Note

Contract

by Cross Contnt Auto Retailers
July 15th, 1997


                          UNSECURED PROMISSORY NOTE               EXHIBIT 10.3

July 1, 1997
Las Vegas, Nevada                                                  $275,000.00


    The undersigned, for value received, promises to pay to the order of The
Jack Biegger Revocable Living Trust (hereinafter collectively referred to as
the "Trust"), at 20 Wild Dunes Court, Las Vegas, Nevada, 89113, or at such
other place as the Trust from time to time may designate in writing, the
principal sum of Two Hundred Seventy-five Thousand and No/100 Dollars (U.S.
$275,000.00). The principal sum outstanding shall bear interest at the rate
of 6.45% per annum from the date hereof.

    Principal and interest are payable in monthly installments of Five
Thousand Three Hundred Seventy-four and 24/100 Dollars ($5,374.24) each. The
first installment is payable on August 1, 1997, and a like installment is
payable on the 1st day of each succeeding month until July 1, 2002, when the
entire balance of principal and accrued interest will be payable.  Interest
will be calculated on the basis of a 365-day year and actual days elapsed.
Interest will be calculated on the unpaid principal to the date of each
installment paid. Payments will be credited first to accrued interest and
then to reduction of principal.

    In the event of: (1) the failure of the undersigned to make any payment
required under this Note, and the failure is not cured within ten (10) days
after written notice to the undersigned, (2) the dissolution of the
undersigned, (3) the filing of a petition requesting that the undersigned be
adjudged a bankrupt, which petition remains undismissed for a period of
ninety (90) days following its filing, (4) the undersigned becoming insolvent
or making a general assignment for the benefit of creditors, (5) a receiver
being  appointed for all or substantially all of the property or assets of
the undersigned, or (6) the undersigned shall sell all or substantially all
of its assets, the entire principal and accrued interest shall at the option
of the holder hereof become immediately due and payable without prior demand
or notice, which the undersigned hereby waives.  After maturity or default,
the rate of interest on any unpaid balance of principal shall be increased by
two percent (2%) per annum above the rate of interest herein set forth until
paid, both before and after judgment.

    This Note may be prepaid in full or in part at any time without premium
or penalty.

    The undersigned waives diligence, demand, presentment for payment,
protest, notice of protest, and notice of dishonor.  In addition, the
undersigned promises to pay reasonable attorneys' fees and costs incurred in
the collection of this Note or any part thereof without suit, or in the event
of a suit by the holder, such additional attorneys' fees and costs of suit as
the court may adjudge reasonable.

    The undersigned shall have the right, for a period of two (2) years from
July 1, 1997, to offset the items set forth in the second sentence of
subparagraph 4(c) of that certain Stock Purchase Agreement dated February 28,
1997, by and among Cross-Continent Auto Retailers, Inc., Jack Biegger, Dale
Edwards, and Sahara Datsun, Inc., d/b/a Jack Biegger Nissan, as amended,
against any amounts due to the Trust under this Note.



    This Note shall be construed and governed by the laws of the State of
Nevada.

                                     SAHARA NISSAN, INC., a Nevada corporation



                                     By:
                                         -------------------------------------
                                         Bill Gilliland, President