EXHIBIT 10.11


                AMENDED AND RESTATED REPURCHASE AGREEMENT

This Amended and Restated Repurchase Agreement is made between Toyota Motor
Sales, USA, Inc. ("TMS") and Toyota Motor Credit Corporation ("TMCC").

WHEREAS, TMS is distributor of Toyota and Lexus motor vehicles; and

WHEREAS, a condition of the TMS Dealer Agreement is that the Toyota and Lexus
dealer (the "Dealer") have a floor plan line of credit for the purchase of
new motor vehicles (the "Vehicles") from TMS; and

WHEREAS, TMCC requires, prior to extending floor plan credit, that the
distributor agree to repurchase any vehicles floor planned with TMCC where
the dealer defaults on its line of credit with TMCC and TMCC exercises its
remedies; and

WHEREAS, a Repurchase Agreement between TMS and TMCC was entered into
effective as of October 1, 2000 (the "Original Agreement") to document this
agreement; and

WHEREAS, the Original Agreement contained a scrivener's error and
inadvertently omitted a provision that the parties had agreed should be
included; and

WHEREAS, the parties wish to amend and restate the Original Agreement,
effective as of October 1, 2000, to correct the scrivener's error.

NOW THEREFORE, in consideration of the premises, TMS and TMCC agree as
follows:

1.   Upon a default by the Dealer of its obligations to TMCC under its floor
plan line of credit with TMCC and after repossession of the vehicles by TMCC
from the Dealer, TMS shall repurchase from TMCC any Vehicles originally
purchased by Dealer from TMS that are the subject of such default, which
Vehicles are in the possession of Dealer or TMCC.

2.   If the Dealer has failed to cure or pay within the prescribed time, TMS
will repurchase the Vehicles from TMCC within ten (10) days after receipt of
written notice from TMCC.  TMS shall take possession of the Vehicles at the
Dealer's location or such other location as TMCC may reasonably select.

3.   TMS's obligation to repurchase the Vehicles is limited to new and unused
current and immediately preceding model year Vehicles, including Dealer
trades, which Vehicles have not been titled or registered or reported as
retail sale or lease. In the event TMCC is required to take legal action to
recover possession of the Vehicles, TMS's obligations hereunder shall
commence upon TMCC's recovery of the Vehicles.

4.   TMS will repurchase such Vehicles at the aggregate cost that TMCC
financed.





5.   Upon TMS repurchasing Vehicles pursuant to this Agreement, TMCC agrees
to subrogate its rights against the Dealer to those rights of TMS against
Dealer for all amounts paid by TMS to TMCC with the exception of (i) any
rights of TMCC against Dealer for attorneys' fees and costs by reason of
Dealer's default, (ii) any right of TMCC against Dealer for any taxes,
assessments, and governmental charges upon TMCC by reason of the execution,
delivery and performance of this Agreement, and (iii) any right of TMCC
against the Dealer arising from any other financial relationship.

6.   TMCC will assign to TMS all instruments evidencing Dealer's indebtedness
to TMCC covering such Vehicles.  TMCC agrees to promptly execute and deliver
to TMS such assignments and other documents as TMS may reasonably request.

7.   TMCC is under no obligation to TMS to finance wholesale obligations from
any dealers or retail obligations of any customers.

8.   This Agreement may be terminated at any time by either party giving
ninety (90) days written notice to the other; provided, that such termination
will not in any way affect the obligations of TMS or TMCC as to any
transaction occurring prior to the effective date of termination.

9.   Any notice required or permitted to be given must be in writing and
personally served or sent by such means that there is a written receipt that
the notice has been received by the other party.

If to Toyota:   Toyota Motor Sales, USA, Inc.
                19001 South Western Avenue
                P.O. Box 2991
                Torrance, CA  90509-2991
                Attention: Donald Esmond
                Senior Vice President & General Manager - Toyota Division

If to Lexus:    Toyota Motor Sales, USA, Inc.
                Lexus Division
                19001 South Western Avenue
                P.O. Box 2991
                Torrance, CA 90509-2991
                Attention: Dennis Clements
                Group Vice President  & General Manager - Lexus Division

If to TMCC:     Toyota Motor Credit Corporation
                19001 South Western Avenue
                P.O. Box 2958
                Torrance, California 90509-2958
                Attention: Mike Deaderick
                Senior Vice President





10.   Should suit be commenced to enforce any provision of this Agreement or
in respect of a dispute which has arisen between the parties to this
Agreement, the prevailing party will be entitled to recover reasonable
attorneys' fees and costs.

11.   This Agreement will be interpreted and construed in accordance with and
governed by the laws of the State of California.

12.   Nothing contained herein shall obligate TMCC to finance any particular
transaction, or require TMS to accept any Dealer order for Vehicles which has
been approved by TMCC



IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Agreement effective as of October 1, 2000.


TOYOTA MOTOR CREDIT CORPORATION             TOYOTA MOTOR SALES, USA, INC.
("TMCC")                                    ("TMS")

By: /s/ Mike Deaderick                      By: /s/ Bob Pitts
   ----------------------------                --------------------------
        Mike Deaderick                              Bob Pitts
     Senior Vice President                     Group Vice President