UNITED STATES DISTRICT COURT
                    FOR THE EASTERN DISTRICT OF MISSOURI
                              EASTERN DIVISION

                    UNITED STATES OF AMERICA, Plaintiff

                                     v.

                 SUNTRUP BUICK-PONTIAC-GMC TRUCK, INC., and
                   SUNTRUP FORD, INC., corporations, and
    THOMAS SUNTRUP, individually and as an officer of the corporations,
                                Defendants.

                              Civil Action No.

         COMPLAINT FOR CIVIL PENALTIES, INJUNCTIVE AND OTHER RELIEF

                                INTRODUCTION

   Plaintiff, the United States of America, acting upon notification and
   authorization to the Attorney General by the Federal Trade Commission
   ("FTC"), for its complaint alleges that:

   1. Plaintiff brings this action under Sections 5(l), 9, 13(b), and
   16(a) of the FTC Act, 15 U.S.C. §§ 45(l), 49, 53(b), and 56(a), as
   amended; the Consumer Leasing Act ("CLA"),

   15 U.S.C. §§ 1667-1667f, as amended; and its implementing Regulation
   M, 12 C.F.R. § 213, as amended; the Truth In Lending Act ("TILA"),
   15 U.S.C. §§ 1601-1667, as amended; and its implementing Regulation Z,
   12 C.F.R. § 226, as amended; to obtain monetary civil penalties, and
   injunctive and other relief for defendants' violations of a final
   cease and desist order issued by the FTC.

                           JURISDICTION AND VENUE

   2. This Court has jurisdiction over this matter under 28 U.S.C.
   §§ 1331, 1337(a), 1345, and 1355 and under 15 U.S.C. §§ 45(l), 49,
   53(b), 56(a), and 1607(c).

   3. Venue in the Eastern District of Missouri is proper under 15 U.S.C.
   § 53(b) and under 28 U.S.C. §§ 1391(b-c) and 1395(a).

                                 DEFENDANTS

   4. Defendant Suntrup Buick-Pontiac-GMC Truck, Inc. ("Suntrup Buick")
   is a Delaware corporation with its office and principal place of
   business located within the Eastern District of Missouri at 4200 N.

                        UNITED STATES DISTRICT COURT
                    FOR THE EASTERN DISTRICT OF MISSOURI
                              EASTERN DIVISION

                    UNITED STATES OF AMERICA, Plaintiff

                                     v.

                 SUNTRUP BUICK-PONTIAC-GMC TRUCK, INC., and
                   SUNTRUP FORD, INC., corporations, and
    THOMAS SUNTRUP, individually and as an officer of the corporations,
                                Defendants.

                              Civil Action No.
                               CONSENT DECREE

   WHEREAS: Plaintiff, the United States of America, has commenced this
   action by filing the Complaint herein; defendants have waived service
   of the Summons and Complaint; the parties have been represented by the
   attorneys whose names appear hereafter; and the parties have agreed to
   settlement of this action upon the following terms and conditions,
   without adjudication of any issue of fact or law and without
   defendants admitting liability for any of the matters alleged in the
   Complaint;

   THEREFORE, on the joint motion of plaintiff and defendants, it is
   hereby ORDERED, ADJUDGED, and DECREED as follows:

   1. This Court has jurisdiction of the subject matter and of the
   parties.

   2. The Complaint states a claim upon which relief may be granted
   against defendants under Sections 5(l), 9, 13(b) and 16(a) of the
   Federal Trade Commission ("FTC") Act, 15 U.S.C. §§ 45(l), 49, 53(b)
   and 56(a), as amended; the Consumer Leasing Act, 15 U.S.C.
   §§ 1667-1667f, as amended, and its implementing Regulation M,
   12 C.F.R. § 213, as amended; and the Truth In Lending Act, 15 U.S.C.
   §§ 1601-1667, as amended, and its implementing Regulation Z, 12 C.F.R.
   § 226, as amended.

   3. As used in this Consent Decree, "FTC's Order" shall mean the FTC
   Order in FTC Docket No. C-3779, a copy of which is attached hereto as
   Appendix A and made part of this Consent Decree.

   4. Defendants, their successors and assigns, shall pay to plaintiff a
   civil penalty of Forty Thousand Dollars ($40,000) pursuant to Section
   5(l) of the FTC Act, 15 U.S.C. § 45(l). Defendants shall make the
   payment required by this paragraph within five (5) days of the date of