10.2-1


     THIRD AMENDMENT, dated as of March 31, 1996, to the Amended and Restated
Employment Agreement, dated as of November 1, 1985, between CHECKER MOTORS
CORPORATION, a Delaware corporation ("Checker") and DAVID R. MARKIN
("Markin") (as amended on March 4, 1992 and July 12, 1993, the "Employment
Agreement;" all capitalized terms used without definition herein being used
with the meanings ascribed thereto in the Employment Agreement).

     WHEREAS, the parties hereto wish to clarify certain ambiguities in the
Employment Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Paragraph 9 of the Employment Agreement is hereby amended in its
entirety to read as follows:

          "9.  In the event of a disposition of all or substantially all
     of the assets of Checker in one or a series of transactions
     (whether by sale of the stock or assets of its subsidiaries, or by
     merger, consolidation or otherwise) or in the event that Checker
     ceases to be owned by Great Dane Holdings Inc. ("Holdings") or in
     the event at least 50% of the common stock of Holdings is owned or
     controlled by any persons or entities other than the current
     stockholders of Holdings or persons or entitles related to or
     controlled by them (any of the foregoing, a "Sale Transaction")
     then, notwithstanding anything to the contrary in this Agreement,
     Markin shall have the option, exercisable prior to or for six
     months following the closing of the Sale Transaction, to terminate
     this Agreement.  If the option is exercised, Markin shall be paid
     in a lump sum at the closing of the Sale Transaction the
     compensation (at his then annual rate pursuant to paragraph 3) that
     would have been due to him through the Termination Date.  Such
     payment shall be made no later than the later of (a) ten days after
     notice has been given and (b) the date of the closing of the Sale

 10.2-2

     Transaction.  The parties agree that only upon the sale of the
     stock of assets of both South Charleston Stamping & Manufacturing
     Company and Yellow Cab Company, in one or a series of transactions,
     shall Checker be deemed to have sold substantially all its assets."

     2.  As so amended, the Employment Agreement remains in full force and
effect.

     3.  This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     IN WITNESS WHEREOF, the parties here to have executed this Amendment as
of the date and year first above written.


                                        CHECKER MOTORS CORPORATION



                                        By:  /s/ Allan R. Tessler
                                           --------------------------------

                    

                                           /s/ David R. Markin
                                        -----------------------------------
                                        David R. Markin