Exhibit 10.1

                              UNSECURED PROMISSORY NOTE



January 5, 1998
Las Vegas, Nevada                                                $2,760,000.00

     The undersigned, for value received promises to pay to the order of the 
Chaisson Family Trust R-501 ("Payee"), at C/O William Conway, CPA, Conway, 
Stuart & Woodbury, 4021 Meadows Lane, Las Vegas, Nevada 89107, or at such 
other place as Payee from time to time may designate in writing, the 
principal sum of TWO MILLION SEVEN HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS 
(U.S.$2,760,000.00). The principal sum outstanding shall bear interest at the 
rate of eight percent (8) per annum from the date hereof.

     Principal and interest is payable in sixty (60) equal installments of 
FIFTY FIVE THOUSAND NINE HUNDRED SIXTY TWO AND 85/100 DOLLARS 
(U.S.$55,962.85), commencing on February 5, 1998, and the same day of each 
consecutive month thereafter until paid in full.

     Time is of the essence of payment.  In the event of: (1) the failure of 
the undersigned to make any payment within five (5) days of a due date as set 
forth above, (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 thirty (30) days following its 
filing, (4) the undersigned becoming insolvent or making a general assignment 
for the benefit of creditors, (5) a receiver being appointed of the property 
or assets of the undersigned, (6) the undersigned shall sell substantially 
all of its assets, (7) the undersigned shall be merged into another entity, 
or (8) the undersigned shall be a party to a share exchange resulting in the 
undersigned becoming the subsidiary of another entity, 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, but not in part, at any time without 
premium or penalty.

     The undersigned waives diligence, demand, presentment for payment, 
protest, notice of protest, notice of dishonor, and notice of nonpayment. 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.

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

                                   Cross-Continent Auto Retailers, Inc.



                                   By:  
                                       ---------------------------------
                                          R. Wayne Moore, Secretary