AGREEMENT

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                                                                   Exhibit 10.48


                                   AGREEMENT

         THIS AGREEMENT ("Agreement") is made and entered into as of June 28,
1996, by and between Xxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxx Brake Supply
Corporation, a Nevada corporation ("Reddi Brake"), with reference to the
following facts:

         X.      Xxxxxxx has executed an Amended and Restated Promissory Note
(the "Note"), dated April 7, 1994, in favor of Reddi Brake, the outstanding
balance of which, as of May 1, 1996, is Four Hundred Fifty-Nine Thousand Six
Hundred Nine Dollars and Ninety-Six Cents ($459,609.96).

         X.      Xxxxxxx currently owes Reddi Brake an additional sum of Fifty
Thousand Dollars ($50,000) (the "Good Faith Deposit") pursuant to that certain
Stock Purchase Agreement, dated June 28, 1996, between Xxxxxxx and Xxxxx Brake.

         C.      As of April 30, 1996, pursuant to that certain Settlement
Agreement, dated April 7, 1994, by and between Reddi Brake and Xxxxxxx (the
"Settlement Agreement"), Reddi Brake owed Xxxxxxx Two Hundred Seventy-Seven
Thousand Eight Hundred Eleven Dollars and Seventy-Two Cents ($277,811.72) (the
"Indebtedness").

         D.      The parties agree that Reddi Brake shall reduce the balance of
the Note by an amount equal to the difference between the Indebtedness and the
Good Faith Deposit in consideration of Xxxxxxx'x cancellation of the
Indebtedness, on the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, for and in consideration of the mutual promises and
agreements contained herein, the parties agree as follows:

         1.      Reddi Brake hereby agrees to (a) reduce, effective
immediately, the outstanding balance of principal and accrued but unpaid
interest on the Note by the net amount of Two Hundred Twenty-Seven Thousand
Eight Hundred Eleven Dollars and Seventy-Two Cents ($227,811.72) to Two Hundred
Thirty-One Thousand Seven Hundred Ninety-Eight Dollars and Twenty Four Cents
($231,798.24) pursuant to an Addendum to Amended and Restated Promissory Note
of even date herewith and (b) cancel Xxxxxxx'x obligations to return to Reddi
Brake the Good Faith Deposit.

         2.      In consideration of the foregoing reduction in the balance of
the Note, Xxxxxxx hereby agrees to cancel, effective immediately, the full
amount of the Indebtedness and any other obligations remaining under the
Settlement Agreement.


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         3.      This Agreement may be executed by facsimile in one or more
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 have duly executed this Agreement as
of the date first above written.


                                  Reddi Brake Supply Corporation, a Nevada
-------------------------------   corporation
Xxxxx X. Xxxxxxx

                                  By:
                                     -----------------------------------------
                                     S. Xxxxxx Xxxxx, Executive Vice President