EXHIBIT 10.61


                       NISSAN MOTOR ACCEPTANCE CORPORATION

                         AUTOMOTIVE WHOLESALE FINANCING
                             AND SECURITY AGREEMENT

     This Agreement  between NISSAN MOTOR ACCEPTANCE  CORPORATION,  990 W. 190th
Street, Torrance, California 90502 ("NMAC"), and FIRST CHOICE STUART 1, INC. DBA
STUART NISSAN, located at 4313 S. FEDERAL HIGHWAY,  STUART, FL 34997 ("Dealer"),
sets out the basic terms under which NMAC may  establish and maintain for Dealer
a  wholesale  line of  credit,  and make  advances  to or on  behalf  of  Dealer
thereunder,  to  finance  new  and  used  automobiles,  trucks,  truck-tractors,
trailers,  semi-trailers,  buses,  mobile homes, motor homes, other vehicles and
other merchandise for Dealer whether held by dealer for sale, lease or otherwise
as inventory, equipment or otherwise ("the Property"). It is therefore agreed as
follows:

1. ADVANCES MADE BY NMAC

NMAC at all times shall have the right, in its sole discretion, to determine the
extent to which the terms and  conditions on which,  and the period for which it
will make advances to or on behalf of Dealer,  or extend credit to Dealer,  NMAC
may at any time and from time to time in its sole discretion establish,  rescind
or change  limits or the  extent to which  financing  accommodations  under this
Agreement will be made available to Dealer.  This  Agreement  contemplates  that
NMAC may extend credit and make advances to Dealer by paying the invoice  amount
of Property  ordered by or shipped to Dealer by a  manufacturer,  distributor or
other seller of such  Property to Dealer and NMAC may pay to any such person the
invoice  amount  thereof,  and NMAC shall be fully  protected in relying in good
faith upon any invoice or advice from any  manufacturer,  distributor  or seller
that the property described therein has been ordered by or shipped to Dealer and
the invoice amount therefor is correctly  stated.  Any such payment made by NMAC
to any such manufacturer, distributor or seller shall be an advance made by NMAC
to or on behalf of Dealer  pursuant  hereto and shall be  repayable by Dealer in
accordance  with the terms  hereof.  In  addition,  NMAC may make loans or other
advances  directly to Dealer with respect to property of any type held by Dealer
for sale or lease and any such loan or other advance shall be an advance made by
NMAC to or on behalf of Dealer  pursuant hereto and shall be repayable by Dealer
in  accordance  with the terms  hereof.  NMAC from  time to time  shall  furnish
statements to Dealer of advances made by NMAC to or on behalf of Dealer pursuant
hereto.  Promptly  upon  receipt by Dealer of any such  statement,  Dealer shall
review the same and advise NMAC in writing of any  discrepancy  therein.  In the
event Dealer shall fail to advise NMAC of any  discrepancy in any such statement
within ten  calendar  days from the receipt  thereof by Dealer,  such  statement
shall be deemed to be conclusive evidence of advances by NMAC to or on behalf of
Dealer pursuant hereto unless Dealer or NMAC  establishes by a preponderance  of
evidence that such advances were not made or were made in different amounts than
as set forth in such statement.

2. INTEREST RATE AND FLAT CHARGES

All advances made by NMAC to or on behalf of Dealer  pursuant  hereto shall bear
interest from the date of advance by NMAC to the date of repayment in good funds
by Dealer at the rate  established  by NMAC  from time to time for  Dealer  (the
"Rate");  provided,  however,  that any amount not paid when due hereunder shall
bear  interest at 2% per annum in excess of the Rate,  or the  maximum  contract
rate  permitted  by law of the state  where  Dealer  maintains  its  business as
indicated  above,  whichever is the lesser.  In addition to such  interest,  the
financing of property  hereunder  shall be subject to service and insurance flat
charges ("Flat Charges")  established by NMAC from time to time for Dealer. NMAC
shall advise Dealer in writing from time to time of changes in the Rate and Flat
Charges.  Such changes in the Rate and Flat Charges shall be effective  from the
date stated in such notice; provided, however, that in the event any such notice
advises Dealer of an increase in the Rate or Flat Charges, Dealer shall have the
option of  terminating  this Agreement by paying to NMAC the full unpaid balance
outstanding under Dealer's wholesale line of credit and all other amounts due or
to become due  hereunder in good funds within ten calendar days after receipt of
such notice by Dealer,  in which event such increased Rate or Flat Charges shall
not become effective. Interest shall be calculated daily on the unpaid principal
balance  outstanding at the close of business each day. In no event shall Dealer
be obligated to pay interest for any period which  exceeds the maximum  interest
permitted by the applicable law for that period.

3. PAYMENTS BY DEALER

The aggregate amount  outstanding from time to time of all advances made by NMAC
to or on behalf of Dealer pursuant hereto shall  constitute a single  obligation
of Dealer,  notwithstanding  such advances are made from time to time,  and such
amount, or so much thereof as may be demanded, together with NMAC's interest and
Flat  Charges  with  respect  thereto,  shall be  payable by Dealer to NMAC upon
demand. Notwithstanding that NMAC shall not have demanded payment therefor, upon
any sale, lease,  transfer or other disposition of property financed pursuant to
this  Agreement,  dealer shall,  on or before the close of the next business day
following  such sale,  pay over to NMAC an amount equal to the unpaid balance of
the  amount  advanced  with  respect  to the item sold  together  with  interest
thereon;  provided,  however, that if Dealer is in default,  Dealer shall, on or
before the close of the next business day following  such sale, pay over to NMAC
the entire  proceeds of such sale, but nothing herein  contained shall be deemed
to authorize any sale of any Collateral (as hereinafter defined) while Dealer is
in default.  Dealer shall also pay to NMAC upon  demand,  the full amount of any
rebate,  refund or other credit  received by Dealer with respect to any property
financed  by NMAC  hereunder.  Dealer  shall  pay NMAC the  earned  and  accrued
interest on the unpaid  balance of all advances  made from time to time upon the
earlier of demand by NMAC or the fifteenth day of each calendar month.

4. NMAC'S SECURITY INTEREST

As security for (i) all  advances now or hereafter  made by NMAC to or on behalf
of Dealer pursuant hereto,  (ii) any other indebtedness of Dealer to NMAC now in
existence or hereafter  arising and (iii) the  observance of  performance of all
other obligations of Dealer to NMAC in connection with the financing of property
for Dealer; Dealer hereby grants to NMAC, its successors and assigns, a security
interest in the following: the "Collateral."

This financing  statement  covers the following  types (or items) of collateral,
wherever located, now owned or hereafter acquired by Debtor(s):

     A. All automobiles, trucks, truck-tractors, trailers, semi-trailers, buses,
mobile homes,  motor homes,  other vehicles and other merchandise and all parts,
accessories and furnishings, now held or hereafter acquired by Debtor, including
all goods  hereafter  added to or acquired in replacement of the foregoing,  and
the  proceeds of all of the  foregoing,  whether or not  inventory  or other and
whether or not new, used, repossessed, surrendered or other;

     B. All goods,  including  without  limitation,  all  machinery,  equipment,
tools, appliances,  trucks, motor vehicles and office furniture and fixtures now
held or hereafter acquired by Debtor, and the proceeds of all of the foregoing;

     C.  All  accounts   receivable,   chattel   paper,   security   agreements,
instruments,  contract rights,  policies and  certificates of insurance,  dealer
reserve accounts, manufacturer's statements of origin (MSO's) or certificates of
title or ownership relating to vehicles,  documents and general  intangibles now
held or hereafter  acquired by Debtor,  including all monies and credits now due
or to become  due to Debtor  from,  and all  claims  against,  manufacturers  or
distributors of inventory or other lending institutions, and the proceeds of all
of the foregoing; and

     D. All other  assets now held or  hereafter  acquired  by Debtor,  with the
exception of real property, but including fixtures.

5. DEALER'S POSSESSION AND SALE OF MERCHANDISE

Dealer's  possession of the Property  financed  pursuant hereto shall be for the
sole  purpose  of  storing  and  exhibiting  the  same  for sale or lease in the
ordinary course of Dealer's  business.  Dealer shall keep all new Property brand
new and all used Property in at least as good  condition as when it was acquired
by Dealer,  all of which shall be subject to  inspection  by NMAC.  Dealer shall
keep all such Property free from all taxes,  liens and encumbrances.  Any sum of
money that may be paid by NMAC in release or  discharge  of any taxes,  liens or
encumbrances  on any  Collateral,  or on any  documents  executed in  connection
therewith,  shall  become an  obligation  of Dealer to NMAC and shall be paid by
Dealer to NMAC upon  demand.  Dealer shall keep the  Collateral  at the premises
described  above or at such other place as NMAC may  approve in writing.  Dealer
shall not, except as expressly permitted under this paragraph 5, sell, transfer,
lease,  mortgage or otherwise  dispose of the  Collateral or any part thereof or
interest  therein,  remove the Collateral from such premises or attempt any such
sale, transfer, lease, mortgage,  removal or other disposition of the Collateral
without the prior written consent of NMAC.  Unless and until an event of default
shall have  occurred,  Dealer may sell the  Property  financed  pursuant to this
Agreement in the ordinary  course of the Dealer's  business,  but nothing herein
shall be deemed to waive or release  any  interest  NMAC may have  hereunder  or
under any other  agreement and in any proceeds of such  Property,  including any
accounts receivable, chattel paper, security agreements,  instruments,  contract
rights, documents and general intangibles.  Except as may be necessary to remove
or transport the same from a freight depot to Dealer's place of business. Dealer
shall not use or  operate,  or permit  the use or  operation  of,  any  Property
financed  hereunder  for  demonstration  or otherwise  without the express prior
written consent of NMAC in each case, and Dealer shall not in any event use such
Property illegally, improperly or for hire. Dealer shall not mortgage, pledge or
loan any of such  Property and shall not  transfer or  otherwise  dispose of the
same except by sale or lease in the ordinary course of Dealer's business. Dealer
represents  and  warrants  that it has good  title to the  Collateral,  that the
Collateral  is free and clear of all liens and  encumbrances  other  than  those
created  by this  Agreement,  that  Dealer  has  authority  to convey a security
interest  in  the  Collateral,  that  NMAC  need  not  look  behind  the  Dealer
signatories  hereto to verify such  authority,  that Dealer will comply with all
laws and regulations  affecting the  Collateral,  and that Dealer shall maintain
adequate  records for the purpose of identifying  the  disposition of any of the
Property.  As used in this paragraph 5, "sale in the ordinary course of Dealer's
business"  shall include only (i) a bona fide retail sale to a purchaser for his
own use at the fair market value of the Property  sold,  and (ii) an  occasional
sale of such  Property to another  dealer at a price not less than Dealer's cost
of the Property  sold,  provided  such sale is not a part of a plan or scheme to
liquidate  all or any portion of Dealer's  business;  and "lease in the ordinary
course of Dealer's  business"  shall  include only a bona fide lease to a lessee
for his own use at a fair rental value of the Property leased.

6. RISK OF LOSS AND INSURANCE REQUIREMENTS

Except to the extent of any insurance  proceeds  actually  received by NMAC with
respect thereto under  insurance  obtained by NMAC pursuant to this Agreement or
any other agreement,  all Property financed  hereunder shall be at Dealer's sole
risk of any loss or damage to the same.  Dealer hereby  indemnifies NMAC against
and holds  NMAC  harmless  from all  claims  for  injury or damage to persons or
property caused by the use, operation or other holding of the Collateral; and if
requested to do so by NMAC,  Dealer shall maintain at its own expense  liability
insurance  in  connection  therewith  in such  form and  amounts  and with  such
insurers as NMAC may reasonably  require from time to time. In addition,  Dealer
shall  insure  all  Collateral  financed  hereunder  that is or may be used  for
demonstration  or operated for any other purpose  against loss due to collision,
subject in each case to the deductible amounts and limitations required by NMAC.
If Dealer  fails to furnish  acceptable  evidence of any  insurance  required by
NMAC,  NMAC may, but shall not be required to, obtain such insurance at Dealer's
expense.

7. CREDITS AND SETOFFS

All funds or other  property  belonging  to NMAC and received by Dealer shall be
received by Dealer in trust for NMAC and shall be  remitted  to NMAC  forthwith.
NMAC shall at all times  have a right to offset  and apply any and all  credits,
monies or  properties  of Dealer in NMAC's  possession  or control  against  any
obligation of Dealer to NMAC.

8. INFORMATION CONCERNING DEALER

To  induce  NMAC  to  extend  financing  accommodations  hereunder,  Dealer  has
submitted  information   concerning  its  business  organization  and  financial
condition;  and Dealer hereby  certifies that the information is complete,  true
and  correct  in all  respects  and that  the  financial  information  contained
therein, and any other financial  information that may be furnished to NMAC from
time to time hereafter, does and shall fairly present the financial condition of
Dealer in accordance with generally accepted accounting  principles applied on a
consistent basis.  Dealer shall submit to NMAC (i) within 120 days after the end
of Dealer's fiscal year, a complete  statement of Dealer's  financial  condition
for that year in a form which is reasonably satisfactory to NMAC, (ii) within 15
days after the last day of each calendar  month,  a balance sheet and profit and
loss statement for that preceding month,  and (iii) any other financial  records
or reports  which NMAC may  reasonably  request.  In addition,  Dealer agrees to
notify  NMAC  immediately  of any  material  change in its  ownership,  control,
business  organization  or financial  condition or of any  information  relating
thereto previously  furnished to NMAC. Dealer acknowledges and intends that NMAC
shall rely,  and shall have the right to rely, on such  information in extending
and  continuing  to extend  financing  accommodations  to Dealer.  Dealer hereby
authorizes  NMAC  from  time to time and at all  reasonable  times  to  examine,
appraise and verify, through contacts with retail purchasers and otherwise,  the
existence and condition of all inventory, goods, documents,  commercial or other
paper  and  other  property  in  which  NMAC  has or has  had any  title,  title
retention,  lien,  security or other  interest,  and all of  Dealer's  books and
records in any way relating to its business.

9. DEFAULT

The happening of any of the following  events or conditions  shall  constitute a
default as such term is used herein:

     A. Dealer  defaults in the payment of any  indebtedness  for advances  made
hereunder  or  otherwise  due NMAC or in the  performance  of any of the  terms,
conditions or obligations of Dealer under this Agreement or any other  agreement
between NMAC and Dealer;

     B. Any warranty,  representation  or statement made or caused to be made by
Dealer in connection with this Agreement or any other agreement between NMAC and
Dealer is or becomes false or breached in any material respect;

     C. Loss, theft, damage, destruction, sale (except as permitted in paragraph
5) or  encumbrance  of the  Collateral  or the  making of any levy,  seizure  or
attachment thereon;
<PAGE>

     D. Inability of Dealer to pay debts as they mature, insolvency, appointment
of a receiver, trustee or custodian for Dealer or Dealer's property,  assignment
for the benefit of creditors by Dealer, commencement of any proceeding under any
bankruptcy or insolvency  law of the United  States,  any state or any political
subdivision thereof by or against Dealer, or an order of attachment,  execution,
sequestration  or  other  order  in  the  nature  of a  writ  is  levied  on the
Collateral;

     E. Death of the Dealer if the Dealer is a natural  person,  or death of any
partner of the Dealer if it is a partnership;

     F.  Dissolution,  merger,  or  consolidation  of  any  Dealer  which  is  a
corporation or a partnership or a transfer of all or any substantial part of the
property of any Dealer; or

     G.  Revocation,  surrender,  suspension  or  termination  of  any  license,
certificate,  franchise,  permit or any  agreement  necessary to allow Dealer to
engage in the business which it presently  conducts or which materially  affects
the ability of Dealer to carry on its business as it is presently conducted.

Whenever a default shall occur,  or at any time  thereafter,  NMAC at its option
and without  demand or notice of any kind,  may  terminate  this  Agreement  and
declare the indebtedness to be immediately due and payable.  Upon default,  NMAC
shall have all the remedies of a secured  creditor under the Uniform  Commercial
Code with respect to the Collateral and all other security pursuant to any other
agreements  between NMAC and Dealer.  Dealer  grants to NMAC, in any such event,
the right to take  possession of the  Collateral  and such other security by any
means  not  involving  a breach  of the  peace  and to sell the  same.  For such
purpose,  NMAC may enter  upon the  premises  on which the  Collateral  or other
security  may be  situated  and remove the same to such other  place as NMAC may
determine,  and Dealer  waives any notice or hearing with respect to such taking
of  possession.  Dealer  shall,  upon  NMAC's  demand,  assemble  and  make  the
Collateral  or other  security  available to NMAC at a place to be designated by
NMAC which is reasonably  convenient to both parties.  Further, NMAC may collect
all monies and credits then due or to become due to Dealer from,  and all claims
against,   manufacturers   or   distributors   of  inventory  or  other  lending
institutions.  If any notice is  required by law,  such  notice  shall be deemed
reasonably and properly given if mailed first class mail,  postage  prepaid,  to
the address of Dealer  indicated  above at least five days before the event with
respect to which notice is required.

In the event of any  default,  Dealer  shall pay all costs  incurred  by NMAC in
enforcing the terms of this  Agreement and collecting any amounts due hereunder,
including  those  incurred in bankruptcy  proceedings,  expenses of locating the
goods,  expense of any  repairs to any realty or other  property to which any of
the goods may be affixed or be a part, and reasonable  attorney's fees and legal
expenses.  The security interest granted hereunder shall be deemed to secure, in
addition to all other sums of money due  hereunder,  the  repayment  of all such
costs of collection and enforcement  and all amounts  expended by NMAC on behalf
of the Dealer. Dealer agrees that the sale by NMAC of any new or unused property
repossessed by NMAC to the  manufacturer,  distributor or seller thereof,  or to
any person  designated  by such  manufacturer,  distributor  or  seller,  at the
invoice cost to Dealer less any credit  granted to Dealer with  respect  thereto
and reasonable costs of transportation and reconditioning, shall be deemed to be
a commercially  reasonable means of disposing of the same. Dealer further agrees
that if NMAC shall  solicit bids from three or more other dealers in the type of
property  repossessed  by NMAC  hereunder,  any sale by NMAC of such property in
bulk or in parcels to the bidder  submitting the highest cash bid therefor shall
also be deemed to be a commercially  reasonable  means of disposing of the same.
Notwithstanding  the foregoing,  it is expressly  understood  that such means of
disposal  shall not be exclusive,  and that NMAC shall have the right to dispose
of any property repossessed  hereunder by any commercially  reasonable means. In
addition to all other  rights and  remedies of NMAC,  Dealer shall be liable for
the amounts by which the  indebtedness  of Dealer to NMAC hereunder shall exceed
the amount realized by NMAC from any of the Collateral and other  security,  but
nothing  herein shall  require NMAC to look to any or all of the  Collateral  in
satisfaction of Dealer's indebtedness to NMAC.

10. GENERAL

Time  shall  be of the  essence  herein.  Any  delay  on the part of NMAC in the
exercise of any right or remedy  shall not operate as a waiver  thereof,  and no
single or partial  exercise by NMAC of any right or remedy  shall  preclude  any
other or further exercise thereof or the exercise of any other right or remedy.

The word  "indebtedness"  is used  herein  in its most  comprehensive  sense and
includes any and all advances,  debts,  obligations  and  liabilities of Dealer,
heretofore,  now, or hereafter made,  incurred or created,  whether voluntary or
involuntary,  whether due or not due,  absolute  or  contingent,  liquidated  or
unliquidated,  determined  or  undetermined,  and  whether  Dealer may be liable
individually or jointly with others.
<PAGE>

Any reference  herein to NMAC shall include the  successors and assigns of NMAC.
If more than one party shall execute this  Agreement,  the term  "Dealer"  shall
mean all parties signing this Agreement, (other than NMAC) and each of them, and
all such parties shall be jointly and severally  obligated and liable hereunder.
The covenants and  conditions  of this  Agreement  shall apply to and be binding
upon the heirs, executors, administrators,  successors and assigns of Dealer and
shall inure to the benefit of NMAC, its  successors and assigns.  This Agreement
shall not be  assignable by Dealer  except with the express  written  consent of
NMAC.

The neuter pronoun when used herein shall include the masculine and the feminine
and also the plural.

Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
of this Agreement  shall be prohibited by or invalid under  applicable law, such
provision  shall be ineffective to the extent of such  prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

Dealer  further  agrees  that the  Collateral  is now and shall  continue  to be
personal  property,  notwithstanding  the manner and degree of affixation of the
Collateral to any real property.

Except as herein provided,  no modification hereof may be made except by written
instrument duly executed by, or pursuant to the express written authority of, an
executive officer of NMAC.

Dealer shall execute and deliver to NMAC promissory  notes or other evidences of
Dealer's indebtedness hereunder,  security agreements,  trust receipts,  chattel
mortgages or other security  instruments  and any other documents which NMAC may
reasonably request to confirm Dealer's  obligation to NMAC and to confirm NMAC's
security interest in any collateral by NMAC, and if NMAC so requests,  the terms
and  conditions  hereof  shall be  deemed  to be  incorporated  therein.  NMAC's
security  or other  interest  in any  Collateral  shall not be  impaired  by the
delivery to Dealer of such  Collateral  or of bills of lading,  certificates  of
origin,  invoices  or other  documents  pertaining  thereto or by the payment by
Dealer of any  curtailment,  security or other  deposit or portion of the amount
financed.  The execution by Dealer or on Dealer's behalf of any document for the
amount of any credit  extended shall be deemed  evidence of Dealer's  obligation
and not payment thereof.

NMAC may,  for and in the name of Dealer,  endorse  and  assign  any  obligation
transferred to NMAC by Dealer and any check or other medium of payment  intended
to apply upon such  obligation.  NMAC may  complete  any blank space and fill in
omitted information on any document or paper furnished to it by Dealer.

Unless the context  clearly  requires,  the terms used herein shall be given the
same meaning as ascribed to them under the provisions of the Uniform  Commercial
Code.

Section  headings  are inserted  for  convenience  only and shall not affect any
construction  or  interpretation  of this  Agreement.  This  Agreement  shall be
interpreted  in accordance  with the laws of the state of the Dealer's  place of
business indicated above.

11. EFFECTIVE DATE AND TERMINATION

This Agreement  shall become  effective on the date NMAC first extends credit to
Dealer  hereunder  and shall be binding on Dealer and NMAC and their  respective
successors  and assigns  from such date until  terminated  by receipt of written
notice  by  either  party  from  the  other,  provided,  however,  that any such
termination shall not relieve either party from any obligation incurred prior to
the effective date thereof,  nor shall it affect the security  interest  granted
hereunder   which  shall  continue  until  all   outstanding   obligations   and
indebtedness of Dealer to NMAC are satisfied in full. Such termination shall not
affect the obligations of any guarantor of the  obligations and  indebtedness of
the Dealer hereunder.

Dated: 7-21-97

FIRS CHOICE STUART 1, INC.        NISSAN MOTOR ACCEPTANCE CORPORATION
DBA STUART NISSAN
4313 S. FEDERAL HIGHWAY
STUART, FL 34997

By: /s/ Gary R. Smith              By:    /s/ Mark Doi
---------------------              --------------------
Gary R. Smith                      Mark Doi
President                          Senior Manager, Commercial Credit