<PAGE>

The printed portions of this form approved by
the Colorado Real Estate Commission (TD 72-11-83)
-------------------------------------------------

                               Exhibit 10.35.3


IF THIS FORM IS USED IN A CONSUMER CREDIT TRANSACTION, CONSULT LEGAL COUNSEL. 
THIS IS A LEGAL INSTRUMENT.  IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL 
SHOULD BE CONSULTED BEFORE SIGNING.
                                       
                                 DEED OF TRUST
                         (Due on Transfer -- Strict)

    THIS DEED OF TRUST is made this 30th day of September, 1997, between 
Cross-Continent Auto Retailers, a Delaware corporation (Borrower), whose 
address is 1201 S. Taylor, Amarillo, Texas 79101-4313; and the Public Trustee 
of the County in which the Property (see paragraph 1) is situated (Trustee); 
for the benefit of R. Douglas Spedding, individually, (Lender), whose address 
is c/o RDS, Inc., 4380 E. Alameda Avenue, Glendale, Colorado 80222.

    Borrower and Lender covenant and agree as follows:

    1.  Property in Trust.  Borrower, in consideration of the indebtedness 
herein recited and the trust herein created, hereby grants and conveys to 
Trustee in trust, with power of sale, the following described property 
located in the County of Adams, State of Colorado:

           Lot 2, Turnpike-Interstate Addition, Filing No. 1, County of 
Adams, State of Colorado

which has the address of 7300 North Broadway, Denver, Colorado (Property 
Address), together with all its appurtenances (Property).

    2.  Note; Other Obligations Secured.  This Deed of Trust is given to 
secure to Lender:

        A. the repayment of the indebtedness evidenced by Borrower's note (Note)
           dated September 30, 1997, in the principal sum of Seven Million Four
           Hundred Thousand Dollars ($7,400,000.00) U.S. Dollars, with interest
           on the unpaid principal balance from September 30, 1997, until paid,
           at the rate of ______________* percent per annum, with principal and
           interest payable at 4380 E. Alameda Ave., Glendale, Colorado 80222 or
           such other place as the Lender may designate, in monthly interest
           payments of __________* Dollars (U.S. $_____________) due on the 10th
           day of each month beginning November 10, 1997; such payments to
           continue until the entire indebtedness evidenced by said Note is 
           fully paid; however, if not sooner paid, the entire principal amount
           outstanding and accrued interest thereon, shall be due and payable on
           October 31, 1998;

         * Interest at the Prime or Reference Rate announced by the Bank of
           America, as published in the Western Edition of THE WALL STREET
           JOURNAL, plus 1% additional interest.  The interest rate of this note
           will adjust as the Bank of America Prime or Reference Rate adjusts

           and Borrower is to pay to Lender a late charge of 10% of any payment
           not received by the Lender within 10 days after payment is due; and
           Borrower has the right to prepay the principal amount outstanding
           under said Note, in whole or in part, at any time without penalty
           except this loan may be prepaid in whole or in part at any time
           without penalty.  Any payment not received by the tenth day of any
           month shall, at the option of Holder, constitute a default hereunder.
           Default rate shall be 18%, see Promissory Note for additional terms.
        B. the payment of all other sums, with interest thereon at 18% per
           annum, disbursed by Lender in accordance with this Deed of Trust to
           protect the security of this Deed of Trust; and
        C. the performance of the covenants and agreements of Borrower herein
           contained.
    3.  Title. Borrower covenants that Borrower owns and has the right to 
grant and convey the Property, and warrants title to the same, subject to 
general real estate taxes for the current year, easements of record or in 
existence, and recorded declarations, restrictions, reservations and 
covenants, if any, as of this date and except:

         Exceptions as listed on Exhibit "A" attached and made a part hereof 
         as if fully set forth herein.

    4.  Payment of Principal and Interest.  Borrower shall promptly pay when 
due the principal of and interest on the indebtedness evidenced by the Note, 
and late charges as provided in the Note and shall perform all of Borrower's 
other covenants contained in the Note.
    5.  Application of Payments.  All payments received by Lender under the 
terms hereof shall be applied by Lender first in payment of amounts due 
pursuant to paragraph 23 (Escrow Funds for Taxes and Insurance), then to 
amounts disbursed by Lender pursuant to paragraph 9 (Protection of Lender's 
Security), and the balance in accordance with the terms and conditions of the 
Note.
    6.  Prior Mortgages and Deed of Trust; Charges; Liens.  Borrower shall 
perform all of Borrower's obligations under any prior deed of trust and any 
other prior liens.  Borrower shall pay all taxes, assessments and other 
charges, fines and impositions attributable to the Property which may have or 
attain a priority over this Deed of Trust, and leasehold payments or ground 
rents, if any, in the manner set out in paragraph 23 (Escrow Funds for Taxes 
and Insurance) or, if not required to be paid in such manner, by Borrower 
making payment when due, directly to the payee thereof.  Despite the 
foregoing, Borrower shall not be required to make payments otherwise required 
by this paragraph if Borrower, after notice to Lender, shall in good faith 
contest such obligation or forfeiture of the property or any part thereof, 
only upon Borrower making all such contested payments and other payments as 
ordered by the Court to the registry of the court in which such proceedings 
are filed.
    7.  Property Insurance.  Borrower shall keep the improvements now 
existing or hereafter erected on the Property insured against loss by fire or 
hazards included within the term "extended coverage" in an amount at least 
equal to the lesser of (1) the insurable value of the Property or (2) an 
amount sufficient to pay the sums secured by this Deed of Trust as well as 
any prior encumbrances on the Property.  All of the foregoing shall be known 
as "Property Insurance".
    The insurance carrier providing the insurance shall be qualified to write 
Property Insurance in Colorado and shall be chosen by Borrower subject to 
Lender's right to reject the chosen carrier for reasonable cause.  All 
insurance policies and renewals thereof shall include a standard mortgage 
clause in favor of Lender, and shall provide that the insurance carrier shall 
notify Lender at least ten (10) days before cancellation, termination or any 
material change of coverage.  Insurance policies shall be furnished to Lender 
at or before closing.  Lender shall have the right to hold the policies and 
renewals thereof.
    In the event of loss, Borrower shall give prompt notice to the insurance 
carrier and Lender.  Lender may make proof of loss if 

                                      1
<PAGE>

not made promptly by Borrower.
    Insurance proceeds shall be applied to restoration or repair of the 
Property damaged, provided such restoration or repair is economically 
feasible and the security of this Deed of Trust is not thereby impaired.  If 
such restoration or repair is not economically feasible or if the security of 
this Deed of Trust would be impaired, the insurance proceeds shall be applied 
to the sums secured by this Deed of Trust, with the excess, if any, paid to 
Borrower.  If the Property is abandoned by Borrower, or if Borrower fails to 
respond to Lender within 30 days from the date notice is given in accordance 
with paragraph 16 (Notice) by Lender to Borrower that the insurance carrier 
offers to settle a claim for insurance benefits, Lender is authoirzed to 
collect and apply the insurance proceeds, at Lender's option, either to 
restoration or repair of the Property or to the sums secured by this Deed of 
Trust.
    Any such application of proceeds to principal shall not extend or 
postpone the due date of the installments referred to in paragraphs 4 
(Payment of Principal and Interest) and 23 (Escrow Funds for Taxes and 
Insurance) or change the amount of such installments.  Notwithstanding 
anything herein to the contrary, if under paragraph 18 (Acceleration; 
Foreclosure; Other Remedies) the Property is acquired by Lender, all right, 
title and interest of Borrower in and to any insurance policies and in and to 
the proceeds thereof resulting from damage to the Property prior to the sale 
or acquisition shall pass to Lender to the extent of the sums secured by this 
Deed of Trust immediately prior to such sale or acquisition.
    All of the rights of Borrower and Lender hereunder with respect to 
insurance carriers, insurance policies and insurance proceeds are sujbect to 
the rights of any holder of a prior deed of trust with respect to said 
insurance carriers, policies and proceeds.
    8.  Preservation and Maintenance of Property.  Borrower shall keep the 
Property in good repair and shall not commit waste or permit impairment or 
deterioration of the Property and shall comply with the provisions of any 
lease if this Deed of Trust is on a leasehold.  Borrower shall perform all of 
Borrower's obligations under any declarations, covenants, by-laws, rules, or 
other documents governing the use, ownership or occupancy of the Property.
    9.  Protection of Lender's Security.  Except when Borrower has exercised 
Borrower's rights under paragraph 6 above, if the Borrower fails to perform 
the covenants and agreements contained in this Deed of Trust, or if a default 
occurs in a prior lien, or if any action or proceeding is commenced which 
materially affects Lender's interest in the Property, then Lender, at 
Lender's option, with notice to Borrower if required by law, may make such 
appearances, disburse such sums and take such action as is necessary to 
protect Lender's interest, including, but not limited to, disbursements of 
reasonably attorneys' fees and entry upon the Property to make repairs.  
Borrower hereby assigns to Lender any right Borrower may have by reason of 
any prior encumbrance on the Property or by law or otherwise to cure any 
default under said prior encumbrance.
    Any amounts disbursed by Lender pursuant to this paragraph 9, with 
interest thereon, shall become additional indebtedness of Borrower secured by 
this Deed of Trust.  Such amounts shall be payable upon notice from Lender to 
Borrower requesting payment thereof, and Lender may bring suit to collect any 
amounts so disbursed plus interest specified in paragraph 2B (Note; Other 
Obligations Secured).  Nothing contained in this paragraph 9 shall require 
Lender to incur any expense or take any action hereunder.
    10.  Inspection.  Lender may make or cause to be made reasonable entires 
upon and inspection of the Property, provided that Lender shall give Borrower 
notice prior to any such inspection specifying reasonable cause therefor 
related to Lender's interest in the Property.
    11.  Condemnation.  The proceeds of any award or claim for damages, 
direct or consequential, in connection with any condemnation or other taking 
of the Property, or part thereof, or for conveynace in lieu of condemnation, 
are hereby assigned and shall be paid to Lender as herein provided.  However, 
all of the rights of Borrower and Lender hereunder with respect to such 
proceeds are subject to the rights of any holder of a prior deed of trust.
    In the event of a total taking of the Property, the proceeds shall be 
applied to the sums secured by this Deed of Trust, with the excess, if any, 
paid to Borrower. In the event of a partial taking of the Property, the 
proceeds remaining after taking out any part of the award due any prior lien 
holder (net award) shall be divided between Lender and Borrower, in the same 
ratio as the amount of the sums secured by this Deed of Trust immediately 
prior to the date of taking bears to Borrower's equity in the Property 
immediatley prior to the date of taking.  Borrower's equity in the Property 
means the fair market value of the Property less the amount of sums secured 
by both this Deed of Trust and all prior liens (except taxes) that are to 
receive any of the award, all at the value immediately prior to the date of 
taking.
    If the Property is abandoned by Borrower, or if, after notice by Lender 
to Borrower that the condemnor offers to make an award or settle a claim for 
damages, Borrower fails to respond to Lender witihin 30 days after the date 
such notice is given, Lender is authorized to collect and apply the proceeds, 
at Lender's option, either to restoration or repair of the Property or to the 
sums secured by this Deed of Trust.
    Any such application of proceeds to principal shall not extend or 
postpone the due date of the installments referred to in paragraphs 4 
(Payment of Principal and Interest) and 23 (Escrow Funds for Taxes and 
Insurance) nor change the amount of such installments.
    12.  Borrower Not Released.  Extension of the time for payment or 
modification of amortization of the sums secured by this Deed of Trust 
granted by Lender to any successor in interest of Borrower shall not operate 
to release, in any manner, the liability of the original Borrower, nor 
Borrower's successors in interest, from the original terms of this Deed of 
Trust. Lender shall not be required to commence proceedings against such 
successor or refuse to extend time for payment or otherwise modify 
amortization of the sums secured by this Deed of Trust by reason of any 
demand made by the original Borrower nor Borrower's successors in interest.
    13.  Forbearance by Lender Not a Waiver.  Any forbearance by Lender in 
exercising any right or remedy hereunder, or otherwise afforded by law, shall 
not be a waiver or preclude the exercise of any such right or remedy.
    14.  Remedies Cumulative.  Each remedy provided in the Note and this Deed 
of Trust is distinct from and cumulative to all other rights or remedies 
under the Note and this Deed of Trust or afforded by law or equity, and may 
be exercised concurrently, independently or successively.
    15.  Successors and Assigns Bound; Joint and Several Liability; Captions. 
The Covenants and Agreements herein contained shall bind, and the rights 
hereunder shall inure to, the respective successors and assigns of Lender and 
Borrower, subject to the provisions of paragraph 24 (Transfer of the 
Property; Assumption).  All covenants and agreements of Borrower shall be 
joint and several.  The Captions and headings of the paragraphs in this Deed 
of Trust are for convenience only and are not to be used to interpret or 
define the provisions hereof.
    16.  Notice.  Except for any notice required by law to be given in 
another manner, (a) any notice to Borrower provided for in this Deed of Trust 
shall be in writing and shall be given and be effective upon (1) delivery to 
Borrower or (2) mailing such notice by first-class U.S. mail, addressed to 
Borrower at Borrower's address stated herein or at such other address as 
Borrower may designate by notice to Lender as provided herein, and (b) any 
notice to Lender shall be in writing and shall be given and be effective upon 
(1) delivery to Lender or (2) mailing such notice by first-class U.S. mail, 
to Lender's address stated herein or to such other address as Lender may 
designate by notice to Borrower as provided herein.  Any notice provided for 
in this Deed of Trust shall be deemed to have been given to Borrower or 
Lender when given in any manner designated herein.
    17.  Governing Law; Severability.  The Note and this Deed of Trust shall 
be governed by the law of Colorado.  In the event that any provision or 
clause of this Deed of Trust or the Note conflicts with the law, such 
conflict shall not affect other provisions of this Deed of Trust or the Note 
which can be given effect without the conflicting provisions, and to this end 
the provisions of the Deed of Trust and Note are declared to be severable.
    18.  Acceleration; Foreclosure; Other Remedies.  Except as provided in 
paragraph 24 (Transfer of the Property; Assumption), 

                                     2
<PAGE>

upon Borrower's breach of any covenant or agreement of Borrower in this Deed 
of Trust, or upon any default in a prior lien upon the Property, (unless 
Borrower has exercised Borrower's rights under paragraph 6 above), at 
Lender's option, all of the sums secured by this Deed of Trust shall be 
immediately due and payable (Acceleration).  To exercise this option, Lender 
may invoke the power of sale and any other remedies permitted by law.  Lender 
shall be entitled to collect all reasonable costs and expenses incurred in 
pursuing the remedies provided in this Deed of Trust, including, but not 
limited to, reasonable attorneys' fees.
    If Lender invokes the power of sale, Lender shall give written notice to 
Trustee of such election.  Trustee shall give such notice to Borrower of 
Borrower's rights as is provided by law.  Trustee shall record a copy of such 
notice as required by law. Trustee shall advertise the time and place of the 
sale of the Property, for not less than four weeks in a newspaper of general 
circulation in each county in which the Property is situated, and shall mail 
copies of such notice of sale to Borrower and other perons as prescribed by 
law.  After the lapse of such time as may be required by law, Trustee, 
without demand on Borrower, shall sell the Property at public auction to the 
highest bidder for cash at the time and place (which may be on the Property 
or any part  thereof as permitted by law) in one or more parcel as Trustee 
may think best and in such order as Trustee may determine.  Lender or 
Lender's designee may purchase the Property at any sale.  It shall not be 
obligatory upon the purchaser at any such sale to see to the application of 
the purchase money.
    Trustee shall apply the proceeds of the sale in the following order: (a) 
to all reasonable costs and expenses of the sale, including, but not limited 
to, reasonable Trustee's and attorneys' fees and costs of title evidence; (b) 
to all sums secured by this Deed of Trust; and (c) the excess, if any, to the 
person or persons legally entitled thereto.
    19.  Borrower's Right to Cure Default.  Whenever foreclosure is commenced 
for nonpayment of any sums due hereunder, the owners of the Property or 
parties liable hereon shall be entitled to cure said defaults by paying all 
delinquent principal and interest payments due as of the date of cure, costs, 
expenses, late charges, attorney's fees and other fees all in the manner 
provided by law.  Upon such payment, this Deed of Trust and the obligations 
secured hereby shall remain in full force and effect as though no 
Acceleration had occurred, and the foreclosure proceedings shall be 
discontinued.
    20.  Assignment of Rents; Appointment of Receiver; Lender in Possession. 
As additional security hereunder, Borrower hereby assigns to Lender the 
rents of the Property; however, Borrower shall, prior to Acceleration under 
paragraph 18 (Acceleration; Foreclosure; Other Remedies) or abandonment of 
the Property, have the right to collect and retain such rents as they become 
due and payable.
    Lender or the holder of the Trustee's certificate of purchase shall be 
entitled to a receiver for the Property after Acceleration under paragraph 
18 (Acceleration; Foreclosure; Other Remedies), and shall also be so entitled 
during the time covered by foreclosure proceedings and the period of 
redemption, if any; and shall be entitled thereto as a matter of right 
without regard to the solvency or insolvency of Borrower or of the then owner 
of the Property, and without regard to the value thereof.  Such receiver may 
be appointed by any Court of competent jurisdiction upon ex parte application 
and without notice -- notice being hereby expressly waived.
    Upon Acceleration under paragraph 18 (Acceleration; Foreclosure; Other 
Remedies) or abandonment of the Property, Lender, in person, by agent or by 
judicially-appointed receiver, shall be entitled to enter upon, take 
possession of and manage the Property and to collect the rents of the 
Property including those past due.  All rents collected by Lender or the 
receiver shall be applied, first, to payment of the costs of preservation and 
management of the Property, second, to payments due upon prior liens, and 
then to the sums secured by this Deed of Trust.  Lender and the receiver 
shall be liable to account only for those rents actually received.
    21.  Release.  Upon payment of all sums secured by this Deed of Trust, 
Lender shall cause Trustee to release this Deed of Trust and shall produce 
for Trustee the Note.  Borrower shall pay all costs of recordation and shall 
pay the statutor Trustee's fees.  If Lender shall not produce the Note as 
aforesaid, the Lender, upon notice in accordance with paragraph 16 (Notice) 
from Borrower to Lender, shall obtain, at Lender's expense, and file any lost 
instrument bond required by Trustee or pay the cost thereof to effect the 
release of this Deed of Trust.
    22.  Waiver of Exemptions.  Borrower hereby waives all right of homestead 
and any other exemption in the Property under state or federal law presently 
existing or hereafter enacted.
    23.  Escrow Funds for Taxes and Insurance.  This paragraph 23 is not 
applicable if Funds as defined below are being paid pursuant to a prior 
encumbrance.  Subject to applicable law, Borrower shall pay to Lender, on 
each day installments of principal and interest are payable under the Note, 
until the Note is paid in full, a sum (herein referred to as "Funds") equal 
to  N/A  of the yearly taxes and assessments which may attain priority 
over this Deed of Trust, plus  N/A  of yearly premium installments for 
Property Insurance, all as reasonably estimated initially and from time to 
time by Lender on the basis of assessments and bills and reasonable estimates 
thereof, taking into account any excess Funds not used or shortages.
    The principal of the Funds shall be held in a separate account by the 
Lender in trust for the benefit of the Borrower and deposited in an 
institution the deposits or accounts of which are insured or guaranteed by a 
federal or state agency.  Lender shall apply the Funds to pay said taxes, 
assessments and insurance premiums.  Lender may not charge for so holding and 
applying the Funds, analyzing said account or verifying and compiling said 
assessments and bills.  Lender shall not be required to pay Borrower any 
interest or earnings on the Funds.  Lender shall give to Borrower, without 
charge, an annual accounting of the Funds showing credits and debits to the 
Funds and the purpose for which each debit to the Funds was made.  The Funds 
are pledged as additional security for the sums secured by this Deed of Trust.
    If the amount of the Funds held by Lender shall not be sufficient to pay 
taxes, assessments and insurance premiums as they fall due, Borrower shall 
pay to Lender any amount necessary to make up the deficiency within 30 days 
from the date notice is given in accordance with paragraph 16 (Notice) by 
Lender to Borrower requesting payment thereof.
    Upon payment in full of all sums secured by this Deed of Trust, Lender 
shall simultaneouly refund to Borrower any Funds held by Lender.  If under 
paragraph 18 (Acceleration; Foreclosure; Other Remedies) the Property is sold 
or the Property is otherwise acquired by Lender, Lender shall apply, no later 
than imemdiately prior to the sale of the property or its acquisition by 
Lender, whichever occurs first, any Funds held by Lender at the time of 
application as a credit against the sums secured by this Deed of Trust.
    24.  Transfer of the Property; Assumption.  The following events shall be 
referred to herein as a "Transfer": (i) a transfer or conveyance of title (or 
any portion thereof, legal or equitable) of the Property (or any part thereof 
or interest therin), (ii) the execution of a contract or agreement creating a 
right to title (or any portion thereof, legal or equitable) in the Property 
(or any part thereof or interest therein), (iii) or an agreement granting a 
possessory right in the Property (or any portion thereof), in excess of three 
(3) years, (iv) a sale or transfer of, or the execution of a contract or 
agreement creating a right to acquire or receive, more than fifty percent 
(50%) of the controlling interest or more than fifty percent (50%) of the 
beneficial interest in the Borrower, (v) the reorganization, liquidation or 
dissolution of the Borrower.  Not to be included as a Transfer are (i) the 
creation of a lien or encumbrance subordinate to this Deed of Trust, (ii) the 
creation of a purchase money security interest for household appliances, or 
(iii) a transfer by devise, descent or by operation of the law upon the death 
of a joint tenant.  At the election of Lender, in the event of each and every 
Transfer:
    (a) All sums secured by this Deed of Trust shall become immediately due 
and payable (Acceleration).
    (b) If a Transfer occurs and should Lender not exercise Lender's option 
pursuant to this paragraph 24 to Accelerate, Transferee shall be deemed to 
have assumed all of the obligations of Borrower under this Deed of Trust 
including all sums secured hereby whether or not the instrument evidencing 
such conveyance, contract or grant expressly so provides.  This covenant 
shall run with the Property and remain in full force and effect until said 
sums are paid in full.  The Lender may without notice to the Borrower deal 
with Transferee in the same manner as with the Borrower with reference to 
said sums including the payment or credit to Transferee of undisbursed 
reserve Funds on payment in full of said sums, without in any way altering or 
discharging the Borrower's liability 

                                       3
<PAGE>

hereunder for the obligations hereby secured.
    (c) Should Lender not elect to Accelerate upon the occureence of such 
Transfer then, subject to (b) above, the mere fact of a lapse of time or the 
acceptance of payment subsequent to any of such events, whether or not Lender 
had actual or constructive notice of such Transfer, shall not be deemed a 
waiver of Lender's right to make such election nor shall Lender be estopped 
therefrom by virtue thereof.  The issuance on behalf of the Lender of a 
routine statement showing the status of the loan, whether or not Lender had 
actual or constructive notice of such Transfer, shall not be a waiver or 
estoppel of Lender's said rights.
    25.  Borrower's Copy.  Borrower acknowledges receipt of a copy of the 
Note and this Deed of Trust. 








                                       4
<PAGE>



                             EXECUTED BY BORROWER:

IF BORROWER IS NATURAL PERSON(s):

--------------------------------------    --------------------------------------
                                          doing business as
--------------------------------------                      --------------------


IF BORROWER IS CORPORATION:

ATTEST:                                   CROSS-CONTINENT AUTO RETAILERS, INC.
                                          A DELAWARE CORPORATION             
                                          --------------------------------------
                                                    Name of Corporation


      /s/ R. Wayne Moore                  by:       /s/ Bill Gilliland
--------------------------------------    --------------------------------------
             Secretary                              Bill Gilliland, Chairman



IF BORROWER IS PARTNERSHIP:
                                          --------------------------------------
                                                   Name of Partnership



                                            By:
                                                --------------------------------
                                                     A General Partner


STATE OF TEXAS       )
                     )
COUNTY OF POTTER     )


    The foregoing instrument was acknowledged before me this 10th day of 
October, 1997, by * Bill Gilliland as Chairman of Cross-Continent Auto 
Retailers, Inc., a Delaware Corporation.

    Witness my hand and official seal.
    My commission expires:              5-6-98
                                      ----------


                                                    /s/ Kathy Rieken  
                                          --------------------------------------
                                                        Notary Public


                                            1201 S. TAYLOR, AMARILLO, TX 79101
                                          --------------------------------------
                                                           Address



*If a natural person or persons, insert the name(s) of such person(s).  If a 
corporation, insert, for example, "John Doe as President and Jane Doe as 
Secretary of Doe & Co., a Colorado corporation.  "If a partnership, insert, 
for example, "Sam Smith as general partner in and for Smith & Smith, a 
general partnership."


                                       5