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                               EXHIBIT 10.35.6

                                   GUARANTY

         THIS GUARANTY is made and given this 30th day of September, 1997 by 
Mr. Bill A. Gilliland ("Guarantor") to and in favor of Mr. R. Douglas 
Spedding ("Lender").

                              RECITAL OF FACTS

    WHEREFORE, Lender has agreed to make a loan (the "Loan") to, on behalf 
and for the benefit of Cross-Continent Auto Retailers, Inc., Toyota West 
Sales and Service, Inc., Douglas Toyota, Inc. and Sahara Imports, Inc. 
(collectively referred to herein as the "Borrower") to finance the 
construction of new automobile dealership facilities on certain real 
properties owned by Borrower in Denver, Colorado and Las Vegas, Nevada (the 
"Project"), with the metes and bounds or other legal descriptions of such 
properties being more particularly set forth in Exhibit "A" attached hereto 
and made a part hereof by reference (the "Parcels"); and

    WHEREFORE, the Loan is for the amount of $7,400,000, bearing interest in 
accordance with the provisions of that certain Promissory Note of even date 
herewith (the "Note"), a copy which is attached as Exhibit "B" and 
incorporated herein by this reference.  Interest is payable monthly as 
provided in the Note, which is secured by a Second Deed of Trust on the 
Parcels and the Project, a Security Agreement and Financing Statements, this 
Guaranty, and certain other loan documents (hereinafter collectively referred 
to as the "Security Instruments"); and

    WHEREFORE, to induce Lender to make the Loan and to provide Lender with 
additional security for the performance of Borrower's obligations under the 
Security Instruments, Guarantor has agreed to guarantee (1) repayment of the 
principal amount of the Loan; (2) payment of interest and other monetary 
obligations of Borrower under the Security Instruments; (3) the performance 
of all covenants, obligations, and conditions provided in the Security 
Instruments; and (4) the completion of the Project in conformance with the 
plans and specifications.  The purpose of this Guaranty is to specify the 
terms and conditions of those guarantees.

    NOW, THEREFORE, incorporating the recitals of facts above, and to induce 
Lender to make the Loan to Borrower, and for other good and valuable 
consideration, the receipt and adequacy of which are hereby acknowledged, 
Guarantor agrees as follows:

         1.   GUARANTY OF PAYMENT.  Guarantor hereby absolutely and 
unconditionally guarantees to Lender the timely, complete, and full payment 
of all principal, interest, and other sums presently due and owing or which 
in the future become due and owing to Lender from Borrower in connection with 
the Interim Construction and Master Loan Agreement of even date herewith, or 
the Loan contemplated thereby or any promissory note, deed of trust, security 
agreement, or any other Security Instrument now or hereafter made in 
connection herewith.  It is understood that this Guaranty is a guarantee of 
immediate payment and that Lender may enforce this right to immediate payment 
without proceeding against or joining the Borrower and without applying or 
enforcing any security for the Loan.

         2.   GUARANTY OF PERFORMANCE.  Guarantor hereby absolutely and 
unconditionally 

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guarantees to Lender the full observance and performance of all conditions, 
agreements, covenants, and obligations of Borrower under the Security 
Instruments, including without limitation the satisfactory completion of the 
Project in accordance with the plans and specifications approved by Lender 
from time to time, free and clear of any and all materialmens' and mechanics' 
liens.  In the event of any default by Borrower in its obligations under any 
of the Security Instruments, Guarantor agrees upon notification by Lender, to 
assume responsibility for the completion of the Project and, at Guarantor's 
own cost and expense, to cause the Project to be fully and satisfactorily 
completed.

         3.   ASSIGNMENT. Lender may assign or transfer this Guaranty and its 
rights hereunder, in whole or in part, in connection with the assignment or 
transfer of the Loan.  The benefit of this Guaranty shall automatically pass 
with a transfer or assignment of Lender or his successor or assign in the 
Loan or any portion thereof to any subsequent party to the extent of such 
party's interest in the Loan.  In the event of any such transfer or 
assignment, this Guaranty shall remain in full force and effect with respect 
to any interest which is retained by Lender.  All rights and privileges of 
Lender herein shall inure to the benefit of each and every assign and 
successor to the rights of Lender, regardless of whether such assign or 
successor holds an interest in the Loan currently with Lender, and all 
references to Lender herein shall be deemed to include every assignee or 
successor of Lender  or any subsequent holder of the Loan or any portion 
thereof.

         4.   ACTIONS BY LENDER.  No action Lender may take or omit to take 
in connection with the Loan or any security given therefor, nor any course of 
dealing with Borrower or any representative or employee of Borrower, shall 
relieve Guarantor of its obligations hereunder, or affect this Guaranty in 
any way.  By way of example, but not in limitation of the foregoing, 
Guarantor hereby expressly agrees that Lender may, from time to time and 
without notice to Guarantor:

         (a)  Amend, change, or modify, in whole or in part, the Security 
Instruments;

         (b)  Accelerate, change, extend, or renew the time for payment of 
any promissory note given in connection with the Loan;

         (c)   Waive any terms, conditions, or covenants of any of the 
Security Instruments, or grant any extension of time or forbearance for 
performance of the same;

         (d)  Compromise or settle any amount due or owing or claimed to be 
due or owing under any of the Security Instruments; or

         (e)  Surrender, release, or subordinate any or all of the security 
for the Loan or accept additional or substituted security therefor.

    The provisions of this Guaranty shall extend and be applicable to all 
renewals, amendments, extensions, and modifications of the Security 

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Instruments, and all references to any Security Instruments shall be deemed 
to include any such renewal, extension, amendment, or modification thereof.

         5.   WAIVER.  Guarantor expressly waives notice of acceptance of 
this Guaranty, presentment of payment, or performance of Borrower's 
obligations under the Security Instruments, protest and notice of protest, 
demand, notice of dishonor, notice of any and all proceedings to collect 
amounts due under the Security Instruments, and to enforce any security given 
for the Loan, and diligence in collecting sums due under the Loan or to any 
liability under this Guaranty.

    Guarantor also waives any right to require Lender to proceed against 
Borrower, to proceed against or exhaust any security held to guarantee 
performance of Borrower's obligations to Lender, or to pursue any other 
remedy whatsoever available to Lender.  Guarantor expressly waives any 
defense arising by reason of any disability or other defense of Borrower, by 
reason of the cessation from any cause whatsoever of the liability of 
Borrower, or by reason of Lender's election of any remedy against Borrower or 
Guarantor, or both, including without limitation election of Lender to 
exercise its rights under the power of sale contained in any deed of trust 
securing the Loan and the potential loss by Guarantor of the right to recover 
any deficiency from Borrower.  Until all indebtedness of Borrower to Lender 
shall have been paid in full, Guarantor shall have no right of subrogation 
and Guarantor hereby expressly defers any right to enforce any remedy which 
Lender now has or may hereafter have against Borrower and defers any benefit 
of any right to participate in any security now or hereafter held by Lender.  
In the event Borrower or Guarantor shall at any time become insolvent or make 
a general assignment, or if a petition in bankruptcy or any insolvency or 
reorganization proceeding shall be filed or commenced by, against, or in 
respect of the Borrower or Guarantor, such action shall not in any manner 
affect the continuing obligations of Guarantor hereunder.  The validity of 
this Guaranty and the obligations of the Guarantor shall not be terminated, 
affected, or impaired by the relief, discharge, or release of any or all of 
the indebtedness by operation of law or otherwise, including, without 
limitation, a discharge in bankruptcy, receivership, or other proceedings, a 
disaffirmation or rejection of the indebtedness by a trustee or other 
representative in bankruptcy, a stay or other enforcement restriction, or any 
other reduction, modification, impairment, or limitation of any of the 
indebtedness.

    In addition, Guarantor agrees that Lender shall have no duty to disclose 
to Guarantor any information it receives regarding the financial status of 
the Borrower, whether or not such information indicates that the risk that 
Guarantor may be required to perform hereunder has been or may be increased.  
Guarantor assumes full responsibility for being and keeping informed of all 
such matters.

         6.   INDEPENDENT OBLIGATION.  The obligations of Guarantor hereunder 
are independent of the obligations of Borrower, and Lender may proceed 
directly to enforce its rights under this Guaranty without proceeding against 
or joining the Borrower and without applying or enforcing any security for 
the Loan. Guarantor hereby waives any rights it may have to compel Lender to 
proceed against the Borrower or any security or to participate in any 
security for the sums guaranteed hereby.

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         7.   DEFAULT.  In case of any default in the performance of the 
Security Instruments, Lender shall have the right (1) to enforce its rights 
under this Guaranty or (2) to enforce its rights against Borrower, including 
without limitation its rights under any instrument securing the payment or 
performance of the Loan, in any order, and all remedies available to Lender 
shall be nonexclusive.  Guarantor hereby empowers Lender, its successors and 
assigns, in their sole discretion, with notice to Guarantor, to exercise any 
right or remedy which they may have, including but not limited to judicial 
foreclosure, exercise of rights of power of sale, taking a deed or assignment 
in lieu of foreclosure or sale, appointment of a receiver to protect the 
security or to collect rents and profits, exercise of remedies against 
personal property, or enforcement of an assignment of leases, as to any 
security, whether real, personal, or intangible, and Guarantor shall be 
liable to Lender for any failure of such securities to fully satisfy the 
Loan, but in no event more than the full amount due and owing, even though 
any rights which Guarantor may have against the Borrower or others may be 
diminished or destroyed by the exercise or election to exercise any such 
remedy.  In the event Lender, in its sole discretion, elects to foreclose 
against all or any portion of the security given for the loan, the amount bid 
by Lender or the amount received by Lender at the sale of the security shall 
be conclusive evidence of the value of the security for purposes of 
determining any remaining deficiency judgment to be enforced against the 
Guarantor.

         8.   PROCEEDS.  Guarantor hereby authorizes Lender, with notice to 
Guarantor, to apply all payments and credits received from Borrower or from 
Guarantor to payment of the Loan or in satisfaction of any of the covenants 
and conditions set forth in the Security Instruments, in such manner and in 
such priority as Lender, in its sole judgment, shall see fit.

         9.   INDEMNITY.  Guarantor agrees to indemnify Lender for, and hold 
Lender harmless against, all loss, cost, and expense, including without 
limitation all court costs and reasonable attorneys' fees (including 
appellate fees, if any), reasonably incurred or paid by Lender in enforcing 
or compromising any rights under this Guaranty.

         10.  DELEGATION.  Guarantor's obligations hereunder shall not be 
assigned or delegated.

         11.  AMENDMENT.  This Guaranty may not be changed orally, and no 
obligation of the Guarantor can be released or waived by Guarantor or 
Borrower except in a written amendment hereto signed by Lender.

         12.  DEATH OR RELEASE OF GUARANTOR.  Guarantor agrees that the death 
of Guarantor shall not effect a termination of this Guaranty and that nothing 
shall discharge or satisfy the liability of Guarantor hereunder except the 
full payment and performance of all Borrower's debts and obligations to 
Lender with interest.

         13.  GOVERNING LAW.  This Guaranty shall be governed by and 
construed in accordance with the laws of the State of Colorado.  Guarantor 
hereby consents to jurisdiction within the State of Colorado for purposes of 
any such litigation and agrees that service of process may be made, and 

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personal jurisdiction over Guarantor obtained, by whatever methods are 
provided by Colorado law.  Nothing contained herein, however, shall prevent 
Lender from bringing any action or exercising any rights against the security 
for the Loan or against Guarantor, individually or personally, or any 
property of Guarantor, within any other state.  Initiating such proceedings 
or taking such action in any other state shall not, however, constitute a 
waiver of the agreement contained herein that the laws of the State of 
Colorado shall govern the rights and obligations of Guarantor.















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         14.  SEVERANCE.  If any term or provision of this Guaranty shall be 
determined to be illegal or unenforceable, all other terms and provisions 
hereof shall nevertheless remain effective and shall be enforced to the 
fullest extent permitted by law.

         15.  TERM.  This Guaranty shall be irrevocable by Guarantor until 
the entire principal amount of the Loan has been repaid to Lender, together 
with all accrued interest and other charges due and payable to Lender under 
any Security Instrument.

         16.  NOTICE OF SPECIAL EVENTS.  If Guarantor shall become bankrupt 
or insolvent, or any application shall be made to have Guarantor declared 
bankrupt or insolvent, or Guarantor shall make an assignment for the benefit 
of creditors, notice of such occurrence or event shall be promptly furnished 
to Lender by Guarantor.

         17.  RIGHTS CUMULATIVE.  The rights of Lender granted and arising 
hereunder shall be separate and distinct and cumulative of other powers and 
rights which Lender may have at law or in equity, and none of them shall be 
exclusive of the others and all of them are cumulative to the remedies for 
collection of indebtedness, enforcement of rights under the deed of trust, 
and preservation of security as provided by law.  No act of Lender shall be 
construed as an election to proceed under any one provision herein to the 
exclusion of any other provision or an election of remedies to the bar of any 
other remedy allowed at law or in equity, anything herein or otherwise to the 
contrary notwithstanding.

         18.  NO WAIVER BY LENDER.  Failure by Lender to exercise any right 
which it may have hereunder shall not be deemed a waiver thereof unless so 
agreed in writing by Lender and, if any such waiver is given, it shall not be 
deemed a continuing waiver or a waiver of any other default or of the same 
default on another occasion.

         19.  NOTICES.  All notices hereunder shall be in writing and shall 
be deemed to have been sufficiently given or served for all purposes when 
presented personally (which includes notices given by messengers or overnight 
couriers) or, if sent by mail, shall be deemed given and delivered seven (7) 
days after being deposited in any duly authorized United States mail 
depository, postage prepaid, certified with return receipt requested, or, if 
delivered by telegraph, shall be deemed given upon the sender's receipt of 
confirmation of delivery by the telegraph company.  Any notices delivered 
hereunder shall be addressed to the following unless otherwise notified in 
accordance herewith:

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         IN WITNESS WHEREOF, this Guaranty has been executed as of the day 
and year first above written.

                                  GUARANTOR


                                             /s/ Bill A. Gilliland
                                  -------------------------------------------
                                  Mr. Bill A. Gilliland 

STATE OF TEXAS            )
                          )ss.
COUNTY OF POTTER          )

    The foregoing instrument was acknowledged before me this 10th day of 
October, 1997 by Mr. Bill A. Gilliland. 

    Witness my hand and official seal.

    My commission expires:      5-6-98
                           ----------------

    Notary Public:    /s/ Kathy Rieken
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