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                                   Exhibit 10.35.4

                        DEED OF TRUST AND ASSIGNMENT OF RENTS

THIS DEED OF TRUST, made this 30th day of September, 1997, between 
CROSS-CONTINENT AUTO RETAILERS, INC., herein called GRANTOR or TRUSTOR, whose 
address is 1201 S. Taylor Street, Amarillo, Texas 79105-0750, OLD REPUBLIC 
TITLE COMPANY OF NEVADA, a Nevada corporation, herein called TRUSTEE, and R. 
DOUGLAS SPEDDING, a married man, whose address is 4380 East Alameda Avenue, 
Glendale, Colorado 80222,

WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE 
IN TRUST, WITH POWER OF SALE, that property in Clark County, Nevada, 
described as:

    That portion of the Southwest Quarter (SW 1/4) of the Southeast Quarter (SE
    1/4) of Section 2, Township 21 South, Range 60 East, M.D.B. & M., described
    as Lots 1 and 2 of Parcel Map located in File 18, Page 15, recorded March
    23, 1978 in Book 863 of Official Records, as Document No. 822241, in the
    Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the 
right, power and authority given to and conferred upon Beneficiary by 
paragraph (10) of the provisions incorporated herein by reference to collect 
and apply such rents, issues and profits.

FOR THE PURPOSE OF SECURING: 1.  Performance of each agreement of Trustor 
incorporated by reference of contained herein.  2. Payment of the 
indebtedness evidenced by one promissory note of even date herewith, and any 
extension or renewal thereof, in the principal sum of $7,400,000 executed by 
Trustor in favor of Beneficiary or order. 

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: By the 
execution and delivery of this Deed of Trust and the note secured hereby, 
that he will observe and perform the provisions printed hereinafter; and that 
the references to property, obligations, and parties in said provisions shall 
be construed to refer to the property, obligations, and parties set forth in 
this Deed of Trust.

1.  To properly care for and keep said property in good condition and 
    repair; not to remove or demolish any building thereon; to complete in a 
    good and workmanlike manner any building which may be constructed 
    thereon, and to pay when due all claims for labor performed and 
    materials furnished therefor; to comply with all laws, ordinances and 
    regulations requiring any alterations or improvements to be made 
    thereon; not to commit or permit any waste thereof; not to commit, 
    suffer or permit any act to be done in or upon said property in 
    violation of law; to cultivate, irrigate, fertilize, fumigate, prune 
    and/or do any other act or acts, all in a timely and proper manner, 
    which, from the character or use of said property, may be reasonably 
    necessary, the specific enumerations herein not excluding the general.

2.  The Grantor agrees to pay and discharge all costs, fees and expenses of 
    these Trusts, including cost of evidence of title and Trustee's fees in 
    connection with sale, whether completed or not, which amounts shall 
    become due upon delivery to Trustee of Declaration of Default and Demand 
    for sale, as hereinafter provided.

3.  The amount collected under any fire insurance policy shall be credited: 
    first, to accrued interest; next to expenditures hereunder; and any 
    remainder upon the principal, and interest shall thereupon cease upon 
    the amount so credited upon principal; provided, however, that at the 
    option of the Beneficiary, the entire amount collected under the 
    policies or any part thereof may be released to the Grantor, without 
    liability upon the Trustee for such release.

4.  The Grantor promises and agrees that if, during the existence of the 
    Trust there by commenced or pending any suit or action affecting said 
    conveyed premises, or any part thereof, or the title thereto, or if any 
    adverse claim for or against said premises, or any part thereof, be made 
    or asserted, he will appear in and defend any such matter purporting to 
    affect the security and will pay all costs and damages arising because 
    of such action.

5.  Any award of damages in connection with any condemnation for public use 
    of, or injury to, any property or any part hereof is hereby assigned and 
    shall be paid to Beneficiary, who may apply or release such moneys 
    received by him in the same manner and with the same effect as herein 
    provided for disposition of proceeds of insurance.

6.  Trustee shall be under no obligation to notify any party hereto of any 
    pending sale hereunder or of action or proceeding of any kind in which 
    Grantor, Beneficiary and/or Trustee shall be named as defendant, 
    unless brought by Trustee.

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7.  Acceptance by Beneficiary of any sum in payment of any indebtedness 
    secured hereby, after the date when the same is due, shall not 
    constitute a waiver of the right either to require prompt payment, when 
    due, of all other sums so secured or to declare default as herein 
    provided for failure so to pay.

8.  Trustee may, at any time, or from time to time, without liability 
    therefor and without notice, upon written request of Beneficiary and 
    presentation of this Deed of Trust and the notes secured hereby for 
    endorsement, and without affecting the personal liability of any person 
    for payment of the indebtedness secured hereby or the effect of this 
    Deed of Trust upon the remainder of said property: reconvey any part of 
    said property; consent in writing to the making of any map or plat 
    thereof; join in granting any easement thereon; or join in any extension 
    agreement or subordination agreement in connection herewith.

9.  Upon receipt of written request from Beneficiary reciting that all sums 
    secured hereby have been paid and upon surrender of this Deed of Trust 
    and said note to Trustee for cancellation and retention and upon payment 
    of its fees, the Trustee shall reconvey without warranty the property 
    then held hereunder.  The recitals in such reconveyance of any matters 
    of fact shall be conclusive proof of the truth thereof.  The Grantee in 
    such reconveyance may be described in general terms as "the person or 
    persons legally entitled thereto" and Trustee is authorized to retain 
    this Deed of Trust and Canceled Note.

    (a) Should default be made by Grantor in payment of any indebtedness secured
        hereby and/or in performance of any agreement herein, then Beneficiary 
        may declare, after ten (10) days written notice from Beneficiary stating
        nature of default, all sums secured hereby immediately due by delivery 
        to Trustee of a written declaration of default and demand for sale, and 
        of written notice of default and election to cause said property to be 
        sold (which notice Trustee shall cause to be filed for record) and shall
        surrender to Trustee this Deed, the notes and all documents evidencing 
        any expenditure secured hereby.

10. After three months shall have elapsed following recordation of any such 
    notice of default, Trustee shall sell said property at such time and at 
    such place in the State of Nevada as the Trustee, in its sole 
    discretion, shall deem best to accomplish the objects of these Trusts, 
    having first given notice of such sale as then required by law.  Place 
    of sale may be either in the county in which the property to be sold, or 
    any part thereof, is situated, or at an office of the Trustee located in 
    the State of Nevada.

    (a)  The Grantor, Pledgor and Mortgagor of the personal property herein 
         pledged and/or mortgaged waives any and all demands or notice as 
         conditions precedent to sale of such personalty.

    (b)  Trustee may postpone sale of all, or any portion, of said property 
         by public announcement at the time fixed by said notice of sale, 
         and may thereafter postpone said sale from time to time by public 
         announcement at the time previously appointed.

    (c)  At the time of sale so fixed, Trustee may sell the property so 
         advertised or any part thereof, either as a whole or in separate 
         parcels at its sole discretion at public auction, to the highest 
         bidder for cash in lawful money of the United States, payable at 
         time of sale, and shall deliver to such purchaser a deed conveying 
         the property so sold, but without covenant or warranty, express or 
         implied.  Grantor hereby agrees to surrender, immediately and 
         without demand, possession of said property to such purchaser.

11. Trustee shall apply the proceeds of any such sale to payment of: 
    expenses of sale and all charges and expenses of Trustee and of these 
    Trusts, including cost of evidence of title and Trustee's fee in 
    connection with sale; all sums expended under the terms hereof, not then 
    repaid, with accrued interest at the rate of ten percent (10%) per 
    annum; all other sums then secured hereby, and the remainder, if any, to 
    the person or persons legally entitled thereto.

12. The Beneficiary or assigns may, at any time, by instrument in writing, 
    appoint a successor or successors to the Trustee named herein or acting 
    hereunder, which instrument, executed and acknowledged by beneficiary, 
    and recorded in the Office of the County Recorder of the County or 
    Counties wherein said property is situated, shall be conclusive proof of 
    the proper substitution of such successor or trustee, who shall have all 
    the estate, powers, duties and trusts in the premises vested in or 
    conferred on the original Trustee.  If there is more than one Trustee, 
    either may act alone and execute the Trusts upon the request of the 
    Beneficiary and his acts shall be deemed to be the acts of all Trustees, 
    and the recital in any conveyance executed by such sole trustee of such 
    requests shall be conclusive evidence thereof, and of the authority of 
    such sole Trustee to act.

13. This Deed of Trust applies to, inures to the benefit of, and binds all 
    parties hereto, their heirs, legatees, devisees, administrators, 
    executors, successors and assigns.


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14. Trustee accepts these trusts when this Deed of Trust, duly executed and 
    acknowledged, is made a public record as provided by law.

15. In this Deed of Trust, whenever the context so requires, the masculine 
    gender includes the feminine and/or neuter, and the singular number 
    includes the plural, and the term Beneficiary shall include any future 
    holder, including pledgees, of the note secured hereby.

16. Where not inconsistent with the above, Covenant Nos. 1,2,3,4,5,6,7,8 of 
    NRS 107.030 are hereby adopted and made a part of this Deed of Trust.

    The undersigned Trustor requests that a copy of any Notice of Default and of
    any Notice of Sale hereunder be mailed to him at this address hereinbefore 
    set forth.


                                 Signature of Trustor

CROSS-CONTINENT AUTO RETAILERS, INC.



By:   /s/ Bill Gilliland
   ----------------------------------   -------------------------------------
    Bill Gilliland, Chairman and 
      Chief Executive Officer


   ----------------------------------   -------------------------------------





STATE OF TEXAS           )
                         )
COUNTY OF POTTER         )

On OCTOBER 10, 1997, before me, the undersigned, a Notary Public in and for 
said State, personally appeared Bill Gilliland, Chairman and Chief Executive 
Office of Cross-Continent Auto Retailers, Inc., personally known to me (or 
proved to me on the basis of satisfactory evidence) to be the person(s) whose 
name(s) is/are subscribed to the within instrument and acknowledged to me 
that he/she/they executed the same in his/her/their authorized capacity(ies), 
and that by his/her/their signature(s) on the instrument the person(s), or 
the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature:  /s/ Kathy Rieken
          ------------------------------------

Name:           Kathy Rieken
     -----------------------------------------
                            (typed or printed)

                                         (This area for official notarial seal)






______________________ SPACE BELOW THIS LINE FOR RECORDER'S USE _______________

--------------------------------------------
Title Order No. ____97-28-8268______

Escrow No. ______97-28-8268-JL____
--------------------------------------------


        WHEN RECORDED MAIL TO:

NAME        R. DOUGLAS SPEDDING
            4380 EAST ALAMEDA AVEMUE
STREET      GLENDALE, CO 80222
ADDRESS

CITY &
STATE

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