EXHIBIT 10.1


      SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


     WHEREAS, AID AUTO STORES, INC., a Delaware corporation,
and AMES AUTOMOTIVE WAREHOUSE, INC., a New York corporation,
jointly and severally, (collectively referred to herein as
"Borrower"), having a chief executive office located at 275
Grand Boulevard, Westbury, New York 11590 entered into a
Loan and Security Agreement with FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), with a
place of business located at 11111 Santa Monica Boulevard,
Suite 1500, Los Angeles, California 90025-3333 (referred to
herein as "Lender") dated as of September 29, 1997 (the Loan
and Security Agreement being herein referred to as the "Loan
Agreement"); and

     WHEREAS, Borrower and Lender have entered into an
amendment of the terms and provisions of the Loan Agreement
as of April 24, 1998 by the execution of a First Amendment
to Loan and Security Agreement (the Loan Agreement as
amended by the First Amendment shall be referred to herein
as the "Amended Loan Agreement");

     WHEREAS, Borrower and Lender have agreed to further
amend the terms and provisions of the Amended Loan Agreement
effective as of the date stated herein by the provision set
forth below;

     NOW, THEREFORE, Borrower and Lender hereby agree that
effective as of July 31, 1998, the Amended Loan Agreement
shall be further amended to contain the provision set forth
below and the applicable provisions of the Amended Loan
Agreement shall be superseded to the extent necessary to
give effect to the provisions set forth below:

     1.   Section 2.1 (a) of the Amended Loan Agreement
          shall be deleted in its entirety and the following
          inserted in lieu thereof:

          2.1  Revolving Advances.

               Subject to the terms and conditions of this
                    Agreement, 
Foothill agrees to make advances ("Advances") to Borrower in
an amount outstanding not to exceed at any one time the
lesser of (i) the Maximum Revolving Amount, or (ii) the
Borrowing Base less the aggregate amount of the Inventory
Reserves.  For purposes of this Agreement, "Borrowing Base"
shall mean the result of.

                    (x)  the lesser of (i) one million five
hundred thousand ($1,500,000) Dollars, or (ii) eighty five
(85%) percent of Eligible Accounts, less the amount, if any,
of the Dilution Reserve, or (iii) an amount equal to
Borrower's Collections with respect to Accounts for the
immediately preceding forty-five (45) day period, plus 

                    (a)  the lowest of (i) fifty five (55%)
                         percent of the 
value of Eligible Inventory at cost, or (ii) up to one
hundred (100%) percent of the liquidation value (as
determined by an appraiser acceptable to Foothill in the
exercise of Foothill's reasonable commercial judgement,
minus

                    (z)  the aggregate amount of reserves,
if any, established by Foothill under Section 2.1 (b).


              
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Notwithstanding anything to the contrary contained in this
Section 2.1(a), on or after the Closing Date, Foothill, in
its sole discretion, may consider, upon Borrower's written
request, modifications to the above-referenced Borrowing
Base calculation terms as to Eligible Inventory only,
utilizing Foothill's experience with such factors as
Foothill shall deem appropriate, Borrower's financial
performance and the performance of the Collateral.

Notwithstanding anything to the contrary contained above in
this Section 2.1(a), Foothill, in its sole discretion, may
consider, upon Borrower's written request, temporary
seasonal modification in the nature of increases to the
above-referenced Borrowing Base calculation terms as to
Eligible Inventory only, utilizing Foothill's experience
during the term of this Agreement to the date of such
request with such factors as Foothill shall deem
appropriate, Borrower's financial performance and results
during the terms of this Agreement to the date of such
request and the performance of the Collateral; provided
however that advances against Eligible Inventory shall not
at any time exceed one hundred percent (100%) of the
liquidation value (as determined by an appraiser acceptable
to Foothill in the exercise of Foothill's reasonable
commercial judgement having performed an Inventory
liquidation value appraisal) and provided further that the
charges and costs of any temporary or seasonal modification
are to be established by Foothill in connection with such
request.  Notwithstanding the foregoing, at no time shall
Foothill be obligated, upon Borrower's written request, to
modify the Borrowing Base calculation terms.

     2.   Section 2.5 of the Amended Loan Agreement shall be
          deleted in its entirety and the following inserted
          in lieu thereof:
     
          2.5  Overadvances.   If, at any time or for any
               reason, the amount of 
Obligation owed by Borrower to Foothill pursuant to Section
2.1 is greater than either the Dollar or percentage
limitations set forth in Sections 2.1 (an "Overadvance"),
Borrower immediately shall, unless otherwise agreed to by
Foothill, pay to Foothill in cash, the amount of such excess
to be used by Foothill to repay Advances outstanding under
Section 2.1.  Foothill will allow an Overadvance up to the
amount of $250,000 to exist through July 31, 1998 and will
further allow an Overadvance up to $750,000 under the
execution of this Second Amendment to Loan and Security
Agreement, provided however, that Borrower must on or before
August 16, 1998 reduce such Overadvance to an amount not
greater than $700,000.  The continuation of, or reduction
program for, the Overadvance beyond August 31, 1998 shall be
determined by Foothill based upon Borrower's progress in
identifying and entering into a preliminary or final
agreement, acceptable to Foothill, for the sale of Borrower.

     3.   The first paragraph of Section 6.3(a) of the
Amended Loan Agreement shall be deleted in its
entirety and the following inserted in lieu thereof:


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          6.3  Financial Statements, Reports, Certificates. 
               Deliver to Foothill: 
(a) as soon as available, but in any event within 45 days
after the end of each month during each of Borrower's fiscal
years, a Borrower prepared balance sheet, income statement,
and statement of cash flow covering Borrower's operations
during such period; and (b) (i) on or before August 1, 1998
for the period August 1, 1998 through September 30, 1998,
and on or before each 15th day of September and each month
thereafter, for each eight week period after September 30,
1998,a budget projection ("Budget") covering a period of
eight (8) weeks ("8 Week Period") created by Borrower and
reviewed and confirmed by Argus Management or the financial
and management consultant engaged by Borrower who shall be
acceptable to Foothill, showing by week during each week of
the 8 Week Period, the projected weekly receipts and
projected weekly expenditures as of the end of each such
week for the 8 Week Period for which the report is prepared
and showing for the cash flow statement only, the weekly
cumulative total of the prior four (4) week projected weekly
receipts and projected weekly expenditures; and (ii) for
each week for the immediately preceding four (4) weeks
period the actual receipts and actual disbursements as of
the first day of each week during the immediately preceding
four (4) week period; and (c) as soon as available, but in
any event within 90 days after the end of each of Borrower's
fiscal years, Financial Statements of Borrower for each such
fiscal year audited by independent certified public
accountants reasonable acceptable to Foothill in the
exercise of Foothill's reasonable commercial judgement and
certified without any qualification, by such accountants to
have been prepared in accordance with GAAP, together with a
certificate of such accountants addressed to Foothill
stating that such accountants do not have knowledge of the
existence of any Default or Event of Default; and (d) on
each Monday, a report created by Borrower and reviewed and
confirmed by Argus Management or the financial and
management consultant engaged by Borrower who shall be
acceptable to Foothill, showing the actual receipts and
expenditures, on a cumulative basis to the cumulative weekly
projection of receipts and expenses referenced in (b) above
for the immediately ended four (4) week period together with
an explanation of any variances between the actual and
budgeted numbers.  Such audited financial statements shall
include a balance sheet, profit and loss statement, and
statement of cash flow and, if prepared, such accountants'
letter to management.  If Borrower is a parent company of
one or more Subsidiaries, or Affiliates, or is a Subsidiary
or Affiliate of another company, then, in addition to the
financial statements referred to above, Borrower agrees to
deliver financial statements prepared on a consolidating
basis so as to present Borrower and each such related entity
separately, and on a consolidated basis.

     4.   Section 7.20 (a) of the Amended Loan Agreement
          shall be deleted in its entirety.


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     5.   Borrower acknowledges that it is in violation of
          Section 6.3 (a) of the Loan 
Agreement as a result of its failure to provide full
Inventory physical counts by RGIS on or before July 31,
1998, and as a result of its failure to provide its monthly
financial statements and information through the month of
May, 1998 on or before July 31, 1998 and that it has further
violated Section 6.3 (a) of the Loan Agreement during the
weeks of May 15, 1998, June 5, 1998, June 12, 1998, June 19,
1998, June 26, 1998, July 3, 1998, July 10, 1998 and July
17, 1998 as a result of Borrower's failure to maintain
compliance with the provision of Section 6.3 (a) of the
First Amendment to Loan and Security Agreement which
required that Borrower's actual cash disbursements and
receipts not exceed a variance of ten (10%) percent from the
budgeted numbers when reviewed on a four week rolling
average. In connection with the above violations, Foothill
and Borrower agree that Foothill will waive the failure of
Borrower to comply with the maintenance of the variance
between actual receipts and expenses and budgeted receipts
and expenses for the weeks specified above.  Foothill and
Borrower further agree that an Event of Default will not be
deemed to exist if:

          (a)  Borrower provides a full physical count of
               its Inventory performed 
by RGIS on or before August 31, 1998; and

          (b)  Borrower provides the financial statements
               and information 
through May, 1998 on or before August 7, 1998.

     6.   Borrower agrees to contract with an appraiser,
          satisfactory to Foothill, and 
to have performed and delivered to Foothill on or before
August 31, 1998 an updated desktop Inventory appraisal
utilizing the assumptions contained in the plan of
liquidation to be furnished under Section 7 of this Second
Amendment to Loan and Security Agreement.

     7.   Borrower agrees to prepare and deliver to Foothill
          on or before August 
24, 1998 a plan of liquidation and budget therefore in form,
scope and content satisfactory to Foothill, including but
not limited to an updated desktop Inventory appraisal, for a
liquidate period acceptable to Foothill and including the
assumptions utilized in the updated Inventory appraisal
which liquidation budget will be for a period commencing on
September 1, 1998.

     8.   Borrower acknowledges that it had advised Foothill
          that Borrower is 
attempting to effectuate a sale, transfer or exchange of the
stock of Borrower or substantially all of Borrower's assets
or, in the alternative, effectuate a merger or consolidation
of the Borrower with another company.  Borrower agrees to
keep Foothill advised as to the parties with whom it is
holding such discussions and the status of such discussions. 
Borrower agrees to meet with Foothill on August 31, 1998 to
allow Foothill to assess the progress towards the sale of
Borrower or the progress towards the merger or consolidation
of Borrower with another entity and to discuss with Foothill
the continuation of or reduction program for the
Overadvance.

     9.   Borrower acknowledges that Foothill has requested
          a fee for the 
continued extension of the Overadvance in the amount of
$25,000, which fee Borrower admits is reasonable under the
circumstances and agrees to pay by consenting to Foothill's
debiting its loan account for the amount of $12,500 on
August 10, 1998 and for the amount of $12,500 on August 25,
1998.


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     10.  Except as herein amended, all of the terms and
          provisions of the
Amended Loan Agreement shall remain in full force and
effect.

     11.  Borrower and Lender agree that this Second
          Amendment to Loan and 
Security Agreement has been prepared by the mutual effort of
both parties and that in the event of a conflict or
interpretive question with respect to any term, provision or
section contained in this Second Amendment to Loan and
Security Agreement or the Amended Loan Agreement, that this
Second Amendment to Loan and Security Agreement and the
Amended Loan Agreement, shall not be construed more strictly
against any one party than any other party; it being agreed
that both Borrower and Lender have equally negotiated the
terms thereof and hereof.
The date of execution of this Second Amendment to Loan and
Security Agreement by Borrower is as of July 31, 1998.



LENDER:                              BORROWER:

FOOTHILL CAPITAL CORPORATION         AID AUTO STORES, INC.



By: /s/ Renee Lefebvre               By: /s/ Philip L. Stephen
   ---------------------------          --------------------------
Title: Assistant Vice President       Title: President


                                     AMES AUTOMOTIVE WAREHOUSE,INC. 


                                     By: /s/ Philip L. Stephen
                                        -----------------------------
                                      Title: President