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Exhibit 2.15

                        AMENDMENT TO STOCK PURCHASE AGREEMENT

     This Amendment to Stock Purchase Agreement (the "Amendment") is made and
entered into this 14th day of January, 1998, by and among Cross-Continent
Auto Retailers, Inc. ("Purchaser"), Thomas A. Randt ("Randt"), Ronald J.
Blomquist ("Blomquist"), and Tar-Car, Inc. (the "Company").

                                       RECITALS

     A.   By that certain Stock Purchase Agreement (the "Purchase Agreement")
dated October 16, 1997, by and among Purchaser, Randt, Blomquist, and the
Company; Randt and Blomquist agreed to sell all of the issued and outstanding
shares of capital stock of the Company to Purchaser.

     B.   By letter agreement (the "Letter Agreement") dated December 15, 1997,
Purchaser, Randt and Blomquist agreed to certain modifications of the Purchase
Agreement.

     C.   Purchaser, Randt, Blomquist and the Company desire to (1) modify the
Purchase Agreement, and (2) terminate the Letter Agreement.

                                      AGREEMENT

     In consideration of the mutual agreements set forth in this Amendment,
Purchaser, Randt, Blomquist, and the Company agree as follows:

          1.   Paragraph 2 of the Purchase Agreement is deleted in its entirety
and the following is substituted therefor:

          The purchase price to be paid by Purchaser to Sellers for
          the Shares shall be $5,500,000 (the "Purchase Price").

          2.   Paragraph 3 of the Purchase Agreement is deleted in its entirety.

          3.   The first sentence of subparagraph 4(c) of the Purchase Agreement
is deleted in its entirety and the following is substituted therefor:

          In addition, Purchaser shall deliver $500,000 ($450,000 for
          Randt and $50,000 for Blomquist) into an interest bearing
          account until January 13, 2000 under an escrow agreement
          (the "Sellers Escrow Agreement") between Sellers and
          Purchaser.

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          4.   Paragraph 5 of the Purchase Agreement is deleted in its entirety
and the following is substituted therefor:

          Subject to the terms and conditions set forth in this
          Agreement, the closing ("Closing") of the purchase and sale
          of the Shares shall take place at 1083 Skyland Drive, Zepher
          Cove, Nevada 89448, or at such other place as may be
          mutually agreed upon by Purchasers and Sellers, as soon as
          practicable following the date on which all conditions to
          the obligations of the parties hereunder (other than those
          requiring the taking of action at the Closing) have been
          satisfied or waived, but no later than January 13, 2000 (the
          "Closing Date"), unless extended by the mutual agreement of
          Purchaser and Sellers.  Purchaser, Randt, and Blomquist
          agree to use reasonable efforts to satisfy the conditions to
          their respective obligations under the Purchase Agreement.

          5.   On the date of this Amendment, Purchaser shall pay to Sellers
earnest money (the "Earnest Money") in an amount equal to $1,700,000
($1,530,000 to Randt and $170,000 to Blomquist).  The Earnest Money shall be
credited to the Purchase Price at the Closing.  In the event the Purchaser
elects not to complete the closing of the Purchase Agreement on or before
January 13, 2000, Purchaser shall have the right to obtain a substitute buyer
for the Shares (as defined in the Purchase Agreement) who will close on or
before July 13, 2000. At the closing of the purchase of the Shares by the
substitute buyer, Randt and Blomquist (hereinafter collectively referred to
as the "Sellers") shall refund the Earnest Money to Purchaser, provided that
if the purchase price paid by the substitute buyer is more or less than
$5,500,000, the Earnest Money refunded to Purchaser shall be increased or
decreased by the amount of the excess or deficit so that Sellers shall
receive $5,500,000 for the Shares.

          6.   In order to secure the Sellers' contingent obligation under
paragraph 5 of this Amendment, the Company, as a third party pledgor, shall
(a) execute and deliver a security agreement in the form attached hereto as
Exhibit "A", which will grant a security interest in the Company's used
vehicle inventory, parts and accessories inventory, equipment, and fixtures
to Purchaser, and (b) execute and deliver such instruments and take such
action as is necessary in order to perfect the security interests, subject
only to any existing security interests of record or replacements therefor.

          7.   Regarding Purchaser's obligation to pay interest only, from
the date of this Amendment to the date the Purchase Agreement terminates,
Purchaser shall pay interest to the Sellers on $3,800,000 at the prime rate
announced by Bank of America on the date of this Amendment, adjusted on June
30, 1998, December 31, 1998, and June 30, 1999.  Accrued interest shall be
paid within ten (10) days after the end of each month.  The amount of
interest paid to Sellers shall be allocated 90% to Randt and 10% to Blomquist.

          8.   Effective as of the date of this Amendment, the Letter
Agreement is terminated.

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          9.   This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of California.

          10.  This Amendment shall be binding upon and shall inure to the
benefit the parties hereto and their respective heirs, administrators,
executors, successors and assigns.

          11.  Except as specifically set forth herein, all other provisions
of the Purchase Agreement remain in full force and effect.

                              CROSS-CONTINENT AUTO RETAILERS, INC.,
                              a Delaware corporation


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


                                 -----------------------------------------
                                   Thomas A. Randt


                                 -----------------------------------------
                                   Ronald J. Blomquist


                              TAR-CAR, INC., a California corporation


                              By:
                                 -----------------------------------------
                                   Thomas A. Randt, President


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