GROUP 1 AUTOMOTIVE INC
AMEND. TO LEASE AGREEMENT - HOWARD-H, INC.
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>8
<FILENAME>h03396exv10w40.txt
<DESCRIPTION>AMEND. TO LEASE AGREEMENT - HOWARD-H, INC.
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.40


                               AMENDMENT TO LEASE


         THIS AMENDMENT TO LEASE is entered into this 18th day of February,
2003, by and between REHCO, L.L.C., an Oklahoma limited liability company
("Landlord") and HOWARD-H, INC., a Delaware corporation ("Tenant").

         WHEREAS, Landlord and Tenant executed that certain Lease Agreement
dated December 13, 2002 (the "Lease"), whereby Landlord leased to Tenant that
improved real property located in Oklahoma County, Oklahoma, more fully
described on Exhibit "A" attached to and incorporated in the Lease (the "Land");
and

         WHEREAS, the Landlord has completed certain improvements on the
Premises. Landlord and Tenant desire to amend the Base Rent based on the value
of the improvements; and

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants between the parties, Landlord and Tenant hereby agree and amend the
Lease as follows:

         1.   TERM OF LEASE. Article 2 of the Lease is hereby amended and
              restated as follows:

                  "Article 2 Term of Lease. Unless sooner terminated as herein
                  provided, this Lease shall continue in effect for a term
                  ("TERM") commencing on the Commencement Date and ending at
                  11:59 p.m., Oklahoma City, Oklahoma time, on the first date to
                  occur of December 31, 2027 or the Early Termination Date. The
                  EARLY TERMINATION DATE shall be December 31, 2017 or December
                  31, 2022; whichever of such dates (each of which dates is
                  herein referred to as a "POSSIBLE EARLY TERMINATION DATE") is
                  designated by Tenant, in its sole discretion, in a written
                  notice delivered to Landlord no less than six months prior to
                  the Early Termination Date."

         2.   BASE RENT. The first sentence of Section 3.1 of the Lease is
              hereby amended and restated as follows:

                  "Section 3.1 Base Rent. Subject to the terms and provisions
                  contained in this Section 3.1, Tenant shall pay Landlord
                  monthly Base Rent of Forty Four Thousand Three Hundred Seventy
                  Six and No/100 Dollars ($44,376.00), in advance on or before
                  the first day of each calendar month during the Term, subject
                  to adjustment as hereafter provided."

         3.   COMMENCEMENT DATE. Section 3.1(b) of the Lease is hereby amended
              and restated as follows:

                  "3.1(b) As used herein, "COMMENCEMENT DATE" means the date
                  hereof and the term "LEASE YEAR" means the 12-month period
                  commencing on February 18, 2003 and each subsequent 12-month
                  period during the Term."

         4.   EFFECT OF THIS AMENDMENT. Each defined term used but not otherwise
              defined in this Amendment shall have the meaning assigned to it in
              the Lease. In the event of any



<PAGE>

              conflict between this Amendment and the Lease, this Amendment
              shall control. As amended hereby, the Lease is ratified and
              confirmed and shall remain in full force and effect in accordance
              with its terms.



              [The remainder of page intentionally left blank]



<PAGE>

         This signature page is attached to that certain Amendment to Lease as
of the date and year first above written.


                                       "LANDLORD"

                                       REHCO, L.L.C., an Oklahoma limited
                                       liability company


                                       By: /s/ ROBERT E. HOWARD II
                                          --------------------------------------
                                          Robert E. Howard II, Manager


                                       "TENANT"

                                       HOWARD-H, INC., a Delaware corporation



                                       By: /s/ SCOTT L. THOMPSON
                                          --------------------------------------
                                          Scott L. Thompson, Vice President


</TEXT>
</DOCUMENT>
