller shall sell such Hino Excluded Assets to Purchaser for the
price indicated for such assets in Section 3.1. The closing for such sale and
purchase shall take place at a date and time that is mutually agreeable to the
parties, which shall be no more than 30 days after the termination date of the
Hino Operating Agreement. Seller, at its sole cost and expense, shall provide
all documentation and evidence reasonably requested

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by Purchaser to enable Purchaser to verify the conditions to Purchaser's
purchase obligations hereunder have been satisfied. At such closing, Purchaser
shall pay the amount due Seller by wire transfer of immediately available funds
to an account designated by Seller.

13. INDEMNITY BY SELLER AND SHAREHOLDER.

13.1 Indemnity. Seller and Shareholder (collectively, the "Seller
Indemnifying Parties" and individually, a "Seller Indemnifying Party") shall,
and hereby do, jointly and severally indemnify, hold harmless and defend
Purchaser and its officers, directors, employees, agents, consultants,
representatives and Affiliates (collectively, the "Purchaser Indemnified
Parties") from and against any and all penalties, demands, damages, punitive
damages, losses, liabilities, suits, costs, costs of any settlement or judgment,
claims of any and every kind whatsoever, refund obligations (including, without
limitation, interest and penalties thereon) and remediation costs and expenses
(including, without limitation, reasonable attorneys' fees), of or to any of the
Purchaser Indemnified Parties ("Purchaser Damages"), which may now or in the
future be paid, incurred or suffered by or asserted against the Purchaser
Indemnified Parties by any Person resulting or arising from or incurred in
connection with any one or more of the following (provided that this Section
13.1 shall not apply to any items that have been expressly assumed by Purchaser
under this Agreement):

(a) any liability or claim for liability (whether in contract, in tort
or otherwise, and whether or not successful) related in any way to the
Assets or the Business to the extent such liability or claim for liability
arises in connection with any action, omission or event occurring on or
prior to the Closing Date (including, but not limited to, claims for
product liability with respect to products manufactured, distributed or
sold by Seller on or prior to the Closing Date);

(b) any liability or claim for liability (whether in contract, in tort
or otherwise, and whether or not successful) related to any liens,
obligations or encumbrances of any nature whatsoever against or in any way
related to the Assets or the Business which have not been expressly assumed
by Purchaser hereunder;

(c) any liability or claim for liability (whether in contract, in tort
or otherwise, and whether or not successful) related to Taxes of Seller;

(d) any liability or claim for liability (whether or not successful)
related to any lawsuit or threatened lawsuit or claim involving any Seller
Indemnifying Party other than claims brought by the Seller Indemnifying
Parties pursuant to Article 14;

(e) any misrepresentation, breach of warranty or nonfulfillment of any
covenant or agreement on the part of a Seller Indemnifying Party under this
Agreement or from any

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misrepresentation in or omission from any Schedule, the Seller Certificate
or the exhibits and annexes hereto;

(f) any liability or claim for liability against Purchaser or any of
the Assets to the extent such liability or claim for liability arises in
connection with the failure of Purchaser and Seller to comply with any
applicable bulk transfer law; and

(g) all actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including costs of court and reasonable
attorneys' fees) incident to any of the foregoing.

13.2 Environmental Liability of the Seller Indemnifying Parties.
Notwithstanding anything herein to the contrary, the Seller Indemnifying Parties
shall have no liability or obligation to indemnify hereunder for any Purchaser
Environmental Liabilities or obligations arising from acts, events or omissions
occurring prior to Seller's operation of the Business on any real property
owned, leased or used by Seller or any environmental condition or liability
disclosed on the Disclosure Schedule. The Seller Indemnifying Parties, jointly
and severally, shall retain liability for, and any Seller Indemnifying Parties,
jointly and severally, shall indemnify, hold harmless and defend the Purchaser
Indemnified Parties from and against all claims (whether in contract, in tort or
otherwise, and whether or not successful), fines, penalties, liabilities,
damages and losses, including but not limited to remedial, removal, response,
abatement, clean-up, investigation and monitoring costs and any other related
costs and expenses incurred (whether any claims or causes of action relating
thereto be asserted in common law or under statute and regardless of form
including strict liability and negligence) (collectively referred to as
"Purchaser Environmental Liabilities") arising from (a) any violation of any
Requirement of Environmental Law or Environmental Permits (as those terms are
hereinafter defined) of any Seller Indemnifying Party occurring or existing
between the date Seller began conducting business on each parcel of real estate
owned, leased or used by Seller and the Closing Date, (b) any acts, omissions,
conditions, facts, or circumstances occurring or existing between the date
Seller began conducting business on each parcel of real estate owned, leased or
used by Seller and the Closing Date with respect to the Assets, the Business or
the operations of Seller which give rise to an Environmental Claim (as
hereinafter defined) before or after the date hereof, and (c) any failure of any
Seller Indemnifying Party to obtain or maintain, between the date Seller began
conducting business on each parcel of real estate owned, leased or used by
Seller and the Closing Date, any Environmental Permit. For purposes of this
Section 13.2 the term "Environmental Claim" means any action, lawsuit, claim or
proceeding by any Person relating to the Assets or the Business or the
operations or the business of Seller which seeks to impose liability for (i)
noise, (ii) pollution or contamination or threatened pollution or contamination
of the air, surface water, groundwater or land, (iii) solid, gaseous or liquid
waste generation, handling, treatment, storage, disposal or transportation, (iv)
exposure to hazardous or toxic substances or (v) non-compliance with any

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Requirement of Environmental Law. An "Environmental Claim" includes, without
limitation, a proceeding to terminate a permit or license to the extent that
such a proceeding attempts to redress violations of the applicable permit or
license or any Requirement of Environmental Law as alleged by any Governmental
Authority. For purposes of this Section 13.2 the term "Environmental Permit"
means any permit, license, approval or other authorization related to, used in
connection with or necessary for the operation or use of the Business or the
Assets, or the operations or the businesses of Seller under any applicable
Requirement of Environmental Law. For purposes of this Section 13.2 the term
"Requirement of Environmental Law" means all Governmental Requirements related
to health or the environment, including, but not limited to, all Governmental
Requirements that relate to (i) noise, (ii) pollution or protection of the air,
surface water, groundwater or land, (iii) solid, gaseous or liquid waste
generation, handling, treatment, storage, disposal or transportation, (iv)
exposure to hazardous or toxic substances, or (v) any other matters related to
health or the environment.

13.3 Notice of Claim. Purchaser agrees that upon its discovery of facts
giving rise to a claim for indemnity under the provisions of this Agreement,
including receipt by it or any Purchaser Indemnified Party of notice of any
demand, assertion, claim, action or proceeding, judicial or otherwise, by any
Person with respect to any matter as to which any of the Purchaser Indemnified
Parties are entitled to indemnity under the provisions of this Agreement (such
actions being collectively referred to herein as a "Purchaser Claim"), Purchaser
will give prompt notice thereof in writing to the Seller Indemnifying Parties
together with a statement of such information respecting any of the foregoing as
it shall then have; provided that any delay in giving or failure to give such
notice shall not limit the rights of Purchaser or any Purchaser Indemnified
Party to indemnity hereunder except in accordance with the time limitations
provided in Section 13.10 and to the extent that the Seller Indemnifying Parties
are shown to have been damaged by such delay or failure.

13.4 Right of the Seller Indemnifying Parties to Participate in Defense.
With respect to any Purchaser Claim as to which any of the Purchaser Indemnified
Parties seeks indemnity hereunder, Purchaser shall provide the Seller
Indemnifying Parties with the opportunity to participate in the defense of such
Purchaser Claim with counsel of the Seller Indemnifying Parties' choice and at
the Seller Indemnifying Parties' cost and expense and shall not, without the
consent of Shareholder, which consent shall not be unreasonably withheld, settle
any such Purchaser Claim, so long as the Seller Indemnifying Parties shall have
unconditionally acknowledged their obligation to indemnify hereunder with
respect to such Purchaser Claim. To the extent reasonably requested by
Purchaser, shall reasonably cooperate with Purchaser and its representatives and
counsel in any dispute or defense related to any Purchaser Claim.

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13.5 Payment. The Seller Indemnifying Parties shall promptly pay to
Purchaser or such other Purchaser Indemnified Party as may be entitled to
indemnity hereunder in cash by wire transfer the amount of any Purchaser Damages
to which Purchaser or such Purchaser Indemnified Party may become entitled by
reason of the provisions of this Agreement.

13.6 Limit of Liability of Shareholder. Notwithstanding any other
provisions of this Agreement, the aggregate liability of the Seller Indemnifying
Parties under this Agreement shall be limited to $500,000, except that such
limit shall be $2,000,000 for breach of the representations and warranties set
forth in Sections 4.6, 4.16 and 4.17 or any indemnification claim relating to
environmental matters.

13.7 Limitations on Indemnification. Notwithstanding any provision of this
Agreement, the Seller Indemnifying Parties shall not be liable for any matter
that could be made the subject of a claim under this Article 13 regarding any
claims, losses, expenses or other liabilities until the aggregate amount thereof
exceeds $50,000 and after such threshold amount has been attained, all claims,
other than those aggregated to reach the threshold, shall be indemnified
hereunder.

13.8 Insurance and Refunds. The Seller Indemnifying Parties'
indemnification obligations shall be reduced to the extent that the subject
matter of the claim is covered by and paid to Purchaser or its Affiliates
pursuant to a warranty or indemnification from a third party or third party
insurance. The amount of indemnification due from the Seller Indemnifying
Parties with respect to any claim shall be reduced by the effect of any tax
deduction, credit, refund or other tax benefit to Purchaser or it Affiliates
relating to the same tax period and resulting from the subject matter of that
claim and such indemnification.

13.9 Offset Provisions. Notwithstanding any other provisions of this
Agreement, in the event, between the Closing Date and the date the Bonus Payment
is paid, the Seller Indemnifying Parties becomes obligated to pay sums to
Purchaser or any Purchaser Indemnified Party under this Agreement or any of the
documents or agreements referenced herein or contemplated hereby (whether as a
result of indemnity, breach of contract or otherwise), Purchaser shall have the
right to and shall be obligated to reduce and offset payments due on the Bonus
Payment in such amount or amounts as Purchaser (and any Purchaser Indemnified
Party that is not promptly paid by the Seller Indemnifying Parties) is entitled
to receive from the Seller Indemnifying Parties, and any such offset shall be
deemed to be a payment of the Bonus Payment to the extent of such offset;
provided, however, that any such offset shall not relieve the Seller
Indemnifying Parties from paying all amounts that are due in excess of the
amount offset. Prior to any offset under this Section 13.9, Purchaser shall have
provided to the Seller Indemnifying Parties a notice of Purchaser Claim as

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described in Section 13.3 or an otherwise reasonably detailed description of the
matter giving rise to such offset.

13.10 Time Limits for Indemnity Claims. Any claim for indemnification under
this Article 13 must be made within the time periods set forth in Article 6.

14. INDEMNITY BY PURCHASER.

14.1 Indemnity. Purchaser shall, and hereby does indemnify, hold harmless
and defend Seller and Shareholder (the "Seller Indemnified Parties") at all
times from and after the date of this Agreement, from and against any and all
penalties, demands, damages, punitive damages, losses, liabilities, suits,
costs, costs of any settlement or judgment, claims of any and every kind
whatsoever, refund obligations (including, without limitation, interest and
penalties thereon), remediation costs and expenses (including, without
limitation, reasonable attorneys' fees), of or to any of the Seller Indemnified
Parties ("Seller Damages"), which may now or in the future be paid, incurred or
suffered by or asserted against the Seller Indemnified Parties by any Person
resulting or arising from or incurred in connection with any one or more of the
following:

(a) any liability or claim for liability (whether in contract, in tort
or otherwise, and whether or not successful) related in any way to the
Assets or the Business to the extent such liability or claim for liability
arises in connection with any action, omission or event occurring after the
Closing Date (including, but not limited to, claims for product liability
with respect to products manufactured, distributed or sold by Purchaser
after the Closing Date); and

(b) any misrepresentation, breach of warranty or nonfulfillment of any
covenant or agreement on the part of Purchaser under this Agreement or from
any misrepresentation in or omission from any list, schedule, certificate
or other instrument furnished or to be furnished to Seller or Shareholder
pursuant to the terms of this Agreement.

14.2 Environmental Liability of Purchaser. Notwithstanding any other
provision of this Agreement, including, but not limited to the rights to
indemnity set forth in Section 14.1, and in addition thereto, Purchaser shall
indemnify, hold harmless and defend the Seller Indemnified Parties, at all times
from and after the Closing Date, from and against all claims (whether in
contract, in tort or otherwise, and whether or not successful), fines,
penalties, liabilities, damages and losses, including but not limited to
remedial, removal, response, abatement, clean-up, investigation and monitoring
costs and any other related costs and expenses incurred (whether any claims or
causes of action relating thereto be asserted in common law or under statute and
regardless of form including strict liability and negligence) (collectively
referred to as "Seller Environmental Liabilities") arising from (a) any
violation of any Requirement of Environmental Law or Environmental Permits (as
those terms are

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hereinafter defined) of Purchaser occurring after the Closing Date, (b) any
acts, omissions, conditions, facts, or circumstances occurring after the Closing
Date with respect to the Assets, the Business or the operations of Purchaser
which give rise to an Environmental Claim (as hereinafter defined) during the
time Purchaser is the owner of the Assets and the operator of the Business, and
(c) any failure of Seller or Shareholder to obtain or maintain after the Closing
Date, any Environmental Permit. For purposes of this Section 14.2, the term
"Environmental Claim" means any action, lawsuit, claim or proceeding by any
Person relating to the Assets or the Business or the operations or the Business
which seeks to impose liability for (i) noise, (ii) pollution or contamination
or threatened pollution or contamination of the air, surface water, groundwater
or land, (iii) solid, gaseous or liquid waste generation, handling, treatment,
storage, disposal or transportation, (iv) exposure to hazardous or toxic
substances or (v) non-compliance with any Requirement of Environmental Law. An
"Environmental Claim" includes, without limitation, a proceeding to terminate a
permit or license to the extent that such a proceeding attempts to redress
violations of the applicable permit or license or any Requirement of
Environmental Law as alleged by any Governmental Authority. For purposes of this
Section 14.2, the term "Environmental Permit" means any permit, license,
approval or other authorization related to, used in connection with or necessary
for the operation or use the Business or the Assets, or the operations or the
Business under any applicable Requirement of Environmental Law. For purposes of
this Section 14.2, the term "Requirement of Environmental Law" means all
Governmental Requirements related to health or the environment, including, but
not limited to, all Governmental Requirements that relate to (i) noise, (ii)
pollution or protection of the air, surface water, groundwater or land, (iii)
solid, gaseous or liquid waste generation, handling, treatment, storage,
disposal or transportation, (iv) exposure to hazardous or toxic substances, or
(v) any other matters related to health or the environment. Notwithstanding
anything herein to the contrary, Purchaser shall have no liability or obligation
to indemnify hereunder for any Seller Environmental Liabilities or obligations
arising from acts, events or omissions occurring after Purchaser ceases to
operate the Business on any of the premises to be owned, leased or used by
Purchaser pursuant to the provisions of Article 15.

14.3 Notice of Claim. Seller and Shareholder agree that upon their
discovery of facts giving rise to a claim for indemnity under the provisions of
this Agreement, including receipt by Seller or Shareholder of notice of any
demand, assertion, claim, action or proceeding, judicial or otherwise, by any
Person with respect to any matter as to which Seller or Shareholder is entitled
to indemnity under the provisions of this Agreement (such actions being
collectively referred to herein as a "Seller Claim"), Seller and Shareholder
will give prompt notice thereof in writing to Purchaser together with a
statement of such information respecting any of the foregoing as they shall then
have; provided that any delay in giving or failure to give such notice shall

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not limit the rights of Seller or Shareholder to indemnity hereunder except to
the extent that Purchaser is shown to have been damaged by such delay or
failure.

14.4 Right of Purchaser to Participate in Defense. With respect to any
Seller Claim as to which Seller or Shareholder seeks indemnity hereunder, Seller
and Shareholder shall provide Purchaser with the opportunity to participate in
the defense of such Seller Claim with counsel of Purchaser's choice and at
Purchaser's cost and expense. To the extent reasonably requested by Seller and
Shareholder, Purchaser shall reasonably cooperate with Seller and Shareholder
and their representatives and counsel in any dispute or defense related to any
Seller Claim.

14.5 Payment. The Purchaser Indemnifying Parties shall promptly pay to
Seller and/or Shareholder, as applicable, in cash by wire transfer the amount of
any Seller Damages to which Seller and/or Shareholder, as applicable, may become
entitled by reason of the provisions of this Agreement.

14.6 Limitations on Indemnification. Notwithstanding any provision of this
Agreement, Purchaser shall not be liable for any matter that could be made the
subject of a claim under this Article 14 regarding any claims, losses, expenses
or other liabilities until the aggregate amount thereof exceeds $50,000 and
after such threshold amount has been attained, all claims, other than those
aggregated to reach the threshold, shall be indemnified hereunder.

14.7 Insurance and Refunds. Purchaser's indemnification obligations shall
be reduced to the extent that the subject matter of the claim is covered by and
paid to Seller or its Affiliates pursuant to a warranty or indemnification from
a third party or third party insurance. The amount of indemnification due from
Purchaser with respect to any claim shall be reduced by the effect of any tax
deduction, credit, refund or other tax benefit to either of Seller or its
Affiliates relating to the same tax period and resulting from the subject matter
of that claim and such indemnification.

15. REAL PROPERTY.

(a) San Diego, California Dealership. At Closing, Shareholder and
Purchaser shall enter into a lease agreement in substantially the form of
the Lease Agreement attached hereto as Exhibit 15(a) (the "San Diego
Lease"), pursuant to which Shareholder will lease to Purchaser the property
on which Seller's San Diego, California dealership is located.

(b) Property Adjoining San Diego, California Dealership. At Closing,
Seller shall assign to Purchaser its rights and Purchaser shall assume
Seller's obligations under that certain Commercial Lease between Seller and
▇▇▇▇▇▇▇▇ Enterprises, formerly Red-e-Crete of San Diego ("Adjoining
Property Landlord") dated May 26, 1994 (the "Adjoining Property Lease")
relating to property adjoining the property on which Seller's San Diego
dealership

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is located. To evidence such assignment and assumption, Seller and
Purchaser shall enter into an Assignment and Assumption of Tenant's
Interest in Lease in substantially the form attached hereto as Exhibit
15(b) (the "Adjoining Property Assignment"). Seller shall obtain all
consents necessary to assign its rights and obligations under the Adjoining
Property Lease to Purchaser at Closing.

(c) PACLEASE Facility. At Closing, Shareholder and Purchaser shall
enter into a lease agreement in substantially the form of the Lease
Agreement attached hereto as Exhibit 15(c) (the "PACLEASE Lease"), pursuant
to which Shareholder will lease to Purchaser the property on which Seller's
PACLEASE facility is located in San Diego, California.

(d) El Centro, California Dealership. At Closing, ▇▇▇▇ ▇▇▇▇▇▇▇▇, an
individual, and The ▇▇▇▇▇ Family Trust, joint owners (the "El Centro
Landlord"), and Purchaser shall enter into a lease agreement in
substantially the form attached hereto as Exhibit 15(d) (the "El Centro
Lease"), pursuant to which the El Centro Landlord will lease to Purchaser
the property on which Seller's El Centro, California dealership is located.

16. SPECIAL PROVISIONS REGARDING EMPLOYEES OF SELLER.

16.1 New Employees of Purchaser. It is the intention of Purchaser, and
Seller hereby acknowledges and agrees with such position, that any employees of
Seller that Purchaser hires will be new employees of Purchaser as of the Closing
Date or the date of hire, which ever is later. Such new employees shall be
entitled only to such compensation and employee benefits as are agreed to by
such employees and Purchaser, or as are otherwise provided by Purchaser, in its
sole discretion.

16.2 No Hiring Commitment. Purchaser specifically does not commit to hire
any of the employees of the Business, and Seller specifically understands and
acknowledges this fact. However, notwithstanding Purchaser's position, Purchaser
will review its needs in anticipation of the purchase of the Assets with a view
to hiring certain of the employees of Seller as of the Closing Date. In its
review, Purchaser expects to be able to review employee records and conduct
employee interviews. Seller agrees that after the date hereof it will make, on a
confidential basis, its employee records available to Purchaser and permit
Purchaser to contact its employees for the purpose of conducting employee
interviews. Seller further agrees to make employees designated by Purchaser
available to Purchaser for such purpose.

16.3 Existing Employee Benefit Plans; Assumption of Vacation and Sick Leave
Obligations. At the Closing, Purchaser shall assume Seller's obligations to
employees of Seller hired by Purchaser for accrued but unused vacation and sick
leave, and the Purchase Price shall be reduced by the dollar value of such
obligation. Except for vacation and sick leave time assumed by Purchaser as set
forth above, Purchaser shall have no obligation after the Closing to continue
any pension plans or work benefit

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plans currently offered by Seller to its employees. Except for vacation and sick
leave time assumed by Purchaser as set forth above, Seller and Shareholder
jointly and severally agree to indemnify and hold harmless Purchaser from and
against any claim which may arise because of the failure to continue such
pension plans or work benefit programs.

17. TERMINATION. This Agreement may be terminated without further
obligation of the parties, as follows:

17.1 Mutual Consent. This Agreement may be terminated at any time prior to
Closing by mutual written consent of the parties hereto.

17.2 Failure of Conditions. This Agreement may be terminated by either
party hereto, if the conditions, as set forth in this Agreement, to such party's
obligations under this Agreement are not fulfilled on or prior to the Closing
Date; provided that any such termination for any other reason shall not
otherwise limit the remedies otherwise available to such party as a result of
misrepresentations of or breaches by the other party.

17.3 Failure to Close. This Agreement will automatically terminate on
February 1, 2000, if the Closing shall not have occurred on or before such date,
unless the parties shall have otherwise agreed in writing prior to such date. No
party will be liable in damages to any other party as a result of termination
pursuant to this Article 17 unless the failure of the Closing was due to the
failure of such party to comply with the terms of this Agreement.

18. NOTICES. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, given by prepaid telex
or telegram or by facsimile or other similar instantaneous electronic
transmission device or mailed first class, postage prepaid, certified United
States mail, return receipt requested, as follows:

(a) If to Purchaser, at:

If mailed:

▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

If personally delivered or delivered by overnight courier:

8810 I.H. ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: W. ▇▇▇▇▇▇ ▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

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With a copy to:

Fulbright & ▇▇▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

(b) If to Seller or Shareholder, at:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

With a copy to:

Greenberg, Traurig, P.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Any party may change its address for notice by giving to the other party written
notice of such change. Any notice given under this Article 18 shall be effective
when received at the address for notice for the party to which the notice is
given.

19. GENERAL PROVISIONS.

19.1 Governing Law; Interpretation; Section Headings. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas, without regard to conflict-of-law principles. The parties agree
to submit to the jurisdiction of the State and federal courts of the State of
California with respect to the breach or interpretation of Sections 12.3 and
12.8 of this Agreement or the enforcement of any and all rights, duties,
obligations, powers and other relations among the parties arising under this
Agreement. Exclusive venue for any action

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arising under Sections 12.3 and 12.8 of this Agreement shall be San Diego, San
Diego County, California. Except for the provisions of Sections 12.3 and 12.8 of
this Agreement, with respect to which Purchaser and its Affiliates expressly
reserve the right to petition a court directly for injunctive and other relief,
any claim, dispute or controversy of any nature whatsoever, including but not
limited to tort claims or contract disputes between the parties to this
Agreement or their respective heirs, executors, administrators, legal
representatives, successors and assigns, as applicable, arising out of or
related to the terms and conditions of this Agreement, including the
implementation, applicability or interpretation thereof, shall be resolved in
accordance with the dispute resolution procedures set forth in Appendix A
attached hereto and made a part hereof. The section headings contained herein
are for purposes of convenience only, and shall not be deemed to constitute a
part of this Agreement or to affect the meaning or interpretation of this
Agreement in any way.

19.2 Severability. Should any provision of this Agreement be held
unenforceable or invalid under the laws of the United States of America or the
State of Texas, or under any other applicable laws of any other jurisdiction,
then the parties hereto agree that such provision shall be deemed modified for
purposes of performance of this Agreement in such jurisdiction to the extent
necessary to render it lawful and enforceable, or if such a modification is not
possible without materially altering the intention of the parties hereto, then
such provision shall be severed herefrom for purposes of performance of this
Agreement in such jurisdiction. The validity of the remaining provisions of this
Agreement shall not be affected by any such modification or severance, except
that if any severance materially alters the intentions of the parties hereto as
expressed herein (a modification being permitted only if there is no material
alteration), then the parties hereto shall use commercially reasonable efforts
to agree to appropriate equitable amendments to this Agreement in light of such
severance, and if no such agreement can be reached within a reasonable time, any
party hereto may initiate arbitration under the then current commercial
arbitration rules of the American Arbitration Association to determine and
effect such appropriate equitable amendments.

19.3 Entire Agreement. This Agreement, the Schedules and the documents and
agreements referenced herein set forth the entire agreement and understanding of
the parties hereto with respect to the transactions contemplated hereby, and
supersede all prior agreements, arrangements and understandings related to the
subject matter hereof. No representation, promise, inducement or statement of
intention has been made by any party hereto which is not embodied or referenced
in this Agreement, the Schedules or the documents or agreements referenced
herein, and no party hereto shall be bound by or liable for any alleged
representation, promise, inducement or statement of intention not so set forth.

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19.4 Expenses. Whether or not the transactions contemplated hereby are
consummated, each of the parties will pay all costs and expenses of its or his
performance of and compliance with this Agreement.

19.5 Further Actions. From time to time, at the request of any party
hereto, the other parties hereto shall execute and deliver such instruments and
take such action as may be reasonably requested to evidence the transactions
contemplated hereby.

19.6 Binding Effect. All the terms, provisions, covenants and conditions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, executors,
administrators, representatives, successors and assigns.

19.7 Assignment. This Agreement and the rights and obligations of the
parties hereto shall not be assigned or delegated by any party hereto without
the prior written consent of the other parties hereto.

19.8 Amendment; Waiver. This Agreement may be amended, modified, superseded
or canceled, and any of the terms, provisions, representations, warranties,
covenants or conditions hereof may be waived, only by a written instrument
executed by all parties hereto, or, in the case of a waiver, by the party
waiving compliance. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect the right to
enforce the same. No waiver by any party of any condition contained in this
Agreement, or of the breach of any term, provision, representation, warranty or
covenant contained in this Agreement, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such
condition or breach, or as a waiver of any other condition or of the breach of
any other term, provision, representation, warranty or covenant.

19.9 Gender; Numbers. All references in this Agreement to the masculine,
feminine or neuter genders shall, where appropriate, be deemed to include all
other genders. All plurals used in this Agreement shall, where appropriate, be
deemed to be singular, and vice versa.

19.10 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement shall be
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of the parties reflected hereon as signatories.

19.11 Telecopy Execution and Delivery. A facsimile, telecopy or other
reproduction of this Agreement may be executed by one or more parties hereto,
and an executed copy of this Agreement may be delivered by one or more parties
hereto by facsimile

49
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or similar instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Agreement as well as any facsimile, telecopy or other reproduction
hereof.

19.12 Press Releases. No press releases or other public announcement with
respect to this Agreement or the transactions contemplated herein shall be made
prior to the Closing Date without the joint approval of Purchaser and Seller,
except as required by law.

19.13 Review of Counsel. Each party hereto acknowledges that it and its
counsel have received, reviewed and been involved in the drafting of this
Agreement and the agreements referenced herein to be executed at Closing and
that normal rules of construction, to the effect that ambiguities are to be
resolved against the drafting party, shall not apply.

[Signatures on following page]

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

PURCHASER:

RUSH TRUCK CENTERS OF
CALIFORNIA, INC.

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

SELLER:

▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ TRUCK CENTER

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

SHAREHOLDER:

---------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇

APPENDIX A

DISPUTE RESOLUTION PROCEDURES

Re: Asset Purchase Agreement dated September 27, 1999 (including any
amendments, the "Agreement"), by and among (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ Truck Center, a
California corporation ("Seller"), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, contemplated to be the
owner of a majority of the capital stock of Seller on the Closing Date
("Shareholder"), and (iii) Rush Truck Centers of California, Inc., a Delaware
corporation ("Purchaser"). Unless otherwise defined in this Appendix A, terms
defined in the Agreement and used herein shall have the meanings set forth
therein.

A. Related Parties. For purposes hereof, Seller and Shareholder shall be
considered one party and Purchaser and Rush shall be considered one party.

B. Negotiations. If any claim, dispute or controversy described in Section
20.1 of the Agreement (collectively, the "Dispute") arises, either party may, by
written notice to the party, have the Dispute referred to the persons designated
below for attempted resolution by good faith negotiations within 45 days (5 days
with respect to any dispute under Section 13.9 of the Agreement) after such
written notice is received. Such designated persons are as follows:

1. Purchaser and Rush. The Chairman of the Board and Chief Executive
Officer of Rush or his designee; and

2. Seller and Shareholder. Shareholder or his or her designee.

Any settlement reached by the parties under this Paragraph B shall not be
binding until reduced to writing and signed by both parties. When reduced to
writing, such settlement agreement shall supersede all other agreements, written
or oral, to the extent such agreements specifically pertain to the matters so
settled. If the above-designated persons are unable to resolve such dispute
within such 45-day period, either party may invoke the provisions of Paragraph C
below.

C. Arbitration. All Disputes shall be settled by negotiation among the
parties as described in Paragraph A above or, if such negotiation is
unsuccessful, by binding arbitration in accordance with procedures set forth in
Paragraphs D and E below.

D. Notice. Notice of demand for binding arbitration by one party shall be
given in writing to the other party pursuant to notice provisions of the
Agreement. In no event may a notice of demand of any kind be filed more than one
(1) year after the date the Dispute is first asserted in writing to the other
party pursuant to Paragraph B above, and if such demand is not timely filed, the
Dispute referenced in the notice given pursuant to Paragraph B above shall be
deemed released, waived, barred and unenforceable for all time, and barred as if
by statute of limitations.

Appendix A-1-
60

E. Binding Arbitration. Upon filing of a notice of demand for binding
arbitration by either party, arbitration shall be commenced and conducted as
follows:

1. Arbitrators. All Disputes and related matters in question shall be
referred to and decided and settled by a panel of three arbitrators, one
selected by Purchaser, one selected by Shareholder and the third selected by the
two arbitrators so selected. Selection of the arbitrators to be selected by
Purchaser and Shareholder shall be made within ten (10) business days after the
date of giving of a notice of demand for arbitration, and the two arbitrators so
appointed shall appoint the third within 10 business days following their
appointment. No person who has a bias, or financial or personal interest in the
result of the arbitration or any past or present relationship with the parties
or their representatives shall serve as arbitrator

2. Cost of Arbitration. The cost of arbitration proceedings, including
without limitation the arbitrators' compensation and expenses, hearing room
charges, court reporter transcript charges etc., shall be borne by the parties
equally or otherwise as the arbitrators may determine. The arbitrators may award
the prevailing party its reasonable attorneys' fees and costs incurred in
connection with the arbitration. The arbitrators are specifically instructed to
award attorneys' fees for instances of abuse in the discovery process.

3. Location of Proceedings. The arbitration proceedings shall be held
in San Diego, California unless the parties agree otherwise.

4. Pre-hearing Discovery. The parties shall have the right to conduct
and enforce pre- hearing discovery in accordance with the then current Federal
Rules of Civil Procedure, subject to these limitations:

(a) Each party may serve no more than one set of interrogatories
limited to 30 questions, including sub-parts;

(b) Each party may depose the other party's expert witnesses who
will be called to testify at the hearing, plus two fact witnesses without
regard to whether they will be called to testify (each party will be
entitled to a total of no more than 24 hours of deposition time of the
other party's witnesses), provided however, that the arbitrators may
provide for additional depositions upon showing of good cause; and

5. Discovery Disputes. All discovery disputes shall be decided by the
arbitrators. The arbitrators are empowered;

(a) to issue subpoenas to compel pre-hearing document or
deposition discovery;

Appendix A-2-
61

(b) to enforce the discovery rights and obligations of the
parties; and

Notwithstanding any contrary foregoing provisions, the arbitrators shall have
the power and authority to, and to the fullest extent practicable shall,
abbreviate arbitration discovery in a manner which is fair to all parties in
order to expedite the conclusion of each alternative dispute resolution
proceeding.

6. Pre-hearing Conference. Within fifteen (15) days after selection of
the third arbitrator, or as soon thereafter as is mutually convenient to the
arbitrators, the arbitrators shall hold a pre-hearing conference to establish
schedules for completion of discovery, for exchange of exhibit and witness
lists, for arbitration briefs and for the hearing, and to decide procedural
matters and address all other questions that may be presented.

7. Hearing Procedures. The hearing shall be conducted to preserve its
privacy and to allow reasonable procedural due process. Rules of evidence need
not be strictly followed, and the hearing shall be streamlined as follows:

(a) Documents shall be self-authenticating, subject to valid
objection by the opposing party;

(b) Expert reports, witness biographies, depositions and
affidavits may be utilized, subject to the opponent's right of a live
cross-examination of the witness in person;

(c) Charts, graphs and summaries shall be utilized to present
voluminous data, provided (i) that the underlying data is made available to
the opposing party thirty (30) days prior to the hearing, and (ii) that the
preparer of each chart, graph or summary is available for explanation and
live cross-examination in person;

(d) The hearing should be held on consecutive business days
without interruption to the maximum extent practicable; and

(e) The arbitrators shall establish all other procedural rules
for the conduct of the arbitration in accordance with the rules of
arbitration of the Center for Public Resources.

8. Governing Law. This arbitration provision shall be governed by, and
all rights and obligations specifically enforceable under and pursuant to, the
Federal Arbitration Act (9 U.S.C. Section 1, et seq.)

9. Consolidation. No arbitration shall include, by consolidation,
joinder or in any other manner, any additional person not a party to the
Agreement, except by written consent of both parties containing a specific
reference to these provisions.

Appendix ▇-▇-
▇▇

▇▇. Award. The arbitrators are empowered to render an award of general
compensatory damages and equitable relief (including, without limitations,
injunctive relief), but are not empowered to award exemplary, special or
punitive damages. The award rendered by the arbitrators (a) shall be final, (b)
shall not constitute a basis for collateral estoppel as to any issue and (c)
shall not be subject to vacation or modification.

11. Confidentiality. The parties hereto will maintain the substance of
any proceedings hereunder in confidence and the arbitrators, prior to any
proceedings hereunder, will sign an agreement whereby the arbitrators agree to
keep the substance of any proceedings hereunder in confidence.

Appendix A-4-
63

LIST OF EXHIBITS

EXHIBIT 2.3

GENERAL CONVEYANCE,
ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 10.7

EMPLOYMENT AGREEMENT

EXHIBIT 11.7

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 11.9(a)

GMC OPERATING AGREEMENT

EXHIBIT 11.9(b)

HINO OPERATING AGREEMENT

EXHIBIT 15(a)

SAN DIEGO LEASE

EXHIBIT 15(b)

ADJOINING PROPERTY ASSIGNMENT

EXHIBIT 15(c)

PACLEASE LEASE

EXHIBIT 15(d)

EL CENTRO LEASE

Exhibits-1-
64

LIST OF SCHEDULES

SCHEDULE 2.1

SCHEDULE 4.8

SCHEDULE 3.6

SCHEDULE 4.3

Schedules-1-

1 EXHIBIT 2.8 ASSET PURCHASE AGREEMENT DATED SEPTEMBER 27, 1999

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