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Exhibit 10-40


                                 MANAGEMENT AGREEMENT

     This Management Agreement (the "Agreement") is made and entered into as
of the 16th day of October, 1997, by and between Cross-Continent Auto
Retailers, Inc., a Delaware corporation ("C-CAR"), and Tar-Car, Inc., a
California corporation (the "Company").

                                       RECITALS

     A.   The Company owns a Toyota franchised automobile dealership located
at 4555 Mission Bay Drive, San Diego, California 92109 and a used car lot
located at 7777 Convoy Court, San Diego, California 92111 (hereinafter
referred to individually and collectively as the "Dealership").

     B.   The Company operates the Dealership under the names
"Toyota-By-The-Bay" and "Auto Central Used Car Sales and Credit Union Buying
Service."

     C.   The Company desires for C-CAR to manage the Dealership, and C-CAR
desires to manage the Dealership, for the consideration and upon the terms
set forth in this Agreement.

                                      AGREEMENT

     For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, C-CAR and the Company agree as follows:

     1.   MANAGEMENT OF THE DEALERSHIP.   The Company hereby engages C-CAR as
an independent contractor to manage the Dealership.  C-CAR shall assume
management responsibilities of the Dealership effective November 1, 1997 (the
"Effective Date").  Subject to paragraph 3 of this Agreement, C-CAR shall be
responsible for (a) supervising the daily operations of the Dealership, and
(b) making all management and operating decisions, including (without
limitation) decisions concerning sales practices, inventory management, and
personnel matters.

     2.   TERM.   The term of this Agreement shall begin on the Effective
Date and shall terminate (the "Termination Date") upon the earlier of (a) the
closing of the transactions contemplated by that certain Stock Purchase
Agreement dated October 16, 1997, by and among Cross-Continent Auto
Retailers, Inc., Thomas A. Randt ("Randt"), Ronald J. Blomquist
("Blomquist"), and the Company (the "Stock Purchase Agreement"), or (b) the
termination of the Stock Purchase Agreement in accordance with the terms and
provisions thereof, including (without limitation) the termination of the
Stock Purchase Agreement for C-CAR's failure to receive the approval of (i)
Toyota Motor Sales, USA, (ii) the FTC and the Justice Department under the
Hart-Scott-Rodino Act, or (iii) the California Department of Motor Vehicles.

     3.   CONDUCT OF THE BUSINESS OF THE DEALERSHIP.

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           (a) C-CAR shall conduct the Dealership's business according to the
               ordinary and usual course of the Dealership's business reasonably
               consistent with past and current practices, and shall not allow
               the Dealership to engage in any practice, take any action, or
               enter into any transaction outside of the ordinary course of
               business without the prior written consent of the Company.

          (b)  In order to assist in implementing the terms and provisions of
               the Stock Purchase Agreement, C-CAR shall open  additional
               Dealership bank accounts.  Until Closing (as defined in the Stock
               Purchase Agreement), all payments and receipts arising from the
               operation of the Dealership (i) prior to November 1, 1997, shall
               be made out of and into the existing Dealership bank accounts,
               and (ii) on and after November 1, 1997, shall be made out of and
               into the new Dealership bank accounts.

     4.   MANAGEMENT FEE.

          (a)  As consideration for C-CAR managing the Dealership during the
               term of this Agreement, the Company shall pay C-CAR a fee in cash
               (the "Management Fee") in an amount equal to the monthly net
               income, before depreciation, amortization, income taxes and other
               non-cash charges, resulting from the business and operation of
               the Dealership.  Notwithstanding anything contained in this
               Agreement to the contrary, any costs or expenses that are not
               directly related to the operation of the Dealership,  any
               deferred costs or expenses of operating the Dealership that were
               incurred prior to the Effective Date, and any costs or expenses
               of operating the Dealership that are incurred after the
               Termination Date, shall be excluded from the  calculation of the
               Management Fee.  The Management Fee for any partial calendar
               month shall be prorated.  The Company shall pay C-CAR the
               Management Fee for each month or partial month during the term of
               this Agreement within fifteen (15) days after the end of such
               month or partial month.

          (b)  C-CAR and the Company agree that the profit or loss on any
               vehicle sold by the Dealership prior to 12:00 p.m. October 31,
               1997, that is reflected on the Dealership's operating statements
               for October, 1997 or any prior month, shall be excluded from the
               calculation of any Management Fee.

          (c)  In the event the Stock Purchase Agreement expires or terminates,
               C-CAR shall return the management of the Dealership to the
               Company and if the Net Worth (as defined in the Stock Purchase
               Agreement) is less than $825,000, then C-CAR shall pay the
               Company an amount equal to the difference between (i) $825,000,
               less any depreciation, amortization, income taxes, and other
               non-cash charges that accrue during the term of this Agreement,
               and (ii) the Net Worth, within thirty (30) days after the
               expiration or termination of the Stock Purchase Agreement.


     5.   ADVANCEMENT OF OPERATING CAPITAL.  In the event C-CAR advances any
operating capital

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to the Company during the term of this Agreement and the Stock Purchase
Agreement expires or terminates, the Company shall reimburse the amount of
such advances to C-CAR within thirty (30) days after the expiration or
termination of the Stock Purchase Agreement.

     6.   LICENSES OF THE DEALERSHIP.   The Company agrees to allow C-CAR to
use the Dealership's dealer numbers, dealer licenses, and dealer tags.

     7.   COOPERATION.   The Company shall cause the Dealership to fully
cooperate with C-CAR in connection with C-CAR's operation of the Dealership.

     8.   CORPORATE EXISTENCE OF THE COMPANY.   The Company shall maintain
its corporate existence and good standing in the State of California.

     9.   INDEMNIFICATION BY C-CAR.   C-CAR shall indemnify, defend and hold
the Company and its officers, directors, shareholders, employees, agents and
representatives harmless from and against any and all losses, damages,
claims, actions, suits, proceedings, liabilities, obligations, costs and
expenses, including reasonable attorneys' fees, arising out of or based upon
any breach of this Agreement by C-CAR which occurred during the term of this
Agreement with respect to the operation of the Dealership.

     10.  INDEMNIFICATION BY THE COMPANY.   The Company shall indemnify,
defend and hold C-CAR and its officers, directors, shareholders, employees,
agents and representatives harmless from and against any and all losses,
damages, claims, actions, suits, proceedings, liabilities, obligations, costs
and expenses, including reasonable attorneys' fees, arising out of or based
upon any act, omission, or event occurring (a) during the term of this
Agreement with respect to the operation of the Dealership if caused by the
negligence or willful misconduct of the Company, (b) during the term of this
Agreement with respect to the Dealership other than matters related to the
operation of the Dealership, and (c) prior to and after the Termination Date
with respect to the Dealership if the transactions contemplated by the Stock
Purchase Agreement do not close. The Company shall cause its insurance
policies to be modified to name C-CAR as an additional insured.

     11.  AUTHORIZATION AND VALIDITY.  The Company has the power and
authority to make, execute, deliver and perform its obligations under this
Agreement and all such action has been duly authorized by all necessary
proceedings on its part.  This Agreement has been duly and validly executed
and delivered by the Company and constitutes the valid and legally binding
agreement of the Company enforceable in accordance with its terms.

     12.  COMPENSATION TO RANDT AND BLOMQUIST.  During the term of this
Agreement, (a) Blomquist's responsibilities and compensation will remain
unchanged unless otherwise agreed to by C-CAR and Blomquist, and (b) Randt's
responsibilities shall be those responsibilities reasonably requested by
C-CAR, and Randt's compensation shall be as follows:

          (i)  $15,000 salary per month;

          (ii) payment of medical insurance premiums;

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         (iii) payment of premiums on the existing $2,000,000 life
               insurance policy held by Universal Underwriters, insuring the
               life of Randt; and

          (iv) continued use of up to four (4) demonstrators.

     13.  ESCROW AGREEMENT.  On the date of this Agreement, C-CAR shall
deliver $79,410.96 into an interest-bearing account under an escrow agreement
between C-CAR, Randt, and Blomquist containing mutually agreeable terms and
conditions.

     14.  MISCELLANEOUS.

          (a)  GOVERNING LAW.   This Agreement shall be governed by, and
               construed and enforced in accordance with, the laws of the State
               of California.

          (b)  LITIGATION.   If this Agreement or any term or provision hereof
               becomes the subject of litigation, the prevailing party in such
               litigation shall be entitled to recover from the non-prevailing
               party court costs and reasonable attorneys' fees.

          (c)  ENTIRE AGREEMENT.   This Agreement contains the entire
               understanding of the parties hereto with respect to the subject
               matter hereof and supersedes all prior agreements, arrangements
               and understandings, whether written or oral, relating to the
               subject matter hereof.

          (d)  INVALIDITY.   If any provision contained in this Agreement shall
               for any reason be held to be invalid, illegal, or unenforceable
               in any respect, such provision shall be deemed modified so as to
               constitute a provision conforming as nearly as possible to such
               invalid, illegal, or unenforceable provision while still
               remaining valid and enforceable; and the remaining terms and
               provisions contained herein shall not be affected thereby.

          (e)  ASSIGNMENT.   C-CAR shall not assign this Agreement or its duties
               hereunder without the prior written consent of the Company.

          (f)  AMENDMENT.   This Agreement may not be amended by any oral
               agreement or understanding, but only by an amendment in writing,
               executed by the parties hereto.

          (g)  BINDING AGREEMENT.  This Agreement shall be binding upon and
               shall inure to the benefit of the parties hereto and their
               respective successors and permitted assigns.

          (h)  WAIVER.   No waiver of any breach or default hereunder shall be
               considered valid unless in writing and signed by the party giving
               such waiver, and no such waiver shall be deemed a waiver of any
               subsequent breach or default of the same or similar nature.

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                              CROSS-CONTINENT AUTO RETAILERS, INC.


                              By:
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                                   Robert W. Hall, Vice Chairman


                              TAR-CAR, INC.

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


                              By:
                                 ----------------------------------
                                 Ronald J. Blomquist, Vice President



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