FORD MOTOR COMPANY



                                 Orlando Region



                        FORD SALES AND SERVICE AGREEMENT



AGREEMENT made as of the 13th day of June, 2000, by and between AF Motors L.L.C.

Limited Liability Company, a Delaware corporation doing business as Deland Ford

and with a principal place of business at 2655 N. Volusia Avenue, Orange City,

Volusia, Florida 32763 (hereafter called the "Dealer") and Ford Motor Company, a

Delaware corporation with its principal place of business at Dearborn, Michigan

(hereinafter called the "Company").



                                    PREAMBLE



The purpose of this agreement is to (i) establish the Dealer as an authorized

dealer in COMPANY PRODUCTS including VEHICLES (as herein defined), (ii) set

forth the respective responsibilities of the Company in producing and selling

those products to the Dealer and of the Dealer in reselling and providing

service for them and (iii) recognize the interdependence of both parties in

achieving their mutual objectives of satisfactory sales, service and profits by

continuing to develop and retain a broad base of satisfied owners of COMPANY

PRODUCTS.



         In entering into this agreement, the Company and the Dealer recognize

that the success of the Company and of each of its authorized dealers depends

largely on the reputation and competitiveness of COMPANY PRODUCTS and dealers'

services, and on how well each fulfills its responsibilities under this

agreement.



         It is the opinion of the Company that sales and service of COMPANY

PRODUCTS usually can best be provided to the public through a system of

independent franchised dealers, with each dealer fulfilling its responsibilities

in a given locality from properly located, adequate, well-equipped and

attractive dealerships, which are staffed by competent personnel and provided

with the necessary working capital. The Dealer recognizes that, in such a

franchise system, the Company must plan for the establishment and maintenance of

the numbers, locations and sizes of dealers necessary for satisfactory and

proper sales and service representation in each market area as it exists and as

it develops and changes. At the same time, the Company endeavors to provide each

of its dealers with a reasonable profit opportunity based on the potential for

sales and service of COMPANY PRODUCTS within its locality.



         The Company endeavors to make available to its dealers a variety of

quality products, responsive to broad wants and needs of the buying public,

which are attractively styled, of sound engineering design and produced on a

timely basis at competitive prices. The development, production and sale of such

products require that the Company and its manufacturing sources make large

continuing investments in plants, equipment, tools and other facilities,

engineering and styling research and development, quality control procedures,

trained personnel and marketing programs. Heavy commitments must also be made in

advance for raw materials and finished parts. For purposes of making these

investments and commitments, planning production and estimating costs for

setting prices, the Company assumes in advance an estimated volume of sales for

each of its products. Within each year, it develops production schedules from

orders submitted by its franchised dealers and its and their best estimates of

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