EX. 10-WWWW

                                     - 1 -



                                LOAN AGREEMENT
                          dated as of 1 August, 1996


                                    BETWEEN


                             CHRYSLER CANADA LTD.
                                  as Borrower


                                    - and -


                          CHRYSLER CREDIT CANADA LTD.
                                   as Lender




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             THIS AGREEMENT made as of the 1st day of August, 1996


B E T W E E N:


                  CHRYSLER CANADA LTD., a subsisting corporation
                  under the laws of Canada

                  (hereinafter called the "Borrower")

                                                 OF THE FIRST PART

- and -

                  CHRYSLER CREDIT CANADA LTD., a subsisting
                  corporation under the laws of Canada

                  (hereinafter called the "Lender")

                                                 OF THE SECOND PART


             WITNESSETH THAT in consideration of the mutual covenants herein
contained and other good and valuable consideration now paid by each party
hereto, the one to the other, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


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                                  ARTICLE ONE

                                INTERPRETATION

1.01         Definitions

             For purposes of this Agreement:

"Agreement" means this agreement as the same may be amended or supplemented
from time to time, and the expressions "herein", "hereof", "hereto", "above",
"below" and similar expressions refer to this agreement and, where applicable,
to the appropriate Schedule or Schedules hereto;

"Borrower's Counsel" means Fasken Campbell Godfrey, Barristers and Solicitors
of Toronto, Ontario or such other counsel not unacceptable to the Lender as
the Borrower may designate to the Lender in writing from time to time;

"Borrowing Date" means the date on which any advance is made by the Lender
hereunder;

"Business Day" means any day other than a Saturday, Sunday or statutory or
civic holiday or other day on which banks in Windsor, Ontario are authorized
or required by law to close;

"Collections" means in respect of a Tranche Pool all amounts received by the
Lender in respect of (i) the indebtedness or liability of lessees under Leases
in that Tranche Pool, (ii) collateral security relating to such Leases, (iii)
guarantees relating to such Leases, (iv) proceeds of insurance relating to
such Leases and (v) the net amount realized upon the disposition of the Leased
Vehicles subject to such Leases;

"Event of Default" means any of the events or circumstances enumerated in
Section 6.01;


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"Fiscal Year" means the 12 month period ending on December 31st in each year;

"including" shall be interpreted on an inclusive basis and without limit;

"Interest Rate" means with respect to any particular advance, the effective
yield expressed as a rate per annum on Government of Canada treasury bills
with a two year maturity as published in Reuters as of the close of business
on the last Business Day of the month preceding the month in which the
particular advance is made, plus 1.4% per annum; provided that, if Reuters in
publishing such rate relies on treasury bills with a maturity that is not two
years or within two months (plus or minus) of two years, the effective yield
shall be determined by interpolating the two year point between the most
recently issued Government of Canada treasury bills having original maturities
between two and three years;

"Lease" means a motor vehicle lease agreement made between a dealer and a
lessee pursuant to the Chrysler Credit Gold Key Retail Lease Program, in
respect of which the Borrower is the beneficial owner of such lease and motor
vehicle and which is administered by the Lender on behalf of the Borrower;

"Leased Vehicle" means a new and unused automobile, light duty truck or other
vehicle manufactured or distributed by the Borrower together with any
accessions thereto that is subject to a Lease;

"Lender's Counsel" means Gowling, Strathy & Henderson of Toronto, Ontario;

"Net Book Value" means the net book value of a Lease determined in accordance
with the Lender's standard method of accounting for direct financing leases;

"Net Outstanding Lease Balance" means for any Tranche Pool the aggregate Net
Book Value of the Leased Vehicles for all Leases in that Tranche Pool as
recorded in the records of the Lender less outstanding security deposits for
that Tranche Pool;





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"Person" means an individual, partnership, joint venture, trust, corporation,
unincorporated organization or any other juridical entity or a governmental
state or agency or political subdivision thereof;

"Revolving Credit" has the meaning attributed thereto in Section 2.01;

"Revolving Credit Final Repayment Date" means the date, which shall be not
earlier than the fifth anniversary date of the Initial Borrowing Date (or, if
that day is not a Business Day, then the next following Business Day),
specified by either the Borrower or the Lender by notice to that effect which
notice shall be given not less than 30 days prior to the relevant date;

"Settlement Date" means, with respect to any month or portion thereof, the
last Business Day of the next following month;

"Tranche" means the aggregate of all advances of the Revolving Credit made by
the Lender to the Borrower pursuant to this agreement during a month;

"Tranche Pool" has the meaning ascribed thereto in Section 2.07.

1.02         Applicable Law

             This Agreement is made pursuant to the laws of the Province of
Ontario and shall be governed by and construed, interpreted and performed in
accordance therewith.

1.03         Invalidity, Etc. of Provisions

             If any of the provisions contained in this Agreement is invalid,
illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby.


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1.04         Schedules

             The following are the Schedules hereto and are hereby
incorporated herein:

         Schedule 2.08     -      Security Agreement
         Schedule 3.01     -      Notice of Utilization of Credit Facilities


                                  ARTICLE TWO

                               CREDIT FACILITIES

2.01         Lender's Commitment to Lend

             Subject to the terms and conditions hereof, the Lender hereby
establishes in favour of the Borrower a revolving credit (herein called the
"Revolving Credit") in the maximum principal amount of $1,500,000,000
outstanding at any time which shall be available to the Borrower for the
purpose of funding the purchase by the Borrower of Leased Vehicles and related
Leases and all amounts owing or to become due thereunder or in respect
thereof, it being agreed that any such purchase may be effected at any time or
from time to time unless 90 days' notice of the termination of further
availability of the Revolving Credit has been given by the Lender, no such
notice to be given prior to the first anniversary of the initial Borrowing
Date. The maximum amount that may be required to be advanced under


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the Revolving Credit on any day is the amount then due and owing by the
Borrower to the Lender on account of the purchase price paid by the Lender as
agent of the Borrower to acquire Leased Vehicles and related Leases.

2.02         Interest Rate

             Subject to the provisions hereof, the principal amount of the
advances for each Tranche outstanding as at the close of business for a month
shall remain outstanding at least until the last day of the next following
month. Interest shall be calculated thereon for such next following month,
before and after maturity, Default and, to the extent permitted by law,
judgment (with interest on overdue interest), at the Interest Rate relevant
for such Tranche. Interest payable for each month shall be paid on the last
day of such next following month.

2.03         Borrowing Accounts

             The Lender shall maintain and keep its own accounts recording
the aggregate amount of all sums advanced by it for each Tranche and that
remain outstanding hereunder from time to time, and the dates thereof together
with the interest charges accrued thereon from time to time and all payments
of principal (including prepayments), payments of interest and other payments
made by the Borrower to it from time to time pursuant to this Agreement. The
accounts kept by the Lender shall constitute, in the absence of manifest
error, prima facie evidence of the respective amounts advanced and that remain
outstanding,


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of such interest and other amounts owing to the Lender, and of such payments
of principal, interest or otherwise to the Lender.

2.04           Mandatory Reduction

               Effective on the Revolving Credit Final Repayment Date, the
Revolving Credit shall terminate and the Borrower's entitlement to utilize the
Revolving Credit shall be at an end; the Borrower covenants and agrees to pay
all outstanding advances plus accrued and unpaid interest under the Revolving
Credit on the Revolving Credit Final Repayment Date.

2.05           Timing of Payments

               All payments pursuant to this Agreement, whether on account of
principal, interest, fees or otherwise, shall be effected no later than 11:00
a.m. (Windsor time) on the relevant day, failing which they shall only be
deemed to have been effected on the next following Business Day.

2.06           Prepayments

               Subject to the provisions hereof, the Borrower may from time to
time prepay, without premium or penalty, such amounts as the parties hereto
may from time to time agree upon, provided, however, that any such prepayment
shall be effected only on the last day of


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                                     - 9 -


a month. Any prepayment as aforesaid shall be permanent as regards such
Tranche but shall not reduce the maximum amount of the Revolving Credit unless
the Borrower so designates at the time of such prepayment.

2.07           Application of Collections; Repayments

(a) Effective the end of a month in which one or more advances are made
hereunder, the Lender shall identify in its records a pool (a "Tranche Pool")
of Leases acquired by the Borrower during such month for the purpose of
applying Collections received therefrom on behalf of the Borrower to the
payment of amounts owing hereunder by the Borrower in respect of such
advances. All Collections received by the Lender in any month from the
administration of Leases on behalf of the Borrower that are in a Tranche Pool
for a particular Tranche (excluding any amounts which the Lender is otherwise
entitled to retain for its own benefit, amounts required to be remitted or
paid by the Borrower on account of sales, use, goods and services or other
similar taxes and amounts that are required to be paid to third parties) shall
be held by the Lender in trust (without any obligation to segregate the amount
thereof or to pay interest thereon for any portion of the month during which
such Collections are reserved and held by the Lender) and applied on, and not
before, the last day of such month in the following order until exhausted:



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               (i)  to pay all accrued and unpaid interest owing for that
                    Tranche as at the end of that month;

              (ii)  to pay as a repayment of principal the amount, if any, by
                    which the principal portion of such Tranche exceeds the Net
                    Outstanding Lease Balance for the Tranche Pool for that 
                    Tranche at the end of that month;

             (iii)  to pay as a repayment of principal the amount, if any, by
                    which the principal portion of any other Tranche exceeds
                    the Net Outstanding Lease Balance for the Tranche Pool for 
                    that Tranche at the end of that month; and

              (iv)  to pay any other amount due and owing under this
                    Agreement.

               Any balance remaining shall be paid to the Borrower on the
Settlement Date in respect of such month.

(b) In addition to the foregoing repayments, the Borrower shall pay to the
Lender the balance outstanding in respect of any Tranche on the Settlement
Date occurring in the 60th month following the month in which such Tranche was
created.

2.08           Security

               As security for the due and punctual payment of all
indebtedness and other amounts now or hereafter owing to the Lender by the
Borrower under this Agreement the Borrower shall enter into a purchase money
security agreement substantially in the form


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annexed hereto as Schedule 2.08 - Security Agreement whereby the Borrower
shall grant to the Lender a purchase money security interest in all of the
Borrower's right, title and interest in and to all (i) Leased Vehicles and
related Leases and all amounts owing or to become due thereunder or in respect
thereof, (ii) Collections and (iii) proceeds of the foregoing.

2.09           Optional Cancellation or Reduction of Credits

               The Borrower may cancel and terminate any unutilized portion of
the Revolving Credit permanently, provided that such cancellation and
termination shall be effected only on a Business Day which is at least ten
Business Days subsequent to the date on which the Lender has received
irrevocable written notice from the Borrower as to such cancellation and
termination and provided further that such cancellation and termination:

               (a)  shall be a minimum amount of either $1,000,000 or, if less,
                    the amount of the Revolving Credit;

               (b)  shall be automatically adjusted in amount to the amount of
                    the unutilized portion of the Revolving Credit on the 
                    effective date of such cancellation and termination if the 
                    amount specified in the notice thereof exceeds the 
                    unutilized portion of such credit.






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                                 ARTICLE THREE

                             CONDITIONS OF LENDING

3.01           Utilization of the Revolving Credit

               Subject to the provisions hereof, the Borrower shall give the
Lender not less than two Business Days' notice in the case of advances (or
such lesser period as the Lender may permit).

               Any such notice shall be irrevocable and may be given in the
Borrower's discretion by telephone or by notice substantially in the form of
Schedule 3.01 - Notice of Utilization of Credit Facilities and shall be
received no later than 11:00 a.m. (Windsor time) on the relevant day, failing
which it shall be deemed to have been received on the next following Business
Day. Each such notice shall specify the date of the requested advance which
shall be a Business Day and the amount.

3.02           Conditions Precedent to Each Utilization of the Revolving Credit

               The obligation of the Lender to make available the Revolving
Credit to the Borrower is subject to prior satisfaction on or before each
Borrowing Date of each of the following conditions precedent, which conditions
precedent are inserted for the sole and


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exclusive benefit of the Lender and may be waived by it in writing in its
discretion:

               (a)  the representations and warranties set out in Article 4
                    shall be true and correct on each Borrowing Date as if made
                    on such date;

               (b)  no Default shall have occurred and be continuing on the
                    Borrowing Date either before or after giving effect to any
                    proposed utilization of any portion of the Revolving Credit;

               (c)  the notice referred to in Section 3.01 shall have been
                    received by the Lender.


                                 ARTICLE FOUR

                        REPRESENTATIONS AND WARRANTIES

4.01           Representations and Warranties of the Borrower

               The Borrower represents and warrants to and in favour of the
Lender as follows:

               (a)  Corporate Existence and Authority. The Borrower is a
                    corporation validly incorporated and existing in good 
                    standing under the laws of its jurisdiction of 
                    incorporation, has the legal right and all necessary 
                    corporate power and authority to own its material 
                    properties and assets and the corporate power and authority 
                    to carry on business as now carried on by it or as 
                    contemplated hereunder to be carried on by it.

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                                    - 14 -



               (b)  Corporate Authority. The Borrower has the legal right,
                    corporate power and authority to enter into this Agreement 
                    and to do all acts and things and execute and deliver all 
                    other documents and instruments as are required hereunder 
                    to be done,observed or performed by it in accordance with 
                    the terms hereof.

               (c)  Valid Authorization of this Agreement. The Borrower has
                    taken all necessary corporate action to authorize the
                    execution, delivery and performance of this Agreement.

               (d)  Validity and Binding Effect. This Agreement constitutes a
                    valid and legally binding obligation of the Borrower
                    enforceable against it in accordance with its terms.

               (e)  Financial Condition. Since the date of the last audited
                    consolidated financial statements of the Borrower, true 
                    copies of which have been delivered to the Lender, there 
                    has been no development materially and adversely affecting 
                    the financial condition or position of the Borrower and its 
                    subsidiaries taken as a whole. Such financial statements 
                    were prepared in accordance with generally accepted  
                    accounting principles and fairly present the business and  
                    financial condition of the Borrower and its subsidiaries on 
                    a consolidated basis as at their date.

                                 ARTICLE FIVE

                             AFFIRMATIVE COVENANTS

5.01           Covenants of the Borrower

               The Borrower covenants and agrees to and in favour of the
Lender that, so


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long as the Borrower has any liabilities or obligations with respect to all or
any portion of the Revolving Credit or any liabilities hereunder, the Borrower
shall, unless the Lender otherwise consents in writing:

               (a)  Punctual Payment. Punctually pay the principal of and
                    interest on the advances to it and all other sums falling
                    due hereunder and payable by it on the dates and in the 
                    mannerspecified herein;

               (b)  Advise of Default. Notify the Lender in writing, forthwith
                    and in any event within two Business Days, upon becoming 
                    aware of any Default.

                                  ARTICLE SIX

                        EVENTS OF DEFAULT AND REMEDIES

6.01           Events of Default

               If any of the following events (herein called "Events of
Default") shall occur and be continuing, then the Lender may by notice to the
Borrower declare all amounts outstanding hereunder and all other amounts
payable by the Borrower provided for herein to be immediately due and payable:

               (a)  if the Borrower fails to pay any principal payable
                    hereunder when due or fails to pay any interest, fees or
                    costs payable hereunder within three Business Days of the 
                    due date therefor;


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               (b)  if any representation or warranty made by the Borrower
                    herein or in any certificate or other document delivered by
                    any director or officer of the Borrower in connection
                    herewith or in connection with any other agreement
                    heretofore, now or hereafter entered into with the Lender
                    shall have been found to be false or incorrect in any way
                    as of its date so as to make it materially misleading and,
                    to the extent the same is capable of being remedied, the
                    same has not been remedied within 10 Business Days after
                    receipt of notice from the Lender of same;

               (c)  if the Borrower shall default in the performance of or
                    compliance with any other term, condition, or covenant
                    contained herein or in any other agreement or undertaking
                    heretofore, now or hereafter entered into with the Lender
                    and such default has not been remedied or cured within 10
                    Business Days after receipt of notice from the Lender of
                    such default;

               (d)  if the Borrower shall not generally pay its debts as such
                    debts become due or shall admit in writing its inability
                    to pay its debts generally or shall make a general
                    assignment for the benefit of creditors or shall convey or
                    transfer any of its property with a view to delaying,
                    defeating or hindering creditors or any proceedings shall
                    be instituted by or against the Borrower seeking to
                    adjudicate it a bankrupt or insolvent or seeking
                    liquidation, winding-up, reorganization, arrangement,
                    adjustment, protection, relief or composition of it or of
                    its debts under any law relating to bankruptcy, insolvency
                    or reorganization or relief of debtors or other similar
                    law or seeking the entry of an order for relief or the
                    appointment of a receiver, trustee, custodian or other
                    similar official for it or for any substantial part of its
                    property (excluding proceedings being contested in good
                    faith so long as any enforcement proceedings are stayed)
                    or the Borrower shall take corporate action to authorize
                    any of the actions set forth above in this subsection (d);

               (e)  if the Borrower shall fail to pay any indebtedness in
                    excess of $10,000,000 in the aggregate when due (whether
                    at scheduled


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                    maturity or by required prepayment, acceleration, demand or
                    otherwise) and such failure shall continue after any 
                    applicable grace period; or

               (f)  if an order shall be made or an effective resolution passed
                    for the winding-up, liquidation or dissolution of the
                    Borrower.




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6.02           Remedies upon Default

               Upon the occurrence of any Event of Default and the Lender
making the declaration permitted by Section 6.01, the Lender may cancel unused
commitments and commence such legal actions or proceedings (including such as
are provided for herein) at such times and in such manner as the Lender in its
sole discretion may deem expedient, and may exercise such rights and take such
other actions and commence such other proceedings as may be permitted at law
or in equity, all without, except as may be required by law, any additional
notice, presentation, demand, protest, noting of protest, dishonour, entering
into possession of any of the property or assets of the Borrower or any other
action, notice of all of which the Borrower hereby expressly waives to the
extent permitted by law. The rights and remedies of the Lender hereunder are
cumulative and are in addition to and not in substitution for any other rights
or remedies provided by law.

6.03           Costs and Expenses of Collection

               All costs and expenses of establishing the validity and
enforceability of this Agreement or of collection of amounts owing hereunder
shall be for the account of the Borrower and shall be repayable on demand with
interest payable in arrears (with interest on overdue interest) at an annual
rate equal to the prime rate of interest from time to time charged by Royal
Bank of Canada.


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                                    - 19 -


                                 ARTICLE SEVEN
                                    GENERAL

7.01           Non-Merger

               All covenants, agreements, representations and warranties of
the Borrower made herein or in any certificate or other document signed by any
of its directors or officers delivered by or on behalf of it pursuant hereto
are material, shall be deemed to have been relied upon by the Lender
notwithstanding any investigation heretofore or hereafter by the Lender or the
Lender's Counsel or any other representative of the Lender and shall survive
the execution and delivery of this Agreement until the Borrower shall have
satisfied and performed all of its obligations hereunder.

7.02           Waiver

               No failure or delay on the part of the Lender in exercising any
right or privilege hereunder or under any other instrument delivered to the
Lender pursuant hereto and no indulgence or forbearance by the Lender in
respect of the strict application of the provisions hereof or thereof shall
operate as a waiver unless made in writing and signed by an officer of the
Lender. Any written waiver by the Lender shall not preclude the further or
other exercise by the Lender of any right, power or privilege hereunder or
extend to or apply to any subsequent Default of the same or any other nature.


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7.03           Notices

               Any notice, consent, declaration or other communication
required or permitted to be given or made hereunder shall be in writing and
shall be well and sufficiently given or made if:

               (a)  delivered in person during normal business hours on a
                    Business Day and left with an officer of the addressee or
                    a receptionist or other responsible employee at the
                    relevant address set forth below; or

               (b)  telecopied or sent by other means of recorded electronic
                    communication to the number (or other relevant address)
                    set forth below;

if to the Borrower addressed to it at:

               2450 Chrysler Center
               Windsor, Ontario
               N8W 3X7

               Attention:  Treasurer
               Telecopier:  519-973-4310

if to the Lender addressed to it at

               27777 Franklin Road
               Southfield, Michigan 48934



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               Attention:    Vice-President and Treasurer
               Telecopier:   810-948-3138

               Any notice, consent, declaration or other communication so
given or made shall be deemed to have been given, made and received on the day
of delivery if delivered as aforesaid or, if telecopied or sent by other means
of recorded electronic communication as aforesaid, on the date of such
telecopying or sending, if telecopied or sent by 5:00 p.m. (Windsor time) on a
Business Day, and otherwise on the next following Business Day.

               Any party hereto may from time to time change its address for
notice by notice to the other party hereto given in the manner aforesaid.

7.04           Time

               Time shall be of the essence of this Agreement.

7.05           Further Assurances

               The Borrower, whether before or after the happening of an Event
of Default, shall at its expense make, execute, deliver or cause to be done,
executed and delivered all such further acts, documents and things, in
connection with the Revolving Credit as the Lender's Counsel may reasonably
require, for the purposes of giving effect to this Agreement including for the
purpose of exercising all powers, authorities and discretions hereby


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conferred upon or acquired by the Lender, all immediately upon the reasonable
request of the Lender or the Lender's Counsel.

7.06           Assignment

        (a)    Benefit and Burden of this Agreement:

               This Agreement shall enure to the benefit of and be binding on
               the parties hereto, their respective successors and any
               assignee or transferee of some or all of the parties' rights or
               obligations under this Agreement permitted by clause (b) of
               this Section 7.06. Any reference in this Agreement to any party
               shall be construed accordingly.

        (b)    Borrower:

               The Borrower shall not assign or transfer all or part of its
               rights or obligations in respect of the Revolving Credit under
               this Agreement without the prior consent in writing of the
               Lender which consent may not be unreasonably withheld.

7.07           Payment of Expenses Generally

               The Borrower covenants and agrees to and in favour of the
Lender that it shall pay all of the Lender's reasonable out-of-pocket expenses
in connection with this Agreement including all of the reasonable fees,
expenses and disbursements of the Lender's Counsel incurred in connection
therewith, in connection with any actual or proposed amendment or modification
hereof or any waiver hereunder, in connection with advising the Lender


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generally at any time while any amounts are owing by the Borrower hereunder on
the subject matter hereof and the transactions contemplated hereby, and in
connection with the defence, establishment, protection and/or enforcement of
any of the rights or remedies of the Lender hereunder.

               IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.


                                    CHRYSLER CANADA LTD.

                                    By: M. Schmid

                                    By: G. Gaudette


                                    CHRYSLER CREDIT CANADA LTD.

                                    By: D. M. Cantwell





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                                   3.01 - 24


                                 SCHEDULE 3.01

                  NOTICE OF UTILIZATION OF CREDIT FACILITIES

TO:            CHRYSLER CREDIT CANADA LTD.

               Reference is made to a loan agreement (the "Loan Agreement")
made as of August 1, 1996 between Chrysler Canada Ltd. and Chrysler Credit
Canada Ltd. All terms used herein with initial capital letters and defined in
the Loan Agreement have the meanings attributed thereto in the Loan Agreement.

               Notice is hereby given pursuant to the provisions of Section
3.01 of the Loan Agreement that the undersigned Borrower requests that:

1.             an advance be made;

2.             the aggregate principal amount of the advance shall be $___;

3.             the Borrowing Date shall be ___;

               The representations and warranties contained in Article Four of
the Loan Agreement are hereby repeated as if made on the Borrowing Date.

               No Default has occurred and is continuing.

               DATED this__________day of_________________, 199__.

                                            Yours very truly,

                                            CHRYSLER CANADA LTD.

                                            By:

                                               ------------------


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                                   3.01 - 25



                                                    -----------------
                                                              [Title]




                                            By:     -----------------

                                                              [Title]




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                                   2.08 - 26


                                 SCHEDULE 2.08

                              SECURITY AGREEMENT



               THIS AGREEMENT is made as of the 1st day of August, 1996
between CHRYSLER CANADA LTD. (the "Debtor") of 2450 Chrysler Centre, Windsor,
Ontario N8W 3X7 and CHRYSLER CREDIT CANADA LTD. (the "Secured Party") of 27777
Franklin Road, Southfield, Michigan 48034.

               For valuable consideration (the receipt and sufficiency of
which are acknowledged), the Debtor agrees as follows:

1.             Definitions

               Words and phrases defined in the PPSA and used without initial
capitals in this Security Agreement have the meanings assigned to them in the
PPSA, unless the context otherwise requires. In this Security Agreement:

"Accounts" means all accounts and all debts, claims and demands of any kind
whatever, now or hereafter due, owing or accruing due to the Debtor in respect
of any dealing with Collateral;

"Collateral" means all of the Products, Records and Proceeds, wherever
located, in which the Debtor now or hereafter has an interest, and any item or
part thereof;

"Default" means any of the events set out in Section 13;

"Encumbrance" means any encumbrance of any kind whatever, including, without
limitation, a security interest, mortgage, lien, hypothec, pledge,
hypothecation, charge, trust or deemed trust, whether contractual, statutory
or otherwise arising;



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                                   2.08 - 27


"Loan Agreement" means that certain loan agreement dated as of August 1, 1996
between the Debtor and the Secured Party, as the same may be amended,
supplemented, changed or otherwise varied from time to time;

"Obligations" means the present and future indebtedness, obligations and
liabilities of any kind whatever of the Debtor to the Secured Party pursuant
to the Loan Agreement;

"Products" means any Chrysler Vehicles and Related Leases (as such terms are
defined in the Loan Agreement;

"PPSA" means the Personal Property Security Act of the Province of Ontario, as
it may be amended, and any restated or successor legislation of comparable
effect;

"Prime Rate" on any day means the rate of interest expressed as a rate per
annum which the Royal Bank of Canada has established at its head office in
Toronto, Ontario as a reference rate of interest that it will charge on that
day for loans in Canadian dollars to Canadian corporate customers and which it
refers to as its prime rate;

"Proceeds" means all Accounts, chattel paper, documents of title, securities,
instruments, intangibles, fixtures, proceeds and personal property in any form
derived directly or indirectly from any dealing with any item or part of the
Products or any other item of Collateral, or that indemnifies or compensates
for such property destroyed or damaged, and proceeds of Proceeds whether or
not of the same type, class or kind as the original Proceeds, and any item or
part thereof;

"Records" means all books, accounts, invoices, letters, papers, security
certificates, documents and other records in any form evidencing or relating
in any way to any item or part of the Products or Proceeds and all contracts,
securities, instruments and other rights and benefits in respect thereof, and
any item or part thereof; and

"Security Interests" means any and all Encumbrances granted by the Debtor to
the Secured Party in this Security Agreement.




<PAGE>
                                   2.08 - 28


2.             Security Interest

               As continuing security for the due payment and performance of
all Obligations, the Debtor grants to the Secured Party fixed and specific
charges, mortgages, hypothecations, pledges and assignments on and of the
Collateral. The Secured Party retains title in each of the Products until the
Debtor has paid for that Product in full.

3.             Further Assurances

               The Debtor agrees to execute or have executed any further
documents and agreements, and to do or have done whatever else is required, to
give effect to this Security Agreement.

4.             Notice of Change of Address, etc.

               The Debtor shall notify the Secured Party in writing at least
21 days prior to any change of name of the Debtor or any change in the
location of any Collateral.

5.             Costs

               The Debtor shall reimburse the Secured Party on demand for all
interest, commissions, costs of realization and other costs and expenses
(including legal fees and expenses on a solicitor and his own client scale)
incurred by the Secured Party in connection with the enforcement of this
Security Agreement, including, without limitation, those arising in connection
with the realization, disposition of, retention, protection or collection of
any Collateral and the protection or enforcement of the rights, remedies and
powers of the Secured Party.

6.             Sale of Inventory

               Prior to any Default, the Debtor may in the ordinary course of
its business, and on customary trade terms, sell, consign or lease Products
which are items of inventory sold or leased in the ordinary course of the
Debtor's business, but all rights of the Debtor as vendor, consignor or lessor
and all resulting Accounts shall be subject to the Security


<PAGE>
                                      2.08 - 29


Interests. Upon such sale, the Secured Party's title to and Encumbrance on the
Products sold shall vest in the Debtor. The Debtor shall not otherwise sell,
consign, lease, move, destroy or otherwise dispose of, impair or abandon any
Collateral.

7.             Default

               Whenever any Event of Default (as defined in the Loan
Agreement) has occurred and is continuing, the Secured Party may, at its
option, declare the Security Interests immediately enforceable. The Secured
Party may waive any Event of Default or any breach by the Debtor of any of the
provisions of this Security Agreement. No waiver, however, shall be deemed to
extend to any subsequent breach or Event of Default. Any such waiver must be
in writing and signed by the Secured Party to be effective.

8.             Remedies on Default

               If the Security Interests become enforceable, the Secured Party
shall have the following rights, remedies and powers, each exerciseable
without notice or demand to the Debtor:

               (a)  to enter upon any premises where any Collateral is located
                    and take possession of, disable or remove any Collateral.
                    The Debtor shall forthwith upon demand deliver to the
                    Secured Party possession of any Collateral at the place
                    specified by the Secured Party.

               (b)  to sell, consign, lease or otherwise dispose of any
                    Collateral by public auction, private tender or private
                    contract with or without notice, advertising or any other
                    formality, all of which are hereby waived by the Debtor,
                    and to establish at its discretion the terms of such
                    disposition, including, without limitation, terms and
                    conditions as to credit, reserve bid or price. All
                    payments made pursuant to such dispositions shall be
                    credited against the Obligations only when the Secured
                    Party actually receives them. The Secured Party may buy
                    in, rescind or vary any contract for the disposition of
                    any Collateral and may dispose of any Collateral again
                    without being answerable for any loss occasioned thereby.
                    Any such disposition may take place whether or not the
                    Secured Party has taken possession of the Collateral.


<PAGE>
                                   2.08 - 30



                              
               (c)  to pay any liability secured by any actual or threatened
                    Encumbrance against any Collateral. The Secured Party may
                    borrow money for the maintenance, preservation or
                    protection of any Collateral and may grant Encumbrances in
                    any Collateral in priority to the Security Interests as
                    security for the money so borrowed. The Debtor will
                    forthwith upon demand reimburse the Secured Party for all
                    such payments and borrowings.

               (d)  to seize, collect, realize, dispose of, enforce, release
                    to third parties or otherwise deal with any Collateral in
                    such manner, upon such terms and conditions and at such
                    time as it deems advisable without notice to the Debtor
                    (except as otherwise required by any applicable law), and
                    may charge on its own behalf and pay to others its costs
                    or expenses (including accounting fees, legal fees and
                    expenses on a solicitor and his own client scale) incurred
                    in connection with such actions. The Debtor will forthwith
                    upon demand reimburse the Secured Party for all such costs
                    or expenses.

               (e)  to apply to a court of competent jurisdiction for the
                    appointment of a receiver, manager or receiver and manager
                    for the Collateral.

               (f)  to elect to retain any Collateral in satisfaction of any
                    of the Obligations. The Secured Party may designate any
                    part of the Obligations to be satisfied by the retention
                    of particular Collateral which the Secured Party considers
                    to have a net realizable value approximating the amount of
                    the designated part of the Obligations, in which case only
                    the designated part of the Obligations shall be deemed to
                    be satisfied by the retention of the particular
                    Collateral.

9.             Limitation of Liability

               The Secured Party shall not be liable or accountable for any
failure to seize, collect, realize, dispose of, enforce or otherwise deal with
any Collateral and shall not be bound to institute proceedings for any such
purposes or for the purpose of preserving any rights, remedies and powers of
the Secured Party, the Debtor or any other person in respect of any
Collateral. The Secured Party shall not be liable or responsible for any loss
or damage whatever which may accrue in consequence of any such failure
resulting from any negligence of the Secured Party or its officers, employees,
agents, or any Receiver, or

<PAGE>
                                   2.08 - 31


otherwise. If the Secured Party takes possession of any Collateral, the
Secured Party shall have no liability as a mortgagee in possession or be
accountable for anything except actual receipts.

10.            Rights in Addition

               The rights, remedies and powers conferred by this Security
Agreement are in addition to, not in substitution for, any other rights,
remedies or powers the Secured Party may have under this Security Agreement,
at law, in equity or by or under the PPSA or any other statute. The Secured
Party may exercise any of its rights, remedies or powers separately or in
combination and at any time.

11.            Application of Payments

               The Secured Party may appropriate any payments from the Debtor
to the Obligations as the Secured Party sees fit, notwithstanding any
appropriation by the Debtor, and may change any appropriation at any time.

12.            Notices

               Any notice required or permitted hereunder shall be in writing
and may be delivered or sent by any electronic means of sending messages,
including facsimile transmission, which produces a permanent written record.
Delivered notices shall be effective upon delivery during business hours to an
apparently responsible employee of the Debtor or Secured Party, as the case
may be; notices sent by electronic transmission shall be deemed to have been
received on the next day at the opening of business. Notices shall be
addressed to the Debtor or the Secured Party at its address first set out
above. Addresses for notice may be changed by giving notice in accordance with
this Section.

13.            Governing Law

               This Security Agreement shall be governed by, and interpreted
and enforced in accordance with, the laws in force in the Province of Ontario.
The Debtor irrevocably submits to the non-exclusive jurisdiction of the courts
of Ontario with respect to any matter


<PAGE>
                                   2.08 - 32


related hereto.

14.            Interpretation

               There are no representations, warranties, covenants or
acknowledgements affecting this Security Agreement or any Collateral, other
than as expressed herein in writing. The Debtor acknowledges that the
provisions of this Security Agreement are commercially reasonable and not
manifestly unreasonable. No agreement purporting to amend, supplement or
otherwise vary this Security Agreement shall be binding upon either the Debtor
or the Secured Party unless that agreement is in writing and signed by the
Debtor and the Secured Party.

15.            Invalidity

               If any provision of this Security Agreement is found to be
invalid or unenforceable, that provision shall be deemed to be severed
herefrom and the remaining provisions of this Security Agreement shall not be
affected thereby but shall remain valid and enforceable.

16.            Binding Effect

               This Security Agreement shall enure to the benefit of the
Secured Party and its successors and assigns and shall bind the Debtors and
its successors.

17.            Receipt of Copy

               The Debtor acknowledges receipt of an executed copy of this
Security Agreement. At any time the Secured Party may provide to any person
copies of this Security Agreement or information about it or about the
Obligations.

               IN WITNESS WHEREOF this Security Agreement has been duly
executed delivered.



<PAGE>
                                   2.08 - 33

                                    CHRYSLER CANADA LTD.

                                     By:
                                        ----------------