FIRST AMENDMENT TO MANAGEMENT AGREEMENT

     THIS  FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "Amendment") is entered
into  as of August 17, 1998, by and between CHANCELLOR ASSET MANAGEMENT, INC., a
Delaware  corporation  ("CAM")  and  M.R.B.  Inc.,  a  Georgia corporation d/b/a
"Tomahawk  Truck  and  Trailer  Sales",  Tomahawk  Truck & Trailer Sale, Inc., a
Florida  corporation,  Tomahawk  Truck  &  Trailer  Sales  of  Virginia, Inc., a
Virginia  corporation,  and  Tomahawk Truck & Trailer Sales of Missouri, Inc., a
Missouri  corporation  (collectively  "MRB"  or  the  "Companies").

     RECITALS

WHEREAS,  MRB  desires  to obtain the benefits of the knowledge and expertise of
the  executive, managerial, financial and operational personnel of CAM to assist
and  operate  MRB  in  its  business,  and

WHEREAS,  CAM  is  providing  the  assistance,  financial needs, and operational
guidance  and  performance  desired  by  MRB;

WHEREAS,  CAM and MRB have agreed to certain changes in the terms and conditions
set  forth  in  the Management Agreement and have agreed to amend the Management
Agreement  to  reflect  said  changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are  hereby acknowledged, the parties hereto agree that the Management Agreement
shall  be  amended  as  follows:

1.     Section 1 is hereby amended by deleting the last sentence "Nothing herein
contained  shall  be  deemed  in  any  way to obligate CAM to add to or maintain
beyond  its  general  needs  any  personnel,  facilities  or  equipment." and by
substituting "CAM will also be obligated to MRB to provide approvals on, but not
limited to, all personnel hiring decisions and human resources policies, capital
expenditures,  other  operating  expenditures  not  in  the  ordinary  course of
business,  execution  of  contractual  arrangements,  disposition  of inventory,
disposition  of  any and all MRB physical assets; and to provide funding of such
expenditures  in  the  event such funding cannot first be made available through
MRB's  normal internal cash flows.  CAM will also make available to MRB, subject
to  approval  by  the  Board  of  Directors,  all funds necessary to provide for
working  capital  and  support  operating  deficits  in the event such operating
deficits  are  incurred  by  MRB.", with such change to be effective immediately
upon  execution  of  this  Amendment.

2.     Section  2  is  hereby  amended  by  deleting  the  first  sentence  "In
consideration  of CAM's provision of the Services, MRB assigns to CAM all rights
to  MRB's  Gross  Revenues  and  Net  Profits for the period from August 1, 1998
through  the  termination  date  of  this  agreement as set forth below." and by
substituting  "In  consideration of CAM's provision of the Services, MRB assigns
all  rights to MRB's Gross Revenues and Net Profits commencing August 1, 1998.",
with  such  change to be effective immediately upon execution of this Amendment.

3.     Section 2 is hereby amended by deleting the last sentence "The assignment
of  such Gross Revenues and Net Profits is not deemed in any way to obligate CAM
in  regards to any and all liabilities incurred by MRB and in no way indemnifies
MRB, its management or shareholders from liabilities incurred as a result of CAM
performing  the  Services." and by substituting "The benefits inured to CAM as a
result of such assignment of such Gross Revenues and Net Profits does not in any
way  relieve  CAM of any liabilities incurred by MRB, as directed and controlled
through  the  operational assistance of CAM, but also in no way indemnifies MRB,
its  management  or  shareholders  from  liabilities incurred as a result of CAM
performing  the  Services.",  with  such change to be effective immediately upon
execution  of  this  Amendment.

4.     Section 3 is hereby amended by deleting "This Agreement shall continue in
full  force  and  effect  until  such  time that either party mutually agrees to
terminate  this  Agreement  upon  reasonable  notification." and by substituting
"This  Agreement  shall  continue  in  full  force and effect for as long as MRB
remains  as a business entity except that CAM may for reasonable cause terminate
this Agreement.", with such change to be effective immediately upon execution of
this  Amendment.

5.     Upon  the  execution of this Amendment, CAM shall cause to be reserved up
to  5,000,000  shares  of  Chancellor's Common Stock, subject to adjustment.  In
addition  to  the  reservation  of  Chancellor  Common  Stock,  CAM shall assume
oversight  and  operational control of the daily operations of MRB with the full
support  and  cooperation of the MRB shareholders and management.  Additionally,
MRB  shall cause to be reserved all of MRB's Common Stock for issuance to CAM or
its assigns.  During this period, CAM has the right of first refusal to purchase
the  reserved  shares  of  MRB.  While final due diligence is being evaluated by
external and internal personnel, CAM shall have the right of first refusal prior
to  any  sale  of  the  MRB  Common  Stock.

6.     Except  as  specifically provided herein, all terms and conditions of the
Management  Agreement  remain  in  full  force  and  effect,  without  waiver or
modification.  All terms defined in the Management Agreement shall have the same
meaning  when  used  in  this  Amendment.  This  Amendment  and  the  Management
Agreement  shall  be  read  together,  as  one  document.

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     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
executed  as  of  the  day  and  year  first  written  above.


CHANCELLOR  ASSET  MANAGEMENT,  INC.

By:     /s/  Franklyn  E.  Churchill
        ----------------------------
Name:  Franklyn  E.  Churchill
Title:   President  and  CEO

M.R.B.,  INC.

By:      /s/  M.  Rea  Brookings
         -----------------------
Name:  M.  Rea  Brookings
Title:   President