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Exhibit 4.5

                            REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made and entered
into the 5th day of  January, 1998, by and between CROSS-CONTINENT AUTO
RETAILERS, INC., a Delaware corporation (the "Company"), and The Chaisson
Family Trust R-501 (the Stockholder").

                                     INTRODUCTION

     In accordance with the Amended and Restated Stock  Purchase Agreement
dated November 1, 1997, as amended to the date hereof (the "Stock Purchase
Agreement"), by and among the Company, the Stockholder, and JRJ Investments,
Inc., the Stockholder is being issued shares of restricted common stock, par
value $.01 per share, of the Company (the "Common Stock") in connection with
the consummation of the transactions contemplated thereby.

     As a condition to the consummation of the transactions contemplated by
the Stock Purchase Agreement, the Company and the Stockholder are entering
into this Agreement.

     The parties hereto agree as follows:

1.   DEFINITIONS.   As used herein, the following terms have the following
     respective meanings:

     "Commission" means the Securities and Exchange Commission, or any other
     federal agency at the time administering the Securities Act.

     "Distribution Period" means (a) in the case of a distribution of
     Registrable Shares in a firm commitment underwritten public offering, the
     period of time as each underwriter has completed the distribution of all
     securities purchased by it, but in any case not more than thirty (30) days,
     or (b) in the case of any other distribution of Registrable Shares, the
     period ending on the earlier of (i) the sale of all Registerable Shares
     covered by such registration, or (ii) twenty-one (21) days following the
     effective date of the registration statement utilized in connection with
     such registration under the Securities Act.

     "Registrable Shares" means the shares of Common Stock issued to the
     Stockholder pursuant to the  Stock Purchase Agreement, including any
     additional shares issued as a stock dividend thereon or any shares issued
     as the result of a stock split (including reverse stock split),
     recapitalization, reorganization, stock exchange or other combination).

     "Securities Act" means the Securities Act of 1933, as amended.

2.   INCIDENTAL REGISTRATION.

     a.   If the Company proposes to register any Common Stock under the
          Securities Act (other than on Forms S-4, S-8 or any other form which
          does not permit registration of

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          securities by selling stockholders for sale to the public for
          cash) in connection with the proposed offer and sale for cash
          either for its own account or on behalf of any holder of Common
          Stock, it will give prompt written notice to the Stockholder of
          its intention to do so.  Upon the Stockholder's written request
          to the Company, given within twenty (20) days after receipt of
          any such notice, to register any of such Stockholder's
          Registrable Shares, the Company will use reasonable efforts to
          cause the Registrable Shares as to which registration shall have
          been so requested to be included in the shares of Common Stock to
          be covered by the registration statement proposed to be filed by
          the Company; provided that nothing set forth in this Agreement
          shall prevent the Company from, at any time, withdrawing,
          abandoning or delaying any registration of such Common Stock.

     b.   The Company shall have the sole right to select the underwriter or
          underwriters for any underwritten offering, including (without
          limitation) the managing underwriter.  The managing underwriter for
          such offering shall have the authority, in its sole discretion, to
          reduce the number of Registrable Shares to be included in such
          registration if and to the extent that it advises the Company in
          writing that in its opinion that inclusion of such Registrable Shares
          would adversely affect the marketing of the other Common Stock to be
          sold thereunder or would limit the number of shares of Common Stock to
          be included in such registration by the Company.  Any such reduction
          in the shares included in any such offering shall be effected (i)
          first, by excluding (A) shares ("Piggyback Shares") of Common Stock
          that otherwise would be included by virtue of incidental or piggyback
          registration rights (but not demand registration rights) granted to
          stockholders of the Company (including the Stockholder), and (B)
          shares ("Executive shares") of Common Stock that are beneficially
          owned by Bill Gilliland or Robert W. Hall and that otherwise would be
          included, which exclusion shall be effected on a pro rata basis based
          upon the number of shares of Common Stock so requested to be
          registered in such offering by all such stockholders proposing to sell
          Piggyback Shares or Executive Shares, and (ii) second, only to the
          extent necessary and after the exclusion of all Piggyback Shares and
          Executive Shares, by excluding shares of Common Stock included in such
          registration by the Company and any stockholder of the Company who
          shall have exercised a demand registration right in connection with
          such offering, which exclusion shall be effected on a pro rata basis
          based upon the number of shares of Common Stock proposed to be
          registered on behalf of the Company and on behalf of any such holder
          of demand registration rights, unless the Company and the holder of
          such demand registration rights otherwise agree.

     c.   On any offering that is not underwritten, the Company shall have the
          authority, in its sole discretion, to reduce the number of Registrable
          Shares to be included in such registration if and to the extent that
          it, in good faith, determines that inclusion of such Registrable
          Shares would adversely affect the marketing of the other Common Stock
          to be sold thereunder or would limit the number of shares of Common
          Stock to be included in such registration by the Company.  Any such
          reduction in the shares included in any such offering shall be
          effected (i) first, by excluding Piggyback Shares and Executive
          Shares, which exclusion shall be effected on a pro rata basis based
          upon the number of shares of Common Stock so requested to be
          registered in such offering


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          by all such stockholders proposing to sell Piggyback Shares or
          Executive Shares, and (ii) second, only to the extent necessary
          and after the exclusion of all Piggyback Shares and Executive
          Shares, by excluding shares of Common Stock included in such
          registration by the Company and any stockholder of the Company
          who shall have exercised a demand registration right in
          connection with such offering, which exclusion shall be effected
          on a pro rata basis based upon the number of shares of Common
          Stock proposed to be registered on behalf of the Company and on
          behalf of any such holder of demand registration rights, unless
          the Company and the holder of such demand registration rights
          otherwise agree.

     d.   If any registration pursuant to this Section 2 shall be underwritten,
          in whole or in part, the Company or the managing underwriter or
          underwriters may require that the Registrable Shares requested for
          inclusion pursuant to this Section 2 be included in the underwriting
          on the same terms and conditions as the securities otherwise being
          sold through the underwriters.

3.   PREPARATION AND FILING.   If and whenever the Company is under an
     obligation pursuant to the provisions of Section 2 to effect the
     registration of any Registrable Shares, the Company shall, as expeditiously
     as practicable:

     a.   prepare and diligently pursue the filing with the Commission of a
          registration statement with respect to such securities and use
          reasonable efforts to cause such registration statement to become and
          remain effective for the Distribution Period, but no longer;

     b.   notify Stockholder of the effectiveness of the registration statement
          and prepare and file with the Commission such amendments and
          supplements to such registration statement and the prospectus used in
          connection therewith as may be necessary to keep such registration
          statement effective for the Distribution Period, but no longer;

     c.   furnish to the Stockholder such number of copies of a summary
          prospectus or other prospectus, including a preliminary prospectus, in
          conformity with the requirements of the Securities Act, and such other
          documents as the Stockholder may reasonably request in order to
          facilitate the public sale or other disposition of such Registrable
          Shares;

     d.   use reasonable efforts to register or qualify the Registrable Shares
          covered by such registration statement under the securities or "blue
          sky" laws of such states as the Stockholder shall reasonably request
          (provided, that the Company shall not be required to consent to
          general service of process for all purposes in any jurisdiction where
          it is not then qualified) and do any and all other acts or things
          which may be necessary or advisable to enable the Stockholder to
          consummate the public sale or other disposition in such jurisdictions
          of such securities;

     e.   notify the Stockholder at any time during the Distribution Period when
          a prospectus relating thereto covered by such registration statement
          is required to be delivered under

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          the Securities Act, of the happening of any event as a result of
          which the prospectus included in such registration statement, as
          then in effect, includes an untrue statement of a material fact
          or omits to state a material fact required to be stated therein
          or necessary to make the statements therein not misleading in the
          light of the circumstances then existing, and at the request of
          such Stockholder, prepare and furnish to such Stockholder a
          reasonable number of copies of a supplement to or an amendment of
          such prospectus as may be necessary so that, as thereafter
          delivered to the purchasers of such shares, such prospectus shall
          not include an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary
          to make the statements therein not misleading in the light of the
          circumstances then existing;

     f.   use reasonable efforts to furnish, at the request of the Stockholder
          on the date that such Registrable Shares are delivered to the
          underwriters for sale in connection with a registration pursuant to
          Section 2, if such securities are being sold through underwriters, or,
          if such securities are not being sold through underwriters, on the
          date that the registration statement with respect to such securities
          becomes effective, (i) an opinion, dated such date, of the counsel
          representing the Company for the purposes of such registration,
          stating that such registration statement has become effective under
          the Securities Act and that (A) to the best of such counsel's
          knowledge, no stop order suspending the effectiveness thereof has been
          issued and no proceedings for that purpose have been instituted or are
          pending or contemplated under the Securities Act, (B) the registration
          statement, the related prospectus, and each amendment or supplement
          thereof, comply as to form in all material respects with the
          requirements of the Securities Act and the applicable rules and
          regulations of the Commission thereunder (except no opinion or
          statement is required regarding financial statements and other
          financial and statistical data), and (C) to such other matters as may
          reasonably be requested by counsel for the underwriters, if any, and
          (ii) a letter dated such date, from the independent certified public
          accountants of the Company, stating that they are independent public
          accountants within the meaning of the Securities Act and that, in the
          opinion of such accountants, the financial statements of the Company
          included or incorporated by reference in the registration statement or
          the prospectus, or any amendment or supplement thereof, comply as to
          form in all material respects with the applicable accounting
          requirements of the Securities Act, and such letter shall additionally
          cover such other financial matters with respect to the registration in
          respect of which such letter is being given as such underwriters, if
          any, may reasonably request.

     g.   cause all included Registrable Shares to be listed on each securities
          exchange on which similar securities issued by the Company are then
          listed, and, if not so listed, to be listed on the NASD automated
          quotation system;

     h.   provide a transfer agent and registrar for all included Registrable
          Shares not later than the effective date of such registration
          statement;

     i.   enter into such customary agreements, take all such other actions, and
          cause the

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          Company's officers, directors, employees and independent
          accountants to supply all information as Stockholder may
          reasonably request in order to expedite or facilitate the
          disposition of the registered Registrable Shares;

     j.   comply with all applicable rules and regulations of the Commission;
          and

     k.   in the event of the issuance of any stop order suspending the
          effectiveness of a registration statement, or of any order suspending
          or preventing the use of any related prospectus or suspending the
          qualification of any Registrable Shares included in such registration
          statement for sale in any jurisdiction, the Company shall use
          reasonable efforts to promptly obtain the withdrawal of such order.

Notwithstanding anything to the contrary contained herein, the
Company shall have the right to deregister any Registerable
Shares that remain unsold at the conclusion of any Distribution
Period.

4.   STOCKHOLDER'S LOCK-UP; COOPERATION.   If any Registrable Shares of the
     Stockholder are included in an underwritten registration pursuant to
     Section 2, the Stockholder, as a condition to receiving the rights granted
     hereunder, may be required to, and if required the Stockholder shall, enter
     into an agreement with the managing underwriter or underwriters (a "Lock-up
     Agreement"), pursuant to which such Stockholder shall refrain from selling
     any shares of Common Stock not included in such registration during the
     Distribution Period and for a period of up to 180 days following the
     effective date of such registration; provided, however, that such Lock-up
     Agreement shall not restrict such Stockholder from selling such shares for
     a period longer than that imposed upon Bill Gilliland or Robert W. Hall
     pursuant to a similar lock-up agreement entered into by Bill Gilliland or
     Robert W. Hall in connection with such distribution of Common Stock.  In
     connection with each registration pursuant to Section 2 hereof, the
     Stockholder selling Registrable Shares shall furnish in writing to the
     Company and any underwriter participating in such offering such information
     with respect to themselves and the proposed distribution by them as shall
     be reasonably necessary in order to assure compliance with Federal and
     applicable state securities laws.

5.   UNDERWRITING AGREEMENT.   In connection with each registration pursuant to
     Section 2 covering an underwritten public offering, the Company and the
     Stockholder agree to enter into a written agreement with the managing
     underwriter or underwriters in such form and containing such provisions as
     are usual and customary in the securities business for such an arrangement
     between reputable underwriters and companies of the Company's size and
     investment stature; provided that such agreement shall not contain any such
     provision applicable to the Company or the Stockholder which is
     inconsistent with the provisions of this Agreement; and provided, further,
     that the time and place of the closing under said underwriting agreement
     shall be as mutually agreed upon between the Company and such managing
     underwriter.

6.   EXPENSES.    With respect to each registration pursuant to Section 2
     hereof, the Company shall bear the following fees, costs and expenses:  all
     registration and filing fees, fees of the

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     National Association of Securities Dealers, Inc., printing
     expenses, fees and disbursements of counsel and accountants for
     the Company, fees and disbursements of counsel for the
     underwriter or underwriters of the securities included in such
     registration (if the Company and/or selling security holders are
     required to bear such fees and disbursements), all internal
     Company expenses, and all reasonable legal fees and disbursements
     and other reasonable expenses of complying with state securities
     or blue sky laws of any jurisdiction in which the securities to
     be offered are to be registered or qualified.  Fees and
     disbursements of counsel and accountants for the Stockholder,
     underwriting discounts and commissions and transfer taxes
     relating to the Registrable Shares included in the offering by
     the Stockholder, and any other expenses incurred by the
     Stockholder not expressly included above, shall be borne by such
     Stockholder.

     7.   INDEMNIFICATION.

     a.   In the event of any registration of any Registrable Shares under the
          Securities Act pursuant to this Agreement or registration or
          qualification of any Registrable Shares under state securities or
          "blue sky" laws pursuant to this Agreement, the Company shall
          indemnify and hold harmless the Stockholder, its trustees,
          beneficiaries, agents, and consultants against any losses, claims,
          damages or liabilities, joint or several, to which the Stockholder or
          such other person  may become subject under the Securities Act or
          otherwise, insofar as such losses, claims, damages or liabilities (or
          actions in respect thereof) arise out of or are based upon an untrue
          statement or alleged untrue statement of a material fact contained in
          any registration statement under which such Registrable Shares were
          registered under the Securities Act, any preliminary prospectus or
          final prospectus contained therein, or any amendment or supplement
          thereto, or any document prepared or furnished by the Company incident
          to the registration or qualification of any Registrable Shares
          pursuant to this Agreement, or arise out of or are based upon the
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading or, with respect to any prospectus, necessary to make the
          statements therein in light of the circumstances under which they were
          made, not misleading, or any violation by the Company of the
          Securities Act or state securities or "blue sky" laws applicable to
          the Company and relating to action or inaction required of the Company
          in connection with such registration or qualification under such state
          securities or "blue sky" laws; and shall reimburse the Stockholder or
          such other person  for any legal or any other expenses reasonably
          incurred by him in connection with investigating or defending any such
          loss, claim, damage, liability or action; provided that the Company
          shall not be liable (i) in any such case to the extent that any such
          loss, claim, damage or liability arises out of or is based upon an
          untrue statement or alleged untrue statement or omission or alleged
          omission made in the registration statement, any preliminary
          prospectus or final prospectus or any amendment or supplement or any
          document incident to the registration or qualification of any
          Registrable Shares pursuant to this Agreement in reliance upon and in
          conformity with written information furnished to the Company by  the
          Stockholder, or other person on behalf of the Stockholder, or such
          underwriter specifically for use in the preparation thereof, and (ii)
          to any broker or other person acting on behalf of such Stockholder to

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          the extent that any such loss, claim, damage or liability arises out
          of or is based upon any representation or other statement of such
          broker or other person that is not in conformity with the preliminary
          prospectus or final prospectus.

     b.   Stockholder hereby indemnifies and holds harmless the Company, each
          director of the Company, each officer of the Company who shall sign
          such registration statement and any person who controls the Company
          within the meaning of the Securities Act; and, before Registrable
          Shares held by such Stockholder shall be included in any registration
          pursuant to this Agreement, any underwriter acting on such
          Stockholder's behalf shall agree to indemnify and hold harmless the
          Company, each director of the Company, each officer of the Company who
          shall sign such registration statement and any person who controls the
          Company within the meaning of the Securities Act (in each case in the
          same manner and to the same extent as set forth in (a) above) with
          respect to any untrue statement or omission from such registration
          statement, any preliminary prospectus or final prospectus contained
          therein, or any amendment or supplement thereof, if such untrue
          statement or omission was made in reliance upon and in conformity with
          written information furnished to the Company by such Stockholder
          specifically for use in the preparation of such registration
          statement, preliminary prospectus, final prospectus or amendment or
          supplement; provided that the maximum amount of liability in respect
          of such indemnification shall be limited, in the case of the
          Stockholder who, at any time during the registration or the year
          preceding the registration, was not an officer or director of the
          Company or any of its subsidiaries, to the amount paid for such
          Registrable Shares upon the sale thereof pursuant to such
          registration.

     c.   Each party entitled to indemnification hereunder (the "indemnified
          party") shall give notice to the party required to provide
          indemnification (the "indemnifying party") promptly after such
          indemnified party has actual knowledge of any claim as to which
          indemnity may be sought, and shall permit the indemnifying party (at
          its expense) to assume the defense of any claim or any litigation
          resulting therefrom; provided that counsel for the indemnifying party,
          who shall conduct the defense of such claim or litigation, shall be
          reasonably satisfactory to the indemnified party, and the indemnified
          party may participate in such defense, but only at such indemnified
          party's expense; and provided, further, that the failure of any
          indemnified party to give notice as provided herein shall not relieve
          the indemnifying party of its obligations under this Section 7 except
          to the extent that the omission results in a failure of actual notice
          to the indemnifying party and such indemnifying party is damaged as a
          result of the failure to give notice.  It is understood that the
          indemnifying party shall not, in connection with any action or related
          actions in the same jurisdiction, be liable for the fees and
          disbursements of more than one separate firm qualified in such
          jurisdiction to act as counsel for the indemnified party.  No
          indemnifying party, in the defense of any such claim or litigation,
          shall, except with the consent of each indemnified party, consent to
          entry of any judgment or enter into any settlement which does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff to such indemnified party of a release from all liability in
          respect to such claim or litigation.

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8.   RULE 144 MATTERS.   For so long as the Stockholder holds Registrable
     Shares, or shares of Common Stock that will become Registrable Shares, that
     may not be sold, without restriction, under Rule 144 under the Securities
     Act or any successor rule, the Company shall (a) make and keep public
     information generally available, as those terms are defined in Rule 144
     under the Securities Act, and (b) file with the Commission in a timely
     manner reports and other documents required of the Company under the
     Securities Act and the Securities Exchange Act of 1934, as amended.

9.   REPRESENTATIONS AND WARRANTIES.

     a.   REPRESENTATIONS AND WARRANTIES BY THE COMPANY.   The Company hereby
          represents and warrants to the Stockholder that:

          i.   The execution and delivery of this Agreement and the consummation
               of the transactions contemplated hereby have been duly and
               validly authorized by all necessary corporate action on the part
               of the Company.  The Company has all requisite corporate power
               and authority to enter into this Agreement and to consummate the
               transactions contemplated hereby and has duly executed and
               delivered this Agreement.  This Agreement constitutes the valid
               and binding obligation of the Company, enforceable against the
               Company in accordance with its respective terms, subject to
               bankruptcy, insolvency, fraudulent transfer, reorganization,
               moratorium and other laws of general applicability relating to or
               affecting creditors' rights and to general equitable principles.

          ii.  Neither the execution and delivery of this Agreement, nor the
               consummation of the transactions contemplated hereby nor
               compliance by the Company with any of the provisions hereof will
               (A) conflict with or result in a breach of the charter, by-laws
               or other constitutive documents of the Company, (B) conflict with
               or result in a default (or give rise to any right of termination,
               cancellation or acceleration) under any of the provisions of any
               note, bond, lease, mortgage, indenture, license, franchise,
               permit, agreement or other instrument or obligation to which the
               Company is a party, or by which the Company or the Company's
               properties or assets may be bound or affected, except for such
               conflict, breach or default as to which requisite waivers or
               consents shall be obtained before the Closing, (C) violate any
               law, statute, rule or  regulation or order, writ, injunction or
               decree applicable to the Company or the Company's properties or
               assets, or (D) result in the creation or imposition of any
               security interest, lien or other encumbrance upon any of the
               Company's properties or assets.  No consent or approval by, or
               any notification of or filing with, any person, firm,
               corporation, partnership, joint venture, association or entity
               (governmental or private) (each, a "person" and collectively,
               "persons") is required in connection with the execution, delivery
               and performance by the Company of this Agreement or the
               consummation of the transactions contemplated hereby, except as
               set forth in the  Stock Purchase Agreement.

     b.   REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.   The Stockholder
          represents

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          and warrants to the Company that:

          i.   The Stockholder has all requisite power, capacity and authority
               to enter into this Agreement and to consummate the transactions
               contemplated hereby and has duly executed and delivered this
               Agreement.  This Agreement constitutes the valid and binding
               obligation of the Stockholder, enforceable in accordance with its
               terms, subject to bankruptcy, insolvency, fraudulent transfer,
               reorganization, moratorium and other laws of general
               applicability relating to or affecting creditors' rights and to
               general equitable principles.

          ii.  Neither the execution and delivery of this Agreement, nor the
               consummation of the transactions contemplated hereby nor
               compliance by the Stockholder with any of the provisions hereof
               will (A) conflict with or result in a default (or give rise to
               any right of termination, cancellation or acceleration) under any
               of the provisions of any note, bond, lease, mortgage, indenture,
               license, franchise, permit, agreement or other instrument or
               obligation to which the Stockholder is a party, or by which the
               Stockholder or the Stockholder's properties or assets may be
               bound or affected, except for such conflict, breach or default to
               which requisite waivers or consents shall be obtained before the
               Closing, (B) violate any law, statute, rule, regulation or order,
               writ, injunction, or decree applicable to the Stockholder or the
               Stockholder's properties or assets, or (C) result in the creation
               or imposition of any security interest, lien or other encumbrance
               upon any property or assets of the Stockholder.  No consent or
               approval by, or any notification of or filing with, any person is
               required in connection with the execution, delivery and
               performance by the Stockholder of this Agreement or the
               consummation of the transactions contemplated hereby, except as
               set forth in the  Stock Purchase Agreement.

10.  TERMINATION OF REGISTRATION RIGHTS.   The Stockholder shall not be entitled
     to execute any registration right provided for in this Agreement  after the
     second anniversary of the date of this Agreement.

11.  MISCELLANEOUS.

     a.   ENTIRE AGREEMENT.   This Agreement constitutes the entire agreement
          between the Company and the Stockholder with respect to the
          transactions contemplated hereby and supersedes all prior agreements
          or understandings among the parties with respect thereto.

     b.   HEADINGS.   Descriptive headings are for convenience only and shall
          not control or affect the meaning or construction of any provision of
          this Agreement.

     c.   NOTICES.   All notices or other communications provided for in this
          Agreement shall be in writing and shall be sent by confirmed telecopy
          to the telecopy number set forth below (with an undertaking to provide
          a hard copy) or delivered by hand or sent by overnight courier service
          prepaid to the address specified below, or to such other

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          telecopy number or address as the party to whom notice is to be
          given may have furnished to the other party in writing in
          accordance with this subsection.

               IF TO THE COMPANY:

               Cross-Continent Auto Retailers, Inc.
               1201 S. Taylor
               Amarillo, Texas 79101
               ATTN:  R. Wayne Moore
               Telecopy Number:  806/374-3818

               IF TO THE STOCKHOLDER:

               The Chaisson Family Trust R-501
               40 Innisbrook
               Las Vegas, Nevada 89113
               ATTN:  James J. Chaisson, Sr.
               Telecopy Number:  702/227-0171

               WITH A COPY TO:

               Douglas Crosby, Esq.
               Jones, Jones, Close & Brown
               3773 Howard Hughes Parkway, Third Floor South
               Las Vegas, NV 89109
               Telecopy Number:  702/734-2722
     d.   COUNTERPARTS.   This Agreement may be executed in any number of
          counterparts, and each such counterpart hereof shall be deemed to be
          an original instrument, but all such counterparts together shall
          constitute but one agreement.

     e.   AMENDMENTS.   This Agreement shall not be altered or otherwise amended
          except pursuant to an instrument in writing signed by the Company and
          the Stockholder.

     f.   TRANSFERABILITY.   The registration and other rights granted to the
          Stockholder hereunder are non-transferable and cannot be assigned or
          transferred in any manner to any third party without the prior written
          consent of the Company.

     g.   CHOICE OF LAW.   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.


     COMPANY:            CROSS-CONTINENT AUTO RETAILERS, INC.

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                              By:
                                 -------------------------------
                                   Bill Gilliland, Chairman


     STOCKHOLDER:             THE CHAISSON FAMILY
                              TRUST R-501



                              By:
                                 -------------------------------
                                   James J. Chaisson, Sr., Trustee





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