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Exhibit 10.53

                                  SUBLEASE AGREEMENT

     This Sublease Agreement (the "Sublease") is made this 25th day of
February, 1998, effective as of the Effective Date (as defined herein), by
and between Working Man's Credit Plan, Inc. ("Sublessee"), a Texas
corporation, whose address is 2400 I-40 East, Amarillo, Texas  79103, and
Plains Chevrolet, Inc. ("Sublessor"), a Texas corporation, whose address is
2200 I-40 East, Amarillo, Texas  79103.

                                       RECITALS

     A.   By that certain Lease (the "Existing Lease") dated June 1, 1996, by
and between Sublessor (as landlord) and Sublessee (as tenant), Sublessor
leased to Sublessee approximately 2,500 square feet of space located at 2400
I-40 East, Amarillo, Potter County, Texas (the "Premises").

     B.   The Existing Lease is attached to this Sublease as Exhibit "A" and
is made a part hereof for all purposes.

     C.   By that certain Real Property Purchase Agreement (the "Purchase
Agreement") dated December 31, 1997, Sublessor has agreed to sell certain
real property, including the Premises, to Capital Automotive L.P. (the
"Purchase Transaction").

     D.   To satisfy the terms of the Purchase Agreement, Sublessor and
Sublessee desire to terminate the Existing Lease and continue their tenancy
relationship under the terms of this Sublease.

                                      AGREEMENT

     Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, Sublessor and Sublessee agree as
follows:

     1.   EFFECTIVE DATE.  The Existing Lease shall terminate and this
Sublease shall become effective upon closing of the Purchase Transaction
(herein referred to as the "Effective Date").  Sublessee acknowledges that
simultaneous with the Purchase Transaction, Sublessor will lease back the
real property which is the subject of the Purchase Transaction from Capital
Automotive L.P. (the "Prime Lease").  This Sublease shall be subordinate to
the Prime Lease in all respects.

     2.   TERMS OF SUBLEASE.  As of the Effective Date, Sublessor subleases
to Sublessee, and Sublessee subleases from Sublessor, the Premises.  Except
for the modifications set forth below, Sublessor and Sublessee adopt and
ratify the terms of the Existing Lease as the terms of this Sublease:

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          (a)  The term "Commencement Date" as used in the Existing Lease shall
     be modified to be the Effective Date under this Sublease.

          (b)  The term "Landlord" as used in the Existing Lease is substituted
     with the term "Sublessor."

          (c)  The term "Tenant" as used in the Existing Lease is substituted
     with the term "Sublessee."

     3.   APPLICATION OF RENT.  Any rent received by Sublessor before the
Effective Date under the Existing Lease will be retained in full by
Sublessor. The first installment of rent due under this Sublease shall be on
March 1, 1998.

     4.   TERMINATION OF PRIME LEASE.  If the Prime Lease expires or
terminates for any reason during the term of this Sublease, this Sublease
shall terminate concurrently with the termination or expiration of the Prime
Lease, and Sublessor shall have no liability to Sublessee as a result of the
termination or expiration.

     5.   CAUSES OF ACTION.  Sublessee has no, and will have no, claims or
causes of action against Capital Automotive L.P. in connection with the
termination of the Existing Lease or under the terms of the Sublease.

     EXECUTED on the date first written above, but effective as of the
Effective Date.

          SUBLESSOR:                   PLAINS CHEVROLET, INC.,
                                       a Texas corporation


                                       By: /s/ Robert W. Hall
                                       Its: Vice President


          SUBLESSEE:                   WORKING MAN'S CREDIT PLAN, INC.,
                                       a Texas corporation


                                       By: /s/ Robert W. Hall
                                       Its: Vice President


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