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We Agree That (1) The Draft Merger Agreement

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January 20, 1995


Big O Tires, Inc. 11755 East Peakview Avenue Englewood, Colorado 80111


Attn: Investment Committee of the Board of Directors of Big O Tires, Inc.
("Big O")


Gentlemen:


We refer to the letter among us dated December 22, 1994. We request that you agree by signing below that the December 22 letter is extended to 5 p.m. Denver time on February 8, 1995, on the terms of this letter.


We agree that (1) the draft Merger Agreement, dated January 19, 1995, is acceptable to us in all material respects, (2) we will work in good faith toward a prompt resolution of any outstanding issues that we believe must be resolved before the management participants and dealer representatives are prepared to sign a definitive Merger Agreement, (3) we will keep you advised of
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