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                                                                   EXHIBIT 10.90



                          WHOLESALE SECURITY AGREEMENT

To: General Motors Acceptance Corporation (GMAC)

         In the course of our business, we acquire new and used cars, trucks and
chassis ("Vehicles") from manufacturers or distributors. We desire you to
finance the acquisition of such vehicles and to pay the manufacturers or
distributors therefor.

         We agree upon demand to pay to GMAC the amount it advances or is
obligated to advance to the manufacturer or distributor for each vehicle with
interest at the rate per annum designated by GMAC from time to time and then in
force under the GMAC Wholesale Plan.

         We also agree that to secure collectively the payment by us of the
amounts of all advances and obligations to advance made by GMAC to the
manufacturer, distributor or other sellers, and the interest due thereon, GMAC
is hereby granted a security interest in the vehicles and the proceeds of sale
thereof ("Collateral") as more fully described herein.

         The collateral subject to this Wholesale Security Agreement is new
vehicles held for sale or lease and used vehicles acquired from manufacturers or
distributors and held for sale or lease, and all vehicles of like kinds or types
now owned or hereafter acquired from manufacturers, distributors or sellers by
way of replacement, substitution, addition or otherwise, and all additions and
accessions thereto and all proceeds of such vehicles, including insurance
proceeds.

         Our possession of the vehicles shall be for the purpose of storing and
exhibiting same for retail sale in the regular course of business. We shall keep
the vehicles brand new and we shall not use them illegally, improperly or for
hire, GMAC shall at all times have the right of access to and inspection of the
vehicles and the right to examine our books and records pertaining to the
vehicles.

         We agree to keep the vehicles free of all taxes, liens and
encumbrances, and any sum of money that may be paid by GMAC in release or
discharge thereof shall be paid to GMAC on demand as an additional part of the
obligation secured hereunder. We shall not mortgage, pledge or loan the vehicles
and shall not transfer or otherwise dispose of them except as next hereinafter
more particularly provided. We shall execute in favor of GMAC any form of
document which may be required for the amounts advanced to the manufacturer,
distributor or seller, and shall execute such additional documents as GMAC may
at any time request in order to confirm or perfect title or security in the
vehicles. Execution by us of any instrument for the amount advanced shall be
deemed evidence of our obligation and not payment therefor. We authorize GMAC or
any of its officers or employees or agents to execute such documents in our
behalf and to supply any omitted information and correct patent errors in any
document executed by us.

         We understand that we may sell and lease the vehicles at retail in the
ordinary course of business. We further agree that as each vehicle is sold, or
leased, we will faithfully and promptly remit to you the amount you advanced or
have become obligated to advance on our behalf to the manufacturer, distributor
or seller, with interest at the designated rate per annum then in effect under
the GMAC Wholesale Plan, The GMAC Wholesale Plan is hereby incorporated by
reference.

         GMAC's security interest in the vehicles shall attach to the full
extent provided or permitted by law to the proceeds in whatever form, of any
retail sale or lease thereof by us until such proceeds are accounted for as
aforesaid, and to the proceeds of any other disposition of said vehicles or any
part thereof.

         In the event we default in payment under and according to this
agreement, or in due performance or compliance with any of the terms and
conditions hereof, or in the event of a proceeding in bankruptcy, insolvency or
receivership instituted by or against us or our property, or in the event that
GMAC deems itself insecure or said vehicles are in danger of misuse, loss,
seizure or confiscation, GMAC may take immediate possession of said vehicles,
without demand or further notice and without legal process; for the purpose and
in furtherance thereof, we shall, if GMAC so requests, assemble said vehicles
and make them available to GMAC at a reasonable convenient place designated by
it, and GMAC shall have the right, and we hereby authorize and empower GMAC, to
enter upon the premises wherever said vehicles may be and remove same. We shall
pay all expenses and reimburse GMAC for expenditures, including reasonable
attorney's fees and legal expenses, in connection with GMAC's exercise of any of
its rights and remedies under this agreement.

         In the event of repossession of the vehicles by GMAC, then the rights
and remedies applicable under the Uniform Commercial Code shall apply.

         Any provision hereof prohibited by law shall be ineffective to the
extent of such prohibition without invalidating the remaining provisions hereof,

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by its duly authorized representative this 12 Day of March 2002.

Witness and Attest:

/s/                                                   Major Chevrolet Inc.
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                                                         Dealer's Name

Accepted                                           By: /s/
                                                       -------------------------

GENERAL MOTORS ACCEPTANCE CORPORATION              Its:        President
                                                       -------------------------

                                                    43-40 Northern Blvd., Long
By: /s/ Asst. Secretary                             Island City, New York 11101
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              Its Authorized Agent                       Address of Dealer

  500 Enterprise Drive, Rocky Hill, CT 06067
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                   Address

GMAC 176
Ptd. in U.S.A. 50M 4-91