SECURITY

                        AGREEMENT AMENDING THE WHOLESALE

                     AGREEMENT AMD CONDITIONALLY AUTHORIZING

                    THE SALE OF NEW FLOOR PLAN VEHICLES ON A

                         DELAYED PAYMENT PRIVILEGE BASIS

This Agreement is made and executed by and between the undersigned dealer
("Dealer and General Motors Acceptance Corporation ("GMAC") effective the date
set forth below.

WHEREAS, Dealer previously, or simultaneous with the execution of this
Agreement, executed and delivered to GMAC a Wholesale Security Agreement, by
which, among other things, (a) GMAC provides wholesale floor plan financing of
motor vehicles for Dealer, and Dealer agrees to promptly pay to GMAC the actual
amount financed, as each such financed motor vehicle is sold or leased by Dealer
(the "Vehicle Amount Financed"); and (b) GMAC consents to Dealer selling and
leasing such financed motor vehicles at retail in the ordinary course of
business (the "Routine Disposition of Vehicles"); and

WHEREAS, Dealer has requested the privilege of delaying payment of the Vehicle
Amount Financed in the limited instances where such financed motor vehicles are
sold by Dealer to a purchaser for whom both Dealer and GMAC have agreed to a
delayed payment period (the "Delayed Payment Privilege"); and

WHEREAS, Dealer and GMAC may have previously executed an Agreement for the
Delayed Payment Privilege for New Floor Plan units, which the parties hereby
intend be superseded by this Agreement for all such transactions arising on or
after the effective date hereof; and

WHEREAS, Dealer and GMAC desire and intend hereby to retain, in full force and
effect, the validity, enforceability and relative priority of GMAC's security
interest in any and all such financed motor vehicles as are sold or leased by
Dealer pursuant to the Delayed Payment Privilege, notwithstanding GMAC's prior
consent to the Routine Disposition of Vehicles, unless and until GMAC receives
the Vehicle Amount Financed under the terms and conditions as hereinafter set
forth.

NOW, THEREFORE, in consideration of the premises, the convenants herein set
forth, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, Dealer and GMAC hereby agree as
follows:

      1. The aforementioned Wholesale Security Agreement and any and all
documents, plans, instruments or agreements relating, modifying, substituting or
attendant thereto, executed between Dealer and GMAC are hereby amended in form
and substance by inserting therein the following language as a separate and
distinct paragraph:

      "Notwithstanding anything contained herein to the contrary, Dealer (i.e.,
      we) agrees that GMAC's security interest in any and all vehicles sold or
      leased, more than one Vehicle per individual transaction, to a customer,
      and in which the full payment thereof by cash or on a properly perfected
      retail installment contract or other security agreement basis is not made
      contemporaneous with the delivery of such Vehicles by Dealer (the "Delayed
      Payment Vehicles"), shall remain in full force and effect in such Delayed
      Payment Vehicles and shall not be relinquished, extinguished, released or
      terminated as a consequence of such sale or release unless and until the
      customer makes payment therefore directly to GMAC or jointly to Dealer and
      GMAC. Moreover, Dealer is expressly prohibited and shall not have any
      express, implied or apparent authority to sell, lease, transfer or
      otherwise dispose of any Delayed Payment Vehicles unless and until the
      express written permission of GMAC is first obtained, and then such
      authority shall be, in each and every instance, limited to the terms and
      conditions of such permission; it being further agreed that the terms of
      this paragraph shall not be altered, modified, supplemented, qualified,
      waived or amended by reason of any agreement (unless in writing executed
      by Dealer and GMAC), or by the course of performance, course of dealing,
      or usage of trade by Dealer and GMAC, of either of them.
<PAGE>

      2. Any previously executed Agreement for the Delayed Payment Privilege for
New Floor Plan Units between Dealer and GMAC is superseded by the terms and
conditions of this Agreement for all Delayed Payment Privilege transactions
arising on or after the effective date thereof.

      3. Dealer shall advise GMAC of each and every potential transaction in
which Dealer requests GMAC to grant the Delayed Payment Privilege, and the
period of time for which the Delayed Payment Privilege is being requested. Such
request shall be made of GMAC in writing and on a form of the type and kind
provided by GMAC from time to time. GMAC's consent, it any, to the request must,
be obtained prior to the sale, lease, transfer or delivery of any vehicles
proposed by Dealer to be disposed by the Delayed Payment Privilege (the "Delayed
Payment Privilege Vehicles").

      4. GMAC's consent to the Dealer's request for disposition of Delayed
Payment Privilege vehicles shall be further subject and contingent upon the
following additional terms and conditions:

      (a)   GMAC may, in its sole and exclusive discretion limit the number of
            Vehicles, amount outstanding and terms and conditions for which the
            Delayed Payment Privilege is requested by Dealer.

      (b)   GMAC may, in its sole and exclusive discretion withdraw, cancel, or
            suspend the Delayed Payment Privilege at anytime and for any reason
            upon a ten-day advance written notice and immediately if Dealer is
            in default of any agreement which Dealer has with GMAC; provided,
            however, that such withdrawal, cancellation or suspension shall not
            affect the rights, interests and duties under this Agreement prior
            thereto.

      (c)   Dealer shall complete, execute and deliver to GMAC, immediately upon
            the delivery of Delayed Payment Privilege Vehicles, a form of the
            type and kind provided by GMAC from time to time (the "Delivery
            Schedule").

      (d)   Dealer shall immediately pay GMAC the Vehicle Amount Financed upon
            the earliest of W demand by GMAC; or (ii) receipt of the amount due
            from the disposition of each of the Delayed Payment Privilege
            Vehicles; or (iii) the "Purchaser Payment Date', set forth on the
            applicable Delivery Schedule.

      (e)   Dealer shall obtain from the person acquiring the Delayed Payment
            Privilege Vehicle a duly authorized and executed acknowledgement
            from the Purchaser confirming that the terms of sale include the
            continuation of GMAC's security interest in the Delayed Payment
            Privilege Vehicles. The acknowledgement shall be in writing and on a
            form of the type and kind provided by GMAC from time to time, which
            shall be delivered to GMAC prior to any sale, lease, transfer or
            delivery of any Delayed Payment Privilege Vehicle to such person
            (the "Acknowledgement of Purchaser").

      (f)   The grant and exercise of the Delayed Payment Privilege by Dealer
            shall in no way extinguish, release or terminate GMAC's security
            interest in the Delayed Payment Privilege Vehicles unless and until
            the conditions described in the amending paragraph set forth in
            paragraph 1 of this Agreement and the aforesaid Acknowledgement of
            Purchaser are first fulfilled, which shall then and thereafter
            continue in the proceeds thereof.

      5. GMAC shall have no duty or obligation to examine, review or consider
the creditworthiness of any proposed or actual customer of Dealer for which
Dealer seeks GMAC's consent to the Delayed Payment Privilege and any such
examination, review or consideration by GMAC shall be for its sole and exclusive
use and purposes; the Dealer expressly agreeing that any receipt or reliance on
such information from GMAC would be gratuitous and unreasonable, respectively.

      6. Dealer's obligation to pay GMAC for the Vehicle Amount Financed shall
be absolute, unconditional and primary, notwithstanding (a) GMAC consenting to
the Delayed Payment Privilege; or (b) default in the payment or acquisition
terms by the customer of the Dealer for Delayed Payment Privilege Vehicles, or
that of any of customer's surety, guarantor, co-obligor or lender; or (c)
rejection or revocation of acceptance of any Delayed Payment Privilege Vehicles
by such customer; or (d) the acceptance by GMAC of any assignment or proceeds
from any Delayed Payment Privilege Vehicles; provided, however, that nothing in
this paragraph 6 is intended to permit payment to GMAC of any more than the
greater of (i) the Vehicle Amounts Financed or (ii) the value of GMAC's security
interest in the Delayed Payment Privilege Vehicles.
<PAGE>

      7. Upon demand by GMAC, Dealer shall provide GMAC with an assignment of
all right, title and interest of the Dealer in and to the accounts, contract
rights, sale proceeds or any other interest Dealer may then or thereafter have
in the Delayed Payment Privilege Vehicle. Said assignment shall be for the
purpose of additional security only and shall be on a form of the type and kind
provided by GMAC from time to time.

      8. GMAC may take such actions as it deems appropriate to assure and
enforce compliance with this Agreement, including requesting, for audit
purposes, verification from Dealer's customers the fact of delivery, possession,
and amount, date and circumstances of payment of any Delayed Payment Privilege
Vehicles, and the notification to appropriate persons of any security interest,
assignment or other claim in the Delayed Payment Privilege Vehicles of GMAC.

      In witness whereof the parties hereto execute this agreement the 14th day
      of February, 1991.

GENERAL MOTORS ACCEPTANCE CORPORATION            MAJOR FLEET & LEASING CORP.
                                                  ---------------------------
                                                        (Dealer's Name)


BY: /s/         XXXXXXXXXXX                       By:  Isl Bruce Bendell
          ------------------------                     -----------------------
                                                            President


Its             XXXXXXXXXXX                       Its
           ---------------------------                   ---------------------
                     (Title)                                          (Title)