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                                                                    Exhibit 10.5

                           NATIONAL AUTO CREDIT, INC.
                                   LETTERHEAD


April 5, 2000

James J. Cotter, Chairman                 James J. Cotter, Chairman
Reading Entertainment, Inc.               FA, Inc.
One Penn Square West                      c/o Reading Entertainment, Inc.
30 South Fifteenth Street, Suite 1300     One Penn Square West
Philadelphia, Pennsylvania 19103-4831     30 South Fifteenth Street, Suite 1300
                                          Philadelphia, Pennsylvania 19103-4831

         Re:      Acquisition of Additional 1/3 Membership Interest in
                  Angelika Film Centers, LLC

Dear Mr. Cotter:

National Auto Credit, Inc. ("National") and its wholly-owned subsidiary,
National Cinemas, Inc. ("National Cinemas"), have entered into an agreement (the
"Angelika Agreement") with FA, Inc. and Reading Entertainment, Inc. ("RDG" and
collectively with its consolidated subsidiaries, "Reading") to acquire a 50%
membership interest in Angelika Film Centers, LLC ("AFC"). The purpose of this
letter is to set out the terms under which Reading has agreed to grant to
National an option to acquire an Additional 1/3 Membership Interest in AFC.

A. THE OPTION GRANT: For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Reading does hereby grant to
National that option more specifically described hereinbelow.

B. EXERCISE OPTION: National will have a period of forty-five (45) days, through
and including May 20, 2000 in which to determine whether or not it wishes to
proceed with the acquisition of the 1/3 Membership Interest owned by Reading
that is not subject to the Angelika Agreement (the "Subject Interest"), for a
purchase price of $9,000,000, on substantially the same terms and conditions set
forth in the Angelika Agreement (except as otherwise provided herein). If
National determines that it wishes to exercise the option, it will give written
notice of that election to Reading within this period. Thereafter, National and
Reading will cooperate and work in good faith to complete the definitive
documentation necessary to complete the transaction, with an intention to close
such transactions within thirty (30) days of the date of such election. Closing
shall be subject to compliance with the Hart-Scott-Rodino Antitrust Improvements
Act.

C. EXCLUSIVITY: Reading agrees to deal exclusively with National during the term
of this option, other then its ongoing discussions with Citadel Holding
Corporation.



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D. FORM AND PAYMENT OF THE PURCHASE PRICE: The purchase price of $9,000,000 will
be paid in full at the Closing by the issuance of the Common Stock of National,
priced at $1.50 per share. In the event that National lacks sufficient
authorized and unissued shares to pay the entire purchase price in Common Stock,
it will pay the balance in cash by wire transfer of currently available funds.
National will grant to Reading registration rights equivalent to the
registration rights granted to Reading pursuant to the Angelika Agreement.

Sincerely,



David L. Huber
Chairman of the Board and
Chief Executive Officer

ACCEPTED AND AGREED
AS OF THIS _____ DAY
OF APRIL, 2000.

READING ENTERTAINMENT, INC.

By:
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Its:
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