EXHIBIT 6.39 Amendment to Asset Purchase Agreement Dennis Meyer Denny's Towing July 30, 1999 The legal documentation necessary to close the funding has not been completed despite a tremendous effort by the personnel at 1-800-AutoTow and the attorneys...

                                  EXHIBIT 6.39

                      Amendment to Asset Purchase Agreement

Xxxxxx Xxxxx
Xxxxx'x Towing
July 30, 1999

The legal documentation necessary to close the funding has not been completed
despite a tremendous effort by the personnel at 1-800-AutoTow and the attorneys
for all parties. We request an extension on your Purchase Agreement until August
6, 1999.

Because of this delay and for your consideration of this extension, rather than
utilize the contracted stock price calculation in the Agreement, we are willing
to fix your stock price at $0.70 per share.

By executing this Amendment, you acknowledge a waiver of the July 30, 1999
funding date in the Purchase Agreement and grant an extension until the end of
this week (August 6, 1999).

Sincerely,
                                            Agreed:
/s/ Xxxx X. Xxxxxxxxx                       /s/ Xxxxxx Xxxxx
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Xxxx X. Xxxxxxxxx                           Xxxxxx Xxxxx
President & CEO                             Seller