EXHIBIT 10.69

                   WHOLESALE FINANCING AND SECURITY AGREEMENT

     WHOLESALE  FINANCING AND SECURITY AGREEMENT  ("Agreement")  dated as of the
11th day of August,  1997 between VOLVO FINANCE NORTH AMERICA,  INC., a Delaware
corporation  located at 25 Philips Parkway,  Montvale,  New Jersey 07645 ("Volvo
Finance"), and First Choice Stuart 2, Inc. ("Borrower"), a corporation organized
under the laws of Florida located at 4205 South Federal Highway, Stuart, Florida
34997 with its chief  executive  office at 4205 South Federal  Highway,  Stuart,
Florida 34997 and additional places of business at 5200 South Washington Avenue,
Titusville, FL 32780.

1. STATEMENT OF PURPOSE.

     Borrower has requested Volvo Finance to make available to it loans or other
extensions of credit.

     Volvo  Finance may, at its option,  when Borrower  requests,  make loans or
otherwise  extend  credit to  Borrower  to  finance  Borrower's  acquisition  of
Products to be held as inventory for ultimate sale or lease to Borrower's retail
customers,  and make loans for such other purposes as may be mutually  agreed in
writing by Borrower and Volvo Finance, subject to the terms of this Agreement.

     Because  Borrower  and Volvo  Finance  expect  that  there may be  numerous
separate financing  transactions between Borrower and Volvo Finance, the parties
intend by this Agreement to establish a security  interest as described  herein,
to secure the Obligations of Borrower to Volvo Finance and to establish  certain
obligations of Borrower to Volvo Finance.  Accordingly, the parties hereto agree
as follows.

2. DEFINITIONS.

     As used herein,  the following terms shall have the following meanings (all
terms defined in this Article 2 or in other  provisions of this Agreement in the
singular  to have the  correlative  meanings  when used in the  plural  and vice
versa). Unless the context otherwise requires,  terms used in this Agreement but
not defined herein shall have the meanings, if any, ascribed to such terms under
the Code.

     2.1 "Code" shall mean the Uniform Commercial Code as in effect in the State
of New Jersey from time to time.

     2.2 "Collateral"  shall mean any and all Products  (including  vehicles and
goods taken in trade) and  documents  of title  thereto  (including  returned or
repossessed  Products),   chattel  paper,  accounts,  contract  rights,  general
intangibles  (including rights to receive any rebate,  return, refund or payment
of any  amounts  from any  manufacturer  or seller of any  Products  or from any
franchisor related to such Products),  instruments,  rights of set-off,  deposit
accounts,  and proceeds of any of the  foregoing,  including  Borrower's  right,
title and interest in and to insurance proceeds payable to Borrower by reason of
loss of or damage to all or any part of the foregoing.

     2.3  "Financed  Products"  shall mean  Products  on account of which  Volvo
Finance makes an advance or other extension of credit or incurs an obligation to
enable Borrower to acquire rights or use.

     2.4 "Financing Documents" shall mean this Agreement, the Financing Plan and
any other documents  delivered by Borrower in connection  herewith or therewith,
including all promissory notes and other evidences of indebtedness.

     2.5 "Financing Plan" shall mean the policies  announced in writing by Volvo
Finance and applicable from time to time concerning the acquisition or retention
of any Financed  Products,  the amounts that will be loaned for such purposes or
other purposes,  the term of any such loans and the interest,  service  charges,
curtailments and conditions thereof and any related terms or conditions, whether
such policies are contained in Volvo Finance's  publication  entitled  "Retailer
Floorplan  Program -- Rates and Terms," a finance manual or any other  document,
including any separate agreement relating to financing by Volvo Finance.

     2.6  "Obligations"  shall mean any and all direct or indirect  obligations,
contingent  or  otherwise,  of  Borrower  to Volvo  Finance,  of every  kind and
description,  now  existing or hereafter  arising,  whether  arising  under this
Agreement,  any other  Financing  Document  or  otherwise.  "Obligations"  shall
include any expenditures made on Borrower's behalf by Volvo Finance with respect
to any of Borrower's  obligations and undertakings pursuant to Article 6 hereof,
including  attorneys' fees.  "Obligations"  shall include obligations to perform
acts or refrain from taking action, as well as obligations to pay money.

     2.7 "Person"  shall mean any  individual,  corporation,  limited  liability
company,   voluntary   association,    partnership,    joint   venture,   trust,
unincorporated   organization   or  government   (or  any   authority,   agency,
instrumentality or political subdivision thereof).

     2.8 "Products" shall mean all (i) inventory now owned or hereafter acquired
by  Borrower,  including  new and used  automobiles,  trucks,  boats,  trailers,
engines, parts, accessories,  attachments and accessions, and other vehicles and
goods  and  (ii)  equipment  including  tools,  furniture,  parts,  accessories,
attachments and accessions, now owned or hereafter acquired by Borrower.

     2.9 "Security  Interest"  shall mean any  mortgage,  lien,  encumbrance  or
charge against, pledge of or interest in property granted to Volvo Finance under
Article 3 of this Agreement and shall include the meaning  ascribed to such term
by the Code and the  United  States  Bankruptcy  Code as in effect  from time to
time.

3. GRANT OF SECURITY INTEREST.

     To secure  performance  or  payment  of the  Obligations,  Borrower  hereby
assigns  and grants to Volvo  Finance a  security  interest  in the  Collateral,
whether now owned or hereafter acquired by Borrower.

4. FINANCING TERMS.

     4.1 Volvo  Finance will  announce in writing to Borrower  from time to time
its Financing Plan applicable to Borrower.

     4.2 When Borrower wishes to obtain  financing from Volvo Finance,  it shall
request such financing in accordance with applicable  procedures  established by
Volvo Finance.

     4.3 If Volvo  Finance,  at its sole  option,  agrees to  provide  financing
requested by Borrower, then such financing shall be on such terms and subject to
such  conditions as may be established in accordance  with this Agreement or the
applicable  Financing  Plan or as may otherwise be established by Volvo Finance.
Borrower shall abide by and adhere to the applicable  Financing Plan,  which may
be wholly or partly changed prospectively from time to time without prior notice
to Borrower.

     4.4  Borrower  agrees to execute and  deliver to Volvo  Finance any and all
documents,  including  promissory  notes,  and to do all acts requested by Volvo
Finance in connection  with any financing  extended by Volvo Finance to Borrower
hereunder.

     4.5 Volvo  Finance is  authorized  by Borrower  to pay the  proceeds of any
financing  hereunder  directly to the  manufacturer  or other seller of Financed
Products.

5. DISPOSITION OF FINANCED PRODUCTS.

     Borrower's possession of Financed Products shall be for the sole purpose of
storing and  exhibiting  Financed  Products for sale in the  ordinary  course of
Borrower's  business.  Financed  Products  may be sold by  Borrower  only in the
ordinary course of Borrower's business and only in accordance with the terms and
upon the conditions of the Financing Plan. In no event may a Financed Product be
sold for an amount less than the principal  balance,  plus interest and charges,
with  respect to such  Financed  Product.  Borrower  shall  receive and hold all
proceeds of any  disposition  of Financed  Products as trustee for Volvo Finance
and shall not commingle, sell, assign or otherwise dispose of all or any part of
such  proceeds  without  the prior  consent of Volvo  Finance.  Borrower  hereby
accepts  the trust so  created.  Borrower  may not  lease,  exchange  or sell on
consignment any Financed Products without the prior consent of Volvo Finance.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.

     Borrower represents, warrants and covenants to Volvo Finance as follows:

     6.1 Payment or  Performance  of Obligations -- Borrower shall pay when due,
and shall timely  observe or perform,  all  Obligations  in accordance  with the
terms  thereof.  The  obligation  of  Borrower  to pay,  observe or perform  any
Obligation  shall not be  affected  by any offset,  counterclaim  or  occurrence
whatsoever,  whether  against Volvo  Finance or any other Person,  including any
damage to, loss or destruction of, or defect in, any Collateral.

     6.2  Maintenance of Collateral -- Borrower  shall lawfully  possess and own
the Collateral free of all taxes, liens,  security  interests,  encumbrances and
charges of any kind other  than the  Security  Interest.  If  Borrower  does not
secure the release or discharge of all such taxes,  liens,  security  interests,
encumbrances  and  charges  to the  satisfaction  of Volvo  Finance,  then Volvo
Finance may, but shall have no obligation  to, pay any sums  necessary to effect
the release or discharge thereof, the sums so paid to be reimbursed hereunder by
Borrower upon demand.  Borrower  shall  maintain and preserve the  Collateral in
good  order and  condition;  shall not  permit  the  Collateral  to be wasted or
destroyed; and shall otherwise protect the Security Interest. Borrower shall not
use or  operate,  or  permit  the  use  or  operation  of,  the  Collateral  for
demonstration,  hire or otherwise  without the prior consent of Volvo Finance in
each  case;  nor shall  Borrower  in any event  use,  or permit  the use of, the
Collateral illegally or improperly.  If the Collateral shall not, in the opinion
of Volvo Finance, be maintained in good order and condition,  Volvo Finance may,
without  prejudice  to any other  rights,  give  notice to  Borrower  to put the
Collateral in good order and condition, and if Borrower does not, within 10 days
from the date of such notice,  comply with the  requirements  therein set forth,
then Volvo Finance may cause the  Collateral  (or any part thereof) to be put in
good  order and  condition,  the  expense  thereof to be paid or  reimbursed  by
Borrower upon demand.  Borrower  shall  immediately  notify Volvo Finance of any
loss of or damage to, or material  diminution in value of (including  diminution
in value through demonstration to prospective customers) or any occurrence which
adversely  affects the value of, the Collateral.  If Volvo Finance,  in its sole
discretion,  determines that there has been any such loss,  damage or diminution
in value, then Borrower shall, upon demand,  pay to Volvo Finance such amount as
Volvo Finance shall have determined  represents such loss,  damage or diminution
in value.

     6.3  Location of  Collateral  -- Except for  removal  pursuant to a sale of
Collateral in accordance with this Agreement, Borrower shall keep the Collateral
in its possession or control at one of Borrower's  places of business  specified
in this  Agreement  and consented to in advance by Volvo  Finance,  unless Volvo
Finance consents in advance to removal of such Collateral to another location.

     6.4 Taxes -- Borrower shall be liable for all taxes,  fees and  assessments
related to the  Collateral,  or the use thereof,  and shall indemnify and defend
Volvo Finance against and hold it harmless from any and all losses, liabilities,
claims, damages or expenses on account of taxes, fees or assessments,  including
penalties and interest levied or based on this Agreement,  the Collateral or the
use or operation thereof,  excepting only franchise taxes directly applicable to
Volvo Finance or taxes measured by the net income of Volvo Finance.

     6.5 Liability and Insurance -- Borrower shall  indemnify  Volvo Finance and
its directors,  officers,  employees and agents  against,  and hold each of them
harmless  from,  any and all losses,  liabilities,  claims,  damages or expenses
incurred by any of them arising out of or by reason of bodily  injury,  sickness
or  disease,  including  death,  sustained  by  any  Person,  injury  to or  the
destruction of property, and any and all other losses, accidents,  claims, suits
and expenses  whatsoever and howsoever  arising or incurred in the course of the
business  activities  carried on by Borrower or caused by or resulting  from the
actions or omissions of Borrower or caused by or resulting from the  Collateral.
Borrower assumes all risk of physical loss or damage to the Collateral and shall
provide and  maintain  insurance  evidencing  fire,  extended  coverage  perils,
vandalism and malicious mischief, collision and theft insurance in an amount not
less than the full  insurable  value of the  Collateral.  Volvo Finance shall be
named in such insurance as a loss payee,  as its interest may appear.  Borrower,
at its own expense, shall also carry public liability insurance in such form and
amounts  as Volvo  Finance  may  reasonably  require  from  time to  time.  Such
liability  insurance shall name Volvo Finance as an additional insured and shall
have  bodily  injury and  property  damage  limits of not less than the  amounts
provided in the Financing  Plan.  Insurers  hereunder  shall be subject to Volvo
Finance's prior  approval.  Borrower shall furnish to Volvo Finance the original
or complete copies of the insurance  policies  evidencing the insurance coverage
required  herein,  which  policies  shall  require that notice be given to Volvo
Finance no less than 30 days prior to cancellation.  If Borrower does not secure
any or all of the insurance required to be carried hereunder, Volvo Finance may,
but shall have no obligation to, purchase such insurance, the cost thereof to be
reimbursed  hereunder by Borrower upon demand.  Borrower  hereby  appoints Volvo
Finance its  attorney-in-fact  to make adjustments of all insurance  losses,  to
sign all  applications,  receipts,  releases and other papers  necessary for the
collection  of any such loss and any  return of  unearned  premium,  to  execute
proofs of loss,  to make  settlements  and to indorse  and  collect any check or
other item payable to Borrower issued in connection therewith.

     6.6  Records --  Borrower  shall  maintain  at its chief  executive  office
specified above full and complete  records showing the location of each Financed
Product  item at all times and  maintain at such office  accurate  and  complete
records  of  all  accounts,  chattel  paper,  cash  and  other  proceeds  of the
Collateral. Such records shall be available at all times to Volvo Finance or its
duly authorized representative for purposes of inspection, and Volvo Finance and
its  representatives  shall have free access at all reasonable  times to inspect
any item of Collateral. Borrower agrees that Volvo Finance may inspect or secure
from  any  manufacturer  or  seller  of any  Products  to  Borrower  or from any
franchisor  related  to  such  Products  at any  time  copies  of all  financial
statements and other financial data, and all other statements,  reports, records
and other  information  that Borrower  previously has furnished or may hereafter
furnish,  to any such  Person,  or that any such  Person  may have  prepared  or
obtained,  or may hereafter  prepare or obtain,  in connection with any audit or
review of  Borrower's  business by any such  Person,  and this  Agreement  shall
constitute  authorization  to all such Persons to release the foregoing to Volvo
Finance.  Borrower hereby authorizes Volvo Finance to furnish to any such Person
at any time copies of all financial statements and other financial data, and all
other  statements,   reports,   records  and  other  information  that  Borrower
previously has  furnished,  or may hereafter  furnish,  to Volvo Finance or that
Volvo Finance may have prepared or obtained, or may hereafter prepare or obtain,
in connection with any audit or review of Borrower's business by Volvo Finance.

     6.7 Financial Statements -- Borrower shall furnish to Volvo Finance as soon
as available, and in any event within 90 days after the end of each fiscal year,
a copy of the  financial  statements  of  Borrower  and  each of its  affiliates
(including  balance sheets and statements of income,  retained earnings and cash
flows) for such year,  prepared in accordance with generally accepted accounting
principles consistently applied and, except as otherwise consented to in advance
by Volvo  Finance,  audited and  certified by an  independent  certified  public
accountant in accordance with generally  accepted auditing  standards.  Borrower
shall  instruct  its  independent  auditors  to  provide  to Volvo  Finance  the
financial  statements  specified in the preceding  sentence with such  auditor's
report. Borrower shall also furnish such other periodic financial statements and
reports as shall be requested by Volvo Finance.  Borrower shall furnish to Volvo
Finance,  at the time it furnishes each set of financial  statements pursuant to
this Section 6.7, a certificate of a senior financial officer of Borrower to the
effect that no default has occurred and is continuing  under this  Agreement or,
if any default has occurred and is continuing, describing the same in reasonable
detail and  describing  the action that  Borrower has taken and proposes to take
with  respect   thereto.   Borrower  further  agrees  to  notify  Volvo  Finance
immediately  of any  material  change in the  financial  condition,  operations,
business  or  prospects  of  Borrower  or in any  information  relating  thereto
previously delivered to Volvo Finance.

     6.8 Security Interest -- Borrower shall give, sign, deliver, file or record
or use its best  efforts  to  procure,  and pay all costs  connected  with,  any
financing statement, release, termination,  subordination,  lien waiver, notice,
instrument,  agreement or other  document that may be necessary or desirable (in
the  judgment of Volvo  Finance) to create,  preserve,  perfect or validate  the
Security  Interest or its  priority or to enable  Volvo  Finance to exercise and
enforce its rights  hereunder with respect to the Security  Interest,  including
causing any or all of the Collateral or any security  interest to be transferred
of  record  into  the name of Volvo  Finance  or its  nominee  or  assignee  and
obtaining  assignments,   releases,   termination  statements  or  subordination
agreements  in favor of Volvo  Finance  from such  Persons as Volvo  Finance may
specify.  Borrower  authorizes  Volvo  Finance  to sign  and file on  behalf  of
Borrower any financing  statement or amendment  thereof necessary to perfect the
Security Interest of Volvo Finance or its nominee or assignee.  If a certificate
of title or ownership to a Financed  Product is permitted or required by law, or
if a manufacturer's  statement of origin is in effect with respect to a Financed
Product,  Borrower  shall,  upon Volvo  Finance's  request,  obtain the same and
deliver to Volvo  Finance  originals of the  certificate  of title or ownership,
together with the manufacturer's statement of origin, if any, with Volvo Finance
or its nominee or assignee  listed as  lienholder.  Without the prior consent of
Volvo Finance,  Borrower shall not file or suffer to be on file, or authorize or
permit  to be  filed  or to be on  file,  in  any  jurisdiction,  any  financing
statement or like document with respect to the Collateral in which Volvo Finance
or its nominee or assignee is not named as the sole secured party.

     6.9  Notification of Account Debtors -- Borrower agrees that at any time or
times Volvo Finance may notify any account  debtor,  any Person  obligated on an
instrument  or any  organization  with whom a deposit  account  of  Borrower  is
maintained  of the  interest  of Volvo  Finance in an  account,  chattel  paper,
general intangible,  instrument or deposit account of Borrower.  Borrower shall,
at the request of Volvo Finance,  sign any such notifications or, if Borrower is
in default under this Agreement,  any other  notifications  to account  debtors,
obligors on instruments or organizations  with whom deposit accounts of Borrower
are maintained.

     6.10 Name or Location  Change -- Borrower has notified Volvo Finance of all
names and addresses  under or at which  Borrower has  conducted  business in the
period  commencing six years prior to the execution of this Agreement.  Borrower
shall  notify  Volvo  Finance  of any  proposed  change in its  name,  identity,
ownership or structure (including, if Borrower is a partnership, any proposed or
actual change in the partners  comprising the partnership) not less than 30 days
before such change is  effective.  Borrower  shall also  promptly  notify  Volvo
Finance in advance of any proposed change of the location of its chief executive
office, its place of business and any proposed additional places of business. If
any such  name or  location  change  would,  in the  opinion  of Volvo  Finance,
adversely  affect  the  interest  of  Volvo  Finance  under  this  Agreement  or
otherwise, then Borrower shall take such action as is specified by Volvo Finance
(including signing and filing any financing statements evidencing such change).

     6.11  Fundamental  Changes -- Borrower  agrees that during the term of this
Agreement it will maintain its  existence,  will continue to be in good standing
in all  states  in  which  Borrower  conducts  business,  will not  dissolve  or
otherwise  dispose of (in one  transaction or a series of  transactions)  all or
substantially  all of its assets  (other than sales of inventory in the ordinary
course  of  Borrower's  business  and  sales of  obsolete  or worn out  tools or
equipment  no  longer  used or  useful  in  Borrower's  business)  and  will not
consolidate  with or merge  into  another  Person  or permit  one or more  other
Persons  to  consolidate  with or merge into it;  provided  that  Borrower  may,
without  violating the covenant  contained in this Section  6.11,  permit one or
more Persons merge into it,  consolidate  with or merge into another Person,  or
sell or otherwise  transfer to another  Person all or  substantially  all of its
assets as an entirety (and, in the latter two instances,  thereafter  dissolve),
provided that (i) the surviving, resulting or transferee Person, as the case may
be, shall have a net worth immediately subsequent to such consolidation,  merger
or  transfer  at  least  equal  to that of  Borrower  immediately  prior to such
consolidation,  merger or transfer;  (ii) no default  shall have occurred and be
continuing under any Financing Document  immediately prior to, as a result of or
immediately  after  such  consolidation,  merger or  transfer;  and (iii) if the
surviving,  resulting  or  transferee  Person,  as the case  may be,  is not the
Borrower, then such Person shall be a Person organized and existing under one of
the States of the United States of America (or a resident  thereof,  in the case
of an individual), shall be qualified to do business in all states in which such
Person  conducts  business and shall assume all of the  obligations  of Borrower
under this  Agreement  and confirm  Volvo  Finance's  prior  perfected  Security
Interest.  Subject  to  the  foregoing,  if  Borrower  is  a  partnership,   all
Obligations  shall  remain in force and shall  apply to and be binding  upon the
partners at the time this  Agreement is signed and any Persons who  subsequently
become  partners  in  Borrower,  notwithstanding  any  changes  in  the  Persons
comprising the  partnership.  The term "Borrower" shall include any alternate or
successor partnerships, corporations or other Persons.

     6.12 No Violation or Breach -- None of the  execution  and delivery of this
Agreement or any promissory  note or other document to which Borrower is a party
delivered in connection herewith, the consummation of the transactions herein or
therein  contemplated  or  compliance  with the terms and  provisions  hereof or
thereof  will  conflict  with or result in a breach of, or require  any  consent
under, the charter or by-laws of Borrower,  or any applicable law or regulation,
or any order, writ, injunction or decree of any court or governmental Person, or
any  agreement or document to which  Borrower is a party or by which it is bound
or to which it or its property is subject,  or  constitute  a default  under any
such  agreement or  document,  or result in the  creation or  imposition  of any
mortgage, lien, encumbrance or charge against, pledge of, or interest in, any of
the revenues or property of Borrower pursuant to the terms of any such agreement
or document.

     6.13  Transactions  with  Affiliates  -- Without the prior consent of Volvo
Finance,  Borrower shall not sell, transfer, assign or otherwise convey any item
of Collateral to any Person which controls, is controlled by, or is under common
control with Borrower.

     6.14 Litigation -- Except as disclosed to Volvo Finance in writing prior to
the date of this  Agreement,  there are not now pending or (to the  knowledge of
Borrower) threatened, nor have there been during the last three years, any legal
or arbitral proceedings or any proceedings by or before any governmental Person,
against Borrower which, if adversely  determined,  could have a material adverse
effect on the financial condition, operations, business, properties or prospects
of Borrower.  Borrower  shall promptly give to Volvo Finance notice of all legal
or arbitral  proceedings,  and of all proceedings by or before any  governmental
Person, and any material development in respect of any such proceeding affecting
Borrower,  except proceedings which in the aggregate,  if adversely  determined,
could not have a material adverse effect on the financial condition, operations,
business or prospects of Borrower.

     6.15 Full Disclosure;  Reliance -- All information  heretofore furnished by
Borrower to Volvo Finance in connection  with this Agreement or any  transaction
contemplated  hereby  was,  and all  such  information  hereafter  furnished  by
Borrower to Volvo Finance will be, true and accurate in every  material  respect
on the date as of which such information is or was stated or certified. Borrower
has disclosed to Volvo Finance in writing any and all facts  regarding  Borrower
which  are  known to  Borrower  or any of its  affiliates  or  agents  and which
materially  and  adversely  affect or may so  affect  the  financial  condition,
operations, business, properties or prospects of Borrower. Borrower acknowledges
and agrees  that the  foregoing  representations  and  warranties  and all other
representations,  warranties,  agreements, covenants and acknowledgments in this
Agreement  are  being  relied  upon by  Volvo  Finance  in  entering  into  this
Agreement.  Each  such  representation,   warranty,   agreement,   covenant  and
acknowledgment shall survive the execution of this Agreement,  the execution and
delivery of all documents  contemplated herein and shall inure to the benefit of
Volvo Finance and its successors in interest and assigns.

7. DEFAULT.

     Borrower  shall be in default under this Agreement upon happening of any of
the following events:

     7.1 Borrower shall fail to pay when due any principal of or interest on any
Obligation or any other amount  payable by it hereunder or under any  promissory
note made or indorsed by Borrower in connection herewith.

     7.2 Borrower  shall fail timely to perform or observe any other  Obligation
in accordance with its terms.

     7.3  Termination  of or failure to renew any  sales,  franchise  or similar
agreement to which  Borrower is a party,  whether by act of Borrower,  by act of
any other party to such agreement or for any other reason.
     7.4  Borrower's  death or incapacity  (if an  individual) or dissolution or
termination as a going concern.

     7.5  Borrower  shall admit in writing  its  inability  to, or be  generally
unable to, pay its debts as such debts become due.

     7.6  A  proceeding  or  case  shall  be  commenced,  with  or  without  the
application or consent of Borrower,  or Borrower shall otherwise apply,  seeking
(i)  its  liquidation,   reorganization,   dissolution  or  winding-up,  or  the
composition or  readjustment  of its debts;  (ii) the  appointment of a trustee,
receiver,  custodian,  liquidator  or  the  like  of  Borrower  or of all or any
substantial  part of its assets;  (iii) relief in respect of Borrower  under any
law  relating  to  bankruptcy,   insolvency,   reorganization,   winding-up,  or
composition  or adjustment of debts;  or (iv) Borrower shall take any action for
the purpose of effecting any of the foregoing.

     7.7 Any  representation,  warranty  or  certification  made or deemed  made
herein  (or in any  modification  or  supplement  hereto)  by  Borrower,  or any
certificate  furnished to Volvo Finance  pursuant to the  provisions  hereof (or
thereof),  shall prove to have been false or  misleading  as of the time made or
furnished in any material respect.

     7.8 Breach by  Borrower of any other  term,  condition  or covenant in this
Agreement or of any term,  condition or covenant in (i) any other  agreement now
or hereafter  entered into between  Borrower and Volvo  Finance,  including  any
Retail Operating Agreement between Borrower and Volvo Finance, or (ii) any other
Financing Document.

8. REMEDIES.

     8.1  General  -- If any of the  events of default  specified  herein  shall
occur, all Obligations due or to become due shall  automatically  accelerate and
become immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby  expressly  waived by Borrower,
and Volvo  Finance may  exercise  and shall have any and all rights and remedies
accorded to it by the Code. In addition,  Volvo Finance may require  Borrower to
assemble the  Collateral  and make it available to Volvo Finance at a reasonably
convenient  place designated by Volvo Finance.  Volvo Finance may also,  without
notice or demand and with or without  legal process or prior  judicial  hearing,
take immediate  possession of the  Collateral,  and Borrower waives any right to
notice,  demand, legal process or prior judicial hearing. Volvo Finance may take
possession of the  Collateral  wherever  found and Borrower  hereby  authorizes,
empowers and licenses Volvo  Finance,  its agents and  representatives  to enter
upon the  premises  wherever  such  property  may be located  and to remove such
property.  In connection  with the enforcement of the Security  Interest,  Volvo
Finance may take  possession of any goods  installed in, affixed to or otherwise
in or upon the Collateral at the time of  repossession,  and hold such goods for
Borrower at Borrower's  risk without any liability on the part of Volvo Finance.
Volvo Finance may sell or lease any repossessed  Collateral at public or private
sale or lease in its sole  discretion.  Borrower  agrees  that the sale by Volvo
Finance  of any new or  unused  property  repossessed  by Volvo  Finance  to the
manufacturer or seller thereof, or to any Person designated by such manufacturer
or seller, at the invoice cost thereof to Borrower less any restocking, handling
and other fees  charged by such  Person,  any credits  granted to Borrower  with
respect  thereto  and  reasonable  expenses  and  costs  of  transportation  and
reconditioning,  shall  be  deemed  to be a  commercially  reasonable  means  of
disposing of such property.  Borrower further agrees that if Volvo Finance shall
solicit  bids  from  three  or more  other  Retailers  in the  type of  property
repossessed by Volvo Finance  hereunder,  then any sale by Volvo Finance of such
property in bulk or in parcels to the bidder  submitting  the  highest  cash bid
therefor also shall be deemed to be a commercially reasonable means of disposing
of such property.  Borrower understands and agrees,  however, that such means of
disposal  shall not be exclusive  and that Volvo Finance shall have the right to
dispose of any property  repossessed  hereunder by any  commercially  reasonable
means.  Borrower  further  understands  and agrees that if the proceeds of sale,
collection  or other  realization  of or upon the  Collateral  pursuant  to this
Article 8 are  insufficient to cover the costs and expenses of such  realization
and the payment in full of the Obligations, Borrower shall remain liable for any
deficiency.  Borrower  agrees  that the notice  sent to it by any of the methods
provided  in  Section  10.1  hereof at least  five  days  before  the  action or
occurrence  described in such notice shall  constitute  reasonable  notice under
applicable law; provided, however, that if the circumstances reasonably indicate
that a shorter  period  of  notice  is  necessary,  such  shorter  period  shall
constitute  reasonable  notice under  applicable  law.  Borrower shall pay Volvo
Finance, on demand, any and all expenses,  including reasonable  attorneys' fees
and court costs,  incurred or paid by Volvo  Finance in  protecting or enforcing
any of its rights or remedies hereunder and in protecting, insuring, storing and
readying for  disposition any  Collateral.  Rights and remedies  provided for in
this Agreement are cumulative and may be exercised or enforced  successively  or
concurrently,  and shall not limit  rights or remedies  otherwise  available  to
Volvo Finance under this Agreement, any other agreement or applicable law.

     8.2 Interim  Remedies -- Without  limiting  any other rights or remedies of
Volvo Finance,  in the event  Borrower shall fail to sell a Financed  Product or
receive,  hold and remit the proceeds of a Financed  Product in accordance  with
this  Agreement or any other  Financing  Document,  Volvo Finance may, but shall
have no  obligation  to,  station an  employee or agent at  Borrower's  place of
business  to  monitor  the  Collateral  and  collect  payments  due  under  this
Agreement.  Borrower  shall  cooperate  with all  Volvo  Finance's  requests  in
connection with such monitoring and collection.  In addition,  if Borrower shall
fail to abide by and adhere to any  Financing  Document  in any  respect,  Volvo
Finance  may,  in its sole  judgment,  suspend or  terminate  any  financing  or
commitment  to provide  financing  under  this  Agreement,  the other  Financing
Documents or otherwise.

9. APPLICATION OF PAYMENTS; OFFSET.

     Borrower  waives  any right it may have to direct  the  application  of any
payments made by it to Volvo Finance,  and Volvo Finance may, at its option, set
off against and deduct any  Obligation  of Borrower from any or all sums owed by
it to Borrower.

10.  GENERAL.

     10.1 Notices -- All notices and other  communications  provided for in this
Agreement  (including any  modifications  of, or waivers or consents under, this
Agreement)  shall be in  writing  and  shall be  given or made in  person,  by a
traceable,  national  overnight  mail service or by United  States  certified or
registered mail,  return receipt  requested,  postage  prepaid,  to the intended
recipient at any address for such Person set forth  above,  or, as to any party,
at such other  address as shall be  designated by such party in a notice to each
other  party.  Except  as  otherwise  provided  in  this  Agreement,   any  such
communication  shall be deemed to have been duly given,  in the case of personal
delivery,  when it is delivered, in the case of certified or registered mail, on
the date stated in the return  receipt as the date of delivery,  or, in the case
of all other communications, when it is delivered to the national overnight mail
service.

     10.2  Amendment;  Waivers -- Except as  expressly  set forth  herein,  this
Agreement  may only be amended or modified by a document  signed by Borrower and
Volvo Finance.  No failure on the part of Volvo Finance to exercise and no delay
in  exercising,  and no course of dealing with  respect to, any right,  power or
privilege under this Agreement or any other Financing  Document shall operate as
a waiver thereof,  nor shall any single or partial exercise of any right,  power
or privilege under this Agreement or any other Financing  Document  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege.

     10.3  Assignment -- This  Agreement  shall be binding upon and inure to the
benefit of the  respective  successors and assigns of Borrower and Volvo Finance
(provided, however, that except as expressly set forth herein Borrower shall not
assign or transfer  any right,  including  any right to credit or advances  from
Volvo Finance, or delegate any obligation under this Agreement without the prior
consent of Volvo  Finance).  Any or all rights of Volvo Finance  pursuant to the
Financing  Documents or the Obligations may be freely transferred or assigned by
Volvo  Finance,  and upon such  transfer or assignment  all  references to Volvo
Finance in the  Financing  Documents  or the  Obligations  shall  include  Volvo
Finance's transferee or assignee to the extent of such assignment or transfer.

     10.4 Disclaimer of Warranty -- VOLVO FINANCE ASSUMES NO RESPONSIBILITY  FOR
AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE EXISTENCE, CHARACTER, QUALITY,
MERCHANTABILITY,  FITNESS FOR PARTICULAR PURPOSE, QUANTITY, VALUE OR DELIVERY OF
ANY   COLLATERAL.   All  such  matters  shall  be  the  exclusive   concern  and
responsibility  of Borrower and/or the seller of any Collateral to Borrower,  as
the case may be. Borrower shall not be relieved of its Obligations to any extent
whatever by reason of the failure of all or part of the Collateral to conform to
warranty or to be free of defect, by reason of any deficiency  therein of value,
quality or quantity,  or by reason of the loss,  theft or  destruction of all or
any part of the Collateral.

     10.5 Applicable Law -- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAW OF THE STATE OF NEW JERSEY.  BORROWER HEREBY SUBMITS TO
THE  NONEXCLUSIVE  JURISDICTION  OF THE  UNITED  STATES  DISTRICT  COURT FOR THE
DISTRICT OF NEW JERSEY AND OF ANY NEW JERSEY STATE COURT FOR THE PURPOSES OF ALL
LEGAL  PROCEEDINGS  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  THE
TRANSACTIONS  CONTEMPLATED  HEREBY.  BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT  ANY  SUCH  PROCEEDING  BROUGHT  IN SUCH A COURT  HAS  BEEN  BROUGHT  IN AN
INCONVENIENT  FORUM.  EACH OF  BORROWER  AND VOLVO  FINANCE  HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS  CONTEMPLATED  HEREBY.  If any  provision  hereof  is  invalid  and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other  provisions  hereof  shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of Volvo Finance in order
to carry out the  intentions of the parties  hereto as nearly as may be possible
and (ii) the  invalidity  or  unenforceability  of any  provision  hereof in any
jurisdiction  shall not affect the validity or  enforceability of such provision
or any other provision in any other jurisdiction.

     10.6 Effective Date;  Prior  Agreements -- This Agreement shall take effect
on the date first above written and shall govern the relationship of the parties
in respect to its subject  matter after such date. If Borrower and Volvo Finance
have previously  signed a security  agreement or related  financing  agreements,
such  agreements  shall not be  terminated  by this  Agreement  and the security
interest and other obligations of Borrower under such agreements shall be deemed
to have  been  continued  in this  Agreement.  In the event of any  conflict  or
inconsistency  between  this  Agreement  and any  such  prior  agreements,  this
Agreement shall control from and after its effective date.

     IN WITNESS  WHEREOF,  the parties have signed this Agreement as of the date
first above written.

VOLVO  FINANCE  NORTH  AMERICA,  INC.

By
Title

BORROWER:    First Choice Stuart 2, Inc.


By:  /s/ James Neal Hutchinson, Jr.
     James Neal Hutchinson, Jr.
Title:  Vice President