EXHIBIT 10.64

                       NISSAN MOTOR ACCEPTANCE CORPORATION
                             DEALER CAPITAL LOAN AND
                               SECURITY AGREEMENT



     Nissan Motor Acceptance Corporation ("NMAC") and B & B Florida Enterprises,
Inc., a Florida corporation, dba Stuart Nissan ("Dealer"), for good and valuable
consideration received, hereby agree as follows:

I.  LOAN

     Dealer  hereby  promises  to pay to the  order of NMAC the  maximum  sum of
$1,200,000  ("Principal") and interest at the rate of 1.75 percentage points per
annum  over the NMAC Prime Rate (as  defined in  Schedule A attached  hereto and
made a part  hereof),  but in no event more than the maximum  allowed by law, on
that portion of the Principal  remaining unpaid from time to time. The Principal
shall be payable in 59 successive monthly installments of $20,000 each, followed
by one final  installment  equal to the then unpaid  Principal,  all accrued and
unpaid  interest  and all other fees,  costs and charges due and owing under the
terms of this loan.  Installments  are  payable  monthly on the 15th day of each
month commencing on the 15th day of the month following the loan closing,  until
the Principal is paid in full. Interest accrued through the end of the preceding
month shall be payable with each  installment  of  Principal,  provided that all
unpaid  interest  accrued to the date thereof  shall be due and payable with the
last  installment  of Principal.  Payments shall be applied first to accrued and
unpaid  interest,  then to  Principal  and finally to costs,  fees,  charges and
expenses.


II. SECURITY

     As security for the payment of the Principal and interest thereon,  and for
all other  obligations and performances now or hereafter owing by Dealer to NMAC
under this Agreement and any other agreement between said parties, Dealer hereby
grants to NMAC a security interest in the following property ("Collateral"), now
owned or hereafter acquired by Dealer, and in the proceeds thereof:

         (a)      all    automobiles,    trucks,    truck-tractors,    trailers,
                  semi-trailers,   busses,  mobile  homes,  motor  homes,  other
                  vehicles and other merchandise, and all parts, accessories and
                  furnishings  used  in  connection   therewith,   now  held  or
                  hereafter  acquired by Dealer,  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 Dealer, and the proceeds of all of the foregoing;

         (c)      all accounts receivable,  chattel paper,  security agreements,
                  instruments,  contract  rights,  policies and  certificates of
                  insurance,  documents  and  general  intangibles  now  held or
                  hereafter acquired by Dealer, including all monies and credits
                  now due or to  become  due to  Dealer  from,  and  all  claims
                  against,  manufacturers  or distributors of inventory or other
                  lending  institutions,  and the proceeds of all the foregoing;
                  and

         (d)      all other assets now held or hereafter acquired by Dealer with
                  the exception of real property, exclusive of fixtures.


III.  COVENANTS, REPRESENTATIONS AND WARRANTIES

     Dealer hereby covenants, represents, warrants and agrees as follows:

     (a)  The above indebtedness arises from a loan (the "Loan") made by NMAC to
          Dealer  simultaneously  with the execution of this Dealer Capital Loan
          and Security Agreement, the proceeds of which shall be used as working
          capital of Dealer.

     (b)  Prior to the funding of the Loan, Thomas DeRita,  Jr. and Don Cook own
          51% and 49%, respectively,  of the issued and outstanding stock of the
          Dealer. Immediately following the funding of the Loan, and for so long
          as any portion of the Loan is  outstanding,  each of the persons named
          below  ("Dealer  Principals"),  respectively,  shall have an ownership
          interest in the Dealer and shall participates in the active management
          and operation of the Dealer as follows:

                                              OWNERSHIP
                           NAME               PERCENTAGE        POSITION

                  Thomas DeRita, Jr.              51%           President

                  William A. Chamberlain          34%           ___________

                  Louis V. Cianfrogna             15%            Inactive

          (c)  Additional  covenants,  representations  and warranties and other
               agreements  are set forth in  Schedule A hereto.  If there is any
               conflict  between the  provisions of this Dealer Capital Loan and
               Security  Agreement  and  those  set  forth  in  Schedule  A, the
               provisions  of this Dealer  Capital Loan and  Security  Agreement
               shall govern.  This Dealer  Capital Loan and Security  Agreement,
               together with Schedule A hereto, constitutes the entire agreement
               between  Dealer  and NMAC  with  respect  to the  subject  matter
               hereof,  and  supersedes  all prior  undertakings  and agreements
               between Dealer and NMAC with respect thereto,  including  without
               limitation any capital loan application or commitment letter.

IV.  ACCELERATION OF LOAN

     NMAC shall have the option to declare the unpaid  portion of the Principal,
and accrued and unpaid  interest  thereon,  to be  immediately  due and payable,
without demand or notice of any kind:

     (a)  in the event that either (i) any of the changes in ownership  interest
          in and active  management and operation of Dealer described in Section
          III (b), above fails to occur immediately following the funding of the
          Loan or (ii) following the occurrence of such changes, as described in
          Section III (b), above, there shall occur any further variation in the
          ownership  interest in or active  management  and  operation of Dealer
          with respect to the Dealer Principals, or

     (b)  upon the  occurrence  of an Event of Default (as defined in Schedule A
          hereto), and thereupon,  in either instance,  NMAC may exercise any or
          all of its remedies and rights set forth in Schedule A.

Dated: 10-12, 1995

B & B FLORIDA ENTERPRISES, INC.             NISSAN MOTOR ACCEPTANCE CORPORATION,
a Florida corporation, dba Stuart Nissan    a California corporation


By:  /s/ Thomas DeRita, Jr.                 By:  /s/ Mark Doi
---------------------------                 -----------------
Name:  Thomas DeRita, Jr.                   Mark Doi
Title:  President                           Corporate Manager, Commercial Credit

<PAGE>


                               SCHEDULE A TO NMAC
                   DEALER CAPITAL LOAN AND SECURITY AGREEMENT

ARTICLE I.  DEFINITIONS

         A. "Net Assets" shall mean the value of Borrower's  assets  (determined
in  accordance  with  generally  accepted  accounting   principles)  other  than
franchise  and  license  values,  goodwill,   organization  expenses,   patents,
trademarks and trade names and other intangible assets,  less the liabilities of
Borrower other than liabilities  that are  subordinated to obligations  owing by
Borrower to Nissan Motor Acceptance Corporation ("NMAC").

         B. "NMAC Prime Rate" shall mean the per annum  interest  rate from time
to time  announced by a majority of the following  New York City banks:  Bankers
Trust Company,  Chase Manhattan Bank, N.A., Chemical Bank,  Citibank,  N.A., and
Morgan  Guaranty  Trust  Company of New York,  as their  respective  Prime Rate;
provided  that if fewer  than  three of such banks have the same rate in effect,
the median of the five rates shall be the NMAC Prime Rate.  For the  purposes of
computing interest hereunder, the NMAC Prime Rate in effect on the last day of a
month shall be deemed to be such rate in effect throughout the succeeding month.

         C.  "Agreement"  shall mean this Schedule A and the Dealer Capital Loan
and Security Agreement to which this Schedule A is attached.

         D.  "Borrower"  shall  mean the Dealer who has  executed  the  attached
Dealer Capital Loan and Security Agreement with NMAC.


ARTICLE II.  REPRESENTATIONS AND WARRANTIES

         A. As  inducement  for NMAC to enter  into a  Dealer  Capital  Loan and
Security  Agreement with Borrower,  Borrower  hereby  represents and warrants to
NMAC the following:

          1.  Dealership.  Borrower is operating under a duly executed Sales and
     Service Agreement with Nissan Motor Corporation in U.S.A.,  and Borrower is
     duly authorized, licensed and franchised to operate such business.

          2. Financial Information. All balance sheets, statements of profit and
     loss and other  financial data that have been given to NMAC by or on behalf
     of Borrower are complete and correct in all material  respects,  accurately
     present the financial  condition of Borrower as of the dates  thereof,  and
     the results of its  operations for the periods for which the same have been
     furnished,  and have been prepared in accordance  with  generally  accepted
     accounting principles  consistently followed throughout the periods covered
     thereby and from period to period. Except as specifically  disclosed by the
     most recent  financial  or other  statements  furnished  by or on behalf of
     Borrower to NMAC,  Borrower  does not have  outstanding  any  indebtedness,
     direct or contingent,  other than to NMAC; none of its assets is subject to
     any security  interest,  lien or other encumbrance in favor of anyone other
     than NMAC and Borrower does not have outstanding any loan or advance to any
     individual or to any  partnership,  corporation or other entity.  There has
     been no  change  in the  assets,  liabilities  or  financial  condition  of
     Borrower from that set out in the most recent financial statements given to
     NMAC with respect to Borrower other than changes in the ordinary  course of
     business, none of which changes has been materially adverse to Borrower.

          3. Other Information. All other information,  reports, papers and data
     given to NMAC by or on behalf of Borrower  are  accurate and correct in all
     material  respects and complete insofar as completeness may be necessary to
     give NMAC a true and accurate knowledge of the subject matter.

          4. Tax  Matters.  Borrower  has  filed  all  federal,  state,  county,
     municipal  and other tax returns  required to have been filed by it and has
     paid all taxes which have become due  pursuant to such  returns or pursuant
     to any  assessment  received by it, and Borrower does not know of any basis
     for additional assessment in respect of such taxes.

          5.  Litigation.  Except as specifically  disclosed to NMAC by the most
     recent financial or other statements  furnished by or on behalf of Borrower
     to NMAC, there are no unsatisfied  liens or judgments  against Borrower nor
     is there now pending against Borrower,  nor to the knowledge of Borrower is
     there threatened,  any action, suit or proceeding at law or in equity or by
     or before any  administrative  agency  that  could have a material  adverse
     effect upon its financial condition or operations if adversely determined.

          6.  Validity  of  Agreement.  Having  due  regard  to all  outstanding
     agreements and commitments of Borrower,  and, if Borrower is a corporation,
     all restrictions  contained in its Articles or Certificate of Incorporation
     and By-Laws, or if Borrower is a partnership, all restrictions contained in
     its  Articles  or  Agreement  of  Partnership,  Borrower  has the power and
     authority  to borrow  money  from,  and pledge  its assets to,  NMAC and to
     execute  and  perform  this  Agreement;  and  Borrower  has taken all steps
     necessary to insure that this  Agreement is legally  valid and  enforceable
     against Borrower in accordance with its terms and conditions.


ARTICLE III.  COVENANTS

         A.  Borrower  hereby  covenants and agrees that until the Principal and
interest  thereon and any future  advances and interest  thereon made by NMAC to
Borrower shall have been paid in full:

          1. Legal and Other  Requirements.  Borrower shall preserve and keep in
     full force and effect its existence, rights, franchises and trade names; be
     legally authorized and otherwise  authorized by, and in good standing with,
     other  persons  necessary  to carry on its business as now  conducted,  and
     comply with,  conform to and obey all present and future laws,  ordinances,
     rules,  regulations,  orders of public  authorities and other  requirements
     applicable to it.

          2.  Protection,  Repair and  Replacement  of Property.  Borrower shall
     maintain,  preserve,  protect  and keep in good  order  and  condition  all
     property  used or useful in the  conduct of its  business  and from time to
     time  make  all  necessary  or  appropriate   repairs,   replacements   and
     improvements  thereto.  Borrower also shall permit any person designated by
     NMAC, at reasonable  times during  business  hours and as often as NMAC may
     reasonably request, to inspect such property.

          3. Taxes.  Borrower  shall pay, as and when the same shall  become due
     and  payable,  all  taxes,  assessments,  fees  and  charges  of  any  kind
     whatsoever  imposed  upon  Borrower or its  property,  and all claims which
     constitute, or if unpaid may become, a lien, charge or encumbrance upon any
     of its property.

          4. Insurance.  Borrower shall obtain and maintain insurance protecting
     its  property  against loss or physical  damage from risks,  in amounts and
     with insurers acceptable to NMAC. In addition, Borrower shall:

               (a) cause each insurance  policy issued  pursuant to the above to
          provide,  and the insurer issuing such policy to certify to NMAC, that
          (i) NMAC will be insured as its interest may appear,  (ii)  adjustment
          of losses will be subject to the  approval of NMAC,  (iii) all amounts
          payable  thereunder,  including return of unearned  premiums,  will be
          paid to NMAC for the accounts of NMAC and Borrower as their respective
          interests may appear (such  amounts to be applied to the  restoration,
          repair or replacement of property  damaged or destroyed if an Event of
          Default,  or other event for which NMAC may  exercise the remedies set
          out in Article IV (B) hereof, is not then existing,  or, at the option
          of NMAC,  to the payment of the  Principal,  interest  thereon and all
          other amounts  owing by Borrower to NMAC,  in the manner  specified in
          Article IV (F) hereof,  if any such event is then existing),  (iv) the
          interest of NMAC will be insured regardless of any breach or violation
          by Borrower of any warranties, declarations or conditions contained in
          such policy and (v) such  insurer  will  promptly  notify NMAC if such
          policy be cancelled or materially  changed for any reason  whatsoever,
          and such  cancellation  or change will not be effective as to NMAC for
          30 days after receipt by NMAC of such notice; and

               (b) deliver to NMAC copies of each such insurance policy upon the
          funding of the Loan and copies of each renewal policy not less than 30
          days  prior to the  expiration  of the  original  policy or  preceding
          renewal  policy,  as the case may be, and  receipts or other  evidence
          that the premiums thereon have been paid.

          Irrespective of Borrower's  compliance with the provisions hereof, the
          funding of the Loan shall constitute an assignment by Borrower to NMAC
          of any amounts that may become payable under any such insurance policy
          for  application  as provided  above.  NMAC may (and  Borrower  hereby
          appoints  NMAC  as  Borrower's  attorney  in  fact  so to do)  endorse
          Borrower's name upon any checks,  drafts, money orders, notes or other
          orders or instruments  for the payment of any such amounts  payable to
          or to the order of Borrower.

          5.  Financial and Other  Statements.  Borrower shall maintain full and
     complete  books of account and other records  reflecting the results of its
     operations in accordance  with  generally  accepted  accounting  principles
     applied on a  consistent  basis and shall permit any person  designated  by
     NMAC, at reasonable  times during  business  hours and as often as NMAC may
     reasonably  request, to inspect such books and records and to make extracts
     therefrom. Borrower also shall furnish to NMAC:

               (a) within 15 days after the end of each month,  or at such other
          frequency as NMAC may request from time to time,  its balance sheet as
          of the end of such month and its statement of profit and loss for such
          month in such detail as NMAC may reasonably request from time to time,
          each  certified  by Borrower (or by an employee or  representative  of
          Borrower  acceptable  to NMAC) as having been  prepared in  accordance
          with  accounting  principles  consistent  with those  reflected in the
          audited  financial  statements  of  Borrower  and  as  to  the  truth,
          accuracy, and completeness of the information contained therein.

               (b) within 120 days after the end of each of its fiscal years, or
          at such  other  frequency  as NMAC may  request  from time to time,  a
          complete, executed copy of a report of an examination of its financial
          statements made by independent,  certified public accountants selected
          by Borrower and  acceptable to NMAC,  such report to include a balance
          sheet and a statement  of profit and loss for such year in such detail
          as NMAC may  reasonably  request from time to time and an  unqualified
          opinion to the effect that such balance  sheet and statement of profit
          and loss fairly  present the  financial  condition of Borrower and the
          results of its  operations  in  conformance  with  generally  accepted
          accounting  principles applied on a consistent basis, except as may be
          described in such opinion; and

               (c) such  other  financial  or other  statements  respecting  the
          condition,  operation  and affairs of Borrower or its property as NMAC
          may from time to time reasonably request.

          6. Litigation.  Borrower shall promptly defend any action,  proceeding
     or claim affecting  Borrower or its property and shall promptly notify NMAC
     of the  institution  of any such  action,  proceeding  or claim if the same
     could  have a material  adverse  effect  upon the  financial  condition  or
     operations  of  Borrower  if  adversely  determined.  Borrower  also  shall
     promptly  notify  NMAC of the  occurrence  of any other event the effect or
     outcome of which could have such a material adverse effect.

         B.  Borrower  hereby  covenants and agrees that until the Principal and
interest  thereon and any future  advances  made by NMAC to Borrower  shall have
been paid in full, without the prior written consent of NMAC:

          1.  Indebtedness.  Borrower shall not create or have  outstanding  any
     indebtedness for money borrowed except for (i) indebtedness  owing to NMAC,
     (ii)  indebtedness  specifically  disclosed by the most recent financial or
     other statements furnished by or on behalf of Borrower to NMAC prior to the
     date of this  Agreement and that is not to be paid with the proceeds of the
     Loan,  and (iii)  indebtedness  subordinated  to all  obligations  owing by
     Borrower to NMAC.

          2. Encumbrances.  Borrower shall not create,  incur or permit to exist
     on any of its  property any security  interest,  lien or other  encumbrance
     except for (i) security interests, liens or other encumbrances in favor of,
     or  subordinated  to,  NMAC,  (ii)  security  interests,   liens  or  other
     encumbrances  specifically  disclosed by the most recent financial or other
     statements  furnished by or on behalf of Borrower to NMAC prior to the date
     of this  Agreement and that are securing  indebtedness  not to be paid with
     the  proceeds of the Loan,  (iii) liens for taxes not  delinquent  or being
     contested in good faith, (iv) liens of mechanics or materialmen  arising in
     the ordinary  course of business with respect to  obligations  that are not
     overdue or that are being contested in good faith,  and (v) liens resulting
     from  deposits  or pledges  to secure  payment  of  worker's  compensation,
     unemployment insurance, old age pensions or other social security.

          3. Guaranties.  Borrower shall not endorse,  guaranty or become surety
     for the payment of any debt or obligation of any individual, partnership or
     corporation,   directly  or  contingently,   except  for  recourse  on  the
     obligations  of retail  purchasers  of  merchandise  from  Borrower  and in
     connection  with  endorsing  checks and other  negotiable  instruments  for
     deposit and collection.

          4. Transfers,  Acquisitions,  Mergers,  etc.  Borrower shall not sell,
     exchange,  transfer or  otherwise  dispose of any of  Borrower's  property,
     except in the normal  course of  business;  buy,  rent,  lease or otherwise
     acquire property from any Dealer  Principal,  or in which any of the Dealer
     Principals has an interest,  direct or indirect;  consolidate with or merge
     into any other  business  concern or permit any other  business  concern to
     consolidate with or merge into Borrower; sell, exchange, transfer, lease or
     otherwise  dispose of all or any substantial  part of the capital assets of
     Borrower; make any payments upon or transfer any assets in satisfaction, in
     whole or in part, of any indebtedness  subordinated to any obligation owing
     to  NMAC;  or  make  or  have   outstanding,   except  loans  and  advances
     specifically  disclosed by the most recent financial statement furnished by
     Borrower to NMAC prior to the date of this  Agreement,  any loan or advance
     to any individual, partnership or corporation, purchase any security of any
     corporation or invest in the obligations of any individual,  partnership or
     corporation.

          5.  Compensation.  Borrower shall not make any loan to or increase the
     present annual  compensation  of any director,  officer,  manager or Dealer
     Principal  of  Borrower,  directly  or  indirectly,  or  permit  any of the
     foregoing to withdraw from  Borrower  money in any manner other than in the
     normal and usual course of business.

          6. Dividends. If a corporation,  Borrower shall not declare or pay any
     dividend on any shares of its capital stock, make any other distribution on
     any such  shares or retire or issue any  additional  shares of its  capital
     stock or other securities.

ARTICLE IV.  DEFAULT

         A. Events of Default.  If any of the following events (herein called an
"Event of  Default")  shall  occur,  NMAC may declare the unpaid  portion of the
Principal,  and accrued and unpaid interest thereon, and any other obligation to
NMAC with interest thereon, to be immediately due and payable, without notice or
demand to  anyone,  and may  proceed  in the  manner  set out in  Article IV (B)
hereof.

          1. Default in Payment.  Borrower fails to pay in full any  installment
     of the Principal, or interest thereon, as and when the same becomes due and
     payable.  Acceptance  of payments in arrears  shall not waive or affect any
     right to accelerate as herein provided.

          2.  Breach of  Covenant  or  Agreement.  Borrower  breaches  any other
     covenant  or  agreement  made by it  hereunder  or in any  other  agreement
     between Borrower and NMAC, whether now existing or hereafter arising.

          3. Misrepresentation.  Any representation or warranty made by Borrower
     to NMAC,  whether  set  forth in this  Agreement,  in any  other  agreement
     between Borrower and NMAC, in any report, certificate,  financial statement
     or other  statement  furnished to NMAC, or  otherwise,  shall prove to have
     been false or  misleading  in any material  respect as of the date on which
     the same was made.

          4. Default Under Other Agreements.  Any other indebtedness of Borrower
     to NMAC shall be accelerated  under the terms of the instrument  evidencing
     such indebtedness as a result of a default by Borrower, or, if payable upon
     demand, shall be demanded.

          5. Bankruptcy,  Receivership,  Insolvency.  Bankruptcy,  receivership,
     insolvency,  assignment  for  the  benefit  of  creditors,  reorganization,
     arrangement, dissolution, liquidation or other similar proceedings shall be
     instituted by or against  Borrower or all or any part of its property under
     the  laws  of  the  United  States  or of  any  state  or  other  competent
     jurisdiction.

          6.  Variance  in  Ownership  or  Management  of  Borrower.   NMAC  has
     confidence  in the integrity  and ability of the Dealer  Principals  and in
     making  the  Loan  is  relying  on such  individuals  to  continue  to have
     ownership  interest  in or be in the active  management  and  operation  of
     Borrower,  or  both,  as the  case may be,  in the  manner  set out in this
     Agreement.  In the event  there  shall be any  variation  in the  ownership
     interest in, or active  management and operation of,  Borrower with respect
     to the  Dealer  Principals,  NMAC may  declare  the  unpaid  portion of the
     Principal,  and accrued and unpaid interest thereon,  to be immediately due
     and  payable,  without  notice or demand to anyone,  and may proceed in the
     manner set out in Article IV (B) hereof.

         B. Remedies.  If an Event of Default shall occur, or in the event there
shall be any variation in the  ownership  interest in or active  management  and
operation of Borrower with respect to the Dealer  Principals,  NMAC may exercise
any one or more of the following remedies:

          1. Acceleration. NMAC may declare the unpaid portion of the Principal,
     and accrued and unpaid interest thereon, to be immediately due and payable,
     without notice or demand to anyone.

          2. Suit.  NMAC may institute  proceedings to collect the Principal and
     interest  thereon and to recover  judgment for the same and to collect upon
     such judgment out of any property of Borrower wheresoever situated.

          3.  Offset.  NMAC may  offset and apply any  monies,  credits or other
     proceeds or property of Borrower that have or may come into the  possession
     or under the control of NMAC  against any amount owing by Borrower to NMAC.
     NMAC may convert any such  proceeds or property to cash and deduct from the
     amount applied the cost of converting the same to cash.

          4. Other Remedies.  NMAC may exercise its rights as a secured creditor
     under the Uniform  Commercial  Code, and, in addition,  exercise any of the
     rights  granted it in this Article IV or elsewhere in this Agreement or any
     other  document,  instrument or agreement  executed in connection with this
     Agreement,  or  exercise  any  rights and  pursue  any  remedies  otherwise
     available to it at law or in equity.

         C.  Rights  with  Respect to  Intangibles.  In  addition  to the rights
granted to NMAC with respect to accounts,  contract  rights,  chattel paper, tax
refunds and general intangibles  (hereinafter called the "Intangibles") pursuant
to this Agreement, NMAC may:

          1. settle, adjust and compromise all present and future claims arising
     thereunder or in connection therewith;

          2.  sell,  assign,  pledge or make any other  agreement  with  respect
     thereto or the proceeds thereof; and

          3. exercise any and all other rights and remedies that NMAC would have
     with respect thereto if it were the absolute owner thereof.

          Borrower  shall  deliver  to NMAC  upon  demand,  all of its books and
     records  relating to the Intangibles and all instruments and other writings
     relating  to,  evidencing  or  constituting  all  or  any  portion  of  the
     Intangibles.

         D.  Repossession of Collateral.  NMAC may

          1.  personally,  or by agents or  attorneys,  take  possession  of the
     Collateral or any portion thereof, from Borrower, with or without notice or
     demand or process of law and free from all claims by Borrower, and for that
     purpose NMAC may enter upon  Borrower's  premises  where any of the same is
     located,  remove the same without  liability for suit, action or proceeding
     by Borrower and use in  connection  with such removal any and all services,
     supplies, aids and other facilities of Borrower, and

          2. take possession of the  Collateral,  or any portion  thereof,  free
     from all claims by Borrower,  by directing  Borrower in writing to assemble
     the  same and  deliver  the same to NMAC at any  place or  places  at which
     Borrower then  maintains  facilities  for  maintenance or storage or to any
     other  place or places  designated  by NMAC and  reasonably  convenient  to
     Borrower  and  NMAC,  in which  event  Borrower  shall  at its own  expense
     forthwith  cause the same to be moved to the place or places so  designated
     by NMAC and there  delivered to NMAC, it being  understood  that Borrower's
     obligation  so to deliver the same is of the essence of this  Agreement and
     that,   accordingly,   upon   application  to  a  court  of  equity  having
     jurisdiction,  NMAC  shall  be  entitled  to a  decree  requiring  specific
     performance by Borrower of such obligation.  NMAC may, without charge, keep
     any of the  Collateral  repossessed  by NMAC pursuant to this clause on the
     premises of Borrower  pending  further  action by NMAC.  NMAC also may take
     possession  of any or all  proceeds  arising  from the  disposition  of the
     Collateral or any portion thereof.

     E. Disposition of Collateral. NMAC may, at its option:

          1. sell the Collateral or any portion  thereof,  at one or more public
     or private sales, in such manner, at such time or times and upon such terms
     as NMAC may determine,  following  notice to Borrower  (which hereby agrees
     that any such  notice  given at least five (5) days  before the time of any
     intended  public sale,  or before the time after which private sale, of the
     Collateral,  or any portion  thereof,  is to be made,  shall be  reasonable
     notice of such sale); and/or

          2.  hold,  lease,  operate or  otherwise  use or permit the use of the
     Collateral,  or any portion thereof, in such manner, for such time and upon
     such terms as NMAC may determine, and, in connection therewith, collect and
     retain all earnings, rents, profits and other amounts due and to become due
     with respect thereto.

          Borrower  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  Borrower  less any credit  granted to  Borrower  with
     respect thereto and reasonable costs of transportation and  reconditioning,
     shall be deemed to be a commercially  reasonable  means of disposing of the
     same. Borrower 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.  Borrower further
     agrees that return by NMAC of any property to the manufacturer, distributor
     or seller  thereof in accordance  with any agreement  between  Borrower and
     such  manufacturer,   distributor  or  seller  shall  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. Nothing herein
     shall require NMAC to look to any or all of the Collateral in  satisfaction
     of Borrower's indebtedness to NMAC.

          Any  disposition  of the  Collateral  may be made on the  premises  of
     Borrower or elsewhere,  at the option of NMAC.  Borrower hereby agrees that
     NMAC may, in the  exercise of its remedies  hereunder,  use the premises on
     which the  Collateral  is located and may  exercise  all rights of Borrower
     with respect to such premises.  If Borrower is the lessee of such premises,
     Borrower  hereby  assigns  to NMAC  all of  Borrower's  right,  title,  and
     interest in and to Borrower's lease covering such premises (such assignment
     to  become  effective,  however,  only at such  time as NMAC  shall  notify
     Borrower in writing  thereof),  and Borrower agrees to use its best efforts
     to attempt to obtain any necessary consent to such assignment by the lessor
     thereof.

         F.  Application of Proceeds.  The proceeds of any sale, lease or use of
the Collateral,  less the expenses incurred by NMAC in taking, holding, selling,
leasing,  using,  preparing  for  sale or lease  and the  like,  and  reasonable
attorneys'  fees and  other  legal  expenses,  shall be  applied  by NMAC to the
partial or complete  satisfaction of any  indebtedness or obligation of Borrower
to NMAC.  NMAC shall account to Borrower for any surplus,  and Borrower shall be
liable to NMAC for any deficiency.

         G. Late Charges and Collection Expenses.  Without limiting or otherwise
affecting NMAC's remedies,  if Borrower shall fail to pay any installment of the
Principal,  when  and as  the  same  shall  become  due  and  payable,  interest
thereafter  shall  accrue  thereon  and be  payable  at a rate that is three (3)
percentage  points per annum more than the rate set forth in this Agreement (but
in no event more than the maximum rate allowed under  applicable  law) until the
same is  paid  and  Borrower  shall  pay to  NMAC,  upon  demand,  all  expenses
(including reasonable attorneys' fees and other legal expenses) incurred by NMAC
in effecting, or attempting to effect, collection.

         H. Waiver.  Borrower  hereby waives (to the extent that the same may be
waived) the benefit of all valuation, appraisement, exemption, stay of execution
and redemption laws now or hereafter in effect.

         I. Other. NMAC may exercise any other remedy specifically  granted to a
secured party under the Uniform  Commercial Code or now or hereafter existing in
equity, at law, by virtue of statute or otherwise.

ARTICLE V.  MISCELLANEOUS

         A. Prepayment. Borrower may prepay the Principal in whole or in part at
any time.  Prepayments of the Principal shall be applied to the  installments of
the  Principal  remaining  unpaid  in  inverse  order  of  their  maturity.  Any
prepayment shall not be deemed to extend or modify the repayment schedule or the
due date of the final installation.

         B.  Expenses  and Fees.  Borrower  shall  pay all  costs  and  expenses
incurred by NMAC in connection with the  preparation,  execution and delivery of
this Agreement and all other  agreements and instruments  executed in connection
herewith,  including but not limited to, fees and  disbursements  of counsel for
NMAC.

         C. Performance of Borrower's  Obligations.  Time is of the essence.  If
Borrower  shall fail to make any  payment or perform  any act  required  by this
Agreement, NMAC may, but shall not be obligated to, and without prejudice to its
rights and  remedies if it does not,  make such  payment or perform such act for
the  account and at the expense of  Borrower,  without  notice to or demand upon
Borrower and without  waiving or releasing any  obligation or default.  Borrower
shall  indemnify and hold harmless NMAC from and against all losses and expenses
(including, but not limited to, reasonable attorneys' fees) suffered or incurred
by NMAC by reason of any acts  performed  by it  pursuant to this  Section;  and
Borrower  shall pay to NMAC,  upon  demand,  all sums  expended,  or losses  and
expenses suffered or incurred,  by NMAC pursuant to this Section,  plus interest
thereon  at a rate that is three (3)  percentage  points per annum more than the
rate set forth in this  Agreement  (but in no event more than the  maximum  rate
allowed under applicable law) from the date on which such sums are expended,  or
losses and expenses suffered or incurred,  by NMAC to the date on which Borrower
reimburses NMAC therefor.

         D. Rights,  Remedies,  Powers.  Each and every right,  remedy and power
granted to NMAC under this Agreement  shall be cumulative and in addition to any
other  right,  remedy or power herein  specifically  granted or now or hereafter
existing  in  equity,  at law,  by virtue of  statute  or  otherwise  and may be
exercised by NMAC from time to time  concurrently or independently  and as often
and in such order as NMAC may deem  expedient.  Any failure or delay on the part
of NMAC in  exercising  any such  right,  remedy or  power,  or  abandonment  or
discontinuance  of steps to  enforce  the same,  shall not  operate  as a waiver
thereof or affect NMAC's right  thereafter to exercise the same,  and any single
or partial  exercise of any such right,  remedy or power shall not  preclude any
other or further exercise thereof or the exercise of any other right,  remedy or
power. In the event NMAC shall institute  proceedings to enforce any such right,
remedy or power and such proceedings shall be determined adversely to NMAC, then
Borrower  and NMAC shall be restored to their former  positions  and the rights,
remedies and powers of NMAC shall  continue as if no such  proceedings  had been
taken.

         E.  Modification,  Waiver,  Consent.  Any modification or waiver of any
provision  of this  Agreement,  or any  consent  to any  departure  by  Borrower
therefrom, shall not be effective in any event unless the same is in writing and
signed by a branch  manager or any  officer of NMAC and then such  modification,
waiver or consent shall be effective  only in the specific  instance and for the
specific  purpose  given.  Any notice to or demand on  Borrower in any event not
specifically  required of NMAC hereunder shall not entitle Borrower to any other
or further notice or demand in the same, similar or other  circumstances  unless
specifically required hereunder.

         F. Communications.  Any notice, request,  demand, consent,  approval or
other  communication  provided or  permitted  under this  Agreement  shall be in
writing and be given by personal  delivery or sent by United  States first class
mail,  postage  prepaid,  addressed  to the party for whom it is intended at its
address specified in this Agreement;  provided,  however,  that either party may
change its address for purposes of receipt of any such  communication  by giving
ten days'  written  notice of such change to the other party in the manner above
prescribed.

         Communications shall be mailed to:


<PAGE>


Dealer at:                                NMAC at:

B & B FLORIDA ENTERPRISES, INC.,          NISSAN MOTOR ACCEPTANCE CORPORATION
dba Stuart Nissan                         990 West 190th Street
                                          Torrance, CA 9502-1019
                                          Attention:  Manager, Commercial Credit
BEFORE 1/1/96:  2755 S. Federal Highway
                Stuart, Florida  34994
                   
AFTER 1/1/96:   4313 S. Federal Highway
                Stuart, Florida  34997
                Attention:  Mr. Thomas A. DeRita, Jr.

         G.  Approvals.  By  accepting  or  approving  anything  required  to be
observed or  performed  by  Borrower,  or to be given to NMAC,  pursuant to this
Agreement (including, but not limited to, any policy of insurance or any balance
sheet, statement of profit and loss or other financial statement, any Intangible
or any agreement), NMAC shall not be deemed to have warranted or represented the
sufficiency,  legality,  effectiveness  or legal  effect of the same,  or of any
term,  provision or condition  thereof and such  acceptance or approval  thereof
shall not be or constitute any warranty or  representation  with respect thereto
by NMAC.

         H.  Governing  Law.  This  Agreement  shall be deemed to have been made
under,  and shall be governed in all respects by, the laws of the state in which
Borrower's  place of  business  is  located  (as set  forth in this  Agreement),
including matters of construction, validity and performance.

         I.  Severability.  If any provision of this Agreement is prohibited by,
or is unlawful or unenforceable  under, any applicable law of any  jurisdiction,
such provision shall, as to such  jurisdiction,  be ineffective to the extent of
such prohibition without invalidating the remaining provisions hereof; provided,
however, that any such prohibition in any jurisdiction shall not invalidate such
provision  in any other  jurisdiction;  and  provided,  further,  that where the
provisions of any such  applicable law may be waived,  they hereby are waived by
Borrower  to the full  extent  permitted  by law to the end that this  Agreement
shall be deemed to be valid and binding in accordance with its terms.

         J. Applicability,  If Borrower a Proprietorship.  If Borrower is a sole
proprietorship,  the  warranties and covenants set forth herein shall apply only
to matters connected with Borrower's business herein described.

         K. Binding  Effect.  This  Agreement  shall be binding upon,  and shall
inure  to  the  benefit  of,  the  heirs,   executors,   administrators,   legal
representatives, successors and assigns of Borrower and NMAC.

          IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
     executed by their duly authorized  representatives as of the date set forth
     below.

Dated: 10-12, 1995

B & B FLORIDA ENTERPRISES,  INC.,         NISSAN MOTOR ACCEPTANCE CORPORATION, 
a Florida corporation,                    a California corporation
dba Stuart Nissan

By:  /s/ Thomas DeRita, Jr.               By:  /S/ Mark Doi
---------------------------               ------------------
Name: Thomas DeRita, Jr.                  Mark Doi
Title:  President                         Corporate Manager, Commercial Credit