EXHIBIT 10.89

                           THIRTY FOURTH AMENDMENT TO
                     GENERAL MOTORS SERVICE PARTS OPERATIONS
                                LICENSE AGREEMENT


This THIRTY FOURTH  AMENDMENT,  effective as of the later date of the signatures
below,  is to  that  certain  Reproduction  and  Service  Part  Tooling  License
Agreement  effective  December 1, 1993 by and between Service Parts  Operations,
General  Motors  Corporation  ("LICENSOR")  and Eckler  Industries,  Inc.  d/b/a
Eckler's  ("LICENSEE")  as amended by the FIRST through THIRTY THIRD  AMENDMENTS
(collectively the "AGREEMENT").

WHEREAS,  the parties  have entered into the  AGREEMENT  and mutually  desire to
amend such AGREEMENT as specifically provided herein;

NOW THEREFORE for good and valuable  consideration,  the sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.   Exhibit I of the AGREEMENT is hereby  amended to  specifically  include the
     following additional LICENSED PARTS:

         GM Part #  Description                     Vehicle Line     Model
         ---------  -----------                     ------------     -----
         3876569    1966-67 Handle, Frt S/D Pull    Chevrolet        Corvette
         3876570    1966-67 Handle, Frt S/D Pull    Chevrolet        Corvette

2.   Article  I of the  AGREEMENT  is hereby  stricken  in its  entirety  and is
     replaced with the following new Article I:

     1.1  Transfer of Technology. If appropriate, within a reasonable time after
          execution of the AGREEMENT,  LICENSOR shall furnish LICENSEE available
          GM  TECHNOLOGY  in  documented  or recorded  form  developed by or for
          LICENSOR and which  LICENSOR had used or released to its suppliers for
          the  manufacture  of  LICENSED  PARTS and which  may be  furnished  by
          LICENSOR without violation of the rights of third parties.

     1.2  Use and Protection.  The GM TECHNOLOGY  furnished to LICENSEE shall be
          used by LICENSEE for the sole purpose of enabling  LICENSEE to utilize
          the license granted under this AGREEMENT and such GM TECHNOLOGY  shall
          be treated by LICENSEE with the same degree of high care it applies to
          its own  technology  and shall not be  disclosed  by LICENSEE to third
          parties  without  LICENSOR'S  consent  for any  purpose  other than to
          utilize this license.

     1.3  To  the  best  of  LICENSOR'S  knowledge,  LICENSEE'S  use  of  the GM
          TECHNOLOGY  will not  infringe  the patent  rights of any third party.
          LICENSOR, however, does not assume and expressly disclaims any and all
          responsibility or liability of any kind whatsoever for infringement by
          LICENSEE  or  its  suppliers  of  any  patents  as  a  result  of  the
          manufacture,  use,  or sale by  LICENSEE of the  LICENSED  PARTS,  and
          LICENSEE shall  indemnify and hold LICENSOR  harmless  against any and
          all claims and  liabilities of any kind whatsoever that may arise from
          such infringement.

     1.4  EXCEPT AS STATED IN THIS SECTION 1.4, THERE ARE NO WARRANTIES, EXPRESS
          OR  IMPLIED,  WITH  RESPECT  TO GM  TECHNOLOGY  AND  ASSISTANCE  TO BE
          FURNISHED TO LICENSEE HEREUNDER.  LICENSOR SHALL NOT BE RESPONSIBLE OR
          LIABLE IN ANY  RESPECT  FOR ANY  DEFECTS  OR  INACCURACIES  IN SUCH GM
          TECHNOLOGY  OR  ANY   INADEQUACIES  IN  SUCH  ASSISTANCE  OR  FOR  THE
          PERFORMANCE OR FAILURE TO PERFORM OF ANY LICENSED  PARTS  ASSEMBLED BY
          LICENSEE OR ANY PART THEREOF  MANUFACTURED BY LICENSEE OR FOR LICENSEE
          BY ANY PARTY OTHER THAN LICENSOR.  LICENSEE  SHALL  INDEMNIFY AND HOLD
          LICENSOR   HARMLESS  AGAINST  ANY  AND  ALL  CLAIMS  AND  LIABILITIES,
          INCLUDING  THOSE  INVOLVING  DEATH OR  INJURY  TO  PERSON OR DAMAGE TO
          PROPERTY,  ARISING OUT OF SUCH ASSEMBLY OR  MANUFACTURE,  OR THE SALE,
          LEASE OR OTHER  DISPOSAL OF SUCH  LICENSED  PARTS OR  COMPONENT  PARTS
          THEREOF.

     1.5  Use and Location of LICENSOR'S  TOOLS.  In using the available  TOOLS,
          LICENSEE  shall  give  priority  to the  reasonably  requested  supply
          requirements of LICENSOR (or its designees) (although it is understood
          that  LICENSOR is not  obligated to purchase  any LICENSED  PARTS from
          LICENSEE).  Subject  to  filling  the  purchase  orders  of  LICENSOR,
          however,  LICENSEE shall have the exclusive right to use the available
          TOOLS to manufacture  LICENSED PARTS which it will promote and sell to
          third parties other than  LICENSOR,  upon such terms and conditions as
          determined by LICENSEE. If LICENSEE does not use a particular TOOL (or
          set of TOOLS) at least once during any twelve (12) month period of the
          Term  (or  applicable  renewal  term)  and  LICENSEE  has not sold any
          LICENSED  PARTS  applicable  to such TOOL(S)  during such time period,
          then  LICENSOR  has the  right to  demand  that  LICENSEE  explain  to
          LICENSOR,  in writing,  the reasons or  circumstances  surrounding the
          non-use  or  non-sale.  If  LICENSEE  does  not  explain,  to the sole
          satisfaction  of LICENSOR,  that there are  reasonable  and verifiable
          mitigating  circumstances  surrounding such non-use or non-sale,  then
          LICENSEE'S  right to use the TOOL(S)  shall become  non-exclusive  and
          LICENSOR shall have the right to license a third party (or parties) to
          use the  TOOL(S).  LICENSEE  shall  keep the  TOOLS at the  facilities
          identified  on Exhibit I or at other  facilities  which  LICENSEE  has
          previously advised LICENSOR in writing of before moving them. LICENSEE
          shall at all times keep  LICENSOR  advised in  writing  regarding  the
          physical  location  of the  TOOLS and shall  provide  LICENSOR  with a
          written report for the quarter ending December 31 of each year stating
          the condition and location of the TOOLS.

     1.6  LICENSOR'S  Inspection  of the TOOLS.  LICENSOR  may from time to time
          during normal  business hours and with  reasonable  notice to LICENSEE
          enter upon the premises of LICENSEE or LICENSEE'S  supplier to inspect
          the TOOLS and to examine and audit the records of LICENSEE  pertaining
          to the  manufacture and sale of the LICENSED PARTS and the maintenance
          and repair of the TOOLS.

     1.7  Ownership  of the TOOLS.  LICENSOR is the owner of the TOOLS;  any and
          all parts and  accessories  for,  and any  replacements  to, the TOOLS
          shall  be the  property  of  LICENSOR.  LICENSEE  shall  not  make any
          modification to the TOOLS without the prior express  written  approval
          of LICENSOR.  LICENSEE shall not assert any claims of ownership to the
          TOOLS or sell, lend,  rent,  encumber,  pledge,  lease,  transfer,  or
          otherwise  dispose of the TOOLS.  LICENSEE shall,  upon the request of
          LICENSOR,  execute such documents as LICENSOR may  reasonably  require
          for  filing in public  records to give  notice  that the TOOLS are the
          property of LICENSOR.

     1.8  LICENSEE'S  Inspection of the TOOLS.  LICENSEE  acknowledges  that the
          TOOLS  have  been  furnished  on an "as  is",  when  available  basis.
          LICENSEE  shall from time to time inspect the TOOLS,  make all repairs
          that are necessary and  appropriate,  and supply and pay for any parts
          and accessories necessary therefore.

     1.9  Legal Compliance. LICENSEE shall use the TOOLS in a careful and proper
          manner and shall  comply  with all  federal,  state,  and local  laws,
          ordinances,  rules, regulations, and guidelines relating to possession
          or use of the TOOLS.  LICENSEE shall not use the TOOLS for any purpose
          other than as expressly authorized in this AGREEMENT.

     1.10 Risk of Loss. LICENSEE shall assume all risks of damage,  destruction,
          or loss to the TOOLS in its  possession or under its control caused by
          fire, theft, or other casualties or by the negligent acts or omissions
          of LICENSEE,  its agents and employees.  Such negligent acts are those
          causing  damage not  occasioned by the  deterioration  of the TOOLS by
          reason of normal wear and tear.  LICENSEE  shall replace or repair all
          such TOOLS lost or damaged at its expense.

     1.11 TOOL  Repair or  Movement.  If,  in  accordance  with this  AGREEMENT,
          LICENSEE  makes any repairs,  modifications,  or  improvements  to the
          TOOLS or moves the TOOLS to a different  manufacturing  location, then
          LICENSEE  shall  resubmit  samples of LICENSED PARTS for testing (when
          requested by LICENSOR) in accordance with Article IX of the AGREEMENT.

     1.12 TOOL  Handling  Upon   Termination.   Upon  the  termination  of  this
          AGREEMENT, LICENSEE shall:

          A.   Advise  LICENSOR in writing of the  condition and location of the
               TOOLS;

          B.   Promptly return the GM TECHNOLOGY to LICENSOR; and

          C.   At the  request  of  LICENSOR,  promptly  prepare  the  TOOLS for
               shipment to the location designated by LICENSOR.

                  The TOOLS will be delivered, at LICENSOR'S reasonable expense,
                  to such  LICENSOR-designated  location by  carriers  expressly
                  approved by  LICENSOR.  LICENSOR and  LICENSEE  shall  jointly
                  inspect the TOOLS before they are shipped. If LICENSOR has any
                  claim  against  LICENSEE  regarding the condition of any TOOL,
                  the parties shall  mutually  agree to a reasonable  settlement
                  regarding  any  repair  or  replacements  required.  Except as
                  provided in the preceding  sentence,  LICENSOR shall waive its
                  claims and rights against LICENSEE  regarding the condition of
                  the TOOLS by removing them from the possession of LICENSEE.

     1.13 LICENSEE'S  Tools. The parties agree that, to the extent LICENSEE uses
          its own tools and not LICENSOR'S TOOLS in  manufacturing  the LICENSED
          PARTS, Sections 1.5 through 1.13 of Article I shall not apply.

3.   Article VI of the AGREEMENT is hereby  amended to strike Section 6.3 in its
     entirety and replace it with the following new Sections 6.3 and 6.4, and to
     include the following new Section 6.5:

     6.3  Trademark  License  Notice.  LICENSEE  shall  prominently  display the
          notice  described  below (or such other notice  expressly  approved or
          directed  by  LICENSOR  in  writing  such as in any  separate  written
          guidelines  or  licensing  program  handbook  provided  by LICENSOR to
          LICENSEE) in the Collateral  Materials (as defined in Section 9.2) and
          appropriately  on or in  direct  connection  with the  LICENSED  PARTS
          and/or  packaging in accordance  with  LICENSOR'S  guidelines,  rules,
          and/or requests ("Trademark License Notice"). Moreover, LICENSEE shall
          use the appropriate trademark  notification symbol, either in the form
          of "(R)" for a  registered  trademark  in the  pertinent  class(es) of
          goods or "(TM)" for an unregistered  trademark (or alternative symbols
          in compliance  with the trademark  laws of the  country(ies)  in which
          LICENSEE uses the  TRADEMARKS),  in conjunction with the TRADEMARKS at
          all times as directed  by  LICENSOR or as provided in such  guidelines
          given to LICENSEE.

               "[particular  Trademark(s),  Emblem(s),  and  vehicle  model body
               design(s)]  are General Motors  Trademarks  used under license to
               Eckler Industries, Inc."

     6.4  Hang Tags/Merchandising  Symbol. LICENSEE will also affix hang tags or
          stickers to all LICENSED PARTS or packaging,  that prominently display
          a  LICENSOR-supplied  Emblem  (as  further  described  and  defined in
          Section 6.5 and Exhibit I)  designating  the LICENSED PARTS as (i) "GM
          Restoration Parts" or (ii) "GM Official Licensed  Product",  as may be
          appropriate.  LICENSEE  shall  purchase the hang tags or stickers from
          LICENSOR or LICENSOR'S  designated  vendor.  However,  if the LICENSED
          PARTS and/or any appropriate Collateral Materials are not conducive to
          use and/or display the LICENSOR  required hang tags or stickers,  then
          LICENSEE may request  LICENSOR to provide (at  LICENSOR'S  discretion)
          the necessary  artwork to incorporate the Emblem(s)  directly into the
          LICENSED PARTS and/or such appropriate  Collateral Materials.  In this
          case, LICENSEE agrees to pay LICENSOR a non-refundable fee of $250 (or
          other  reasonable  amount as LICENSOR may require) in consideration of
          LICENSOR  providing  LICENSEE with the artwork for such Emblem(s).  If
          Emblem  artwork is provided to LICENSEE,  then an invoice will be sent
          to LICENSEE  regarding such  additional  fee (unless other  reasonable
          payment  procedures  are adopted by LICENSOR  and  LICENSEE is advised
          thereof).  LICENSEE will use the Emblem(s) and the TRADEMARKS  only in
          the manner specified in writing by LICENSOR.

     6.5  Use of the GM  Restoration  Parts  and GM  Official  Licensed  Product
          Emblems.  In addition to use of the hang tags or stickers  required in
          Section  6.4,  LICENSEE  shall also display the GM  Restoration  Parts
          Emblem  and/or GM  Official  Licensed  Product  Emblem  (whichever  is
          appropriate)  (collectively,  the "Emblem(s)") on all packaging and in
          all promotional and advertising materials.  To ensure control over and
          proper use of the Emblem(s),  LICENSEE may use the Emblem(s) only in a
          manner  which  complies  with  the  express  written   guidelines  and
          requirements of LICENSOR. All products, catalogs, sales materials, and
          other items of LICENSEE  using or  displaying  the  Emblem(s)  must be
          submitted to LICENSOR'S  exclusive  licensing  representative,  Equity
          Management Inc. ("EMI"), and expressly approved in writing by LICENSOR
          in accordance  with this AGREEMENT  before their use or  distribution.
          Purchasers,  redistributors,  or resellers of LICENSEE'S  products may
          not use or display the Emblem(s)  (other than on  LICENSEE'S  original
          packaging)  unless they have a separate  trademark  license  agreement
          with LICENSOR directly.

4.   Article  VII of the  AGREEMENT  is  hereby  to  strike  Section  7.2 in its
     entirety and replace it with the  following new Section 7.2, and to include
     the following new Section 7.3:

     7.2  Trademark  Protection.  LICENSEE agrees to provide  LICENSOR with such
          reasonable  assistance  as  LICENSOR  may  require  in  procuring  any
          protection of LICENSOR'S rights to the TRADEMARKS, and LICENSOR (if it
          so desires) may  commence or prosecute  any claims or suits in its own
          name or in the name of LICENSEE or join  LICENSEE as a party  thereto.
          LICENSOR shall reimburse LICENSEE for its reasonable expenses incurred
          in  providing  such   assistance  to  the  extent  that  LICENSOR  has
          pre-approved  such  expenses.  In addition,  LICENSEE  shall  promptly
          notify LICENSOR in writing of any  infringement or imitation by others
          of the  TRADEMARKS on products the same as or similar to those covered
          by this AGREEMENT which may come to LICENSEE'S attention, and LICENSOR
          shall have the sole right to determine whether or not any action shall
          be taken on account of any such infringement or imitation.

     7.3  Customs  Documents and Costs.  If LICENSED  PARTS are imported into or
          exported  from the United  States  and/or other  countries  within the
          LICENSED TERRITORY, then LICENSEE shall be required to:

          A.   Provide all appropriate  documents to customs officials which are
               necessary  to prove that  LICENSOR  has  authorized  LICENSEE  to
               import  and/or  export the  LICENSED  PARTS  within the  LICENSED
               TERRITORY  ("Customs  Documents").  Such Customs  Documents shall
               include,  at  a  minimum,   relevant  pages  of  this  AGREEMENT;
               specifically, LICENSEE shall include a copy of the first page (to
               verify the names of the  parties),  a copy of the  fully-executed
               signature   page  (to  verify  that  the  parties   executed  the
               AGREEMENT),  Exhibit I (to verify  the  TRADEMARKS  and  LICENSED
               PARTS authorized by LICENSOR),  Article IV (to verify the Term of
               the AGREEMENT),  and Exhibit II (to verify the LICENSED TERRITORY
               authorized  by  LICENSOR).  The  Customs  Documents  should  also
               include such other documents as LICENSEE may regularly present to
               customs officials in its importing and exporting activities;

          B.   Bear all costs and expenses which LICENSEE  incurs,  or which are
               incurred on LICENSEE'S behalf, in dealing with customs officials.
               Such costs and expenses  would  include,  but are not limited to,
               fines,  penalties,  storage fees,  and other  charges  levied and
               costs  incurred  as a result  of  threatened  or  actual  product
               seizure; and

          C.   Reimburse  LICENSOR  and/or  its  licensing   representative  for
               administrative  costs  which  they may  incur or  assess  against
               LICENSEE when LICENSEE'S  failure to provide the required Customs
               Documents necessitates  LICENSOR'S and/or its exclusive licensing
               representative's   intervention  to  avoid  the  seizure  of  the
               LICENSED PARTS or to procure their release.

          In accordance with Article V of this AGREEMENT,  none of the costs and
          expenses  contemplated  in this Section 7.3 shall be deducted from Net
          Sales or royalties payable by LICENSEE.

5.   Article  VIII of the  AGREEMENT  is hereby  amended to strike  Sections 8.2
     through 8.5 and replace  them with the  following  new Sections 8.2 through
     8.5:

     8.2  Indemnification of LICENSOR. LICENSEE agrees to hold harmless, defend,
          and   indemnify   LICENSOR   and   LICENSOR'S    exclusive   licensing
          representative,  Equity Management Inc. ("EMI"),  and their respective
          officers,  directors,  employees,  and  agents  against  any  and  all
          third-party  claims  of  liability,  demands,  judgments  or causes of
          action, and damages, costs and expenses related thereto (including but
          not limited to reasonable  attorneys' fees and costs),  arising out of
          the manufacture,  distribution, use, sale or marketing of the LICENSED
          PARTS for which the TRADEMARKS are licensed  hereunder,  provided that
          (a) prompt  written  notice is given to  LICENSEE  of any such suit or
          claim,  (b) LICENSEE  shall have the option and right to undertake and
          conduct  the  defense  of any such  suits or  claims  brought  against
          LICENSOR,  and  (c) no  settlement  of any  suit or  claim  is made or
          entered into without the prior express  written  consent of LICENSEE'S
          authorized legal counsel. Such indemnification shall further extend to
          third-party  claims  related to LICENSEE'S  failure to comply with the
          terms of this  AGREEMENT,  and to LICENSEE'S  unauthorized  use of any
          patent,  process,  idea,  method or device,  or unfair trade practice,
          false advertising,  trademark infringement,  or the like in connection
          with the  manufacture,  distribution,  use,  sale, or marketing of the
          LICENSED  PARTS.  The   indemnification   shall  continue  beyond  the
          termination or expiration of this AGREEMENT.

     8.2  Indemnification of LICENSEE.  LICENSOR agrees to hold harmless, defend
          and  indemnify,  LICENSEE and their  respective  officers,  directors,
          employees,  and  agents  against  any and all  third-party  claims  of
          liability,  demands,  judgments,  or causes of action of  trademark or
          copyright infringement or damages, costs, and expenses related thereto
          (including  but not limited to reasonable  attorneys'  fees and costs)
          dealing with the use of the  TRADEMARKS  in the LICENSED  TERRITORY on
          the LICENSED PARTS as expressly authorized by this AGREEMENT, provided
          that such claim(s) arises out of use of the TRADEMARKS on the LICENSED
          PARTS in the United  States of America or, if not in the United States
          of America,  the TRADEMARKS  have been  registered by LICENSOR for the
          LICENSED PARTS in the LICENSED  TERRITORY which is the subject of such
          claim(s),  and provided  that:  (a) prompt  written notice is given to
          LICENSOR of any such suit or claim; (b) LICENSOR shall have the option
          and right to  undertake  and  conduct the defense of any such suits or
          claims brought against LICENSEE;  and (c) no settlement of any suit or
          claim is made or  entered  into  without  the  prior  express  written
          consent of LICENSOR'S  authorized  legal counsel.  LICENSEE agrees and
          understands  that  LICENSOR  makes no  representations  or  warranties
          regarding the use of the TRADEMARKS in any LICENSED  TERRITORY outside
          the United States in connection  with those  LICENSED  PARTS for which
          the LICENSOR has not obtained and  currently  holds a valid  trademark
          registration  in such  LICENSED  TERRITORY.  Upon being advised that a
          third  party has  claimed or alleged  rights to any  TRADEMARK  in the
          LICENSED TERRITORY for the LICENSED PARTS, or upon receiving a request
          from a third party to cease manufacture,  distribution, and/or sale of
          the LICENSED  PARTS based upon such third  party's  claimed or alleged
          rights to the  TRADEMARKS in the LICENSED  TERRITORY,  LICENSEE  shall
          immediately notify LICENSOR in writing.  Upon the request of LICENSOR,
          LICENSEE agrees to cease manufacture, distribution, and/or sale of the
          LICENSED PARTS in such LICENSED TERRITORY which is the subject of such
          claim or  allegation  until such time as  LICENSOR  can  evaluate  the
          validity of the third  party's  claimed or alleged  rights and provide
          pertinent information and further direction to LICENSEE.

     8.3  Insurance.  LICENSEE  shall  acquire and maintain at its sole cost and
          expense  throughout  the Term (and any renewal term) of this AGREEMENT
          and for five years  after  termination  or  expiration,  Comprehensive
          General Liability  Insurance  including  coverages of or for products,
          completed  operations,  and contractual  liability (which specifically
          insures the hold harmless and  indemnification  provisions  under this
          AGREEMENT) at a limit of not less than  $5,000,000 on a per occurrence
          combined single limit basis for personal  injury and property  damage.
          All coverages must be underwritten by an insurance company  acceptable
          to LICENSOR and  qualified  to do business in the LICENSED  TERRITORY.
          The  insurance  policies  shall name  LICENSOR  and EMI as  additional
          insureds and not as mere  certificate  holders,  and provide  adequate
          protection for LICENSEE,  LICENSOR and EMI against any and all claims,
          demands,  causes of  action  or  damages,  including  attorneys  fees,
          arising  out of  this  AGREEMENT,  including  but not  limited  to any
          alleged defects in the LICENSED PARTS or any use thereof.

     8.4  Certificate   of  Insurance.   LICENSEE   shall  furnish  to  LICENSOR
          certificate(s)  issued by the insurance  company(ies)  that:  (a) sets
          forth the  amount of  insurance,  the policy  number,  and the date of
          expiration;  (b) names LICENSOR and EMI as additional insureds and not
          as mere certificate  holders; and (c) provides that the LICENSOR shall
          receive  thirty  (30)  days  written  notice  prior  to   termination,
          reduction,  or modification of the coverages.  LICENSEE'S  purchase of
          insurance or furnishing of the  certificate(s)  of insurance shall not
          relieve LICENSEE of any other of its obligations or liabilities  under
          this AGREEMENT.

6.   Article IX of the  AGREEMENT  is hereby  stricken  in its  entirety  and is
     replaced with the following new Article IX:

                                       IX.
                             QUALITY CONTROL/RECALL

     9.1  Quality Standards. LICENSEE agrees that the LICENSED PARTS on which it
          will use the TRADEMARKS  shall be of a standard of quality  equally as
          high as that of the  samples  provided  to  LICENSOR  for  review  and
          expressly  approved in writing by LICENSOR in accordance  with Section
          9.2  of  this  AGREEMENT.   Moreover,  the  LICENSED  PARTS  shall  be
          manufactured  according to  LICENSEE'S  standard  quality  control and
          manufacturing  procedures,  and shall  meet or exceed  all  government
          standards, regulations, guidelines, rules, laws, or the like regarding
          such product(s)  including (without  limitation),  as applicable,  the
          Consumer   Products  Safety  Act  and  Federal  Motor  Vehicle  Safety
          Standards. LICENSOR may inspect LICENSEE'S facilities at any time with
          or without prior notice. LICENSOR shall, however, use its best efforts
          not to  interfere  with  LICENSEE'S  regular  business  activities  in
          conducting such inspections.

     9.2  Submission  of  LICENSED  PRODUCT  Samples and  Collateral  Materials.
          LICENSEE  shall not  market,  promote,  sell,  and/or  distribute  any
          LICENSED  PARTS (or  Collateral  Materials,  defined  in this  Section
          below)  unless and until  such have been  submitted  to and  expressly
          approved in writing by LICENSOR.  LICENSEE shall make available,  free
          of cost, a reasonable number of samples  (generally not to exceed two)
          of  the  LICENSED  PARTS   (including  each  variation   thereof)  for
          LICENSOR'S  inspection,  testing,  and approval  prior to  production,
          marketing,   promotion,   and/or  sale  of  LICENSED  PRODUCT(S).   At
          LICENSOR'S request, LICENSEE shall also provide a reasonable number of
          samples  (generally  not to exceed  two) of  LICENSED  PARTS (and each
          variation  thereof)  at  reasonable  intervals  during  the  Term  for
          purposes  of  product  review and  quality  control  verification.  At
          LICENSOR'S  request,  samples of the  LICENSED  PARTS shall be sent by
          LICENSEE to an independent  laboratory or other test facility selected
          by LICENSOR. All costs associated with inspection and testing shall be
          borne by  LICENSEE.  Prior to use,  LICENSEE  also  agrees to  provide
          LICENSOR   samples  of  all  printed  or  electronic   medium  related
          collateral materials such as packaging,  promotional materials,  sales
          brochures,   catalogs,   advertisements,   and  any  other   materials
          (including,  without  limitation,  in the  form of  television,  cable
          television,   and/or   the   Internet)   containing   the   TRADEMARKS
          (hereinafter  "Collateral  Materials")  for LICENSOR'S  inspection and
          approval, including but not limited to all materials of any kind which
          LICENSEE desires to distribute to LICENSOR'S  vehicle  dealers.  Until
          such  time  as  LICENSOR   expressly   approves  LICENSED  PRODUCT  or
          Collateral Materials samples in writing,  such samples shall be deemed
          disapproved.

     9.3  Non-conforming  LICENSED PARTS. If at any time the LICENSED PARTS fall
          below  the  Quality  Standards  of  Section  9.1 and  this  AGREEMENT,
          LICENSEE  shall  immediately:  (a) take all necessary and  appropriate
          action   to   correct   and/or   address   such   deficiency(ies)   or
          non-conformance(s) in accordance with this Section 9.3 and Article IX;
          and  (b)  advise  LICENSOR  in  writing  of  such  deficiency(ies)  or
          non-conformance(s).  If LICENSOR first learns of such  deficiency(ies)
          or non-conformance(s), it shall give LICENSEE immediate written notice
          of the deficiency(ies) or  non-conformance(s).  In all such instances,
          LICENSEE shall promptly take the necessary steps to cause the LICENSED
          PARTS to conform to the Quality Standards within thirty (30) days from
          notice of the deficiency(ies) or  non-conformance(s).  If the LICENSED
          PARTS do not  conform to the Quality  Standards  after the thirty (30)
          day period,  LICENSOR may immediately terminate this AGREEMENT without
          any  further  notice  being  required.  If LICENSEE is working in good
          faith and needs  additional time in which to make such  corrections or
          modifications,  then  LICENSEE  may request in writing to LICENSOR (at
          LICENSOR'S sole discretion) an additional period of time not to exceed
          thirty (30) days in which to effect the corrections or  modifications.
          In addition,  if LICENSOR  discovers a defect or  inaccuracy in any GM
          TECHNOLOGY  furnished  to LICENSEE  under this  AGREEMENT,  and if any
          LICENSED  PARTS  manufactured  pursuant  to  such  GM  TECHNOLOGY  are
          subsequently  determined to be defective or inaccurate,  then LICENSEE
          shall, upon written  notification from LICENSOR,  modify such LICENSED
          PARTS to  correct  the defect or  inaccuracy  before  LICENSEE'S  next
          regularly  scheduled  manufacturing run of such LICENSED PARTS. In any
          event  and  in  both  instances,  LICENSOR  can  require  LICENSEE  to
          immediately  discontinue  the use of the TRADEMARKS in connection with
          the sale of the non-conforming LICENSED PARTS.

     9.4  Product  Recall.  LICENSEE shall bear any and all costs related to any
          product recall of LICENSED  PRODUCT(S),  whether voluntary or required
          by government or LICENSOR.  LICENSOR shall have the ability to declare
          such a recall if it determines  in good faith that any product  recall
          is necessary for any reason of public health, safety, or welfare or to
          ensure  compliance with the terms of this  AGREEMENT.  In the event of
          such a recall,  LICENSEE will consult with LICENSOR and get LICENSOR'S
          approval regarding all aspects of handling such recall.

     9.5  Consumer Inquiries.  LICENSEE will at its sole cost handle all product
          warranty and/or guarantee/satisfaction issues, response and compliance
          requirements,  and  consumer  inquiries  or  complaints  (collectively
          "Consumer  Inquiries") relative to any of the LICENSED PARTS. LICENSOR
          shall  promptly  forward to  LICENSEE  for  handling  any and all such
          Consumer  Inquiries.  Upon request by LICENSOR,  LICENSEE shall advise
          LICENSOR  in writing  of the  manner in which it handled a  particular
          Consumer  Inquiry  and  provide   LICENSOR  with  aggregate   consumer
          complaint information.

7.   Article  X of the  AGREEMENT  is hereby  stricken  in its  entirety  and is
     replaced with the following new Article X:

                                       X.
                                   TERMINATION

     10.1 Notice of  Termination  and Cure  Periods.  If LICENSEE  breaches  any
          material term or condition of this AGREEMENT,  LICENSOR shall have the
          right to  terminate  this  AGREEMENT  upon  thirty  (30) days  written
          notice,  provided that  LICENSEE  fails to cure such breach during the
          thirty (30) day  period.  If LICENSEE is working in good faith to cure
          such breach and needs additional time in which to do so, then LICENSEE
          may request in writing to LICENSOR (at LICENSOR'S sole  discretion) an
          additional  period of time not to exceed  thirty (30) days in which to
          effect  the  cure.  Such  termination  shall  be  effective  upon  the
          expiration  of such  thirty  day  period  without  further  notice  to
          LICENSEE  being  required.   LICENSOR'S   failure  to  terminate  this
          AGREEMENT  for any such breach  shall not be  construed as a waiver or
          acquiescence,   and   LICENSOR   expressly   reserves   the  right  to
          subsequently  terminate  this  AGREEMENT  for the  same  or any  other
          breach, whether of the same or different character.

     10.2 Automatic Termination. If (a) any LICENSED PRODUCT is recalled for any
          reason and LICENSEE  fails or refuses to correct the problem or defect
          which  caused the recall,  (b) LICENSEE  violates  the  non-assignment
          provisions  of  Section  11.1,   (c)  LICENSEE  files  a  petition  in
          bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy
          is filed  against  LICENSEE  or if it becomes  insolvent,  or makes an
          assignment  for  the  benefit  of its  creditor(s)  or an  arrangement
          pursuant to any bankruptcy law, or (d) LICENSEE  discontinues all or a
          significant  portion of its business or if a receiver is appointed for
          it or its business, or (e) LICENSEE commits multiple material breaches
          or repeats a material breach or default previously cured under Section
          10.1,  then  LICENSOR  in its  discretion  shall  have  the  right  to
          automatically terminate this AGREEMENT upon written notice to LICENSEE
          without any  opportunity  to cure. If the AGREEMENT is so  terminated,
          LICENSEE,   its   receivers,   representatives,    trustees,   agents,
          administrators,  successors,  or assigns  shall have no right to sell,
          exploit,  or in any way deal with any  LICENSED  PARTS or any  carton,
          container, packing or wrapping material,  advertising,  promotional or
          display material pertaining thereto.

     10.3 Other Rights Not  Prejudiced.  Termination of the AGREEMENT  under the
          provisions of Article X shall be without prejudice to any rights which
          LICENSOR may otherwise have against LICENSEE. Upon such termination or
          expiration,  all royalties theretofore earned and minimum royalties or
          advances  required  under Article V shall become  immediately  due and
          payable.

     10.4 Inventory  Statement.  Sixty (60) days before the  expiration  of this
          AGREEMENT or, in the event of its termination, ten (10) days after the
          effective date of the  termination or the happening of the event which
          terminates  this  AGREEMENT  where  there is no  opportunity  to cure,
          LICENSEE  shall provide  LICENSOR with a statement  showing the number
          and  description  of LICENSED  PARTS on hand or in  process.  LICENSOR
          shall have the right to take physical inventory to ascertain or verify
          such inventory and statement. LICENSEE'S failure or refusal to provide
          such  statement or to submit to such physical  inventory may result in
          LICENSEE'S  forfeiture of the  inventory  sell-off  rights  granted in
          Section 10.5.

     10.5 Inventory  Sell-Off  Period.  Except as otherwise  provided in Section
          10.6, upon termination or expiration of this AGREEMENT, LICENSEE shall
          have six (6) months within which to dispose of any existing  inventory
          of the LICENSED  PARTS (if the LICENSED  PARTS comply with the Quality
          Standards), and thereafter LICENSEE shall promptly discontinue the use
          of the TRADEMARKS on and in connection with such LICENSED PARTS. Sales
          under this  Section  10.5 shall  require the payment of  royalties  as
          provided  in  Section  5.2,  but such  royalties  shall not be applied
          against any other royalties (i.e.,  Earned  Royalties,  Advance and/or
          Minimum  Guaranteed  Royalties)  otherwise required in Section 5.3. In
          the event LICENSEE elects to sell LICENSED  PRODUCT under this Section
          10.5 at a price lower than  LICENSEE'S  "normal  selling price" of the
          LICENSED   PRODUCT  (as  determined  by  LICENSEE'S  prior  course  of
          business)  the gross  sales  for  calculating  Net Sales  shall be the
          higher of actual gross  invoice  price or sixty  percent  (60%) of the
          value  of the  LICENSED  PARTS  as if sold at  their  "normal  selling
          price".  All other duties and  obligations of LICENSEE shall remain in
          force during the sell-off period.

     10.6 Forfeiture of Inventory Sell-Off Period.  LICENSEE shall automatically
          forfeit all of its rights to sell off inventory under Section 10.5 if:

          A.   This  AGREEMENT is terminated  for material  breach under Section
               10.1, or because of product recall under Section 10.2(a),  or for
               multiple or repeated  material  breach(es) under Section 10.2(e);
               or,

          B.   LICENSEE  is in  breach  under  Section  10.1 or  10.2(e)  or the
               LICENSED PARTS are the subject of a recall under Section  10.2(a)
               when the Term (or renewal term) of this AGREEMENT  expires in its
               normal course.

               In such event(s),  LICENSEE shall not be permitted to sell off or
               otherwise  dispose  of any  existing  inventory  of the  LICENSED
               PARTS,  but shall be  required  to  destroy  such  inventory  and
               certify to LICENSOR in writing, signed by an officer of LICENSEE,
               that the inventory has been so destroyed.

8.   Section  11.1 of the  AGREEMENT  is hereby  stricken in its entirety and is
     replaced with the following new Section 11.1:

     11.1 Non-Assignment.  This AGREEMENT and all of the benefits,  rights,  and
          duties  hereunder  are personal to LICENSEE.  If there is a change (or
          proposed change) in the ownership, control, or direction of LICENSEE'S
          business such as (without  limitation):  through a merger with another
          entity,  a sale of  LICENSEE'S  business,  and/or any of its assets to
          another entity; through consolidation,  reorganization, formation of a
          partnership, or sale of a controlling interest in LICENSEE'S common or
          preferred stock; a change in LICENSEE'S senior or executive management
          that relates directly to the business of this AGREEMENT;  or any other
          transaction which alters LICENSEE'S business and/or structure; then in
          such event,  LICENSEE must obtain  LICENSOR'S  prior  express  written
          consent (which consent will not be unreasonably  withheld) before such
          instances  are  deemed  accepted  and  before  this  AGREEMENT  may be
          assigned,  sold,  transferred,  or otherwise affected or encumbered by
          LICENSEE or by operation of law in connection with such transaction or
          instance(s).

9.   Section  11.4 of the  AGREEMENT  is hereby  stricken in its entirety and is
     replaced with the following new Section 11.4:

     11.4 Notices  and  Payments.  Any  notices,   payment  of  fees,  or  other
          communication  required or permitted  under this AGREEMENT shall be in
          writing  and  mailed  by  first-class  mail  (or,  in  the  case  of a
          termination  notice  pursuant  to  Article  X or other  similar  legal
          notices or  communications,  by  certified  mail  and/or by  facsimile
          transmission  with  confirmation  receipt as  evidence  of delivery or
          together  with a copy mailed by  first-class  mail) to the  respective
          parties as identified below.

                  Notices to LICENSEE:

                           Eckler's Industries, Inc.
                           5200 S. Washington Avenue
                           Titusville, FL  32780
                           Attn:  Mr. Ron Anderson, Chief Operating Officer
                           Fax number:  (407) 383-2059

                  Notices  to  LICENSOR  (in  care  of its  exclusive  licensing
                  representative):

                           Equity Management Inc.
                           201 W. Big Beaver Rd., Suite 1101
                           Troy, MI  48084-4169
                           Attn:  Business Manager, GMSPO Licensing
                           Fax number:  (248) 680-9868

                  Payments  to  LICENSOR  (in  care of its  exclusive  licensing
                  representative):

                           Equity Management Inc.
                           4365 Executive Drive, Suite 1000
                           San Diego, CA  92121-2123
                           Attn: Contract Administration
                           Fax number:  (619) 558-2507

10.  Article XI of the AGREEMENT is hereby  amended to include the following new
     Sections 11.7 and 11.8:

     11.7 Standards  of  Distribution.  LICENSEE  shall be  allowed  to  market,
          distribute,  and sell LICENSED PARTS only in the DISTRIBUTION  CHANNEL
          defined in Exhibit  II.  LICENSEE  agrees that during the Term of this
          AGREEMENT it will diligently and continuously,  in accordance with its
          regular  business   practices  and  applicable   industry   standards,
          manufacture or have manufactured,  distribute,  promote,  and sell the
          LICENSED   PARTS  and  that  it  will  make  and   maintain   adequate
          arrangements  for  the  distribution  of  the  LICENSED  PARTS  in the
          DISTRIBUTION  CHANNEL.  Such arrangements  shall include,  but are not
          limited to,  participating  in LICENSOR'S  "Licensed  Parts  Reference
          Guide" and other promotional  and/or marketing programs which LICENSOR
          shall implement from time to time.

     11.8 Sales to LICENSOR. If LICENSOR or LICENSOR'S vehicle dealers desire to
          purchase  LICENSED PARTS from LICENSEE,  then LICENSEE  agrees to sell
          the LICENSED PARTS (if available) to LICENSOR and such vehicle dealers
          at a price  at least as low as its  lowest  wholesale  price to any of
          LICENSEE'S other customers.

11.  The AGREEMENT is hereby amended to include the following new Article XII:

                                      XII.
                                 RECORDS/AUDITS

     12.1 Record  Keeping.  LICENSEE  shall keep  accurate  books of account and
          records  covering all  transactions  relating to this  AGREEMENT,  and
          shall  keep  the  same  available  for at least  two (2)  years  after
          termination or expiration of the AGREEMENT.

     12.2 Audits.  LICENSOR or its nominee  (which nominee shall be bound by the
          confidentiality  provisions  of Section  11.5  herein)  shall have the
          right at all reasonable business hours upon five business days advance
          notice to  LICENSEE  to examine  said books of account and records and
          all  other  documents  and  material  in the  possession  or under the
          control of LICENSEE regarding this AGREEMENT,  and shall have free and
          full access  thereto for said  purposes  and for the purpose of making
          extracts  therefrom.  LICENSEE  must  segregate  its records in such a
          manner as to  facilitate  a complete  audit and agrees that such audit
          may be used as a basis for  settlement of charges in  accordance  with
          this AGREEMENT. If, as a result of such verification,  examination, or
          audit  of  LICENSEE'S  books,  records,   and/or  statements,   it  is
          determined that there is a deficiency or discrepancy in the payment of
          any  amounts  owed  (including  but  not  limited  to)  royalties,  to
          LICENSOR,  then  LICENSEE  must  immediately  pay such  amount owed to
          LICENSOR.  If it is determined  that such deficiency or discrepancy is
          five  percent  (5%) or  more of the  amounts  owed to  LICENSOR,  then
          LICENSEE   shall  bear  all  reasonable   expenses   related  to  such
          examination or audit by LICENSOR or its nominee.

     12.3 LICENSEE'S  Separate  Statement.  Upon LICENSOR'S  reasonable request,
          LICENSEE shall at its own expense furnish a detailed written statement
          certified by an officer of LICENSEE to be true and  accurate,  showing
          the number,  description,  gross sales price, itemized deductions from
          gross sales price, and net sales price of the LICENSED PARTS.

12.  Other than as specifically set forth in this THIRTY FOURTH  AMENDMENT,  the
     AGREEMENT  remains  unchanged  and of full force and effect;  any  conflict
     between the AGREEMENT and this THIRTY FOURTH  AMENDMENT shall be controlled
     by this THIRTY FOURTH AMENDMENT.

GENERAL MOTORS CORPORATION                  ECKLER INDUSTRIES, INC.
SERVICE PARTS OPERATIONS                    d/b/a ECKLER'S

Name: /s/ Robert D. Cheyne                  Name: /s/ Ronald W. Anderson
--------------------------                  -----------------------------
By:  Robert D. Cheyne                       By: Ronald W. Anderson
Title: Manager, Trademark Licensing         Title: Executive Vice President
Date:  March 11, 1998                       Date:  March 5, 1998