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Exhibit 10.51.4

                                  SECURITY AGREEMENT

DATE:     January 16, 1998

DEBTOR: Douglas Motors, Inc., a Colorado corporation

DEBTOR'S MAILING ADDRESS:     1650 W. 104th Avenue
                              Thornton, Colorado 80234

SECURED PARTY: R. Douglas Spedding

SECURED PARTY'S MAILING ADDRESS:   32 Princeville Lane
                                   Las Vegas, Nevada 89116

COLLATERAL: All used vehicles, including all additions and accessions thereto
            and replacements and substitutions therefor; all of the foregoing,
            whether now owned or hereafter acquired and wherever located; and
            all proceeds from the sale, lease, or other disposition of any of
            the foregoing.

OBLIGATION: That certain Promissory Note (the "Note") dated January 16, 1998,
            in the principal amount of up to $1,500,000, executed by Douglas
            Motors, Inc., payable to the order of R. Douglas Spedding.

     Subject to the terms of this agreement, Debtor grants to Secured Party a
security interest in the collateral and all its proceeds to secure payment
and performance of Debtor's obligation in this security agreement and all
renewals and extensions of any of the obligation.

DEBTOR'S WARRANTIES

     1.   Financing Statement. Except for (a) that in favor of Secured Party,
and (b) those in favor of Toyota Motor Credit Corporation, no financing
statement covering the collateral is filed in any public office.

     2.   Ownership. Debtor owns the collateral and has the authority to
grant this security interest.  Ownership is free from any setoff, claim,
restriction, lien, security interest, or encumbrance except this security
interest, the security interests in favor of Toyota Motor Credit Corporation,
and liens for taxes not yet due.

     3.   Fixtures. None of the collateral is affixed to real estate, or will
become a fixture, except as expressly provided in this agreement.

     4.   Financial Statements. All information about Debtor's financial
condition provided to Secured Party was accurate when submitted, as will be
any information subsequently provided.

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DEBTOR'S COVENANTS

     1.   Protection of Collateral. Debtor will (a) defend the collateral
against all claims and demands adverse to Secured Party's interest in it, and
(b) keep it free from all liens and security interests, except for taxes not
yet due, this security interest and the security interests in favor of Toyota
Motor Credit Corporation. The collateral will remain in Debtor's possession
or control at all times, except as otherwise provided in this agreement.
Debtor will maintain the collateral in good condition and protect it against
misuse, abuse, waste, and deterioration except for ordinary wear and tear
resulting from its intended use.

     2.   Insurance. Debtor will insure the collateral in accord with Secured
Party's reasonable requirements regarding choice of carrier, casualties
insured against, and amount of coverage.  Policies will be written in favor
of Debtor and Secured Party according to their respective interests or
according to Secured Party's other requirements.  All policies will provide
that Secured Party will receive at least ten days' notice before
cancellation, and the policies or certificates evidencing them will be
provided to Secured Party when issued.  Debtor assumes all risk of loss and
damage to the collateral to the extent of any deficiency in insurance
coverage.  Debtor irrevocably appoints Secured Party as attorney-in-fact to
collect any return, unearned premiums, and proceeds of any insurance on the
collateral and to endorse any draft or check deriving from the policies and
made payable to Debtor.

     3.   Secured Party's Costs. Debtor will pay all expenses incurred by
Secured Party in obtaining, preserving, perfecting, defending, and enforcing
this security interest or the collateral and in collecting or enforcing the
Note.  Expenses for which Debtor is liable include, but are not limited to,
taxes, assessments, reasonable attorney's fees, and other legal expenses.
These expenses will bear interest from the dates of payments at the highest
rate stated in the Note, and Debtor will pay Secured Party this interest on
demand at a time and place reasonably specified by Secured Party. These
expenses and interest will be part of the obligation and will be recoverable
as such in all respects.

     4.   Additional Documents. Debtor will sign any papers that Secured
Party considers necessary to obtain, maintain, and perfect this security
interest or to comply with any relevant law.

     5.   Notice of Changes. Debtor will immediately notify Secured Party of
any material change in the collateral; change in Debtor's name, address, or
location; change in any matter warranted or represented in this agreement;
change that may affect this security interest; and any event of default.

     6.   Use and Removal of Collateral. Debtor will use the collateral
primarily as inventory unless Secured Party consents otherwise in writing.
Debtor will not permit the collateral to be affixed to any real estate, to be
or to become a fixture, except as expressly provided in this agreement.

     7.   Sale. Debtor will not sell, transfer, or encumber any of the
collateral without the prior written consent of Secured Party, provided that
Debtor may sell its used car inventory in the ordinary

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course of business.

RIGHTS AND REMEDIES OF SECURED PARTY

     1.   Generally. Secured Party may exercise the following rights and
remedies either before or after default:

          a.   take control of any proceeds of the collateral;

          b.   release any collateral in Secured Party's
               possession to any debtor, temporarily or
               otherwise;

          c.   take control of any funds generated by the
               collateral, such as refunds from and proceeds of
               insurance, and reduce any part of the obligation
               accordingly or permit Debtor to use such funds to
               repair or replace damaged or destroyed collateral
               covered by insurance; and

          d.   demand, collect, convert, redeem, settle,
               compromise, receipt for, realize on, sue for, and
               adjust the collateral either in Secured Party's or
               Debtor's name, as Secured Party desires.

     2.   Insurance.  If Debtor fails to maintain insurance as required by
this agreement or otherwise by Secured Party, then Secured Party may purchase
single-interest insurance coverage that will protect only Secured Party. If
Secured Party purchases this insurance, its premiums will become part of the
obligation.

EVENTS OF DEFAULT

     Each of the following conditions is an event of default:

     1.   if Debtor defaults in timely payment or performance of any
obligation, covenant, or liability in any written agreement between Debtor
and Secured Party or in any other transaction secured by this agreement;

     2.   if any warranty, covenant, or representation made to Secured Party
by or on behalf of Debtor proves to have been false in any material respect
when made;

     3.   if a receiver is appointed for Debtor or any of the collateral;

     4.   if the collateral is assigned for the benefit of creditors or, to
the extent permitted by law, if bankruptcy or insolvency proceedings commence
against or by any of these parties:  Debtor; any partnership of which Debtor
is a general partner; and any maker, drawer, acceptor, endorser, guarantor,
surety, accommodation party, or other person liable on or for any part of the
obligation;

     5.   if any financing statement regarding the collateral but not related
to this security interest

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and not favoring Secured Party is filed other than those in favor of Toyota
Motor Credit Corporation;

     6.   if any lien attaches to any of the collateral; and

     7.   if any of the collateral is lost, stolen, damaged, or destroyed,
unless it is promptly replaced with collateral of like quality or restored to
its former condition.

REMEDIES OF SECURED PARTY ON DEFAULT

     During the existence of any event of default, Secured Party may declare
the unpaid principal and earned interest of the obligation immediately due in
whole or part, enforce the obligation, and exercise any rights and remedies
granted by Article 9 of the Nevada Uniform Commercial Code or by this
agreement, including the following:

     1.   require Debtor to deliver to Secured Party all books and records
relating to the collateral;

     2.   require Debtor to assemble the collateral and make it available to
Secured Party at a place reasonably convenient to both parties;

     3.   take possession of any of the collateral and for this purpose enter
any premises where it is located if this can be done without breach of the
peace;

     4.   sell, lease, or otherwise dispose of any of the collateral in
accord with the rights, remedies, and duties of a secured party under
Articles 2 and 9 of the Nevada Uniform Commercial Code after giving notice as
required by those chapters; unless the collateral threatens to decline
speedily in value, is perishable, or would typically be sold on a recognized
market. Secured Party will give Debtor reasonable notice of any public sale
of the collateral or of a time after which it may be otherwise disposed of
without further notice to Debtor; in this event, notice will be deemed
reasonable if it is mailed, postage prepaid, to Debtor at the address
specified in this agreement at least ten days before any public sale or ten
days before the time when the collateral may be otherwise disposed of without
further notice to Debtor;

     5.   surrender any insurance policies covering the collateral and
receive the unearned premium;

     6.   apply any proceeds from disposition of the collateral after default
in the manner specified in Article 9 of the Nevada Uniform Commercial Code,
including payment of Secured Party's reasonable attorney's fees and court
expenses; and

     7.   if disposition of the collateral leaves the obligation unsatisfied,
collect the deficiency from Debtor.

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GENERAL PROVISIONS

     1.   Parties Bound. Secured Party's rights under this agreement shall
inure to the benefit of its successors and assigns. Assignment of any part of
the obligation and delivery by Secured Party of any part of the collateral
will fully discharge Secured Party from responsibility for that part of the
collateral.  If Debtor is more than one, all their representations,
warranties, and agreements are joint and several.  Debtor's obligations under
this agreement shall bind Debtor's personal representatives, successors, and
assigns.

     2.   Waiver. Neither delay in exercise nor partial exercise of any of
Secured Party's remedies or rights shall waive further exercise of those
remedies or rights.  Secured Party's failure to exercise remedies or rights
does not waive subsequent exercise of those remedies or rights.  Secured
Party's waiver of any default does not waive further default.  Secured
Party's waiver of any right in this agreement or of any default is binding
only if it is in writing.  Secured Party may remedy any default without
waiving it.

     3.   Reimbursement. If Debtor fails to perform any of Debtor's
obligations, Secured Party may perform those obligations and be reimbursed by
Debtor on demand at the place where the Note is payable for any sums so paid,
including attorney's fees and other legal expenses, plus interest on those
sums from the dates of payment at the rate stated in the Note for matured,
unpaid amounts. The sum to be reimbursed shall be secured by this security
agreement.

     4.   Interest Rate. Interest included in the obligation shall not exceed
the maximum amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law; any interest in excess of that
maximum amount shall be credited to the principal of the obligation or, if
that has been paid, refunded.  On any acceleration or required or permitted
prepayment of the obligation, any such excess shall be canceled automatically
as of the acceleration or prepayment or, if already paid, credited on the
principal amount of the obligation or, if the principal amount has been paid,
refunded.  This provision overrides other provisions in this and all other
instruments concerning the obligation.

     5.   Modifications. No provisions of this agreement shall be modified or
limited except by written agreement.

     6.   Severability. The unenforceability of any provision of this
agreement will not affect the enforceability or validity of any other
provision.

     7.   After-Acquired Consumer Goods. This security interest shall attach
to after-acquired consumer goods only to the extent permitted by law.

     8.   Applicable Law. This agreement will be construed according to
Nevada laws.

     9.   Place of Performance. This agreement is to be performed in Clark
County, Nevada.

     10.  Financing Statement. A carbon, photographic, or other reproduction
of this agreement

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or any financing statement covering the collateral is sufficient as a
financing statement.

     11.  Presumption of Truth and Validity. If the collateral is sold after
default, recitals in the bill of sale or transfer will be prima facie
evidence of their truth, and all prerequisites to the sale specified by this
agreement and by Article 9 of the Nevada Uniform Commercial Code will be
presumed satisfied.

     12.  Singular and Plural. When the context requires, singular nouns and
pronouns include the plural.

     13.  Priority of Security Interest. This security interest shall neither
affect nor be affected by any other security for any of the obligation.
Neither extensions of any of the obligation nor releases of any of the
collateral will affect the priority or validity of this security interest
with reference to any third person.

      14.  Cumulative Remedies. Foreclosure of this security interest by suit
does not limit Secured Party's remedies, including the right to sell the
collateral under the terms of this agreement.  All remedies of Secured Party
may be exercised at the same or different times, and no remedy shall be a
defense to any other.  Secured Party's rights and remedies include all those
granted by law or otherwise, in addition to those specified in this agreement.

     15.  Agency. Debtor's appointment of Secured Party as Debtor's agent is
coupled with an interest and will survive any disability of Debtor.

     DEBTOR:                           DOUGLAS MOTORS, INC.,
                                       a Colorado corporation


                                   By:
                                       ---------------------------------------
                                       Robert W. Hall, Vice President



     SECURED PARTY:                    --------------------------------------
                                       R. Douglas Spedding


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