<PAGE>
                                   EXHIBIT 10.35.1
                                           
                              INTERIM CONSTRUCTION AND 
                                MASTER LOAN AGREEMENT
                                           
    THIS INTERIM CONSTRUCTION AND MASTER LOAN AGREEMENT (this "Agreement") is
entered into as of the 30th day of September, 1997 by and between Toyota West
Sales and Service, Inc., Douglas Toyota, Inc, and Cross-Continent Auto
Retailers, Inc. (collectively referred to herein as the "Borrower"), and R.
Douglas Spedding ("Lender").

    WITNESSETH:

    WHEREAS, Borrower is the owner of that certain tract or parcel of land
situated in Adams County, Colorado, commonly known as 7300 North Broadway,
Denver, Colorado, and more particularly described in Exhibit A attached hereto
and incorporated herein by reference for all purposes ("Parcel A"); and

    WHEREAS, Borrower is the owner of that a certain tract or parcel of land
situated in Clark County, Nevada, and more particularly described by metes and
bounds on Exhibit B attached hereto and incorporated herein by reference for all
purposes ("Parcel B") (Parcels A and B are referred to collectively herein as
the "Parcels"); and

    WHEREAS, in connection with financing Borrower's construction on each of
the Parcels of new automobile dealership facilities, including showrooms, office
and administrative space, service bays and other lot and facility improvements
(the "Improvements"), Borrower has applied to Lender for a loan (the "Loan"),
and Lender and Borrower desire to enter into this Agreement for the purposes of
establishing the terms, conditions and agreements under which Lender is willing
to make the Loan and pursuant to which Lender will advance funds thereunder to
Borrower;

    NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and 

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conditions contained herein, and for other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, Borrower and 
Lender hereby agree as follows:

                                 ARTICLE ONE

                              GENERAL LOAN TERMS

    1.1  COMMITMENT TO LEND.

    Subject to and upon the terms, covenants and conditions hereinafter set
forth, Lender will hereafter lend to Borrower the sum of $7,400,000 (Seven
Million Four Hundred Thousand Dollars), pursuant to the terms hereof and of the
Note (hereinafter defined), which indebtedness shall be evidenced by a
promissory note (said note and any and all modifications, amendments or
extensions thereof, and any promissory notes given in replacement or
substitution therefor or in renewal, extension or modification thereof, in whole
or in part, being referred to herein as the "Note"), in form and substance
reasonably satisfactory to Lender.  Notwithstanding the foregoing, or anything
to the contrary contained herein, it is understood and agreed that in no event
will Lender advance to Borrower any amount in excess of $7,400,000 for the
purpose of enabling Borrower to pay costs incurred in constructing the
Improvements upon the Parcels.

    1.2  LOAN COLLATERAL.

    The Note and any renewals and extensions thereof shall be secured by, among
other collateral, the following:

         (a)  A lien upon the Parcels, together with the Improvements and any
and all other equipment, furniture, fixtures, improvements, and attachments of
any nature whatsoever, now owned or hereafter acquired by Debtor, and located on
or used in conjunction with either of the properties described in Exhibits A and
B attached hereto; now existing or hereafter constructed or placed upon the
Parcels (the Parcels and all such improvements and other property being
sometimes referred to herein collectively as the "Mortgaged Properties"; Parcel
A and all such improvements and other property being placed thereon and referred
to herein collectively as "Mortgaged Property A"; and Parcel B and all such
improvements and other property being placed thereon and referred to herein
collectively as "Mortgaged Property B";), second only to those first liens and
deeds of trust 

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recorded (i) against Parcel A in the amount of $2,000,000 in favor and for 
the benefit of RDS, Inc. and (ii) against Parcel B in the amount of 
$5,500,000 in favor and for the benefit of R. Douglas Spedding, which liens 
shall be created and evidenced by second deeds of trust (with a security 
agreement, assignment of rents and financing statement) (the "Deed of Trust") 
in the amount of $7,400,000 executed by Borrower, in form and substance 
reasonably satisfactory to Lender;

         (b)  A Security Agreement (the "Security Agreement") in favor of
Lender covering any and all  equipment, furniture, fixtures, improvements, and
attachments of any nature whatsoever, now owned or hereafter acquired by Debtor,
and located on or used in conjunction with either of the properties described in
Exhibits A and B attached hereto in form and substance acceptable to Lender;

         (c)  All other deeds of trust, security agreements, assignments,
financing statements and other documents and instruments executed in connection
with the Loan to create, evidence or assure Lender's security for the Loan
including, but not limited to, all plans, specifications, drawings, contracts,
licenses, and permits of every kind issued or created to enable Borrower to
construct and operate the Improvements.

    Items (a) through (c) of this Section 1.2, together with any other
assignments or security agreements executed in connection with the Loan, and all
modifications, renewals and extensions thereof, are sometimes collectively
referred to herein as the "Security Instruments."

    1.3  LOAN.

    As used herein, the term "Loan" includes: (a) the indebtedness evidenced by
the Note; (b) any and all indebtedness, obligations and liabilities arising
under or pursuant to this Agreement or any and all of the Security Instruments;
(c) all loans and advances Lender may hereafter make to Borrower hereunder and
all amounts which Lender may deem, in its sole discretion, necessary to be made
to protect the Loan Collateral; and (d) any and all renewals, modifications
and/or extensions of all or any part of the indebtedness, obligations, debts,
loans, advances and liabilities described in (a) through (d) preceding.

    1.4  PROCEEDS OF THE LOAN.

    The proceeds of the Loan shall be disbursed in the form of Advances
(hereinafter defined) for Borrower's costs and expenses of the development of
the Land and the construction thereon of 

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all buildings and improvements (the "Improvements"), in accordance with (i) 
the original budget (the "Approved Budget") submitted by Borrower to Lender, 
attached hereto as Exhibit C and incorporated herein by reference for all 
purposes, which Approved Budget specifies the cost by item of (a) all labor, 
materials and services necessary for the development and construction of the 
Improvements, and (b) all other expenses anticipated by Borrower incident to 
the Loan, the Mortgaged Properties and the construction of the Improvements, 
and (ii) the Plans (hereinafter defined).  In the event that the actual costs 
incurred by Borrower with respect to any item in the Approved Budget are less 
than the amount allocated therefor, then Borrower shall be entitled to 
reallocate any amounts it has saved to any other item set forth in the 
Approved Budget.

    1.5  PAYMENTS OF INTEREST AND PRINCIPAL.

    All interest due and payable upon the Note shall be paid monthly by
Borrower to Lender on the tenth (10th) day of each month during the period that
this loan is in effect, with the full balance of principal and any remaining
interest upon the Note due and payable by Borrower to Lender upon maturity.  The
interest rate shall be adjustable, set at a rate of prime plus one percent
(prime + 1%), at the prime or reference rate periodically announced by the Bank
of America and published in the Western edition of the Wall Street Journal.  The
Note will mature on October 31, 1998.  All payments will be applied first to
interest accrued to the date of receipt of said installment, and the balance, if
any, to the principal.  Holder should give written notice to the undersigned of
each increase or decrease in the rate within ten (10) days after the effective
date of each rate adjustment.

                                  ARTICLE TWO

                        CONDITIONS PRECEDENT TO THE LOAN

    2.1  CONDITIONS.

    Borrower shall deliver, and Lender shall not be obligated to make the Loan
unless prior to the disbursement by Lender of any funds under the Loan, Borrower
has delivered, to Lender, the duly executed and, where appropriate,
acknowledged, documents, certificates, evidence and other instruments required
herein, including without limitation, the following:

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         (a)  The Note;

         (b)  The Second Deeds of Trust on both the Parcels;

         (c)  The Security Agreement and such assignments as Lender deems
necessary;

         (d)  Financing Statements to be filed in the U.C.C. and real estate
fixture filing records of Adams County, Colorado for Mortgaged Property A;

         (e)  Financing Statements to be filed with the Secretary of State of
Nevada, and in the U.C.C. and real estate fixture filing records of Clark
County, Nevada for Mortgaged Property B;

         (f)  ALTA (Co. 87) Mortgagee Policy of Title Insurance ("Title Policy
A") issued by Land Title Guarantee Company, agent for Old Republic National
Title Insurance Company (the "Title Company"), by which the Title Company
insures Lender's ownership of a second deed of trust and lien on Mortgaged
Property A in an amount not less than $3,000,000.00, subordinate and second only
to that first lien and deed of trust recorded against Parcel A in the amount of
$2,000,000 in favor and for the benefit of RDS, Inc.; provided, however, that
(i) the restrictive covenants exception, if any, shall be endorsed "None of
Record" or shall list any restrictive covenants by volume and page number; (ii)
the tax exception shall except only to standby fees and taxes for 1997 and
subsequent years and shall be endorsed "Not Yet Due and Payable", (iii) the
survey exception shall be deleted, (iv) there shall be no exception for rights
of parties in possession; and (v) any exception for visible and apparent
easements or roads and  

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highways shall be limited to those shown on the surveys furnished pursuant to
Section 2.l(h) hereof.  If required by Lender, such policy shall be extended to
cover each and every advance of the Loan proceeds at the time of making such
advance;

         (g)  ALTA (Co. 87) Mortgagee Policy of Title Insurance ("Title Policy
B") issued by Old Republic Title Company of Nevada, agent for the Title Company,
by which the Title Company insures Lender's ownership of a second deed of trust
and lien on Mortgaged Property B in an amount not less than $4,400,000.00,
subordinate and second only to that first lien and deed of trust recorded
against Parcel B in the amount of $5,500,000 in favor and for the benefit of R.
Douglas Spedding; provided, however, that (i) the restrictive covenants
exception, if any, shall be endorsed "None of Record" or shall list any
restrictive covenants by volume and page number; (ii) the tax exception shall
except only to standby fees and taxes for 1997 and subsequent years and shall be
endorsed "Not Yet Due and Payable", (iii) the survey exception shall be deleted,
(iv) there shall be no exception for rights of parties in possession; and (v)
any exception for visible and apparent easements or roads and highways shall be
limited to those shown on the surveys furnished pursuant to Section 2.l(h)
hereof.  If required by Lender, such policy shall be extended to cover each and
every advance of the Loan proceeds at the time of making such advance;

         (h)  If so required by the applicable title insurer, a currently dated
ALTA survey or surveys, and recorded plat if in existence, of Parcels A and B,
with a metes and bounds description of the Parcels thereon, if applicable,
showing the location of any and all improvements and reflecting, among other
matters, all easements, encroachments, protrusions or other encumbrances or
matters affecting the Parcels (and the recording data therefor), and the number
of square feet contained in the Parcels prepared and certified by a duly
registered and licensed surveyor or engineer reasonably acceptable to Lender,
and containing a certification thereon in form and substance reasonably
acceptable to Lender;

         (i)  Copies of all contracts which may have been entered into with
contractors with respect to the construction of the Improvements, and any and
all other agreements or documents related or pertaining thereto;

         (j)  The final plans and specifications for the development and
construction of the Improvements (collectively the "Plans"), which plans shall
be in conformity with all governmental 

<PAGE>

requirements and restrictive covenants applicable to the Land or the 
Improvements and must be approved by Lender;

         (k)  Evidence of a policy or policies of hazard insurance (or
satisfactory certificates evidencing the existence thereof), in such amounts and
in form and content and issued by a company or companies reasonably acceptable
to Lender insuring the Mortgaged Properties and all materials and supplies
located thereon against loss or damage by fire and the risks and hazards insured
against by the standard form of extended coverage with builder's risk
endorsement in the full amount of the Loan, and against vandalism and malicious
mischief, and such other risks and hazards as Lender may reasonably request, and
containing a standard mortgage clause and a loss payable clause or endorsement
making loss payable to Lender as his interest shall appear;

         (l)  Evidence, in form acceptable to Lender, that Borrower, his
contractors, subcontractors and agents are carrying, in Lender's reasonable
judgment, satisfactory amounts of workmen's compensation and liability insurance
to cover any and all of Borrower's potential liabilities and losses as owner of
the Mortgaged Properties, showing Lender as an additional insured.  Lender
understands and agrees to Borrower's insurance through a self-insurance group
for the Las Vegas, Nevada building project, as long as satisfactory amounts of
coverage, in Lender's reasonable judgment, are being carried by Borrower through
such group of worker's compensation and liability insurance as set forth in this
paragraph;

         (m)  Releases or waivers of mechanics' and materialmen's liens and, if
required by Lender, receipted bills showing payment to any and all parties who
have furnished materials or services or performed labor of any kind in
connection with the construction of the Improvements; and

         (n)  Such other deeds of trust, agreements, financing statements,
assignments, title insurance, surveys, certificates, instruments, and other
documents as Lender shall reasonably request to evidence, create or assure the
rights or benefits to be created in favor of Lender pursuant to this Agreement
or any of the Loan Papers.

<PAGE>

                                 ARTICLE THREE

                                   ADVANCES

    3.1  DEFINED TERMS.

    The term "Advance" shall mean a disbursement by Lender of the proceeds of
the Loan for financing construction of the Improvements, and "Advances" shall be
the plural thereof.  The term "Application for Advance" shall mean a written
application submitted by Borrower to Lender, (and/or such other parties as
Lender may require), and in the form attached hereto as Exhibit D, requesting an
Advance and containing, if required by Lender, an Affidavit of Borrower
(hereinafter defined), accompanied by such schedules, affidavits, releases,
waivers, statements, invoices, bills and other documents provided herein or as
Lender may reasonably request.  The term "Affidavit of Borrower" shall mean a
sworn affidavit executed by Borrower (and such other parties as Lender may
require), to the effect that all statements, invoices, bills and other expenses
incurred to a specified date in connection with the development or construction
of the Improvements which are the subject matter of such affidavit, whether or
not specified in the Approved Budgets, have been paid in full, except for (a)
amounts retained pursuant to any construction contract or as otherwise required
hereunder, and (b) items expressly approved in writing by Lender to be paid from
the proceeds of an Advance then being requested, if any.

    3.2  TIMING OF ADVANCES.

    Advances shall be made by Lender upon compliance by Borrower with the terms
and conditions contained in this Agreement after actual commencement of
construction of the Improvements only for work actually done by Borrower during
the preceding Period.  From time to time, but not more frequently than twice a
month, Borrower may submit to Lender an Application for Advance requesting an
Advance under the Loan for the payment of the cost of labor, materials and
services supplied for the development or construction of the Improvements and
for the payment of other costs and expenses incident to the Loan, or the
construction of the Improvements, and specified in the Approved Budgets.  Each
Application for Advance shall be submitted by Borrower to Lender a reasonable
time (but not less than five (5) business days) prior to the date upon which the
Advance requested is desired by Borrower.

<PAGE>

    3.3  LIMITATION ON ADVANCES.

    Advances for payment of the cost of development or construction of the
Improvements shall not exceed the aggregate of (a) the cost of labor, materials
and services incorporated into the Improvements in a manner reasonably
acceptable to Lender and as specified in the Approved Budget, PLUS (b) the
purchase price of all uninstalled materials to be utilized in the construction
and assembly of the Improvements and stored on the Land, or elsewhere with the
written consent of, and in a manner acceptable to, Lender, less (c) the sum of
all prior Advances.  Lender may disburse any portion of any Advance hereunder at
any time, and from time to time, to persons other than Borrower for the purposes
specified herein irrespective of the other provisions of this Agreement, and the
amount of funds to which Borrower shall thereafter be entitled under this
Agreement shall be correspondingly reduced.

    3.4  CONDITION PRECEDENT TO INITIAL ADVANCE.

    Prior to being required to make any Advance hereunder, Lender shall require
proof in the form of such schedules, affidavits, releases, waivers, statements,
invoices, bills and other documents provided herein or as Lender may reasonably
request to document that  Cross-Continent Auto Retailers, Inc. ("CCAR") has
invested at least FIVE MILLION DOLLARS ($5,000,000) of it's own funds in the
Improvements consistent with the Approved Budgets for the projects to be
completed upon Parcels A and B, and an affidavit of an officer or director of
CCAR attesting that, as of the date of the Initial Advance made hereunder (and
defined hereafter):

         (a)  CCAR has invested at least $5,000,000 of it's own funds towards
completion of the Improvements consistent with the Approved Budgets;

         (b)  All statements, invoices, bills and other expenses incurred to a
specified date in connection with the development or construction of the
Improvements which are the subject matter of such affidavit, whether or not
specified in the Approved Budgets, have been paid in full;

         (c)  There exists no default or event (a "Potential Default") which
with notice, lapse of time or, both, would constitute a default hereunder or
under any of the Loan Papers;

         (d)  Borrower has submitted to Lender an Application for the Initial
Advance;

         (e)  The representations and warranties made in this Agreement remain
in force 

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and effect and are true and correct; and

         (f)  Borrower has procured and delivered to Lender releases or waivers
of mechanic's and materialmen's liens and receipted bills showing payment to all
parties who have furnished materials or services or performed labor of any kind
in connection with the construction of any part of the Improvements.     

    3.5  CONDITIONS PRECEDENT TO SUBSEQUENT ADVANCES.

    As a condition precedent to each subsequent Advance after the first Advance
disbursed after the closing of the Loan (the "Initial Advance"), and in addition
to all other requirements herein, Borrower must satisfy the following
requirements:

         (a)  All conditions precedent to disbursing the Initial Advance
pursuant to Sections 2.1 and 3.4 hereof, and any other prior Advance, shall have
been and continue to be satisfied;

         (b)  There shall exist no default or event (a "Potential Default")
which with notice, lapse of time or, both, would constitute a default hereunder
or under any of the Loan Papers;

         (c)  The representations and warranties made in this Agreement shall
be true and correct on and as of the date of each such Advance, with the same
effect as if made on that date;

         (d)  Borrower shall have submitted to Lender an Application for
Advance with respect to the Advance being requested;

         (e)  Borrower shall have procured and delivered to Lender releases or
waivers of mechanic's and materialmen's liens and receipted bills showing
payment to all parties who have furnished materials or services or performed
labor of any kind in connection with the construction of any part of the
Improvements; and

         (f)  Borrower shall have submitted such other instruments and
documents as Lender shall reasonably request to evidence, create or assure the
rights or benefits to be created in favor of Lender pursuant to this Agreement.

    3.6  FINAL ADVANCE.

<PAGE>

    The final Advance will not be made until the date of final completion of
the Improvements, and in any event not until Lender has received such of the
following with respect to the Improvements and the Loan, as Lender may request
from Borrower: (a) a certificate from Lender's inspector and Borrower's
designated architects/engineers, certifying to Lender that the Improvements have
been completed substantially in accordance with the Plans, as approved by
Lender; (b) evidence that no mechanic's or materialmen's liens or other
encumbrances have been filed and remain in effect against the Mortgaged
Properties or any part thereof; (c) evidence that all governmental requirements
have been satisfied, including, without limitation, evidence that the
improvements are in conformity with any and all governmental requirements
applicable to the Land or the Improvements; and (d) a liens-paid affidavit
executed by Borrower to the effect that (and/or, at Lender's request, final lien
releases or waivers from) all subcontractors, materialmen and other parties who
have supplied labor, materials or services for the construction of the
Improvements, or who otherwise might be entitled to claim a contractual,
statutory or constitutional lien against the Mortgaged Properties, have been
paid in full with respect to the Improvements or that Borrower is contesting
payment of any amounts due upon such liens in a commercially appropriate manner
with adequate reserves being held with Borrower.

    3.7  NO WAIVER.

    No Advance shall constitute a waiver of any condition precedent to the
obligation of Lender to make any further Advance or preclude Lender from
thereafter declaring the failure of Borrower to satisfy such conditions
precedent to be a default hereunder or under any of the Loan Papers (as
hereafter defined).

    3.8  CONDITIONS PRECEDENT FOR THE BENEFIT OF LENDER.

    All conditions precedent to the obligation of Lender to make the Initial
Advance or any other Advance hereunder are imposed hereby solely for the benefit
of Lender, and no other party may require satisfaction of any such condition
precedent or be entitled to assume that Lender will refuse to make any Advance
in the absence of strict compliance with such conditions precedent.  Any
requirement or condition of this Agreement may be waived by Lender at its
discretion, in whole or in part, at any time, but no such waiver shall imply or
be deemed a waiver of any subsequent or other 

<PAGE>

requirement or condition of this Agreement or any of the Loan Papers.

    ARTICLE FOUR

                  CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER

    4.1  BORROWER REPRESENTS AND WARRANTS THAT:

         (a)  Borrower possesses all necessary and lawful authority and power
to carry on his or its business and to comply with the terms, covenants and
conditions of this Agreement, any and all documents, instruments and agreements
mentioned herein or contemplated to be delivered hereunder, and any and all
documents, instruments and agreements evidencing, securing or pertaining to all
or any part of the Loan, including, without limitation, the Security Agreement,
the Note, the Deeds of Trust and all the Security Instruments (this Agreement
and all such documents, instruments and agreements, together with any and all
renewals, extensions and modifications thereof, herein sometimes being
collectively called the "Loan Papers").

         (b)  Borrower is duly authorized to execute and deliver the Loan
Papers, and will continue to be duly authorized to borrow monies hereunder and
to perform all  obligations under the Loan Papers.

         (c)  Neither the execution and delivery of the Loan Papers, nor
consummation of any of the transactions herein contemplated, nor compliance with
the terms and provisions hereof, will contravene any provision of law, statute,
rule or regulation to which Borrower is subject or any judgment, decree,
license, order or permit applicable to Borrower, or will conflict or will be
inconsistent with, or will result in any breach of any of the terms of the
covenants, conditions or provisions of, or constitute a delay under, or result
in the creation or imposition of a lien (except liens in favor of Lender) upon
any of the property or assets of Borrower, pursuant to the terms of any
indenture, mortgage, deed of trust, agreement or other instrument to which
Borrower is a party or by which Borrower may be bound, or to which Borrower may
be subject.

         (d)  No consent, approval, authorization or order of any court or
governmental authority or third party (other than those which have been obtained
prior to the date hereof and of which Borrower has notified Lender in writing on
the date hereof) is required in connection with the execution and delivery by
Borrower of any of the Loan Papers.

<PAGE>

         (e)  The Loan Papers, when duly executed and delivered, will be the
legal and binding obligations of Borrower, enforceable in accordance with their
respective terms except as the same may be limited by applicable bankruptcy,
insolvency, rearrangement, moratorium, reorganization, liquidation,
conservatorship or similar debtor relief laws of general application and the
power of courts to award damages in lieu of granting equitable remedies.

         (f)  All federal, state, local, and other taxes, assessments, fees,
and other governmental charges imposed upon Borrower or upon the assets of
Borrower or on the Mortgaged Properties (all such taxes, assessments, fees, and
charges being herein called "Taxes") which are due and payable, have been paid
or will be paid before they are delinquent. 

         (g)  Neither Borrower, nor any affiliate of Borrower, is in default of
any other obligation with respect to money that Borrower, or any affiliate of
Borrower, has borrowed from Lender or any other financial institution upon any
obligation that would have a material negative impact upon the financial
condition of Borrower.

         (h)  At the date hereof, no part of the Mortgaged Properties is the
subject of any contract of sale, conditional sales agreement, contract for deed
or any other like instrument or any other encumbrance whatsoever affecting the
Mortgaged Properties except matters expressly acknowledged and approved in
writing by Lender on or before the date hereof, except for any liens set forth
in Exhibit E attached hereto (the "Permitted Liens") which liens represent all
of the existing liens upon the Properties as of the date of this Agreement.

         (i)  The balance sheets, financial statements and income tax returns
of Borrower, which have heretofore been delivered to Lender are complete and
accurate and correct in all material respects.

                                ARTICLE FIVE

                      AFFIRMATIVE COVENANTS OF BORROWER

    5.1  UNTIL PAYMENT AND PERFORMANCE IN FULL OF THE LOAN, BORROWER COVENANTS
AND AGREES TO:

         (a)  Promptly pay, or cause to be paid, when due any and all Taxes
before delinquency, unless otherwise contested by Borrower based upon some
reasonable claim or 

<PAGE>

argument;

         (b)  Promptly pay all survey, appraisal, recording and title expenses
with respect to the Mortgaged Properties or the Loan (subject to Borrower's
right to contest such expenses based upon some reasonable claim or argument);

         (c)  Promptly pay and discharge when due all of his debts, claims,
liabilities and obligations with respect to the Mortgaged Properties, including,
without limitation, those under any construction contract and any and all other
contracts for construction or work on the Mortgaged Properties and for all other
labor and materials (subject to Borrower's right to contest such expenses based
upon some reasonable claim or argument);

         (d)  Promptly pay, or cause to be paid, when due any and all other
costs and expenses required by this Agreement or arising in connection with the
Loan or this Agreement, including, without limitation, all reasonable fees and
expenses of counsel to Lender, all fees for filing or recording the Security
Instruments and all survey and title insurance and examination charges,
including premiums for the Policy and any updates or increased coverage thereof;

         (e)  Keep, in the city to which notice is to be sent to Borrower
pursuant to this Agreement, proper and complete books of record and account
concerning the transactions and financial records and affairs of borrower as
relating to the Mortgaged Properties, and, at Lender's request, make such
records available for Lender's inspection and permit Lender to make and keep
copies thereof;

         (f)  Furnish, or cause to be furnished, to Lender such other
information, not otherwise required herein, respecting the business affairs,
assets and liabilities of Borrower as Lender shall from time to time reasonably
request;

         (g)  Except as already approved by Lender, Borrower will not become
party to any contract for the performance of any work with respect to the
Mortgaged Properties or for the supplying of any labor, materials, or services
for the construction of any part of the Improvements except upon such terms and
with such parties as shall be approved in advance in writing by Lender;
provided, however, that Lender shall not unreasonably delay approval of
contracts submitted to it by Borrower.  Any construction contracts or agreements
with respect to the Improvements shall provide that all liens of the general
contractor and any subcontractors shall be subordinate to the lien 

<PAGE>

of the Deed of Trust.  No approval by Lender of any construction contract 
executed hereafter or any change order shall impose upon Lender any 
responsibility for the adequacy, form, or content of any such construction 
contract or change order;

         (h)  Deliver to Lender, upon execution hereafter of any contract for
development or construction on or to any part of the Mortgaged Properties or
materials supplied in connection therewith, a subordination agreement in form
and substance satisfactory to Lender, subject to the provisions thereof;

         (i)  Ensure that the construction of the Improvements shall be
prosecuted with due diligence and continuity, in a good and workmanlike manner,
and in accordance with sound building and engineering practices, all applicable
governmental requirements, the Approved Budgets and the Plans.  Borrower shall
not permit cessation of work for a period in excess of thirty (30) business days
without the prior written consent of Lender, except for delays due to bad
weather, strikes, riots, acts of God, war, governmental laws, regulations or
restrictions, and Borrower shall promptly notify Lender of any such delays;
provided, however, that in no event shall work cease for a period in excess of
forty-five (45) days regardless of the cause.  Except for such delays as are
hereinabove allowed, the Improvements shall be completed by no later than the
31st day of October, 1998.

         (j)  Cause all materials supplied for, or intended to be utilized in,
the construction of any part of the Improvements, to be stored on the Land or at
such other location as may be approved by Lender in writing, with adequate
safeguards, as required by Lender, to prevent loss, theft, damage or commingling
with other materials or projects;

         (k)  Permit Lender, any governmental authority, and their respective
agents and representatives, to enter at all reasonable times upon the Mortgaged
Properties and any locations where materials intended to be utilized in the
construction of any part of the Improvements are stored for the purpose of
inspection of the Mortgaged Properties and such materials;

         (l)  Timely comply with and promptly furnish to Lender true and
complete copies of any official notice or claim by any governmental authority
pertaining to the Mortgaged Properties; 

         (m)  Apply all Advances for payment or reimbursement of costs and
expenses specified in the Approved Budgets and the related Application for
Advance, and for no other purpose;

<PAGE>

         (n)  Protect the Mortgaged Properties, and the materials stored
therein, from removal, destruction or damage and maintain, with financially
sound and reputable insurance companies or associations, insurance of the kinds,
in such amounts and covering such risks as Lender shall reasonably require, and,
at Lender's request, deliver to Lender evidence, of the maintenance of such
insurance;

         (o)  Promptly notify Lender in writing of any change in any fact or
circumstance represented or warranted herein, in any of the Loan Papers, or in
any other document furnished to Lender in connection with this Agreement, or of
any fact or circumstance which might materially delay or impede the construction
of the Improvements or interfere with the lease, sale or operation thereof,
including, without limitation, any fire or other casualty, any notice of taking
or eminent domain action or proceeding affecting the Mortgaged Properties or the
Improvements or any litigation, or claim or controversy which might become the
subject of litigation, against Borrower or affecting the Mortgaged Properties,
if any unfavorable outcome of same might have a material adverse effect on
Borrower's financial condition or cause a default hereunder;

         (p)  Promptly pay or cause to be paid when due all costs and expenses
incurred in connection with the Mortgaged Properties and the construction of the
Improvements, and Borrower shall keep the Mortgaged Properties free and clear of
any liens, charges or claims other than the lien of the Deed of Trust and the
first liens against the Parcels in favor of RDS, Inc. and R. Douglas Spedding as
more particularly described in paragraph 1.2(a) of this Agreement. 
Notwithstanding anything to the contrary contained in this Agreement or any of
the Security Instruments, Borrower may (i) contest the validity or amount of any
claim of any contractor, consultant, architect or other person providing labor,
materials or services with respect to the Mortgaged Properties, (ii) contest any
tax or special assessments levied by any governmental authority, or (iii)
contest the enforcement of or compliance with any governmental requirements, and
such contest on the part of Borrower shall not be a default hereunder; provided,
however, that during the pendency of any such contest, Borrower shall furnish to
Lender a bond or other security acceptable to Lender in a sum reasonably
acceptable to Lender and provided further that Borrower shall pay any contested
sum before a Judgment resulting from any such contest is subject to foreclosure
or execution upon the Mortgaged Properties or any part thereof;

         (q)  Comply with any and all governmental rules, regulations or
requirements of 

<PAGE>

any kind which are applicable to the Mortgaged Properties, including, without 
limitation, all such matters relating to zoning, utilities and construction; 
and preserve and maintain all licenses, privileges, franchises, certificates 
and the like necessary for the operation of Borrower's business and the 
Improvements;

         (r)  Consider all sums, if any, paid or expended by Lender under the
terms of this Agreement in excess of the amount of the Loan to be an additional
loan to Borrower and the repayment thereof, together with interest thereon at
the rate provided for past due payments of principal and interest on the Note,
shall be secured by the Deed of Trust and any other Security Instruments and
shall be immediately due and payable without notice of any kind whatsoever; and
Borrower agrees to pay such sums upon demand (provided that nothing contained
herein shall obligate Lender to make such advances);

         (s)  Execute and deliver to Lender such documents, financing
statements, instruments, assignments, agreements, extensions, renewals and other
writings, and do such other acts as are necessary or desirable, to preserve and
protect any collateral at any time securing or intended to secure the Loan, as
Lender may from time to time require, and do and execute all and such further
lawful and reasonable acts, conveyances and assurances for the better and more
effective carrying out of the intents and purposes of this Agreement and
Lender's rights and remedies under the Loan Papers as Lender shall reasonably
require from time to time; and

<PAGE>

         (t)  Within ninety (90) days of the Initial Advance made hereunder
this Loan Agreement, obtain a commitment for permanent financing for the new
automobile dealership facilities being constructed on the Parcels, the proceeds
of which will be used upon maturity hereof to pay off, extinguish and retire all
debt owed by Borrower to Lender pursuant to and under this Loan Agreement and
the underlying Note.   

                                 ARTICLE SIX

                        NEGATIVE COVENANTS OF BORROWER

    6.1  LIMITATIONS.

    Until payment and performance in full of the Loan and all other obligations
of Borrower secured by the Deed of Trust, Borrower covenants that he will not,
without the prior written consent of Lender, which consent will not be
unreasonably withheld:

         (a)  Create by mortgage, deed of trust, security agreement, title
retention document, first Liens, or other security instrument, or suffer to
exist, any lien or encumbrance upon the Mortgaged Properties, whether or not
subordinate to the lien of the Deed of Trust, except for the Permitted Liens and
any matters as may be specifically provided for in the Loan Papers and the first
liens more particularly described in paragraph 1.2(a) of this Agreement;

         (b)  Waive, assign or transfer, or attempt so to do, any of his
rights, powers, duties or obligations arising pursuant to, or make or permit to
be made any change in or amendment to any of the Loan Papers;

         (c)  Do or suffer to be done any act whereby the value of any part of
the Mortgaged Properties may be lessened;

         (d)  Purchase or install any materials, fixtures or any other part of
the Improvements under security agreements, conditional sale contracts or lease
agreements, or other arrangement wherein a security interest or title to said
property is retained or the right is reserved or accrues to anyone to remove or
repossess any such items or to consider them as personal property; 

         (e)  Change or modify the Plans that have been approved by Lender or
enter into any change orders with contractors that are working on the
construction of the Improvements; provided, however, that change orders
resulting in an increase in cost of not more than $25,000 each 

<PAGE>

will not require the prior written consent of Lender unless prior to the 
completion of the Improvements, such change orders, when aggregated, exceed 
$100,000 in total; Borrower will, however, submit all change orders to Lender 
for its review; or

         (f)  Allow any change in control of a fifty percent (50%) or more
ownership stake or interest in the common stock of Borrower.

                                 ARTICLE SEVEN

                                    DEFAULT

    7.1  THE TERM "EVENT OF DEFAULT," AS USED IN THIS AGREEMENT, SHALL MEAN ANY
ONE OR MORE OF THE FOLLOWING:

         (a)  The failure or refusal of Borrower in payment of principal or
interest on the Note or any other payment under any of the Loan Papers, or any
part thereof, as it becomes due in accordance with the terms of the Note, this
Agreement or any of the other Loan Papers, whether at stated maturity, by
acceleration, or otherwise, and the continuation of said failure for a period of
ten (10) days after Lender has provided Borrower with written notice of such
failure;

         (b)  The failure or refusal of Borrower punctually and properly to
perform any covenant, agreement, obligation or condition contained herein or in
any of the Loan Papers, including, without limitation, the Note, the Deed of
Trust, the Security Instruments, or any of the instruments executed in
connection therewith when such failure or refusal has continued for a period of
twenty (20) days after Lender has provided Borrower with written notice thereof;

         (c)  The occurrence of any other uncured default under the Note, the
Deed of Trust, the Security Instruments, or any other of the Loan Papers;

         (d)  The levy against any real or personal property, or the like, or
any part thereof, representing the security for the Note, of any execution,
attachment, sequestration or other writ;

         (e)  The insolvency of Borrower, or any other party liable for the
payment of the Note, whether as maker, endorser, guarantor, surety or otherwise

         (f)  The liquidation or dissolution of Borrower, or any other party
liable for the payment of the Note, whether as maker, endorser, guarantor,
surety or otherwise;

<PAGE>

         (g)  The appointment of a trustee or receiver, if not discharged
within thirty (30) days, for the assets, or any part thereof, of Borrower or for
the material portion of the property or assets of any other party liable for the
payment of the Note, whether as maker, endorser, guarantor, surety or otherwise,
or the appointment of a trustee or receiver for any real or personal property,
or the like, or any part thereof, representing the security for the Note;

         (h)  The making by Borrower, or any other party liable for the payment
of the Note, whether as maker, endorser, guarantor, surety or otherwise, of a
transfer in fraud of creditors or a general assignment for the benefit of
creditors;

         (i)  The entry in bankruptcy of an order for relief for or against
Borrower, or any other party liable for the payment of the Note, whether as
maker, endorser, guarantor, surety or otherwise;

         (j)  The filing, by way of petition or answer admitting the material
allegations of any petition, or other pleading seeking entry of an order for
relief for or against Borrower, or any other party liable for the payment of the
Note, whether as maker, endorser, guarantor, surety or otherwise), as a debtor
or an adjustment of said parties' debts, or any other relief under any state or
federal bankruptcy, reorganization, debtor's relief or insolvency laws now or
hereafter existing, including without limitation, a petition or answer seeking
reorganization or admitting the material allegations of a petition filed against
any of said parties in any bankruptcy or reorganization proceeding, or the act
of any of said parties in instituting or voluntarily being or becoming a party
to any other judicial proceedings intended to effect a discharge of the debts of
any of said parties, in whole or in part, or a postponement of the maturity or
the collection thereof, or a suspension of any of the rights or powers of a
trustee or of any of the rights or powers granted to Lender herein, or in any
other document executed in connection herewith;

         (k)  The receipt by Lender of information establishing that any
material representation or warranty made by Borrower, or any other party liable
for the payment of the Note, whether as maker, endorser, guarantor, surety or
otherwise, or in any other document or instrument evidencing the Note or any
other instrument or document modifying, renewing, extending, evidencing,
securing or pertaining to the Note is false or is erroneous in any material
manner;

         (l)  The failure of Borrower or any other party liable for the payment
of the Note, 

<PAGE>

whether as maker, endorser, guarantor, surety or otherwise, to pay any money 
judgment against any such party before the expiration of thirty (30) days 
after such judgment becomes final and no longer appealable; or

         (m)  The admission of Borrower, or any other party liable for the
payment of the Note, whether as maker, endorser, guarantor, surety or otherwise,
in writing of any such party's inability to pay said Party's debts as they
become due.

    It is understood and agreed by Borrower that the foregoing "Events of
Default" are cumulative and in addition to any "events of default" contained in
any other documents modifying, renewing, extending, securing, or pertaining to
the Note or the debt evidenced thereby; provided, that, in the event of any
discrepancy or inconsistency between any Event of Default hereunder and any
"events of default" contained in the Note or in any other document modifying,
renewing, extending, securing or pertaining to the Note or the debt evidenced
thereby, the Events of Default stated herein, at the option of Lender, shall
control.

                              ARTICLE EIGHT

                            RIGHTS AND REMEDIES

    8.1  REMEDIES UPON DEFAULT.

    Upon the occurrence of an Event of Default, Lender may, at its option and
election, do any one or more of the following:

         (a)  Without demand, presentment, protest or notice of any kind
whatsoever, including, without limitation, notice of dishonor, notice of
intention to accelerate or of acceleration, all of which are hereby waived,
declare the entire unpaid balance of the Loan immediately due and payable.

         (b)  Without notice to Borrower, which is hereby waived, take
possession of the Mortgaged Properties, and, at the option of Lender, exercise
any and all remedies allowed by the Note, the Deed of Trust, or any other of the
Loan Papers, including, but not by way of limitation, reduce any claim to
judgment, foreclose or otherwise enforce Lender's liens on all or any part of
the Mortgaged Properties by any available judicial or non-judicial procedure.

         (c)  Apply for and obtain, by appropriate judicial action, appointment
of a receiver 

<PAGE>

or receivers for all or any part of the Mortgaged Properties, without regard 
to the sufficiency of the security, without any showing of insolvency, fraud 
or mismanagement on the part of Borrower, to protect or enforce the rights of 
Lender.  

         (d)  Lender shall have the right, but not the obligation, at its
option, to enter upon and take possession of the Mortgaged Properties, or any
part thereof, and, whether or not in possession of the Mortgaged Properties, to
disburse and directly apply the proceeds of any advance hereunder to the
satisfaction of any of Borrower's obligations hereunder, or for such other
purposes or in such other proportions as Lender may, in its reasonable
discretion, deem necessary or advisable.  Any advance by Lender for such
purposes shall be part of the Loan and shall be secured by the Security
Instruments. Lender will notify Borrower in writing of any disbursements made
directly by Lender.  Borrower hereby authorizes Lender to hold, use, disburse
and apply the proceeds of the Loan for payment of expenses incident to the Loan
or the Mortgaged Properties and the payment or performance of the obligations
incident thereto.  Borrower hereby assigns and pledges the proceeds of the Loan
to Lender for such purposes. 

    8.2  APPLICATION OF PROCEEDS.

    Lender shall be entitled to apply the proceeds of any sale of all or any
part of the Mortgaged Properties (or its rights thereto) toward payment of the
Loan in such order and manner as Lender, in its reasonable discretion, may deem
advisable.  Lender shall account to Borrower for any surplus remaining after
payment in full of the Loan and reasonable costs and expenses, including,
without limitation, reasonable attorneys' fees, incurred in connection with any
such sale.

    8.3  PERFORMANCE OF BORROWER'S OBLIGATIONS.

<PAGE>

    Should any covenant, duty or agreement of Borrower fail to be performed 
in accordance with the terms of this Agreement, Lender may, at its election, 
perform, or attempt to perform, such covenant, duty or agreement on behalf of 
Borrower.  Borrower shall, at the request of Lender, promptly pay any amount 
expended by Lender in such performance or attempted performance to Lender at 
its address stated herein, together with interest thereon at the Default 
Interest Rate (as such term is defined in the Note) from date of such 
expenditure by Lender until paid; provided, that Lender does not assume and 
shall never, except by express written consent of Lender, have any liability 
for the performance of any duties or obligations of Borrower under or in 
connection with all or any part of the Mortgaged Properties or any of the 
Loan Papers.

    8.4  NO LIABILITY OF LENDER.

    Lender shall have no liability, obligation or responsibility whatsoever 
with respect to the Mortgaged Properties except to make advances of the 
proceeds of the Loan pursuant to this Agreement.  Lender shall not be 
obligated to inspect the Mortgaged Properties nor be liable for any action, 
performance or default of Borrower, or for the payment of costs of 
construction or development of the Mortgaged Properties or labor, materials 
or services supplied in connection therewith, or for the performance of any 
obligation or indebtedness of Borrower whatsoever, nor shall Lender have any 
responsibility or obligation for the management, conduct or operation of the 
business affairs of Borrower. Nothing, including without limitation, any 
advance hereunder or acceptance of any document or instrument, shall be 
construed as a representation or warranty, expressed or implied, to any party 
by Lender, and no condition hereof, or of any of the Loan papers, shall be 
construed so as to deem the relationship between borrower and Lender to be 
other than that of borrower and lender, and Borrower shall at all times 
represent that the relationship between Borrower and Lender is solely that of 
borrower and lender, and not that of partners, joint venturers, fiduciaries, 
guarantors or the like.  BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD 
LENDER SAFE AND HARMLESS FROM AND AGAINST ANY COST, EXPENSE, LIEN OR 
LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR 
CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, 
OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER, OR AS A RESULT 
OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR 
THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER.

<PAGE>

    8.5  RIGHT OF OFFSET. 

    Borrower hereby grants to Lender a right of offset, to secure repayment 
of the Loan, upon any and all monies, securities or other property of 
Borrower, and the proceeds therefrom, now or hereafter held or received by or 
in transit to Lender, from or for the account of Borrower (except for any 
monies, securities, or other property, which come into the possession, 
custody, or control of Lender in his capacity as Vice President of CCAR and 
not in his capacity as Lender under this Agreement), whether for safekeeping, 
custody, pledge, transmission, collection or otherwise, and also upon any and 
all deposits (general or special) and credits of Borrower, and any and all 
claims of Borrower against Lender at any time existing.  Upon the occurrence 
of any default, Lender is hereby authorized at any time and from time to 
time, without notice to Borrower, to offset, appropriate, apply and enforce 
said liens against any and all items herein above referred to against the 
Loan.

    8.6  WAIVERS.

    The acceptance by Lender at any time and from time to time of partial 
payment on the Loan shall not be deemed to be a waiver of any Event of 
Default then existing.  No waiver by Lender of any default shall be deemed to 
be a waiver of any other then existing or subsequent default, nor shall any 
such waiver by Lender be deemed to be a continuing waiver.  No delay or 
omission by Lender in exercising any right, power, privilege or remedy under 
the Loan Papers (collectively, "Rights") shall impair any such Rights or be 
construed as a waiver thereof or any acquiescence therein, nor shall any 
single or partial exercise of any Rights preclude other or further exercise 
thereof, or the exercise of any other Rights.

    8.7  CUMULATIVE RIGHTS.

    All Rights shall be cumulative and in addition to all other rights, 
powers, privileges, and remedies granted to Lender at law or in equity, or 
otherwise, and may be exercised from time to time, and as often as may be 
deemed expedient by Lender, whether or not the Loan be due and payable and 
whether or not Lender shall have taken other action in connection with this 
Agreement or any other of the Loan Papers.

<PAGE>

    8.8  TRANSFER OF THE MORTGAGED PROPERTIES.

    If Borrower shall sell, convey, lease, assign, transfer, exchange or 
dispose of all or any part of the Mortgaged Properties or any interest 
therein (a "Transfer") without the prior written consent of Lender (which 
consent may be withheld without cause), Lender may, at Lender's option, 
declare the Loan immediately due and payable, which option may be exercised 
at any time following any such Transfer.  Lender may in its sole discretion 
consent to a Transfer, or, upon any transfer made without Lender's prior 
written consent, and at Borrower's request, decide not to exercise such 
option, in which event Lender's consent or forbearance, as the case may be, 
may be predicated on such terms and conditions as Lender may in its sole 
discretion require, including but not limited to Lender's approval of the 
transferee's credit-worthiness and management ability, and the execution and 
delivery to Lender by such transferee, prior to the Transfer, of a written 
assumption agreement containing such terms as Lender may require, including 
but not limited to a payment of a part of the remaining principal amount of 
the Loan, an increase in the rate of interest payable on the Note, the 
payment of an assumption fee not to exceed the maximum limit fixed or allowed 
by law, a modification of the term of the Note, and such other terms as 
Lender may require.  Should a Transfer of all or any part of the Mortgaged 
Properties occur without the prior written consent of Lender and payment of 
any portion of the Note is thereafter accepted by Lender, such acceptance 
shall not be deemed a waiver of the requirement of Lender's consent in 
writing thereto or with respect to any other Transfer.

    8.9  LIABILITY OF BORROWER.

    Notwithstanding any Transfers, it is understood and agreed that Borrower 
shall at all times remain liable for payment of the Loan.

    8.10 SATISFACTION AND RELEASE.

<PAGE>

    Upon full and final payment of the Loan and any and all other debt 
secured by the Security Instruments, Lender shall, at the sole cost and 
expense of Borrower, release any collateral held by Lender as security for 
the Loan. 

                                ARTICLE NINE

                                MISCELLANEOUS

    9.1  GOVERNING LAW.

    This Agreement is executed and delivered and intended to be performed in 
the State of Colorado and except where the laws of the United States shall 
preempt or apply, the laws of the State of Colorado shall govern the 
validity, construction, enforcement and interpretation of this Agreement and 
all of the other Loan Papers; and the parties hereto agree that in the event 
of any dispute involving this Agreement or any of the Loan Papers, venue for 
such dispute shall lie in any court of competent jurisdiction in the District 
Court in and for the County of Adams, State of Colorado.

    9.2  NOTICE.

    Whenever this Agreement requires or permits any notice, demand or request 
by one party to another, it shall be in writing, enclosed in an envelope, 
addressed to the party to be notified at the address set forth below (or at 
such other address as may have been designated by a party by written notice 
to the other party) and either delivered in person or properly stamped, 
sealed and deposited with the United States postal service, certified mail, 
return receipt requested.  Notice shall be deemed to have been given or the 
demand or request made on the date on which it shall have been personally 
delivered or seven (7) days after it has been deposited in the mails as above 
stated.

    Lender:        R. Douglas Spedding
                   RDS, Inc.
                   4380 East Alameda Avenue


<PAGE>

                        Denver, Colorado 80222
 
    with copies to
    Lender's Counsel:   Michael S. Burg
                        Matthew S. McElhiney
                        Burg & Eldredge
                        4643 South Ulster, Suite 900
                        Denver, Colorado  80237

    Borrower:           Cross-Continent Auto Retailers, Inc.
                        Attn: Bill Gilliland/Wayne Moore, Esq.
                        1201 South Taylor Street
                        Amarillo, Texas 79101-4313 
    
    9.3  WAIVER OF PROVISIONS.

    Either party hereto shall have the right to waive any provision of this 
Agreement which is contained herein solely for the benefit of said waiving 
party or to agree to changed terms or conditions of any such provision; 
provided, however, that no such waiver or agreement shall be effective except 
if in written form and no such waiver or agreement shall serve or be treated 
as a waiver of any other term, covenant, condition or agreement contained 
herein or as a future or continuous waiver of the term, covenant, condition 
or agreement so waived.

    9.4  ATTORNEYS' FEES.

<PAGE>

    Borrower shall pay all reasonable attorneys' fees of Lender's counsel in 
connection with the Loan and, including, without limitation, preparation of 
all loan documentation and review of all items and data relating to Borrower 
and the Mortgaged Properties.  If an action shall be brought by Lender to 
recover any fees under this Agreement, or for or on account of any breach of 
or to enforce or interpret any of the terms, covenants or conditions of this 
Agreement, Lender shall be entitled to receive from Borrower all of Lender's 
costs and reasonable attorneys' fees incurred by Lender in prosecuting its 
rights hereunder.

    9.5  ENTIRE AGREEMENT.

    This Agreement embodies the entire agreement between the parties 
respecting the subject matter hereof, and except as otherwise specifically 
provided herein, this Agreement may not be amended or varied except by 
written agreement of the parties.

    9.6  TIME OF ESSENCE.

    Time is important to both parties hereto in the performance of this 
Agreement and they have agreed that strict compliance is required as to any 
date set forth herein.

    9.7  CAPTIONS.

    The captions used in connection with this Agreement are for convenience 
only and shall not be deemed to expand, limit or interpret the meaning of the 
language of this Agreement.

    9.8  GENDER.

    Words of any gender used in this Agreement shall be held and construed to 
include any other gender as appropriate, and words in the singular shall be 
held to include the plural, unless the context otherwise requires.

    9.9  INVALID PROVISIONS.

<PAGE>

    If any provision of this Agreement is held to be illegal, invalid or 
unenforceable under present or future laws effective during the term of this 
Agreement, the legality, validity and enforceability of the remaining 
provisions of this Agreement shall not be affected thereby, and in lieu of 
each such illegal, invalid or unenforceable provision there shall be added 
automatically as a part of this Agreement a provision as similar in terms to 
such illegal, invalid or unenforceable provision as may be possible and be 
legal, valid and enforceable.

    9.10 ASSIGNMENT BY LENDER.

    Lender may without cost to Borrower assign all or any part of its 
interest in the Loans and this Agreement, whether by participation with other 
lenders or otherwise, and Borrower shall be bound to such assignee or 
participant to the full extent of such assignment or participation, and 
Lender shall notify Borrower of any such assignment except for participations 
wherein Lender retains administration of the Loans.

    9.11 SUCCESSORS AND ASSIGNS.

    This Agreement is binding upon Borrower, his heirs, successors and 
assigns, and inures to the benefit of Lender, its successors and assigns.  

    9.12 APPROVAL BY LENDER OR BORROWER.

    Notwithstanding anything to the contrary contained herein, it is 
understood and agreed that when under the terms and conditions of this 
Agreement either Lender or Borrower has the right to approve an action of the 
other, such approval will not be unreasonably withheld.

    IN WITNESS WHEREOF, the parties execute this Agreement as of the day and 
year first above written.

                             BORROWER:
                                  
                             CROSS-CONTINENT AUTO RETAILERS, INC.

                             By: /s/ Robert W. Hall
                                 ---------------------------
<PAGE>

                             Title:  Senior Vice Chairman
                                 ---------------------------

                                  
                             TOYOTA WEST SALES AND SERVICE, INC.

                             By: /s/ Robert W. Hall
                                 ---------------------------

                             Title: Vice President
                                 ---------------------------


                             DOUGLAS TOYOTA, INC.

                             By: /s/ Robert W. Hall
                                 ---------------------------

                             Title: Vice President
                                 ---------------------------

                             LENDER:
                                  
                             
                                 /s/ R. Douglas Spedding
                             -------------------------------
                                     R. Douglas Spedding

<PAGE>

                                  EXHIBIT "A" 
                                       
               LEGAL DESCRIPTION OF COLORADO REAL PROPERTY



<PAGE>

                                 EXHIBIT "B" 

                      LEGAL DESCRIPTION OF NEVADA REAL PROPERTY 



<PAGE>

                                 EXHIBIT "C" 
                                           
                               APPROVED BUDGET 



<PAGE>

                                 EXHIBIT "D" 

                       FORM OF APPLICATION FOR ADVANCE



<PAGE>

                                 EXHIBIT "E" 


              LIST OF ENCUMBRANCES AGAINST PARCELS AT CLOSING


PARCEL A:







PARCEL B: