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                                   EXHIBIT 10.36.2


                                  GUARANTY AGREEMENT

    THIS AGREEMENT is made effective as of the 22ND day of August, 1997, by
CROSS-CONTINENT AUTO RETAILERS, INC., A DELAWARE CORPORATION, (the "GUARANTOR"),
having a notice address of 1201 SOUTH TAYLOR STREET, P.O. BOX 750, AMARILLO,
TEXAS 79105-0750, in favor of GENERAL MOTORS ACCEPTANCE CORPORATION (the
"LENDER") having a notice address of 6303 WATERFORD BOULEVARD, SUITE 100,
OKLAHOMA CITY, OKLAHOMA 73118.

                                 W I T N E S S E T H:

    In consideration of the release by GMAC of the Guaranty Agreements of
various entities of which the undersigned is a shareholder or an affiliate and
the release of personal guaranties of various individuals of the obligations of
PERFORMANCE DODGE, INC., PERFORMANCE NISSAN, INC., MIDWAY CHEVROLET, INC.,
PLAINS CHEVROLET, INC., QUALITY NISSAN, INC., WESTGATE CHEVROLET, INC., AND
SAHARA NISSAN, INC., and in consideration of present and future financial
accommodations to MIDWAY CHEVROLET, INC., PLAINS CHEVROLET, INC., QUALITY
NISSAN, INC., WESTGATE CHEVROLET, INC., AND SAHARA NISSAN, INC., (HEREINAFTER
COLLECTIVELY REFERRED TO AS "BORROWERS") and the benefits to be derived by
Guarantor therefrom, IT IS AGREED as follows:

    1.   The Guarantor guarantees to Lender the absolute, complete and punctual
performance of any liability, indebtedness, or obligation of Borrowers, either
individually and/or collectively, to GMAC of every kind and nature, now existing
or hereafter arising, whether matured or unmatured, and any costs or expenses,
including reasonable attorneys, fees incurred in the collection or enforcement
of any such obligation.  The obligation of the Guarantor hereunder is an
absolute, unconditional and continuing guaranty of payment and performance by
the Borrowers and will not terminate until the Borrowers have paid in full all
of the amounts owing to Lender and have performed all of the Borrowers,
obligations under any and all agreements with Lender.

    2.   The Guarantor agrees that the Guarantor's liability hereunder will not
be released, reduced, impaired or affected by the occurrence of any one or more
of the following events: (a) the Lender's obtaining collateral from the
Borrowers or any other person to secure payment or performance under any
agreement; (b) the assumption of liability by any other person (whether as
Guarantor or otherwise) for payment or performance under any agreement; (c) the
release, surrender, exchange, loss, termination, waiver or other discharge of
any collateral securing payment or performance under any agreement; (d) the
subordination, relinquishment or discharge of the Lender's rights relating to
any agreement or any collateral described therein; (e) the full or partial
release from liability by the Lender of any other person now or hereafter liable
for payment or performance under any agreement; (f) the death,

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insolvency, bankruptcy, reorganization, disability, discharge, waiver or other
exoneration by the Lender of any other person now or hereafter liable for
payment or performance under any agreement; (g) the renewal, consolidation,
extension, modification, rearrangement or amendment from time to time of the
loan or of the terms of any one or more of any agreement; (h) the failure,
delay, waiver or refusal by the Lender to exercise any right or remedy held by
the Lender under any agreement; (i) the invalidity, unenforceability or
insufficiency of any agreement or any collateral securing payment or
performance thereunder; or (j) the failure of the Guarantor to be given notice
of any one or more of the foregoing actions or events.

    3.   The Lender may, at the Lender's option, proceed to enforce this
Agreement directly against the Guarantor without first proceeding against the
Borrowers for payment or performance under any agreement if the Borrower is in
default and without first proceeding against or exhausting any collateral now or
hereafter held by the Lender to secure payment or performance under any
agreement.

    4.   The Guarantor waives diligence, presentment, protest, notice of
dishonor, demand for payment, notice of nonpayment or nonperformance, notice of
acceptance of this Agreement and all other notice of any nature in connection
with the exercise of the Lender's rights under any agreement or this Agreement.
Performance by the Guarantor hereunder will not entitle the Guarantor to any
payment by any Borrower under any claim for contribution, indemnification,
subrogation or otherwise, until such time as the Borrower shall have paid in
full all amounts owing to the Lender and performed all of the Borrower's
obligations under any agreement.

    5.   The Guarantor agrees that in any action brought to enforce this
Agreement in which the Lender prevails, the Guarantor will pay to the Lender
reasonable attorney's fees, court costs and other expenses incurred by the
Lender.

    6.   Nothing herein contained will limit the Lender in exercising any rights
held under any agreement.  In the event ofany defaultunder any agreement or this
Agreement, the Lender will be entitled to enforce any one or more of the rights
held by the Lender and such action will not he deemed a waiver of any other
right held by the Lender.  All of the remedies of the Lender under this
Agreement and any agreement are cumulative and not alternative.

    7.   If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect or for any reason, such invalidity, illegality or
unenforceability will not affect any other provisions herein contained and such
other provisions will remain in full force and effect.

    8.   This agreement will be binding on the Guarantor(s) and all
representatives, successors and assigns of the Guarantor(s) and will

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inure to the benefit of the Lender and all successors and assigns of the
Lender.

    9.   This Agreement cannot be amended except by an agreement in writing.


                                       CROSS-CONTINENT AUTO RETAILERS, INC.
                                       A DELAWARE CORPORATION


                                       BY:  /s/ BILL GILLILAND
                                           ----------------------------------
                                            BILL GILLILAND

                                       ITS: CHAIRMAN OF THE BOARD AND
                                           ----------------------------------
                                            CHIEF EXECUTIVE OFFICER
                                           ----------------------------------


STATE OF TEXAS          )
                        )    ss.
COUNTY OF POTTER        )

    Before me, a Notary Public, on this 22ND day of August, 1997,
personally appeared BILL GILLILAND, to me known to be the identical person who
subscribed the name of the maker thereof to the Guaranty Agreement as its
Chairman of the Board and Chief Executive Officer, and acknowledged to me that
he executed the same as the free and voluntary act and deed of such corporation,
for the uses and purposes therien set forth.

    IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year last above written.


                                       /s/ Kathy Rieken
                                       --------------------------------------
[SEAL]                                 Notary Public


My Commission Expires:

     5-6-98
----------------------