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                                Exhibit 10.35.5

                               SECURITY AGREEMENT

    AGREEMENT made this 30th day of September, 1997, between Cross Continent 
Auto Retailers, Inc., Douglas Toyota, Inc., and Toyota West Sales and 
Service, Inc. as debtors (hereinafter collectively referred to as "Debtor") 
and R. Douglas Spedding ("Lender"), as secured party.  
                                       
                                    RECITALS
                                           
    This Security Agreement and pledge of collateral is given in conjunction 
with that loan from Lender to Debtor, of even date herewith, for the purpose 
of funding the construction of new automobile dealerships upon certain 
properties owned by Debtor and located in Denver, Colorado and Las Vegas, 
Nevada (the "Projects").  

    Now therefore, in recognition of the exchange of good and valuable 
consideration, Debtor hereby agrees for the benefit of Lender as follows:

    1.   Debtor hereby grants the Lender a security interest (collectively 
referred to as the "Security Interests") in the property described below, as 
security for the payment and performance of each and every debt, liability 
and obligation of every type and description which Debtor owes to Lender, 
pursuant to that Interim Construction and Master Loan Agreement (the "Loan 
Agreement") dated September 30, 1997, between Lender and Debtor, (whether 
such debt, liability or obligation arising thereunder now exists or is 
hereafter created or incurred, and whether it is direct or indirect, due or 
to become due, absolute or contingent, primary or secondary, liquidated or 
unliquidated, or sole, joint, several or joint and several) (all such debts, 
liabilities and obligations are herein collectively referred to as the 
"Obligations").  The Security Interests shall attach to the following 
property of Debtor (the "Collateral"), and all products and proceeds thereof 
(including without limitation any proceeds consisting of accounts receivable, 
chattel paper, and insurance proceeds):

    PERSONAL PROPERTY:  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 Exhibit A attached hereto (the "Property"),  wherever such
    collateral may thereafter be located;

together with all substitutions and replacements for and products of any of 
the foregoing property and together with proceeds of any and all of the 
foregoing property and, in the case of all tangible Collateral, together with 
all accessions and together with (i) all accessories, attachments, parts, 
equipment and repairs now or hereafter attached or affixed to or used in 
connection with any such goods, and (ii) all warehouse receipts, bills of 
lading and other documents of title now or hereafter covering such goods.  
This Security Agreement secures a purchase money security interest in any and 
all improvements made to the Property, as the Property is described in the 
Exhibits hereto, and in any financing statements filed in connection with or 
related to this Security Agreement.   

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    2.   Debtor represents, warrants and agrees that:

         a.   Debtor has (or will have at the time it acquires rights in 
Collateral hereafter arising) and will maintain so long as the Security 
Interests may remain outstanding, absolute title to each item of Collateral 
and all proceeds thereof, free and clear of all interests (except the first 
liens against the Property in favor of RDS, Inc. and R. Douglas Spedding as 
more specifically described in the Loan Agreement), liens, attachments, 
encumbrances and security interests except the Security Interests and except 
as provided herein or in the Interim Construction and Master Loan Agreement 
(the "Loan Agreement") of even date herewith between the Debtor and the 
Lender or as the Lender may otherwise agree in writing.  Debtor will defend 
the Collateral against all claims or demands of all persons (other than the 
Lender or the holder of any security interest permitted by this subsection) 
claiming the Collateral or any interest therein.  Debtor will not sell or 
otherwise dispose of the Collateral or any interest therein, except the sale 
of inventory in the ordinary course of Debtor's business, without the 
Lender's prior written consent, which consent will not be unreasonably 
withheld. 










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         b.   Each right to payment and each instrument, document, chattel 
paper and other agreement constituting or evidencing Collateral is (or, in 
the case of all future Collateral, will be when arising or issued) the valid, 
genuine and legally enforceable obligation, subject to no defense, set-off or 
counterclaim, of the account debtor or other obligor named therein or in 
Debtor's records pertaining thereto as being obligated to pay such 
obligation. Debtor will not modify, amend, subordinate, cancel or terminate 
the obligation of any such account debtor or other obligor without the 
Lender's prior written consent.

         c.   Debtor will keep all tangible Collateral in good repair, 
working order and condition, normal depreciation excepted, and will, from 
time to time, replace any worn, broken or defective parts.

         d.   Debtor will promptly pay all taxes and other governmental 
charges levied or assessed upon or against any Collateral or upon or against 
the creation, perfection or continuance of the Security Interests.

         e.   Debtor will keep all Collateral free and clear of all security 
interests, liens and encumbrances except the Security Interests and other 
security interests permitted hereby or otherwise approved in writing by the 
Lender.

         f.   Debtor will at all reasonable times permit the Lender or its 
representatives to examine or inspect any Collateral, or any evidence of 
Collateral, wherever located, and Debtor will at any time and from time to 
time send requests for verification of accounts or notices of assignment to 
account debtors and other obligors.

         g.   Debtor will keep accurate and complete records pertaining to 
the Collateral and pertaining to Debtor's business and financial condition, 
prepared on the basis of generally accepted accounting principles 
consistently maintained; will submit to the lender such monthly and other 
periodic reports concerning the Collateral and Debtor's business and 
financial condition as the Lender may from time to time reasonably request; 
and will permit the Lender, or its employees, accountants, attorneys or 
agents, to examine and copy any or all of its records at any time during 
Debtors' normal business hours as long as such activities do not unreasonably 
result in a disturbance to Debtor's business. Lender agrees to use reasonable 
efforts to maintain the confidentiality of information concerning the 
Borrower or its business indicated by the Borrower to be confidential but 
nothing contained herein shall prevent the use by Lender of any such 
information (including the disclosure of such information by Lender if deemed 
necessary by Lender in the exercise of its reasonable judgment) in the 
administration or collection by Lender of the Obligations or shall constitute 
a defense by Debtor to repayment of such Obligations in full.

         h.   Debtor will promptly notify the Lender of any loss of or 
material damage to any Collateral or of any substantial adverse change, known 
to Debtor, in any Collateral or in Debtor's business that would result in a 
negative impact upon the prospect of payment upon payment of the Obligations.

         i.   Upon request by the Lender, whether such request is made before 
or after the occurrence of an Event of Default, Debtor will promptly deliver 
to the Lender in pledge all instruments, documents and chattel papers 
constituting Collateral, duly endorsed or assigned by Debtor.

         j.   Debtor will at all times keep all tangible Collateral insured 
against risks of flood (if such properties are located within a 100-year or 
less flood plain), fire (including so-called extended coverage), theft, 
collision (for Collateral consisting of motor vehicles) and such other risks 
and in such amounts as the Lender may reasonably request, with any loss 
payable to the lender to the extent of its interest.

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         k.   Debtor will pay or reimburse the Lender on demand for all 
reasonable costs of collection of any of the Obligations and all other 
out-of-pocket expenses (including in each case all reasonable attorneys' fees 
and legal expenses) incurred by the Lender in connection with the creation, 
perfection, protection, satisfaction, foreclosure or enforcement of the 
Security Interests or the creation, continuance or enforcement of this 
Agreement or any or all of the Obligations.

         l.   Debtor will use and keep the Collateral, and will require that 
others use and keep the Collateral, only for lawful purposes, without 
violation of any federal, state or local law, statute or ordinance.

         m.   Debtor from time to time will execute and deliver or endorse 
any "and all instruments, documents, conveyances, assignments, security 
agreements, financing statements and other agreements and writings which the 
Lender may reasonably request in order to secure, protect, perfect or enforce 
the Security Interests or the rights of the Lender under this Agreement (but 
any failure to request or assure that Debtor executes, delivers or endorses 
any such item shall not affect or impair the validity, sufficiency or 
enforceability of this Agreement and the Security Interests, regardless of 
whether any such item was or was not executed, delivered or endorsed in a 
similar context or on a prior occasion).

If Debtor at any time fails to perform or observe any of the foregoing 
agreements, and if such failure shall continue for a period of ten (10) 
calendar days as to monetary defaults, and twenty (20) calendar days as to 
non-monetary defaults, after the Lender gives Debtor written notice thereof 
(or in the case of the agreements contained in clauses (e) and (j) above, 
immediately upon the occurrence of such failure, without notice or lapse of 
time), the Lender may, but need not, perform or observe such agreement on 
behalf of Debtor and may, but need not, take any and all other actions which 
the Lender may reasonably deem necessary to cure or correct such failure 
(including, without limitation, the payment of taxes, the satisfaction of 
security interests, liens or encumbrances, the performance of obligations 
owed to account debtors or other obligors, the procurement and maintenance of 
insurance); and Debtor shall thereupon pay to the Lender on demand the amount 
of all monies expended and all costs and expenses (including reasonable 
attorneys' fees and legal expenses) incurred by the Lender in connection with 
or as a result of the performance or observance of such agreements or the 
taking of such action by the Lender, together with interest thereon from the 
date expended or incurred at the highest lawful rate then applicable to any 
of the Obligations.

    3.   In addition to the other rights of the Lender set forth herein this 
agreement, with respect to any and all rights to payment constituting 
Collateral the Lender may, at any time after the occurrence of an Event of 
Default as defined herein, notify any account debtor or other person 
obligated to pay any amount due to Debtor that such right to payment has been 
assigned or transferred to the Lender for security and shall be paid directly 
to the Lender.  Debtor will join in giving such notice, if the Lender so 
requests.  At any time after Debtor or the Lender gives such notice to an 
account debtor or other obligor, the Lender may, but need not, demand, sue 
for, collect or receive any money or property at any time payable or 
receivable on account of, or securing, any such right to payment, or grant 
any extension to, make any compromise or settlement with or otherwise agree 
to waive, modify, amend or change the obligations (including collateral 
obligations) of any such account debtor or other obligor as long as such 
waiver, modification, amendment or change is reasonable.

    4.   As additional security for the payment and performance of the 
Obligations, Debtor hereby assigns to the Lender any and all monies 
(including, without limitation, proceeds of insurance and refunds of unearned 
premiums) due or to become due under, and all other rights of Debtor with 
respect to, any and all policies of insurance now or at any time hereafter 
covering the Collateral or any evidence thereof or any business records or 
valuable papers pertaining thereto, and Debtor hereby directs the issuer of 
any such policy to pay all such monies directly to the lender.  If Debtor has 
not settled any insurance claim within sixty (60) days of the occurrence 
resulting in such claim, or at any time after the occurrence of any Event of 
Default, the Lender may (but need not), execute and deliver proof of claim, 
receive all such monies, endorse checks and other instruments representing 
payment of such monies, and adjust, litigate, compromise or release any 

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claim against the issuer of any such policy.

    5.   Each of the following occurrences shall constitute an Event of 
Default under this Agreement (herein called an "Event of Default"):  (i) 
Debtor shall fail to pay any or all of the Obligations when due or, if 
payable on demand, on demand, and such failure shall not have been cured 
within ten (10) calendar days after Lender gives Debtor written notice 
thereof; or (ii) Debtor shall fail to observe or perform any covenant or 
agreement binding on Debtor under this Agreement or under any other 
assignment, conveyance, instrument or agreement now in effect or hereafter 
made between Debtor and the Lender, and any applicable grace period therefore 
shall have expired and such failure shall not have been cured within twenty 
(20) calendar days after Lender gives Debtor written notice thereof; or (iii) 
any representation or warranty made by Debtor in this Agreement or in any 
such other assignment, conveyance, instrument or agreement, or in any 
financial statements, or reports or certificates heretofore or at any time 
hereafter submitted by or on behalf of Debtor to the Lender, shall prove to 
have been false or materially misleading when made; or (iv) payment of any 
substantial indebtedness of Debtor, other than the Obligations, shall be 
demanded or the maturity of any such indebtedness shall be accelerated, or 
any precondition or circumstance permitting any creditor of Debtor, acting 
individually or with the consent of other creditors, to accelerate the 
maturity of any such indebtedness shall have occurred (for this purpose 
indebtedness shall be deemed substantial if it exceeds $100,000) and such 
failure shall not have been cured within twenty (20) calendar days after 
Lender gives Debtor written notice thereof; or (v) Debtor shall become 
insolvent or shall file or have filed against it, voluntarily or 
involuntarily, a petition in bankruptcy or for reorganization or for the 
adoption of an arrangement or plan under the United States Bankruptcy Code or 
shall procure or suffer the appointment of a receiver for any substantial 
portin of its properties, or shall initiate or have initiated against it, 
voluntarily or involuntarily, any act, process or proceeding under any 
insolvency law or other statute or law providing for the modification or 
adjustment of the rights of creditors and such failure shall not have been 
cured within twenty (20) calendar days after Lender gives Debtor written 
notice thereof; or (vi) there shall be any default under the Note, Deed of 
Trust or Loan Agreement given by Debtor to and in favor of Lender in 
furtherance of the Projects and of even date herewith that has not been cured 
within any applicable cure period set forth in such documents.

    6.   Upon the occurrence of an Event of Default under paragraph 5 and at 
any time thereafter, the lender may exercise one or more of the following 
rights and remedies; (i) declare all unmatured Obligations to be immediately 
due and payable, and the same shall thereupon be immediately due and payable, 
without presentment or other notice or demand (but the Lender expressly 
reserves the right to demand payment of any Obligation payable on demand, at 
any time, whether or not an Event of Default has occurred or is continuing); 
(ii) exercise and enforce any and all rights and remedies available upon 
default to a secured party under the Uniform Commercial Code, including, 
without limitation, the right to take possession of Collateral, or any 
evidence thereof, proceeding without judicial process or by judicial process 
and the right to sell, lease or otherwise dispose of any or all of the 
Collateral, and in connection therewith Debtor will on demand assemble the 
Collateral and make it available to the Lender as a place to be designated by 
the lender which is reasonably convenient to both parties.  If notice to 
Debtor of any intended disposition of Collateral or any other intended action 
is required by law in a particular instance, such notice shall be deemed 
commercially reasonable if given (in the manner specified in paragraph 8) at 
least ten (10) calendar days prior to the date of intended disposition or 
other action; (iii) without notice or demand offset any indebtedness the 
Lender or any of its participants, successors or assigns then owes to Debtor, 
whether or not then due, against any Obligation then owed to the Lender or 
any of its participants, successors or assigns by Debtor, whether or not then 
due; and (iv) exercise or enforce any and all other rights or remedies 
available by law or agreement against the Collateral, against Debtor, or 
against any other person or property.

    7.   This Agreement does not contemplate a sale of accounts, contract 
rights or chattel paper, and, 

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as provided by law, Debtor is entitled to any surplus and shall remain liable 
for any deficiency.  The lender's duty of care with respect to Collateral in 
its possession (as imposed by law) shall be deemed fulfilled if it exercises 
reasonable care in physically keeping such Collateral, or in the case of 
Collateral in the custody or possession of a bailee or other third person, 
exercises reasonable care in the selection of the bailee or other third 
person, and the Lender need not otherwise preserve, protect, insure or care 
for any Collateral.  The Lender shall not be obligated to preserve any rights 
Debtor may have against prior parties, to realize on the Collateral at all or 
in any particular manner or order or to apply any cash proceeds of the 
Collateral in any particular order of application.

    8.   This Agreement can be waived, modified, amended, terminated or 
discharged, and the Security Interests can be released, only explicitly in 
writing signed by the Lender.  A waiver so signed shall be effective only in 
the specific instance and for the specific purpose given.  Mere delay or 
failure to act shall not preclude the exercise or enforcement of any rights 
or remedies available to the Lender.  All rights and remedies of the Lender 
shall be cumulative and may be exercised singularly in any order or sequence, 
or concurrently, at the Lender's option, and the exercise or enforcement of 
any such right or remedy shall neither be a condition to nor bar the exercise 
or enforcement of any other.  All notices to be given to Debtor shall be 
deemed sufficiently given if delivered or mailed by registered, certified or 
ordinary mail, postage prepaid, to Debtor at its address set forth below or 
at its most recent address shown on the Lender's records.

    9.   The Lender and its participants, if any, are not partners or joint 
venturers, and the Lender shall not have any liability or responsibility for 
any obligation, act or omission of any of its participants.

    10.  This Agreement, and the Security Interests granted hereby, shall be 
binding upon Debtor, its successors and assigns, and shall inure to the 
benefit of and be enforceable by the Lender and each and all of its 
participants, successors and assigns, and shall be effective when executed by 
Debtor and Lender.  All rights and powers specifically conferred upon the 
Lender may be transferred or delegated to any of the participants, successors 
or assigns of the Lender.  Except to the extent otherwise required by law, 
this Agreement and the transaction evidenced hereby shall be governed by the 
substantive laws of the State of Colorado.  If any provision or application 
of this Agreement is held unlawful or unenforceable in any respect, such 
illegality or unenforceability shall not affect other provisions or 
applications which can be given effect, and this Agreement shall be construed 
as if the unlawful or unenforceable provision or application had never been 
contained herein or prescribed hereby.  All representations and warranties 
contained in this Agreement or in any other agreement between Debtor and the 
Lender shall survive the execution, delivery and performance of this 
Agreement and the creation and payment of the Obligations.  Debtor waives 
notice of the acceptance of this Agreement by the Lender.

    11.  A carbon, photographic or other reproduction of this Security 
Agreement or of any financing statements signed by the Debtor is sufficient 
as a financing statement and may be filed as a financing statement in any 
state to perfect the security interests granted hereby.

         IN WITNESS WHEREOF, this Security Agreement has been duly executed 
and delivered by the proper officers thereunto duly authorized on the day and 
year first above written.

                             DEBTOR:

                             CROSS CONTINENT AUTO RETAILERS, INC.


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

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

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                             DOUGLAS TOYOTA, INC.


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

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



                             TOYOTA WEST SALES AND SERVICE, INC.


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

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



                             LENDER:


                                        /s/ R. Douglas Spedding
                             ---------------------------------------------
                             R. Douglas Spedding 





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                                   EXHIBIT A
                                       
                             LEGAL DESCRIPTION OF 
               LAS VEGAS, NEVADA AND DENVER, COLORADO PROPERTIES