EXHIBIT 10.66

                  DEALER EQUIPMENT LOAN AND SECURITY AGREEMENT


THIS  EQUIPMENT  LOAN AND SECURITY  AGREEMENT  ("AGREEMENT")  IS EXECUTED BY AND
BETWEEN B & B FLORIDA  ENTERPRISES,  INC.,  A FLORIDA  CORPORATION,  DBA  STUART
NISSAN  ("BORROWER"),  AND NISSAN  MOTOR  ACCEPTANCE  CORPORATION,  A CALIFORNIA
CORPORATION  ("NMAC").  IN  CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS
HEREIN CONTAINED, THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:

1. LOAN.  SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,  NMAC
AGREES TO MAKE  ADVANCES  (AS  DEFINED  BELOW) TO  BORROWER  (COLLECTIVELY,  THE
"LOAN") IN AGGREGATE PRINCIPAL AMOUNT NOT IN EXCESS OF $250,000.00. THE PROCEEDS
OF THE LOAN MADE  HEREUNDER  SHALL BE USED SOLELY FOR THE PURCHASE OF EQUIPMENT,
MACHINERY AND FURNITURE TO BE USED IN THE OPERATION OF BORROWER'S  BUSINESS,  AT
THAT CERTAIN DEALERSHIP COMMONLY KNOWN AS STUART NISSAN.

     1.1  ADVANCES.  AT ANY TIME AND FROM  TIME TO TIME  FROM  NOVEMBER  1, 1995
THROUGH  JANUARY  31,  1996 (THE "DRAW  PERIOD"),  BORROWER  MAY SUBMIT  WRITTEN
REQUESTS  TO  LENDER  FOR  DISBURSEMENT  OF  PROCEEDS  OF THE  LOAN  (EACH  SUCH
DISBURSEMENT AN "ADVANCE"). EACH REQUEST FOR AN ADVANCE SHALL SPECIFY THE AMOUNT
OF THE REQUESTED ADVANCE (WHICH, WHEN ADDED TO THE OUTSTANDING PRINCIPAL BALANCE
OF THE  LOAN AS OF THE  DATE OF THE  REQUESTED  ADVANCE,  SHALL  NOT  CAUSE  THE
AGGREGATE  PRINCIPAL  BALANCE  OF THE LOAN TO EXCEED  $250,000),  SHALL  INCLUDE
INSTRUCTIONS  FOR  WIRING OR  OTHERWISE  DISBURSING  THE  ADVANCE,  AND SHALL BE
ACCOMPANIED  BY (A) A BILL OF SALE FOR EACH  ITEM OF  EQUIPMENT,  MACHINERY  AND
FURNITURE  PURCHASED BY BORROWER FOR WHICH BORROWER IS REQUESTING THE ADVANCE AS
REIMBURSEMENT,  (B) A SIGNED UCC AMENDMENT  SATISFACTORY TO LENDER DESCRIBING IN
DETAIL (INCLUDING SERIAL NUMBERS) ALL SUCH EQUIPMENT, MACHINERY AND FURNITURE AS
ADDITIONAL  COLLATERAL (AS DEFINED BELOW), (C) A SIGNED AMENDMENT OF OR ADDITION
TO SCHEDULE A ATTACHED HERETO  DESCRIBING IN DETAIL  (INCLUDING  SERIAL NUMBERS)
ALL NEW COLLATERAL, AND (D) SUCH OTHER DOCUMENTS,  INSTRUMENTS AND AGREEMENTS AS
LENDER MAY REASONABLY REQUEST. ONCE ADVANCED, LOAN PROCEEDS CANNOT BE REPAID AND
REBORROWED.

2. PAYMENTS OF INTEREST AND PRINCIPAL.  FOR VALUE  RECEIVED,  BORROWER AGREES TO
PAY TO THE ORDER OF NMAC THE TOTAL  PRINCIPAL  AMOUNT OF $250,000 OR SUCH LESSER
SUM AS IS  OUTSTANDING  HEREUNDER,  PLUS  INTEREST  THEREON AT THE INTEREST RATE
DEFINED BELOW.

     2.1  INTEREST.  THE LOAN  SHALL  BEAR  INTEREST  AT A  VARIABLE  RATE  (THE
"INTEREST RATE") THAT IS ONE AND THREE-QUARTERS  PERCENT (1.75%) PER ANNUM ABOVE
THE PER ANNUM  INTEREST  RATE FROM TIME TO TIME  ANNOUNCED  BY A MAJORITY OF THE
FOLLOWING NEW YORK CITY BANKS:  THE CHASE MANHATTAN BANK,  N.A.;  CHEMICAL BANK;
CITIBANK,  N.A.; BANKERS TRUST COMPANY; AND MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, AS THEIR RESPECTIVE PRIME RATES (THE "NMAC 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  THE
INTEREST RATE, 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.  IN NO EVENT
SHALL THE  INTEREST  PROVIDED  FOR HEREIN  EXCEED THE MAXIMUM  PERMITTED BY LAW,
WHICH THE PARTIES  RECOGNIZE MAY CHANGE FROM TIME TO TIME.  THE INTEREST RATE ON
THE DATE OF EXECUTION OF THIS AGREEMENT IS 10.50% PER ANNUM.

     2.2 PAYMENTS OF INTEREST AND PRINCIPAL. DURING THE DRAW PERIOD, PAYMENTS OF
ACCRUED  INTEREST  ONLY  SHALL BE MADE AS  BILLED,  BASED  UPON THE  OUTSTANDING
PRINCIPAL  BALANCE OF THE LOAN AS OF THE LAST DAY OF EACH CALENDAR  MONTH.  EACH
SUCH INTEREST  PAYMENT SHALL BE DUE ON THE FIFTEENTH DAY OF EACH CALENDAR MONTH,
COMMENCING  DECEMBER  15,  1995.  THE  PRINCIPAL  AMOUNT  OF  THE  LOAN  BALANCE
OUTSTANDING  AS OF THE END OF THE DRAW  PERIOD  SHALL BE  PAYABLE  IN 59  EQUAL,
SUCCESSIVE  MONTHLY  INSTALLMENTS  OF  PRINCIPAL  (CALCULATED  ON THE BASIS OF A
60-MONTH AMORTIZATION PERIOD), PLUS ACCRUED INTEREST (COLLECTIVELY, THE "MONTHLY
INSTALLMENTS"),  PLUS  ONE  FINAL  PAYMENT  OF THE  OUTSTANDING  BALANCE  OF ALL
PRINCIPAL AND ACCRUED  INTEREST,  PLUS ANY COSTS,  FEES AND CHARGES THEN DUE AND
UNPAID (THE "FINAL PAYMENT").  MONTHLY  INSTALLMENTS SHALL BE DUE AND PAYABLE AS
BILLED ON THE FIFTEENTH OF EACH MONTH, BEGINNING ON FEBRUARY 15, 1996. THE FINAL
PAYMENT SHALL BE DUE AND PAYABLE AS BILLED ON JANUARY 15, 2001.

3. GRANT OF SECURITY  INTEREST.  AS SECURITY FOR THE PROMPT  PAYMENT OF THE LOAN
AND  ANY  EXTENSIONS,  RENEWALS  OR  AMENDMENTS  THEREOF,  AND THE  PAYMENT  AND
PERFORMANCE OF ALL OTHER  OBLIGATIONS OF BORROWER TO NMAC UNDER THIS  AGREEMENT,
INCLUDING OBLIGATIONS OF PERFORMANCE AS WELL AS OBLIGATIONS OF PAYMENT, BORROWER
HEREBY  ASSIGNS AND PLEDGES TO NMAC,  AND GRANTS TO NMAC A SECURITY  INTEREST IN
THE PROPERTY  DESCRIBED IN SCHEDULE A ATTACHED HERETO,  AND IN ANY AMENDMENTS OR
ADDITIONS TO SUCH SCHEDULE A,  TOGETHER WITH ALL PRESENT AND FUTURE  ATTACHMENTS
AND  ACCESSORIES  TO  SUCH  PROPERTY  AND  REPLACEMENTS  AND  PROCEEDS  THEREOF,
INCLUDING  AMOUNTS  PAYABLE  UNDER ANY  INSURANCE  POLICIES  PERTAINING  TO SUCH
PROPERTY  (ALL  OF  WHICH  ARE  HEREAFTER   REFERRED  TO   COLLECTIVELY  AS  THE
"COLLATERAL").

4. REPRESENTATIONS AND WARRANTIES. BORROWER HEREBY REPRESENTS AND WARRANTS THAT:

     4.1 THE COLLATERAL DOES NOT COMPRISE A PART OF BORROWER'S  INVENTORY AND IT
WILL ONLY BE USED BY BORROWER IN  BORROWER'S  BUSINESS  AND WILL NOT BE HELD FOR
SALE OR  LEASE,  OR  REMOVED  FROM THE  PREMISES  WHERE  PRESENTLY  LOCATED,  OR
OTHERWISE DISPOSED OF BY BORROWER WITHOUT NMAC'S PRIOR WRITTEN CONSENT.

     4.2 THE  LIEN  AND  SECURITY  INTEREST  GRANTED  TO NMAC IN THE  COLLATERAL
CONSTITUTES AND SHALL AT ALL TIMES CONSTITUTE A FIRST LIEN THEREON;  BORROWER IS
THE ABSOLUTE OWNER OF THE COLLATERAL WITH FULL RIGHT TO PLEDGE,  SELL,  TRANSFER
AND  CREATE A  SECURITY  INTEREST  IN THE  SAME,  FREE AND  CLEAR OF ANY AND ALL
CLAIMS,  ENCUMBRANCES AND ADVERSE  INTERESTS;  AND BORROWER WILL FOREVER WARRANT
AND, AT NMAC'S REQUEST, DEFEND THE SAME FROM ALL CLAIMS AND DEMANDS OF ALL OTHER
PERSONS

     4.3 BORROWER  HAS FULL  AUTHORITY  TO ENTER INTO THIS  AGREEMENT  AND IN SO
DOING IS NOT VIOLATING ANY LAW OR  REGULATION,  OR AGREEMENT WITH THIRD PARTIES,
AND BORROWER HAS TAKEN ALL SUCH ACTION AS MAY BE  NECESSARY  OR  APPROPRIATE  TO
MAKE THIS AGREEMENT BINDING UPON IT; AND

     4.4 ALL INFORMATION HERETOFORE,  HEREIN OR HEREAFTER SUPPLIED TO NMAC BY OR
ON BEHALF OF BORROWER WITH RESPECT TO THE COLLATERAL IS TRUE AND CORRECT.

5.       COVENANTS BY BORROWER.

     5.1 BORROWER  AGREES:  (A) TO MAINTAIN THE COLLATERAL IN GOOD CONDITION AND
REPAIR AND TO TAKE ALL OTHER ACTION THAT MAY BE NECESSARY TO MAINTAIN,  PRESERVE
AND PROTECT THE  COLLATERAL,  (B) NOT TO SELL,  LEASE OR  OTHERWISE  TRANSFER OR
DISPOSE OF ALL OR ANY PART OF THE COLLATERAL OR ANY INTEREST THEREIN WITHOUT THE
PRIOR WRITTEN  CONSENT OF NMAC; (C) NOT TO CREATE,  INCUR OR PERMIT TO EXIST ANY
SECURITY  INTEREST,  LIEN  OR  OTHER  ENCUMBRANCE  UPON  ALL OR ANY  PART OF THE
COLLATERAL,  OR ANY INTEREST  THEREIN,  EXCEPT IN FAVOR OF NMAC; (D) WITHOUT THE
PRIOR WRITTEN CONSENT OF NMAC, REMOVE ALL OR ANY PART OF THE COLLATERAL FROM THE
PREMISES WHERE PRESENTLY LOCATED.

     5.2 BORROWER AGREES TO COMPLY WITH ALL LAWS AND  REGULATIONS  APPLICABLE TO
THE COLLATERAL OR ANY PART THEREOF OR TO THE OPERATION OF BORROWER'S BUSINESS.

     5.3 BORROWER AGREES TO MAINTAIN INSURANCE,  WITH SUCH INSURANCE  COMPANIES,
IN SUCH  AMOUNTS AND  COVERING  SUCH RISKS AS ARE AT ALL TIMES  SATISFACTORY  TO
NMAC.  ALL POLICIES  COVERING THE  COLLATERAL ARE TO BE MADE PAYABLE TO NMAC, IN
CASE OF LOSS,  UNDER A STANDARD  NON-CONTRIBUTORY  "LENDER'S" OR "SECURED PARTY"
CLAUSE.

     5.4 AS SOON AS PRACTICABLE, AND IN ANY EVENT WITHIN TEN (10) DAYS, BORROWER
SHALL NOTIFY NMAC OF: (A) ANY  ATTACHMENT OR OTHER LEGAL PROCESS  LEVIED AGAINST
ANY OF THE COLLATERAL;  (B) ANY  SUBSTANTIAL  CHANGE IN THE COLLATERAL OR OF THE
OCCURRENCE OF ANY EVENT WHICH MAY IN ANY MANNER  MATERIALLY AND ADVERSELY AFFECT
THE VALUE OF THE  COLLATERAL  OR THE RIGHTS AND  REMEDIES  OF NMAC WITH  RESPECT
THERETO;  AND (C) THE REMOVAL OF ANY OF THE  COLLATERAL TO A NEW LOCATION  OTHER
THAN THE DEALERSHIP  ADDRESS.  ANY NOTICE DELIVERED PURSUANT TO THIS SECTION 5.4
SHALL SET FORTH THE NATURE OF SUCH EVENT AND THE ACTION WHICH BORROWER  PROPOSES
TO TAKE WITH RESPECT THERETO.

     5.5 IN THE EVENT THAT BORROWER  FAILS TO PERFORM ANY  OBLIGATION  SET FORTH
HEREIN,  NMAC MAY, BUT SHALL NOT BE OBLIGATED TO, PERFORM THE SAME, AND THE COST
THEREOF  SHALL BE PAYABLE BY BORROWER TO NMAC ON DEMAND AND SHALL BEAR  INTEREST
AT THE INTEREST RATE.

6. EVENTS OF DEFAULT. THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL CONSTITUTE AN
"EVENT OF DEFAULT" HEREUNDER:

     6.1  BORROWER  FAILS TO MAKE ANY PAYMENT  WHEN DUE, OR FAILS TO PERFORM ANY
OBLIGATION,  UNDER THIS AGREEMENT OR UNDER ANY OTHER  INDEBTEDNESS  TO NMAC, AND
SUCH FAILURE  REMAINS  UNCURED FOR TEN (10)  BUSINESS DAYS OR MORE AFTER WRITTEN
NOTICE THAT SUCH PAYMENT WAS NOT MADE OR SUCH OBLIGATION WAS NOT PERFORMED; OR

     6.2 ANY  REPRESENTATION  OR WARRANTY  CONTAINED IN THIS AGREEMENT PROVES TO
HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE; OR

     6.3 BORROWER OR ANY GUARANTOR IS DISSOLVED,  LIQUIDATED OR  TERMINATED,  OR
ALL OR SUBSTANTIALLY  ALL OF THE ASSETS OF BORROWER OR ANY GUARANTOR ARE SOLD OR
OTHERWISE TRANSFERRED WITHOUT NMAC'S PRIOR WRITTEN CONSENT; OR

     6.4  BORROWER OR ANY  GUARANTOR  IS THE SUBJECT OF AN ORDER FOR RELIEF BY A
BANKRUPTCY  COURT, OR IS UNABLE OR ADMITS ITS INABILITY TO PAY ITS DEBTS AS THEY
MATURE, OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS;  OR BORROWER OR ANY
GUARANTOR  APPLIES FOR OR CONSENTS TO THE APPOINTMENT OF ANY RECEIVER,  TRUSTEE,
CUSTODIAN, CONSERVATOR,  LIQUIDATOR,  REHABILITATOR OR SIMILAR OFFICER FOR IT OR
ANY PART OF ITS PROPERTY;  OR ANY  RECEIVER,  TRUSTEE,  CUSTODIAN,  CONSERVATOR,
LIQUIDATOR,   REHABILITATOR   OR  SIMILAR  OFFICER  IS  APPOINTED   WITHOUT  THE
APPLICATION OR CONSENT OF BORROWER OR ANY GUARANTOR, AS THE CASE MAY BE, AND THE
APPOINTMENT CONTINUES UNDISCHARGED AND UNSTAYED FOR 60 OR MORE DAYS.

7. ACCELERATION AND OTHER REMEDIES. UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT,
NMAC MAY, AT ITS OPTION AND IN ITS ABSOLUTE DISCRETION,  WITH OR WITHOUT FURTHER
NOTICE TO BORROWER, DO ANY OR ALL OF THE FOLLOWING:

     7.1 BY WRITTEN  NOTICE TO BORROWER,  DECLARE THE  PRINCIPAL OF THE NOTE AND
ALL OTHER AMOUNTS OWING UNDER THIS AGREEMENT, TOGETHER WITH ALL ACCRUED INTEREST
AND OTHER AMOUNTS  OWING IN  CONNECTION  THEREWITH,  TO BE  IMMEDIATELY  DUE AND
PAYABLE, REGARDLESS OF ANY OTHER SPECIFIED DUE DATE;

     7.2 TERMINATE ALL COMMITMENTS TO MAKE LOANS OR OTHERWISE EXTEND OR CONTINUE
CREDIT TO BORROWER;

     7.3  FORECLOSE OR OTHERWISE  ENFORCE THE SECURITY  INTERESTS  CREATED UNDER
THIS AGREEMENT IN ANY MANNER PERMITTED BY LAW;

     7.4 SELL,  ASSIGN,  LEASE,  OR OTHERWISE  DISPOSE OF ALL OR ANY PART OF THE
COLLATERAL AT ONE OR MORE PUBLIC OR PRIVATE SALES, IN LOTS OR IN BULK, FOR CASH,
ON CREDIT OR OTHERWISE, WITH OR WITHOUT REPRESENTATIONS OR WARRANTIES,  AND UPON
SUCH TERMS AND IN SUCH  MANNER AS NMAC SHALL  DETERMINE  IN THE  EXERCISE OF ITS
SOLE AND ABSOLUTE DISCRETION;

     7.5 ENTER ANY PREMISES  WHERE ANY COLLATERAL MAY BE LOCATED FOR THE PURPOSE
OF  SECURING,  PROTECTING,  INVENTORYING,   APPRAISING,  INSPECTING,  REPAIRING,
PRESERVING, STORING OR TAKING POSSESSION OF SUCH COLLATERAL;

     7.6  TAKE  POSSESSION  OF ANY OR ALL  COLLATERAL  AND TO  REMOVE  FROM  ANY
PREMISES  WHERE ANY  COLLATERAL  MAY BE LOCATED THE  COLLATERAL  AND ANY AND ALL
DOCUMENTS, INSTRUMENTS, FILES AND RECORDS RELATING TO THE COLLATERAL;

     7.7 REQUIRE  BORROWER TO ASSEMBLE THE  COLLATERAL  AND MAKE IT AVAILABLE TO
NMAC AT SUCH PLACES AS NMAC MAY DESIGNATE;

     7.8 EXERCISE  ANY AND ALL OTHER  RIGHTS AND REMEDIES  THAT NMAC MAY HAVE IN
ANY  JURISDICTION  WHERE  ENFORCEMENT  OF THIS  AGREEMENT IS SOUGHT,  INCLUDING,
WITHOUT  LIMITATION,  ALL  RIGHTS  AND  REMEDIES  OF A SECURED  PARTY  UNDER ANY
APPLICABLE UNIFORM COMMERCIAL CODE.

BORROWER  EXPRESSLY  WAIVES  ANY RIGHT TO DIRECT THE ORDER AND MANNER OF SALE OF
ANY COLLATERAL.  NMAC OR ANY PERSON ON NMAC'S BEHALF MAY BID AND PURCHASE AT ANY
SUCH SALE OR OTHER  DISPOSITION.  BORROWER AND ANY OTHER  PERSON THEN  OBLIGATED
THEREFOR  SHALL PAY TO NMAC ON DEMAND ANY  DEFICIENCY  WITH REGARD THERETO WHICH
MAY REMAIN  AFTER SUCH  SALE,  DISPOSITION,  COLLECTION  OR  LIQUIDATION  OF THE
COLLATERAL.  NMAC WILL SEND OR OTHERWISE MAKE  AVAILABLE TO BORROWER  REASONABLE
NOTICE OF THE TIME AND PLACE OF ANY  PUBLIC  SALE  THEREOF  OR OF THE TIME ON OR
AFTER WHICH ANY PRIVATE SALE THEREOF IS TO BE MADE.  THE  REQUIREMENT OF SENDING
REASONABLE  NOTICE  CONCLUSIVELY  SHALL BE MET IF SUCH  NOTICE IS MAILED,  FIRST
CLASS  MAIL,  POSTAGE  PREPAID,  TO  BORROWER  AT ITS  ADDRESS SET FORTH IN THIS
AGREEMENT,  OR  DELIVERED  OR  OTHERWISE  SENT TO  BORROWER,  AT LEAST  FIVE (5)
BUSINESS DAYS BEFORE THE DATE OF THE SALE.  BORROWER  EXPRESSLY WAIVES ANY RIGHT
TO  RECEIVE  NOTICE OF ANY  PUBLIC OR PRIVATE  SALE OF ANY  COLLATERAL  OR OTHER
SECURITY EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS PARAGRAPH.

UPON CONSUMMATION OF ANY SALE OF COLLATERAL HEREUNDER, NMAC SHALL HAVE THE RIGHT
TO ASSIGN,  TRANSFER  AND DELIVER TO THE  PURCHASER  OR  PURCHASERS  THEREOF THE
COLLATERAL  SO SOLD.  EACH  SUCH  PURCHASER  AT ANY  SUCH  SALE  SHALL  HOLD THE
COLLATERAL  SO SOLD  ABSOLUTELY  FREE FROM ANY  CLAIM OR RIGHT  UPON THE PART OF
BORROWER  OR ANY  OTHER  PERSON,  AND  BORROWER  HEREBY  WAIVES  (TO THE  EXTENT
PERMITTED BY APPLICABLE LAW) ALL RIGHTS OF REDEMPTION,  STAY AND APPRAISAL WHICH
IT NOW HAS OR MAY AT ANY  TIME  IN THE  FUTURE  HAVE  UNDER  ANY  RULE OF LAW OR
STATUTE NOW EXISTING OR HEREAFTER ENACTED.

8. APPLICATION OF PROCEEDS. THE NET CASH PROCEEDS RESULTING FROM ANY COLLECTION,
LIQUIDATION,  SALE OR  OTHER  DISPOSITION  OF THE  COLLATERAL  BY NMAC  SHALL BE
APPLIED  FIRST  TO  THE  EXPENSES  (INCLUDING  REASONABLE  ATTORNEYS'  FEES)  OF
RETAKING, HOLDING, STORING, PROCESSING, PREPARING FOR SALE, SELLING, COLLECTING,
LIQUIDATING  AND THE LIKE, AND THEN TO PRINCIPAL AND INTEREST ON THE LOAN,  WITH
ANY SURPLUS  PROCEEDS  SUBJECT TO APPLICATION AS NMAC MAY IN ITS SOLE DISCRETION
DETERMINE.

9.  CUMULATIVE  REMEDIES/NO  WAIVER.  NMAC'S  RIGHTS  AND  REMEDIES  UNDER  THIS
AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ALL RIGHTS AND REMEDIES  PROVIDED BY
LAW FROM TIME TO TIME.  NMAC SHALL HAVE THE RIGHT TO ENFORCE  ONE OR MORE OF ITS
REMEDIES SUCCESSIVELY OR CONCURRENTLY.  NMAC'S CONSENT TO OR APPROVAL OF ANY ACT
BY BORROWER  REQUIRING  FURTHER CONSENT OR APPROVAL SHALL NOT BE DEEMED TO WAIVE
OR RENDER UNNECESSARY NMAC'S CONSENT TO OR APPROVAL OF ANY SUBSEQUENT ACT.

10. COSTS AND EXPENSES.  BORROWER  SHALL  REIMBURSE NMAC ON DEMAND FOR ALL COSTS
AND  EXPENSES  (INCLUDING  REASONABLE  ATTORNEYS'  FEES)  INCURRED  BY  NMAC  IN
CONNECTION WITH THE NEGOTIATION, PREPARATION,  ADMINISTRATION AND ENFORCEMENT OF
THIS  AGREEMENT,  REGARDLESS  OF WHETHER ANY SUIT IS FILED,  INCLUDING,  WITHOUT
LIMITATION,  ALL COSTS AND  EXPENSES  INCURRED IN CHECKING,  RETAKING,  HOLDING,
HANDLING,  PREPARING  FOR SALE AND SELLING OR OTHERWISE  DISPOSING OF ALL OR ANY
PART OF THE COLLATERAL.  SUCH  REIMBURSEMENT  OBLIGATIONS SHALL BEAR INTEREST AT
THE INTEREST RATE.

11.  MISCELLANEOUS  WAIVERS.  THE OBLIGATIONS OF BORROWER ARE JOINT AND SEVERAL.
PRESENTMENT,  PROTEST,  NOTICE OF  PROTEST,  NOTICE OF  DISHONOR  AND  NOTICE OF
NONPAYMENT  ARE WAIVED  WITH  RESPECT TO ANY  PROCEEDS TO WHICH NMAC IS ENTITLED
HEREUNDER.

12.  SUCCESSORS AND ASSIGNS.  THIS  AGREEMENT  SHALL BIND AND SHALL INURE TO THE
BENEFIT   OF  NMAC,   BORROWER,   AND   THEIR   RESPECTIVE   HEIRS,   EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS.

13. NOTICES. ALL NOTICES,  DEMANDS,  APPROVALS AND OTHER COMMUNICATIONS PROVIDED
FOR HEREIN  SHALL BE IN WRITING AND SHALL BE  PERSONALLY  DELIVERED OR MAILED BY
UNITED STATES MAIL, AS CERTIFIED OR REGISTERED MAIL,  RETURN RECEIPT  REQUESTED,
POSTAGE  PREPAID,  TO THE  APPROPRIATE  PARTY AT THE  ADDRESS FOR SUCH PARTY SET
FORTH IN THE FIRST  PARAGRAPH  OF THIS  AGREEMENT.  ADDRESSES  FOR NOTICE MAY BE
CHANGED  FROM  TIME TO TIME BY  WRITTEN  NOTICE TO ALL  OTHER  PARTIES  GIVEN IN
ACCORDANCE  HEREWITH.  ALL  COMMUNICATIONS  SHALL  BE  EFFECTIVE  WHEN  ACTUALLY
RECEIVED; PROVIDED, HOWEVER, THAT NONRECEIPT OF ANY COMMUNICATION AS A RESULT OF
A CHANGE OF ADDRESS AS TO WHICH THE SENDING PARTY WAS NOTIFIED OR AS A RESULT OF
A REFUSAL TO ACCEPT DELIVERY, SHALL BE DEEMED RECEIPT OF SUCH COMMUNICATION.

14. MISCELLANEOUS.  TIME IS OF THE ESSENCE. BORROWER'S REIMBURSEMENT OBLIGATIONS
UNDER THIS AGREEMENT,  ALTHOUGH PART OF THE PRINCIPAL  BALANCE DUE HEREUNDER AND
UNDER THE NOTE, SHALL NOT BE GOVERNED BY ANY PRINCIPAL REPAYMENT  PROVISIONS SET
FORTH  HEREIN BUT SHALL  INSTEAD BE DUE AND PAYABLE ON DEMAND.  THIS  AGREEMENT,
TOGETHER WITH ANY AND ALL OTHER  DOCUMENTS  REFERRED TO HEREIN,  CONSTITUTES THE
ENTIRE  AGREEMENT  BETWEEN NMAC AND BORROWER  PERTAINING  TO THE SUBJECT  MATTER
CONTAINED HEREIN. THIS AGREEMENT MAY NOT BE AMENDED, CHANGED,  MODIFIED, ALTERED
OR  TERMINATED  EXCEPT BY A  WRITTEN  INSTRUMENT  SIGNED  BY NMAC AND  BORROWER.
NEITHER  NMAC NOR  BORROWER  MAY WAIVE ANY  RIGHT  HEREUNDER  EXCEPT BY A SIGNED
WRITTEN INSTRUMENT. IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS HELD INVALID
OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION,  SUCH HOLDING SHALL NOT
INVALIDATE OR RENDER  UNENFORCEABLE ANY OTHER PROVISION  HEREOF.  THIS AGREEMENT
SHALL BE CONSTRUED IN  ACCORDANCE  WITH,  AND GOVERNED BY, THE LAWS OF THE STATE
WHERE THE BORROWER IS LOCATED.  THIS  AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS,  EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL OF WHICH
SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.

IN WITNESS  WHEREOF,  BORROWER  AND NMAC HAVE CAUSED THIS  AGREEMENT  TO BE DULY
EXECUTED AS THIS 12TH DAY OF OCTOBER, 1995.

"BORROWER":

B & B FLORIDA ENTERPRISES, INC., 
A FLORIDA CORPORATION, DBA STUART NISSAN

BY:  /S/ THOMAS DERITA, JR.
---------------------------
THOMAS DERITA, JR., PRESIDENT

ADDRESS:

BEFORE 1/1/96:                      AFTER 1/1/96:

2755 S. FEDERAL HIGHWAY             4313 S. FEDERAL HIGHWAY
STUART, FLORIDA 34994               STUART, FLORIDA 34997


"NMAC":

NISSAN MOTOR ACCEPTANCE CORPORATION,
A CALIFORNIA CORPORATION


BY:  /S/ JOHN A. FRENCH
-----------------------
JOHN A. FRENCH, VICE PRESIDENT
(PRINTED NAME AND TITLE)

ADDRESS:

990 WEST 190TH STREET
TORRANCE, CALIFORNIA  90502