GROUP 1 AUTOMOTIVE, INC.

               8.25% SENIOR SUBORDINATED NOTES DUE AUGUST 15, 2013



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                                 August 13, 2003



Goldman, Sachs & Co.,

         As Representative of the several Purchasers

         Named in Schedule I to the Purchase Agreement



c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004



Ladies and Gentlemen:



         Group 1 Automotive, Inc., a Delaware corporation (the "Company"),

proposes to issue and sell to the Purchasers (as defined herein) upon the terms

set forth in the Purchase Agreement (as defined herein) its 8.25% Senior

Subordinated Notes due August 15, 2013, which are unconditionally guaranteed by

the Subsidiary Guarantors (as defined herein). As an inducement to the

Purchasers to enter into the Purchase Agreement and in satisfaction of a

condition to the obligations of the Purchasers thereunder, the Company and the

Subsidiary Guarantors agree with the Purchasers for the benefit of holders (as

defined herein) from time to time of the Registrable Securities (as defined

herein) as follows:



         1.       Certain Definitions. For purposes of this Exchange and

Registration Rights Agreement, the following terms shall have the following

respective meanings:



         "Base Interest" shall mean the interest that would otherwise accrue on

     the Securities under the terms thereof and the Indenture, without giving

     effect to the provisions of this Agreement;



         The term "broker-dealer" shall mean any broker or dealer registered

     with the Commission under the Exchange Act;



         "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and

     Friday, which is not a day on which banking institutions in New York, New

     York are authorized or obligated by law or executive order to close;



         "Closing Date" shall mean the date on which the Securities are

     initially issued;



         "Commission" shall mean the United States Securities and Exchange

     Commission, or any other federal agency at the time administering the

     Exchange Act or the Securities Act, whichever is the relevant statute for

     the particular purpose;



         "Effective Time," in the case of (i) an Exchange Registration, shall

     mean the time and date as of which the Commission declares the Exchange

     Registration Statement effective or as of which the Exchange Registration

     Statement otherwise becomes effective and (ii) a Shelf Registration, shall

     mean the time and date as of which the Commission declares the



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                                                                  EXECUTION COPY



     Shelf Registration Statement effective or as of which the Shelf

     Registration Statement otherwise becomes effective;



         "Electing Holder" shall mean any holder of Registrable Securities that

     has returned a completed and signed Notice and Questionnaire to the Company

     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof;



         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any

     successor thereto, as the same shall be amended from time to time;



         "Exchange Offer" shall have the meaning assigned thereto in Section

     2(a) hereof;



         "Exchange Registration" shall have the meaning assigned thereto in

     Section 3(c) hereof;



         "Exchange Registration Statement" shall have the meaning assigned

     thereto in Section 2(a) hereof;



         "Exchange Securities" shall have the meaning assigned thereto in

     Section 2(a) hereof;



         The term "holder" shall mean each of the Purchaser and other persons

     who acquire Registrable Securities from time to time (including any

     successors or assigns), in each case for so long as such person owns any

     Registrable Securities;



         "Indenture" shall mean the Indenture, together with the supplement,

     creating the 8.25% Senior Subordinated Notes due August 15, 2013, each

     dated as of August 13, 2003, between the Company, the Subsidiary Guarantors

     and Wells Fargo Bank, N.A., as Trustee, as the same shall be amended from

     time to time;



         "Notice and Questionnaire" shall mean a Notice of Registration

     Statement and Selling Securityholder Questionnaire substantially in the

     form of Exhibit A hereto;



         The term "person" shall mean a corporation, association, partnership,

     organization, business, individual, government or political subdivision

     thereof or governmental agency;



         "Purchase Agreement" shall mean the Purchase Agreement, dated as of

     August 8, 2003, between the Purchasers, the Subsidiary Guarantors and the

     Company relating to the Securities;



         "Purchasers" shall mean the Purchasers named in Schedule I to the

     Purchase Agreement;



         "Registrable Securities" shall mean the Securities; provided, however,

     that a Security shall cease to be a Registrable Security when (i) in the

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