AUTOMOBILE DEALER

                               SALES AND SERVICE

                                   AGREEMENT



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[FORD LOGO]                    FORD MOTOR COMPANY





                         _________________________Region







                        FORD SALES AND SERVICE AGREEMENT

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AGREEMENT made as of the ____________________________________________ day of __________________________________, _________,



by and between ____________________________________________________________________________________________________________

                                (Name of Entity)



___________________________________________________________________________________________________________________________

(State whether an individual, partnership or corporation)      (Show name of the State in which incorporated or registered)



doing business as _________________________________________________________________________________________________________

                                                             (Trade Name)



and with a principal place of business at _________________________________________________________________________________

                                                (Street Address)                                     (P.O. Box)



___________________________________________________________________________________________________________________________

       (City)                   (County)                       (State)                  (Zip Code)         (P.O. Box Zip)



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(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 though 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.







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      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

the market demand for COMPANY PRODUCTS.



      In turn, each of the Company's franchised dealers makes important

investments or commitments in retail sales and service facilities and equipment,

in working capital, in inventories of vehicles, parts and accessories, and

trained sales and service personnel based on annual planning volumes for their

markets.



      If satisfactory volumes for either the Company or a dealer are not

realized, each may suffer because of commitments already made and the cost of

manufacturing and of selling each product may be increased. Each dealer must

give the Company orders for the products needed to serve its market. The Company

seeks to adjust production schedules, to the extent feasible, to fill dealer

orders, and to allocate fairly any product in short supply, but inevitably both

the Company and its dealers suffer loss of profits to the extent they cannot

meet market demands. Thus, the automotive business is a high risk business in

which the Company, its manufacturing sources and its dealers can succeed only

though cooperative and competitive effort in their respective areas of

manufacturing, sales, service and customer satisfaction.



      Because it is the dealer who deals directly with, and develops the sale of

COMPANY PRODUCTS to the consuming public, the Company substantially relies on

its dealers to provide successful sales and merchandising programs, competent

service operations and effective owner relations programs. To do this, dealers

must carry out their responsibilities of establishing and maintaining adequate

wholesale and retail finance plans, new and used vehicle sales programs, parts

and service sales programs, personnel training and supportive capitalization and

working capital. To assist its dealers in these responsibilities, the Company

establishes and periodically updates standards of operation and planning guides

based on its experience and current conditions. It also offers sales and service

training courses, advice as to facilities, counseling in the various phases of

new and used vehicle merchandising, parts and service merchandising, leasing,

daily rentals and facilities development. It also conducts national advertising,

promotional and other marketing programs and assists dealers in developing

complementary group and individual programs.



      To enable the Company to provide such assistance, it requires dealers to

submit uniform and accurate sales, operating and financial reports from which it

can derive and disseminate analytical and comparative operating data and advice

to dealers. The Company also solicits dealers to bring to its attention through

their National Dealer Council organization any mutual dealer problems or

complaints as they arise.



      Because the Company relies heavily on its dealers for success, it reserves

the right to cease doing business with any dealer who is not contributing

sufficiently to such success. Similarly, the Company recognizes that its dealers

look to it to provide competitive products and programs and that, if it does not

do so, any dealer may elect to cease doing business with the Company.



      The Company has elected to enter into this agreement with the Dealer with

confidence in the Dealer's integrity and ability, its intention to carry out its

responsibilities set forth in this agreement, and its desire to provide

courteous, competent and satisfying sales and service representation to

consumers for COMPANY PRODUCTS, and in reliance upon its representations as to

the persons who will participate in the ownership and management of the

dealership.



      The dealer has elected to enter into this agreement with the Company with

confidence in its integrity and ability, its intention to provide competitive

products and assist the Dealer to market them successfully, and its desire to

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