EXHIBIT 10.2
[on The CIT Group letterhead]
                                                              December 20, 1996
Hi-Lo Auto Supply, L.P.
2575 W. Bellfort
Houston, TX  77054

Gentlemen:

Reference is made to the Financing Agreement between us dated October 23, 1996,
as amended (herein the "Financing Agreement"). Capitalized terms not otherwise
specifically defined herein shall have the meanings so assigned in the Financing
Agreement.

Pursuant to mutual understanding the Financing Agreement is hereby amended as
follows:

1.       The definition of "Availability Reserve" appearing in Section 1 of the
         Financing Agreement is hereby amended by deleting the words "the Agent
         deems necessary in its sole discretion" in clause (c), line 11 of such
         definition, and substituting the words "the Lenders deem necessary in
         their sole discretion" in lieu thereof.

2.       The definition of "Eligible Accounts Receivable" appearing in Section 1
         of the Financing Agreement is hereby amended by deleting the words "the
         Agent in its sole discretion" appearing in the final clause (c), the
         fourth line from the bottom of such definition, and substituting the
         words "the Lenders in their sole discretion." in lieu thereof.

3.       The definition of "Eligible Inventory" appearing in Section 1 of the
         Financing Agreement is hereby amended by deleting the words "the Agent
         in its sole discretion" in clause viii), the fourth line from the
         bottom of such definition, and substituting the words "the Lenders in
         their sole discretion" in lieu thereof.

4.       Paragraph 2 of Section 7 of the Financing Agreement is hereby amended
         by adding the following sentence and inserting it after the second
         sentence in such paragraph:

         "The Lenders may, at their option and expense, accompany the Agent at
         any of such times described in the foregoing sentence, and Agent shall
         provide Lenders with advance notice of such inspections."

5.       Paragraph 3 of Section 7 of the Financing Agreement is hereby amended
         by adding the following sentence and inserting it after the first
         sentence in such paragraph:
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         "In addition to the foregoing, the Company agrees to execute and
         deliver to the Agent on a weekly basis, written statements and
         schedules produced in the ordinary course of business describing the
         Inventory pledged hereunder."

6.       Paragraph 9, subparagraphs D and E of Section 7 are hereby amended by
         adding the following language immediately preceding the first word
         "Sell" in subparagraph D and immediately preceding the first word
         "Merge" in subparagraph E:

               "Without the prior written consent of the Required Lenders,"

7.       Paragraph 11 of Section 7 of the Financing Agreement is hereby amended
         to correct the heading entitled "Working Capital Amount" to read
         "Capital Expenditures Amount."

8.       The first two paragraphs following the Tangible Net Worth covenant set
         forth in Section 7, paragraph 10, subparagraph (B) are hereby amended
         by deleting them in their entirety and substituting the following in
         lieu thereof:

         "Within 30 days after the Agent's receipt of the Company's Consolidated
         Financial Statements for the Fiscal Year ending December 31,1996, which
         shall be in form satisfactory to the Agent (herein "Year End
         Statements"), the Lenders shall review such Year End Statements to
         determine whether it is necessary to revise the financial covenants set
         forth in paragraph 10A and B of Section 7 of this Financing Agreement
         (herein the "Financial Covenants"). In the event the Required Lenders
         determine it is necessary to revise the Financial Covenants, the
         Company, the Agent and the Lenders hereby agree to reasonably,
         diligently and in good faith negotiate the revision of such Financial
         Covenants. Any determination made by the Required Lenders pursuant to
         the terms of this Paragraph 10 shall be in writing.

         The Agent and the Lenders agree that the Special Reserve Component
         shall be deleted from each applicable definition and replaced by the
         Standard Reserve Component upon the earlier to occur of: a) the
         revision of the Financial Covenants and b) the determination by the
         Required Lenders that the Financial Covenants need not be revised;
         provided, however, that in the event the Company, the Agent and the
         Lenders cannot mutually agree upon revised Financial Covenants, if such
         revisions are determined necessary by the Required Lenders, then, the
         Financial Covenants in effect as of the date hereof and the Special
         Reserve Component shall continue to have full force and effect in the
         Financing Agreement.

9.       Paragraph 3 of Section 13 of the Financing Agreement is hereby amended
         by adding the following sentence to the end of such paragraph:

         "The Agent will promptly provide each Lender with collateral pledge
         information from time to time."

10.      Paragraph 5 of Section 13 of the Financing Agreement is hereby amended
         by deleting the period at the end of the last sentence in subparagraph
         (a) thereof and adding the following language thereto:

            "and no prior notice is required if any such sale is to a Lender
            hereunder."
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11.      Paragraph 8 of Section 13 of the Financing Agreement is hereby amended
         by adding the following language to the end of such paragraph:

         "Each Lender agrees promptly to notify the Agent and the Company after
         any such set-off and application made by such Lender, but the failure
         to give such notice shall not affect the validity of such set-off and
         application."

12.      Paragraph 9 of Section 13 of the Financing Agreement is hereby amended
         as follows:

         (a) The period at the end of the second sentence is hereby deleted, and
         the following language is added thereto:

         "and no prior notice is required if any such assignment is to a Lender
         hereunder."

         (b) The following is added to the end of such paragraph:

          "In the event of x) a merger of a Lender and/or an affiliate thereof
          or y) substantially all of the loan portfolio of a Lender is acquired
          by a third party, then the requirements set forth in the immediately
          foregoing clauses i) and ii) shall not apply to any such assignee or
          successor in interest."

13.      Paragraph 8 of Section 14 of the Financing Agreement is hereby amended
         by adding the following to the end of such paragraph:

         "Notwithstanding anything to the contrary contained herein, the Agent
         and the Lenders agree that proceeds of all Collateral, security and
         guarantees will first be applied in repayment of the Obligations
         arising under the Financing Agreement and after complete repayment of
         such Obligations, any excess held by any Lender may be applied in
         reduction of any remaining indebtedness due to any Lender independently
         of this Financing Agreement."

14.      Paragraph 10 of Section 14 of the Financing Agreement is hereby amended
         by deleting subparagraph c) in its entirety and substituting the
         following in lieu thereof:

         "c) intentionally make any Revolving Loan or assist in opening any
         Letter of Credit hereunder if after giving effect thereto the total of
         Revolving Loans and Letters of Credit hereunder for the Company would
         result in an overadvance being created in an amount greater than
         $3,000,000.00 or permit to continue in existence an intentional
         overadvance of less than $3,000,000.00 if such overadvance has been in
         existence for at least sixty (60) consecutive Business Days."

15.      Paragraph 11 of Section 14 of the Financing Agreement is hereby amended
         by deleting it in its entirely and substituting the following in lieu
         thereof:

         "11. In the event any Lender's consent is required pursuant to the
         provisions of this Financing Agreement and such Lender does not respond
         to any written request by the Agent for such consent in writing within
         10 days after such request is made to such Lender, such failure to
         respond shall be deemed a consent. In addition, in the event that
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         any Lender declines to give its written consent to any such request, it
         is hereby mutually agreed that the Agent and/or any other Lender shall
         have the right (but not the obligation) to purchase such Lender's share
         of the Loans for the full amount thereof together with accrued interest
         thereon to the date of such purchase."

16.      Pursuant to the Special Reserve Component included in clause (c) at the
         end of the definition of "Availability Reserve" in the Financing
         Agreement, the Agent and the Company hereby agree that, notwithstanding
         anything to the contrary contained in the Financing Agreement, the
         Special Reserve Component shall be taken as follows:

         "$1,250,000.00 on December 19, 1996; $1,250,000.00 on January 15, 1997;
         and $2,500,000.00 on February 15, 1997; PROVIDED, however, that nothing
         contained herein shall be construed as requiring the Lenders to take
         all or any part of the Special Reserve Component, or as limiting the
         right of the Lenders to reduce or eliminate the amount of the Special
         Reserve Component that the Lenders may previously have taken, and
         PROVIDED FURTHER, that nothing contained herein shall be construed as
         modifying or amending the provisions of Section 7, paragraph 10,
         subparagraph (B) of the Financing Agreement, as amended by paragraph 8
         hereof.

17.      Paragraph 2 of Section 8 of the Financing Agreement is hereby amended
         by adding the following sentence after the first sentence of such
         paragraph:

         "The Agent shall then advise the Lenders of such notice of the
         Company's election to use Libor not less than two (2) Business Days
         preceding the first day of any such Libor Period."

No other change in the terms or conditions of the Financing Agreement are
intended or implied. If the foregoing is in accordance with your understanding
of our agreement, please so indicate by signing and returning to us the enclosed
copy of this letter.
                               Very truly yours,

                               THE CIT GROUP/BUSINESS CREDIT, INC.,
                                        AS AGENT

                               By:/S/ T. A. LYNUM
                                     Title:  Assistant Vice President
Read and Agreed to:

HI-LO AUTO SUPPLY, L.P.

By: Hi-Lo Management Company, its sole General Partner

By:/S/ GARY D. WALTHER
      Title:  Vice President