AMENDMENT TO DEED OF TRUST,
                     FIXTURE FILING AND SECURITY AGREEMENT

     This Amendment is made and dated as of September 27, 2000, between QUALITY
AUTOMOTIVE COMPANY, a Delaware corporation (the "Trustor"), and ELLEN F. DYKE
AND DAVID G. LANE, as trustees (collectively, "Trustee"), for the benefit of FDP
BRAKES, INC. (the "Beneficiary").

     WHEREAS, certain loans from the Beneficiary to the Trustor are secured by a
Deed of Trust, Fixture Filing and Security Agreement dated May 23, 2000, by and
between the Trustor and the Beneficiary on the property owned by the Trustor
located in the Town of Tappahannock, Essex County, Virginia (the "Deed of
Trust"); and

     WHEREAS, the Deed of Trust was recorded on June 16, 2000, in the Clerk's
Office, Essex County Circuit Court in Deed of Trust Book 247, page 77; and

     WHEREAS, the parties hereto wish to amend the Deed of Trust to confirm that
all further advances being made on or about the date hereof by the Beneficiary
to the Trustor will be secured by the Deed of Trust and to make certain minor
corrections to the Deed of Trust;

     NOW THEREFORE, in consideration of the premises, in order to induce the
Beneficiary to make the further advances referred to hereinabove, and intending
to be legally bound hereby, the parties hereto agree as follows:

     1.   The principal amount secured under the Deed of Trust shall be
increased from $500,000 (as evidenced under the original Note dated May 23, 2000
between the


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Beneficiary and the Trustor) to $1,420,000 pursuant to the Trustor's Amended and
Restated Note dated September __, 2000, (the "Trustor's Note"). Therefore, the
amount secured by the Deed of Trust shall hereafter be $1,420,000 plus all
interest due thereon plus all other amounts expressed to be secured by the Deed
of Trust;

     2.   The second WHEREAS clause in the Deed of Trust shall be replaced by
the following:

     WHEREAS, pursuant to and subject to the terms, conditions and provisions of
     that certain secured promissory note, dated as of May 23, 2000, as amended
     (the "Note"), given by the Trustor to the Beneficiary, the Beneficiary has
     agreed to extend to the Trustor a loan (the "Loan") in an amount of Five
     Hundred Thousand and 00/100 Dollars ($500,000);

     3.   All references in the Deed of Trust to the Note shall be deemed to
include the Trustor's Note. Except as provided herein, all of the terms and
conditions of the Deed of Trust shall remain unchanged and continue in full
force and effect.

                           [Signature page to follow]

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     IN WITNESS WHEREOF, this Amendment to Deed of Trust, Fixture Filing and
Security Agreement has been executed and delivered on the date first set forth
above.

                                    QUALITY AUTOMOTIVE COMPANY,
                                    a Delaware corporation

                                    By: /s/ Martin Chevalier (Seal)
                                        -------------------------------
                                        Name: Martin Chevalier
                                        Its:  President


                                    ELLEN F. DYKE AND DAVID G. LANE
                                    as Trustees

                                    By: /s/ Ellen F. Dyke, Trustee
                                        -------------------------------
                                        Ellen F. Dyke


                                    By: /s/ David G. Lane, Trustee
                                        -------------------------------
                                        David G. Lane


                                    FDP BRAKES, INC.
                                    a New Jersey corporation

                                    By: /s/ John J. Carney
                                        -------------------------------
                                        Name: John J. Carney
                                        Its:  President


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