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Exhibit 10.55

                         GUARANTY AND SUBORDINATION AGREEMENT


     THIS GUARANTY AND SUBORDINATION AGREEMENT (this "Agreement"), made as of
the 25th day of February 1998, by Cross-Continent Auto Retailers, Inc., a
Delaware corporation ("Guarantor"), in favor of Capital Automotive, L.P., a
Delaware limited partnership ("Landlord").

                                  WITNESSETH:

     WHEREAS, Landlord has this day entered into six leases (each referred to
as the "Lease") of certain Properties identified on SCHEDULE A hereto
(individually a "Property" and collectively the "Properties") with Plains
Chevrolet, Inc, a Texas corporation, Midway Chevrolet, Inc., a Texas
corporation, Quality Nissan, Inc., a Texas Corporation, Westgate Chevrolet,
Inc., a Texas corporation, Douglas Motors, Inc., a Colorado corporation, and
T-West Sales & Service, Inc., a Nevada corporation (each individually
referred to as the "Tenant"), this Agreement being attached to the Leases;

     WHEREAS, Tenant is an affilate of Guarantor; and

     WHEREAS, Landlord has required, as a condition to entering into the
Lease, Guarantor to be a guarantor of each and every obligation imposed upon
Tenant by the Lease.

     NOW, THEREFORE, to induce Landlord to enter into the Lease and in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor, for itself, its successors and assigns, hereby covenants and
agrees for the benefit of Landlord, as follows:

     1.   GUARANTY.  Guarantor does hereby unconditionally and irrevocably
guaranty to Landlord the full, complete and timely performance of all
obligations imposed on Tenant by the terms of the Lease, including, but  not
limited to, the full, complete and timely payment of rent and all other sums
due by Tenant under the Lease, and the payment as required by the Lease of
all damages to Landlord which may result from Tenant's breach of any
provision of the Lease, including, but not limited to, those relating to
damage to any Property or the leased premises.

     2.   GUARANTY OF PAYMENT AND PERFORMANCE.  Guarantor acknowledges and
agrees that this is a guaranty of payment and performance and not mere
collection.  The liability of Guarantor under this Agreement shall be direct
and immediate and not conditional or contingent upon the pursuit of any
remedies against Tenant or any other person or entity.  Guarantor waives any
right to require that an action be brought against Tenant or any other person
or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as
amended, or any other debtor relief law (whether statutory, common law, case
law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect,

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which may be or become applicable, Tenant shall be relieved of the Lease or
any debt, obligation or liability as provided in the Lease, Guarantor shall
nevertheless be fully liable for the complete and timely performance of all
obligations imposed on Tenant by the Lease throughout the entire term of the
Lease, all to the same extent as if Guarantor had been the original tenant
thereunder and the Lease shall be deemed unaffected by any such relief
granted to Tenant.  In the event of a default under the Lease which is not
cured within any applicable grace or cure period, Landlord shall have the
right to enforce its rights, powers and remedies thereunder or hereunder, in
any order to the maximum extent permitted by law, and all rights, powers and
remedies provided thereunder or hereunder or by law or in equity.  If the
obligations guaranteed hereby are partially performed, paid or discharged by
reason of the exercise of any of the remedies available to Landlord, this
Agreement shall nevertheless remain in full force and effect, and Guarantor
shall continue to be liable for all remaining obligations guaranteed hereby,
even though any rights which Guarantor may have against Tenant may be
destroyed or dismissed by the exercise of any such remedy.

     3.   WAIVERS BY GUARANTOR.  To the extent permitted by law, Guarantor
hereby waives and agrees not to assert or take advantage of:

          (a)  Any right to require Landlord to proceed against Tenant or any
other person or entity or to proceed against or exhaust any security held by
Landlord at any time or to pursue any other remedy in Landlord's power or
under any other agreement before proceeding against Guarantor;

          (b)  Any defense that may arise by reason of the incapacity, lack
of authority, death or disability of any other person or persons or the
failure of Landlord to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other person or
persons:

          (c)  Any defense based upon an election of remedies by Landlord;

          (d)  Any right or claim or right to cause a marshaling of the
assets of Tenant or Guarantor;

          (e)  Any invalidity, irregularity or unenforceability, in whole or
in part, of any one or more provisions of the Lease;

          (f)  Any modification of the Lease or of any obligation of Tenant
thereunder by amendments to the Lease, by waivers granted by Landlord or by
operation of law or by action of any court, whether pursuant to the
Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law
(whether statutory, common law, case law or otherwise) of any jurisdiction
whatsoever, now or hereafter in effect, or otherwise.

     4.   SUBORDINATION.  Guarantor and those parties signing below for the
purpose of being bound by this Section 4 (collectively, "Section 4 Signers")
hereby unconditionally and irrevocably

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subordinate (i) all payments due or to become due by Tenant to the Section 4
Signers, or any of them, by reason of any and all debts or other obligations,
including the obligation to pay salaries or other compensation (collectively
"Debt Payments") and (ii) the receipt of all dividends or other distributions
of any kind or nature (collectively, "Distributions") to the payment of all
sums due or to become due by Tenant to Landlord under the Lease, including
the payment of Rent and all damages due by reason of Tenant's breach of the
Lease; provided, however, that for so long as there shall be no existing
Event of Default under the Lease, after the payment of each monthly
installment of Rent, the Section 4 Signers shall be entitled to receive Debt
Payments due for such month.

     5.   GENERAL PROVISIONS.

          (a)  SURVIVAL.  This Agreement shall be deemed to be continuing in
nature and shall remain in full force and effect and shall survive the
exercise of any remedy by Landlord under the Lease;

          (b)  NO SUBROGATION; NO RECOURSE AGAINST LANDLORD.  Notwithstanding
the satisfaction by Guarantor of any liability hereunder, Guarantor's rights
of subrogation, contribution, reimbursement or indemnity, if any, or any
right of recourse to or with respect to the assets or property of Tenant,
shall be subject and subordinate to the rights of Landlord.  Guarantor
expressly agrees not to exercise any and all rights of subrogation against
Landlord.

          (c)  ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY.  This Agreement
contains the entire agreement between the parties respecting the matters
herein set forth and supersedes all prior agreements, whether written or
oral, between the parties respecting such matters.  Any amendments or
modifications hereto, in order to be effective, shall be in writing and
executed by Landlord and Guarantor.  A determination that any provision of
this Agreement is unenforceable or invalid shall not affect the
enforceability or validity of any other provision, and any determination that
the application of any provision of this Agreement to any person or
circumstance is illegal or unenforceable shall not affect the enforceability
or validity of such provision as it may apply to any other persons or
circumstances.

          (d)  GOVERNING LAW: BINDING EFFECT; WAIVER OF ACCEPTANCE.  This
Agreement shall be governed by and construed in accordance with the laws of
the State of Virginia without regard to conflicts of laws principles thereof.
This Agreement shall bind Guarantor, it successors and assigns (but in the
event of an assignment, Guarantor shall not be relieved of its obligations
hereunder), and shall inure to the benefit of Landlord, its successors and
assigns. Guarantor hereby waives any acceptance of this Agreement by Landlord
and this Agreement shall immediately be binding upon Guarantor.

          (e)  NOTICE.  All notices, demands, requests or other
communications to be sent by one party to the other hereunder or required by
law shall be in writing and shall be deemed to have been validly given or
served by delivery of the same in person to the intended addressee, or
certified mail or by depositing the same with Federal Express or another
reputable private courier

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service for next business day delivery to the intended addressee at its
address set forth in the last section of this Agreement or at such other
address as may be designated by such party as herein provided.  All notices,
demands and requests shall be effective upon such personal delivery, or one
(1) business day after being deposited with the private courier service, or
two (2) business days after being deposited in the United States mail as
required above.  Rejection or other refusal to accept or the inability to
deliver because of changed address of which no notice was given as herein
required shall be deemed to be receipt of the notice, demand or request sent.
By giving to the other party hereto at least seven (7) days' prior written
notice thereof in accordance with the provisions hereof, each party shall
have the right from time to time to change their respective addresses and
each shall have the right to specify as its address any other address within
the United States of America.

          (f)  NO WAIVER; TIME OF ESSENCE.  The failure of either party to
enforce any of the respective rights or remedies hereunder, or to promptly
enforce any such rights or remedies, shall not constitute a waiver thereof
nor give rise to any estoppel against such party nor excuse any of the
parties hereto from their respective obligations hereunder.  Any waiver of
such right or remedy must be in writing and signed by the party to be bound
and must expressly state that such right or remedy has been or thereby is
waived.  This Agreement is subject to enforcement at law or in equity,
including actions for damages or specific performance.  Time is of the
essence hereof.

          (g)  CAPTIONS FOR CONVENIENCE.  The captions and headings of the
section and paragraphs of this Agreement are for convenience of reference
only and shall not be construed in interpreting the provisions hereof.

          (h)  ATTORNEY'S FEES.  In the event it is necessary for Landlord to
retain the services of an attorney or any other consultants in order to
enforce this Agreement, or any portion hereof, Guarantor shall promptly pay
to Landlord any and all costs and expenses, including, without limitation,
attorney's fees, incurred by Landlord as a result thereof and such costs,
fees and expenses shall be included in the costs of the case to the extent
the Landlord wins the issue under contest.

          (i)  SUCCESSIVE ACTIONS.  Separate and successive actions may be
brought hereunder to enforce any of the provisions hereof at any time and
from time to time.  No action hereunder shall preclude any subsequent action,
and Guarantor hereby waives any covenants to the maximum extent permitted by
law not to assert any defense in the nature of splitting of causes of action
or merger of judgments.

          (j)  RELIANCE.  Landlord would not enter into the Lease without
this Agreement.  Accordingly, Guarantor intentionally, irrevocably and
unconditionally enters into the covenants and agreements as set forth above
and understand that, in reliance upon and in consideration of such covenants
and agreements, the Lease has been made.

      4.   NOTICES:  The following addresses shall be used for notice
purposes:

          If to Landlord:


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          Capital Automotive L.P.
          1925 North Lynn Street, Suite 306
          Arlington, Virginia  22209

          With copies to:

          Wilmer, Cutler & Pickering
          2445 M Street, N.W.
          Washington, D.C. 20037-1420
          attn: George P. Stamas, Esq. and John B. Watkins, Esq.

     IN WITNESS WHEREOF, Guarantor has executed this Agreement under seal as
of the day and year first above written:

                                GUARANTOR:  CROSS-CONTINENT AUTO
                                RETAILERS, INC., a Delaware limited partnership

ATTEST/WITNESS:                 By: /s/ Robert W. Hall

By:  /s/ R. Wayne Moore
     -----------------------        -----------------------
                                    Title: Vice Chairman





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                                      SCHEDULE A

1.   Lessee:             Plains Chevrolet, Inc.

     Leased Property:    2200 I-40 East
                         Amarillo, Texas  79103

                         2316 I-40 East
                         Amarillo, Texas 79103

                         2400 I-40 East
                         Amarillo, Texas 79103

2.   Lessee:             Midway Chevrolet, Inc.

     Leased Property:    16301 Interstate I-27
                         Amarillo, Texas  79120

3.   Lessee:             Westgate Chevrolet, Inc.

     Leased Property:    7400 I-40 West
                         Amarillo, Texas  79106

4.   Lessee:             Quality Nissan, Inc.

     Leased Property:    4121 S. Georgia
                         Amarillo, Texas  79110

5.   Lessee:             Douglas Motors, Inc.

     Leased Property:    7300 North Broadway
                         Denver, Colorado 80221

6.   Lessee:             T-West Sales & Service, Inc.

     Leased Property:    6300 West Sahara
                         Las Vegas, Nevada 89102


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