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Exhibit 10.51.3

                                PROMISSORY NOTE


$1,500,000.00                  Las Vegas, Nevada               January 16, 1998


          FOR VALUE RECEIVED, the undersigned, Douglas Motors, Inc., a
Colorado corporation (hereinafter referred to as the "Maker"), promises to
pay to the order of R. Douglas Spedding (sometimes hereinafter referred to as
the "Holder"), at 32 Princeville Lane, Las Vegas, Nevada, or at such other
place as the Holder from time to time designate in writing, the principal sum
of ONE MILLION FIVE HUNDRED THOUSAND AND N0/100 DOLLARS ($1,500,000.00) or,
if less, the total of advances from time to time made hereon and remaining
outstanding, in legal and lawful money of the United States of America,
together with interest on the principal outstanding from time to time prior
to maturity at nine percent (9%) per annum. Interest shall be calculated on
the total number of days elapsed and shall be based on a 360-day year.  In no
event shall the rate of interest charged on this Note exceed the highest
nonusurious rate of interest permitted by applicable law (the "Highest Lawful
Rate"). Matured unpaid principal and interest shall bear interest until paid
at the Highest Lawful Rate.

     The principal and interest hereof shall be due and payable on or before
June 1, 1998.

     Advances of principal may be made hereunder at any time prior to
maturity, provided the advance does not cause the outstanding principal
balance of this Note to exceed the Monthly Borrowing Base (hereinafter
defined) for the month in which such advance request is made.  "Monthly
Borrowing Base" for each month shall mean the lesser of (a) $1,500,000, or
(b) an amount equal to sixty percent (60%) of the aggregate value of Maker's
used car inventory as shown on that month's financial statements as prepared
by Maker, less any floor plan indebtedness on such used car inventory.  In
the event the outstanding principal balance of this Note on February 10,
1998, or on the 10th day of any month thereafter exceeds the Monthly
Borrowing Base for such month, Maker shall promptly reduce the outstanding
principal balance of this Note to an amount equal to or less than the Monthly
Borrowing Base for such month.  Advances and payments hereon shall be
evidenced by posting the same to the records of the Holder, and such entries
shall be prima facie evidence of the amount owing on this Note.  Interest
shall accrue on principal amounts advanced hereunder only from the dates the
respective principal amounts are advanced.  Prepayments may be made in any
amount at any time prior to maturity without premium or penalty, and interest
shall cease to accrue on all principal amounts prepaid. Prepayments shall be
applied first to accrued interest and then toward the reduction of principal.
Amounts prepaid may be reborrowed if Maker is not in default hereunder or
under the Security Agreement (hereinafter defined).

     The payment hereof is secured by a Security Agreement (the "Security
Agreement") of even date herewith by and between the Maker and Holder
covering Maker's used car inventory.

     It is expressly provided that default in the punctual payment of this
Note or any part hereof, principal or interest, as the same shall become due
and payable, or failure to carry out the other terms hereof, or failure to
keep, observe, and perform any of the covenants, conditions, or agreements
contained in, or the occurrence of any event of default under, the Security
Agreement, or any other instrument now or hereafter taken to secure this Note
or executed in connection with the loan evidenced hereby, shall authorize the
Holder, at its election, and without notice to any person liable hereunder,
to declare the indebtedness evidenced by this Note and the entire
indebtedness secured by the instruments securing this Note to be immediately
due and payable, and shall authorize the Holder to exercise all remedies
provided hereunder, under the Security Agreement, or any other instrument now
or hereafter taken as security herefor, or at law or in equity.  No delay on
the part of the Holder in the exercise of any power or right under this Note
or under any other instrument executed in connection herewith shall operate
as a waiver thereof.  The exercise of, or failure to

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exercise, any right or remedy shall not constitute a waiver or release of
such right or remedy or of any other right or remedy.

     The Maker hereof and each surety, endorser, and guarantor of this Note
or any part hereof, and any other party liable or to become liable on this
Note or any part hereof, severally (1) waive demand for payment, presentation
for payment, protest, all notices (including, without limitation, notice of
dishonor, notice of protest, notice of intent to accelerate the maturity, and
notice of acceleration of the maturity), diligence in collecting and the
bringing of suit against any party, as to this Note and as to each, every,
and all installments hereof; and (2) consent to all renewals, extensions,
rearrangements, and modifications of, partial payments on, and releases or
substitutions of security for, this Note or any part hereof, with or without
notice, before or after maturity, without releasing any of their liability
hereon.

     If this Note is placed in the hands of an attorney for collection or if
collection is attempted by suit or through probate, bankruptcy, insolvency,
or other judicial proceedings, the Maker agrees to pay the collection
expenses of the Holder, including reasonable attorneys' fees.  In the event
judgment is rendered on any indebtedness evidenced by this Note such amount
shall bear interest at the Highest Lawful Rate.

          It is the intention of Holder and the Maker hereof that this Note
and all provisions hereof and of all documents securing this Note conform in
all respects to applicable law so that no payment of interest or other sum
construed to be interest shall exceed the Highest Lawful Rate.  In
determining the rate of interest paid or payable under this Note or any
document securing the same, all funds paid or to be paid as interest or
construed to be interest shall be prorated, allocated, or spread as permitted
under applicable law.  If, through any circumstance, the contract of Maker
and Holder would result in exceeding the Highest Lawful Rate, or if the Maker
pays any sum as interest or construed to be interest in excess of such rate,
then (1) the amount contracted for shall be automatically reduced to the
Highest Lawful Rate, and (2) the amount of excess interest paid shall be
applied to the reduction of the principal balance of this Note, if any, and
if the principal balance has been fully paid, the excess interest shall be
refunded to the Maker and Maker agrees to accept such refund. Thereupon, to
the extent permitted by law, the Holder shall not be subject to any penalty
provided for the contracting for, charging, or receiving of interest in
excess of such Highest Lawful Rate, regardless of when or the circumstances
under which such refund or application was made.

                                   DOUGLAS MOTORS, INC.,
                                   a Colorado corporation



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


                                   GUARANTY

          FOR VALUE RECEIVED, Cross-Continent Auto Retailers, Inc. guarantees
payment of this Note according to its terms.

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



                                   By:
                                       -----------------------------------
                                       Bill Gilliland,
                                       Chairman and Chief Executive Officer