<PAGE>
                                                                   Exhibit 10(e)


                          ASSIGNMENT OF LEASE AND RENTS

         THIS  ASSIGNMENT  OF LEASE AND RENTS  (this  "Assignment")  is made and
entered  into as of the 31st day of March,  2000 by and between  ASSET  HOLDINGS
III,  L.P..,  an Ohio limited  partnership,  as the Lessor (the  "LESSOR"),  and
SUNTRUST BANK, a banking  corporation  duly organized and validly existing under
the laws of the State of Georgia (the "CREDIT BANK"). Capitalized terms that are
not otherwise clearly defined herein shall have the meanings assigned to them in
the Lease Agreement of even date herewith (as amended,  supplemented or restated
from time to time, the "LEASE"), by and between the Lessor and ADESA CORPORATION
(the "LESSEE").

                               W I T N E S S E T H
                               -------------------

         WHEREAS,  the Lease provides for, among other things,  the lease of the
Properties  described  on  Exhibit A attached  hereto (  together,  the  "LEASED
PROPERTY") from the Lessor to the Lessee;

         WHEREAS, the Lessor has requested  Cornerstone Funding Corporation I, a
Delaware  corporation (the "ISSUER"),  make a loan to the Lessor in the original
principal  amount of $28,373,000  (the "LOAN"),  to be evidenced by the Borrower
Promissory  Note,  in order to  finance a portion  of the  Property  Costs to be
incurred by the Lessor in connection with its acquisition of the Leased Property
and arranging for the transactions contemplated by the Operative Documents;

         WHEREAS,  the Credit Bank,  the Lessor,  the Lessee and the Issuer have
entered into that  certain  Participation  Agreement  dated as of March 31, 2000
(together  with  any  amendments  or  supplements  thereto,  the  "PARTICIPATION
AGREEMENT"),  pursuant  to  which  the  Issuer  has  agreed  to  issue  and sell
$28,373,000  in aggregate  principal  amount of its Floating Rate Notes,  Series
2000A (the "Notes"), and apply the proceeds thereof in order to make the Loan to
the Lessor,  on the condition,  among others,  that the Credit Bank issue to the
Note Trustee the Letter of Credit as security for the payment of the Notes;

         WHEREAS,  the Lessor and the Credit Bank have entered into that certain
Reimbursement   Agreement  dated  as  of  March  31,  2000  (the  "REIMBURSEMENT
AGREEMENT"), pursuant to which the Credit Bank has agreed to issue the Letter of
Credit to the Note  Trustee  and the Lessor has agreed to pay all fees  required
for the issuance and  maintenance  of the Letter of Credit and to reimburse  the
Credit Bank for all  Drawings  made under the Letter of Credit and all Letter of
Credit  Liabilities,  and to secure  its  obligations  under  the  Reimbursement
Agreement by granting the Mortgages and this Assignment;

<PAGE>

         WHEREAS,  a condition  to the Credit  Bank's  issuance of the Letter of
Credit and the Lessor's  execution of the Lease is the execution and delivery of
the  Guaranty  to the Credit Bank and the Lessor by  Minnesota  Power,  Inc.,  a
Minnesota corporation (the "GUARANTOR")

         WHEREAS,  to provide further  security for the payment by the Lessor of
its  obligations  to the Credit Bank under the  Reimbursement  Agreement and the
other Operative Documents,  the Lessor, pursuant to this Assignment,  has agreed
to assign to the Credit Bank substantially all of its rights under the Lease and
the Guaranty, as provided herein; and

         WHEREAS,  to secure the Lessor's  obligations  to the Credit Bank under
the Reimbursement  Agreement and the other Operative  Documents,  the Lessor, as
mortgagor  has granted to the Credit Bank,  as  mortgagee,  that certain Deed of
Trust and Security Agreement  (Charlotte  Property),  that certain Deed of Trust
and Security  Agreement  (Knoxville  Property),  and that  certain  Mortgage and
Security Agreement (Framingham  Property),  each of even date herewith (together
with any  amendments or  supplements  thereto,  the  "MORTGAGES"),  collectively
providing,  among other things,  for a mortgage lien on and security interest in
each  Property,  and which are  intended  to be  recorded  in the real  property
records of the respective jurisdiction in which the Properties are located;

         NOW, THEREFORE,  in consideration of the mutual agreements contained in
this  Assignment  and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         SECTION 1.     ASSIGNMENT OF LEASE AND RIGHTS UNDER  GUARANTY.  The
Lessor,  as security for the payment of its obligations to the Credit Bank under
the  Reimbursement   Agreement  and  the  other  Operative   Documents  and  the
performance  and  observance by the Lessor for the benefit of the Credit Bank of
the provisions thereof, has assigned, transferred, conveyed and set over, and by
these  presents does assign,  transfer,  convey and set over, to the Credit Bank
the following:

         ALL OF THE LESSOR'S  INTEREST IN, TO AND UNDER THE LEASE and all of the
Lessor's estate,  right, title,  interest,  claim and demand as the Lessor under
the Lease and all existing or future amendments, supplements or modifications of
the Lease and any guarantees of the Lessee's obligations under the Lease and any
agreements, documents,  instruments,  assignments, pledges, security agreements,
security interests or collateral  securing at any time the Lessee's  obligations
under the Lease;

         TOGETHER  WITH  all  rights,  powers,  privileges,  options  and  other
benefits of the Lessor under the Lease, including,  without limitation,  (1) the
right to receive and collect all Rent, income,  revenues,  issues, profits, Loss
Proceeds, Awards, bankruptcy claims, liquidated damages, purchase price proceeds
(pursuant to SECTIONS 11.1,  11.2,  14.1,  15.1, 15.2, 15.3, 15.5 or 15.6 of the
Lease or otherwise),  the Lease Balance,  the Recourse  Deficiency  Amount,  and
other  payments,  tenders and security  payable to or  receivable  by the Lessor
under the Lease at any time, (2) the right to give and withhold on behalf of and
in the name of Lessor  all  waivers,  consents,  modifications,  amendments  and
agreements under or with respect to the Lease, (3) the right to give and receive
copies of all notices and other instruments or communications  under or pursuant
to the Lease,  (4) the right to take such action and to exercise such rights and
remedies upon the occurrence and during the continuance of a Default or an Event
of Default as shall be permitted by the Lease or by Applicable

                                      -2-

<PAGE>

Law, excluding, however, the Excluded Rights (herein defined), and (5) the right
to do any and all other things  whatsoever  which the Lessor or any lessor under
the Lease is or may be entitled to do thereunder  other than with respect to the
Excluded Rights; and

         TOGETHER WITH the irrevocable right and power to execute and deliver as
agent and  attorney-in-fact  of the Lessor under the Lease, with an interest and
full  power  of  substitution,  an  appropriate  deed,  bill of  sale  or  other
instrument  or  instruments  of  transfer   necessary  or  appropriate  for  the
conveyance and transfer to the Lessee (or third-party  purchasers) of the Leased
Property  pursuant to ARTICLES XI, XIV or XV of the Lease,  and all interests of
the  Lessor  therein  and to  perform  in the name and for and on  behalf of the
Lessor,  as  such  agent  and  attorney-in-fact,  and  all  other  necessary  or
appropriate acts with respect to any such purchase, conveyance and transfer; and

         TOGETHER WITH all of the rights of the Lessor under the Guaranty and to
 receive payments from the Guarantor thereunder;

         EXCLUDING, HOWEVER, the following (the "EXCLUDED RIGHTS"):

         (a)  The  Supplemental  Rent  payable  in  respect of the  Facilitation
Agreement,  as provided in SECTION 4.2 of the Lease and all payments (whether or
not constituting  Supplemental Rent) of any indemnity or other amounts under the
Lease or any other Operative Document which are intended to reimburse the Lessor
for costs,  expenses,  damages or losses incurred by the Lessor and which by the
terms thereof are payable to the Lessor or its  successors,  permitted  assigns,
constituent members, or the incorporators,  stockholders,  employees,  officers,
director, agents or Affiliates of any of the foregoing;

         (b)  The nonexclusive  right to receive  from the Lessee  copies of all
notices,  certificates,  and other documents and information which the Lessee or
any other  Person is required  to give or furnish to the Lessor  pursuant to the
Lease; and

         (c)  All  rights  to sue for,  demand,  collect or  enforce  any of the
foregoing  Excluded  Rights  and all  amounts  paid  or  payable  in  connection
therewith,  all such Excluded Rights being expressly  excepted and excluded from
this collateral assignment.

         SECTION 2.     ASSIGNMENT AS SECURITY.

         (a)  The  assignment made hereby is executed as an absolute and present
assignment,  but is  delivered  to the Credit Bank as security  for the Lessor's
obligations  to the Credit  Bank  under the  Reimbursement  Agreement  and other
Operative Documents,  and the execution and delivery hereof shall not in any way
impair or diminish any obligations of the Lessor as lessor under the Lease or of
the Lessor or the Credit Bank under any of the other  Operative  Documents,  nor
impair,  affect or modify any of the terms and  conditions of the  Reimbursement
Agreement  or  any  of the  other  Operative  Documents,  nor  shall  any of the
obligations  of the  Lessor or of any other  Person  under any of the  Operative
Documents  (other than the express  obligations  of the Credit  Bank) be imposed
upon  the  Credit  Bank,  including,  but not  limited  to,  collecting  Rent or
enforcing performance by the Lessee.

                                      -3-


<PAGE>

         (b)  Without limiting the generality of the foregoing,  the Credit Bank
shall not be obligated to perform or discharge,  nor does the Credit Bank hereby
undertake  to perform or  discharge,  any  obligation,  duty or liability of the
Lessor  under  the  Lease or of the  Lessor  under  any of the  other  Operative
Documents,  or under or by reason of this  Assignment and the Lessor does hereby
waive  any and all  liability,  loss or damage  which  may or might be  asserted
against the Credit Bank by reason of any alleged  obligations or undertakings on
its part to  perform or  discharge  any of the terms,  covenants  or  agreements
contained in the Lease to be performed or discharged  by the Lessor  thereunder.
It is further  understood and agreed that this  Assignment  shall not operate to
(i) place  responsibility  for the control,  care,  management  or repair of the
Leased  Property  upon the Credit  Bank,  nor for the carrying out of any of the
terms and  conditions  of the Lease or of any of the other  Operative  Documents
(except to the extent expressly provided therein), in any such case binding upon
or applicable to the Lessor or (ii) make the Credit Bank  responsible  or liable
for any waste with  respect to the Leased  Property  or any part  thereof by the
Lessee or any Person  other than by the Credit  Bank,  or for any  dangerous  or
defective  condition  of the Leased  Property  or any part  thereof,  or for any
negligence  of the  management,  upkeep,  or repair  or  control  of the  Leased
Property or any part thereof resulting in loss or injury or death to any Lessee,
any sublessee, sublessor, licensee, invitee, employee or stranger other than the
gross negligence or willful misconduct of the Credit Bank.

         SECTION  3.    POWER OF ATTORNEY  WITH  RESPECT  TO THE  LEASE  AND THE
GUARANTY.  Except for the Excluded  Rights,  the Lessor does hereby  irrevocably
constitute  and  appoint the Credit  Bank its true and lawful  attorney  with an
interest  and full  power of  substitution,  for it and in its  name,  place and
stead,  to do any or all of the following:  (i) ask,  demand,  collect,  receive
receipt  for,  sue  for,  compound  and give  acquittance  for all  Basic  Rent,
Supplemental  Rent,  payments  pursuant  to  ARTICLES  IV, XI, XIV and XV of the
LEASE,  purchase proceeds or avails,  income,  Awards, Loss Proceeds,  the Lease
Balance,  the Recourse  Deficiency Amount, and other sums paid or payable to the
Lessor  pursuant to the Lease and the Guaranty and other sums which are assigned
under SECTION 1 hereof and (ii) sue for,  compound and give  acquittance for, or
settle,  adjust or  compromise  any claim  for any and all such  Rent,  purchase
proceeds or avails,  income,  Awards,  Loss  Proceeds,  the Lease  Balance,  the
Recourse  Deficiency  Amount, all payments from the Guarantor under the Guaranty
and all  proceeds  thereof,  and other sums which are assigned  under  SECTION 1
hereof as fully as the Lessor could itself do, and in its discretion to file any
claim or take any other action or proceedings,  either in its own name or in the
name of the Lessor or  otherwise,  which the Credit Bank may deem  necessary  or
appropriate to protect and preserve the right,  title and interest of the Credit
Bank in and to such Rent and other sums and  security  intended  to be  afforded
hereby.  The powers  granted to the Credit Bank in this  Section 3 are,  and are
intended to be,  exclusive to the Credit Bank, and the Lessor shall not take any
actions  covered  by the  powers  granted  in this  Section  3 unless  expressly
requested to do so by the Credit Bank

         SECTION 4.     CREDIT BANK DESIGNATED RECIPIENT.  The Lessor hereby
directs the Lessee and the Guarantor to deliver or remit  directly to the Credit
Bank at its address  set forth in the  Participation  Agreement  all Basic Rent,
Supplemental  Rent,  payments  pursuant  to  ARTICLES  IV, XI, XIV and XV of the
LEASE,  purchase proceeds or avails,  income,  Awards, Loss Proceeds,  the Lease
Balance,  the Recourse  Deficiency Amount, and other sums paid or payable to the
Lessor  pursuant to the Lease and the Guaranty  (but  excluding in all cases all
Excluded Rights and proceeds thereof), by

                                      -4-

<PAGE>

wire transfer of Federal or other funds current and immediately available to the
Credit Bank on or before the due date thereof.

         SECTION  5.    ALLOCATION   PURSUANT   TO   REIMBURSEMENT    AGREEMENT.
Notwithstanding  anything  contained  herein to the contrary,  any and all Basic
Rent, Supplemental Rent, payments pursuant to ARTICLES IV, XI, XIV and XV of the
Lease,  payments in respect of the Lease Balance and of the Recourse  Deficiency
Amount or otherwise,  purchase proceeds or avails, income, Awards, Loss Proceeds
and other sums payable by the Lessee under the Lease or by the  Guarantor  under
the Guaranty paid to or received or collected by or on behalf of the Credit Bank
shall be paid,  allocated and  distributed  pursuant to the terms of, and in the
order of priority provided for in, ARTICLE III of the Reimbursement Agreement

         SECTION 6.     EXCLUDED RIGHTS.  Notwithstanding  anything contained
herein to the contrary, and regardless of whether or not a Loan Event of Default
shall occur or exist,  all Excluded Rights are hereby retained by the Lessor and
are not assigned to the Credit Bank.

         SECTION 7.     IRREVOCABILITY;  SUPPLEMENTAL INSTRUMENTS. The Lessor
agrees that the assignment  made hereby and the designation and direction to the
Lessee set forth in  SECTION 4 are  irrevocable,  and that the Lessor  will not,
while said  assignment is in effect or thereafter  until the Lessee has received
from the Credit Bank written notice of the termination of said assignment,  make
any other assignment, designation or direction inconsistent herewith, and agrees
that any  assignment,  designation or direction  inconsistent  herewith shall be
void.  In  addition,  the Lessor  shall from time to time,  upon  request of the
Credit  Bank,  execute  all  instruments  of  further  assurance  and  all  such
supplemental instruments as the Credit Bank may reasonably specify.

         SECTION 8.     AMENDMENTS OR TERMINATION OF THE LEASE.  Except as
otherwise  permitted  under  this  SECTION  8 or  SECTIONS  6.1  or  8.4  of the
Participation Agreement, the Lessor shall not enter into any agreement amending,
supplementing,  hypothecating,  waiving,  discharging or  terminating  the LEASE
(other  than solely  involving  Excluded  Rights),  the  Mortgages  or any other
agreement,  document or instrument  hereby  assigned by the Lessor to the Credit
Bank.

         SECTION 9.     LESSEE'S CONSENT AND AGREEMENT. The consent and
agreement by the Lessee to the  provisions  of this  Assignment  is evidenced by
their execution of this Assignment in the spaces  indicated  therefor at the end
of this Assignment;  PROVIDED,  HOWEVER,  that the parties hereto agree that the
LEASE and the Participation  Agreement shall control as to the respective rights
and obligations of the Lessor and the Lessee.

         SECTION 10.    REMEDIES  CUMULATIVE.  Each right,  power and remedy of
the Credit Bank provided for in this Assignment or now or hereafter  existing at
law or in equity or by statute or otherwise  shall be cumulative  and concurrent
and shall be in addition to every other right,  power or remedy  provided for in
this Assignment or in any other Operative  Document or now or hereafter existing
at law or in equity or by statute or otherwise  and the exercise or beginning of
the  exercise  by the Credit Bank of any one or more of such  rights,  powers or
remedies shall not preclude the further  exercise thereof or the simultaneous or
later  exercise  by the Credit Bank of any or all such other  rights,  powers or
remedies.  No failure or delay on the part of the Credit  Bank to  exercise  any
such right, power or remedy (including,  without limitation, the granting by the
Credit Bank of

                                      -5-

<PAGE>

consent to any action by the Lessor)  shall  operate as a waiver thereof.  The
Lessor  stipulates  that  the  remedies  at law in  respect  of any  default  or
threatened default by the Lessor in the performance of or compliance with any of
the terms of this  Assignment are not and will not be adequate,  and that any of
such terms may be specifically  enforced by a decree for specific performance or
by an injunction against the violation of any terms or otherwise.

         SECTION 11.    MISCELLANEOUS.

         (a)  All notices, requests, offers, consents and other instruments
given pursuant to this Assignment  shall be delivered in accordance with SECTION
8.2 of the Participation  Agreement.  In addition, the Credit Bank shall provide
the Lessee in a timely fashion with a copy of any such instruments  given by the
Credit Bank to the Lessee hereunder;  provided,  however, that the Credit Bank's
failure to provide  the Lessee with any such copy shall not nullify or delay the
effectiveness of any such instrument.

         (b)  This Assignment shall be binding upon, inure to the benefit of and
be enforceable by, the respective  successors and assigns of the parties hereto.
The headings to the various paragraphs of this Assignment have been inserted for
convenient  reference  only and shall not  modify,  define,  limit or expand the
express provisions of this Assignment. Neither this Assignment nor any provision
hereof may be amended,  modified,  waived,  discharged or terminated orally, but
only by an  instrument  signed by the parties  hereto.  If any provision of this
Assignment or any  application  thereof shall be invalid or  unenforceable,  the
remainder of this  Assignment and any other  application of such provision shall
not be affected thereby.

         (c)  THIS ASSIGNMENT SHALL IN ALL RESPECTS BE GOVERNED BY, CONSTRUED
AND ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA  EXCEPT FOR
ISSUES WHICH ARE MANDATORILY  SUBJECT TO THE LAWS OF THE STATE IN WHICH ANY PART
THE LEASED PROPERTY IS LOCATED, WHICH ISSUES SHALL BE INTERPRETED, CONSTRUED AND
ENFORCED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE IN WHICH  SUCH PART OF THE
LEASED PROPERTY IS LOCATED.

         (d)  This  Assignment may be executed in any number of  counterparts as
may  be  convenient  or  necessary,  and it  shall  not be  necessary  that  the
signatures of all parties hereto or thereto be contained on any one  counterpart
hereof or thereof.  Additionally,  the parties hereto agree that for purposes of
facilitating  the execution of this  Assignment,  (i) the signature  pages taken
from separate  individually  executed  counterparts  of this  Assignment  may be
combined  to form  multiple  fully  executed  counterparts  and (ii) a signature
delivered by facsimile transmission shall be deemed to be an original signature.
All executed  counterparts of this  Assignment  shall be deemed to be originals,
but all such  counterparts  taken together or collectively,  as the case may be,
shall constitute one and the same agreement.

         (e) Upon payment in full of the indebtedness and obligations secured by
this  Assignment and the  Reimbursement  Agreement and  performance of all other
obligations  secured hereby and thereby,  the Credit Bank shall, at the Lessor's
expense, do, execute,  acknowledge and deliver each and every deed,  conveyance,
transfer  and  release  necessary  or proper to  evidence  the

                                      -6-

<PAGE>

release of this Assignment  whereupon this Assignment and the assignment created
hereby shall terminate and be of no further force or effect.

         (f)  Except as otherwise expressly provided below in this CLAUSE (f),
It is  expressly  understood  and agreed by and between  the Lessor,  the Credit
Bank, and their respective  successors and assigns that nothing herein contained
shall be  construed  as  creating  any  liability  (other  than for  intentional
misrepresentation  or willful misconduct) of the Lessor or any of its Affiliates
or any of its or their respective officers, directors,  members,  incorporators,
stockholders, partners, venturers, trustees, beneficiaries,  employees, managers
or  agents,  individually  or  personally,  whether  past,  present or future to
perform any covenant,  either  express or implied,  contained  herein,  all such
liability,  if any,  being  expressly  waived by the Credit Bank and by each and
every Person now or hereafter claiming by, through or under the Credit Bank, and
that, so far as the Lessor or any of its  Affiliates or any of their  respective
officers, directors, incorporators, stockholders, partners, venturers, trustees,
beneficiaries,  employees or agents,  individually or personally,  is concerned,
the Credit  Bank and any Person  claiming  by,  through or under the Credit Bank
shall look solely to the right,  title and  interest of the Lessor in the Leased
Property  and  any  proceeds  from  the  Lessor's  sale or  encumbrance  thereof
(provided,  however,  that the Credit  Bank shall not be  entitled to any double
recovery) for the performance of any obligation  under this Assignment and under
the Operative  Documents and the satisfaction of any liability arising therefrom
(other than for intentional misrepresentation or willful misconduct).


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                      -7-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have each caused this Assignment
to be executed by their  respective duly  authorized  officers as of the day and
year first above written.

Witnesses:                              ASSET HOLDINGS III, L.P.,
                                        as the Lessor

   Signature Illegible                  By   Realty Facility Holdings I, L.L.C.,
--------------------------------------       an Ohio limited liability company
Print Name:  Illegible
           ---------------------------
   Richard W. Rubenstein
--------------------------------------
Print Name:  Richard W. Rubenstein            Robert F. Gage
           ---------------------------  ----------------------------------------
                                              Robert F. Gage, President



                                        SUNTRUST BANK,
                                        as the Credit Bank


  Adam Marker                           By:  C. A. Black
--------------------------------------     -------------------------------------
Print Name:   Adam Marker               Name:  Christopher A. Black
           ---------------------------       -----------------------------------

   Dawn M. Marker                       Title:
--------------------------------------        ----------------------------------
Print Name:  Dawn M. Marker
           ---------------------------
                                        Consented  and agreed to as
                                        of the day and  year  first
                                        above written:

                                        ADESA CORPORATION,
                                        as the Lessee

  Denise L. McAtee                         W. T. Stackhouse
--------------------------------------  ----------------------------------------
Print Name:   Denise L. McAtee          William T. Stackhouse,
           ---------------------------  Chief Financial Officer
  Linda Klingensmith
--------------------------------------
Print Name:  Linda Klingensmith
           ---------------------------


                                      -8-

<PAGE>




THE STATE OF OHIO                       )
                                        ) ss.
COUNTY OF  Franklin                     )


On this 1 day of April, 2000, before me, a Notary Public in and for said county
and state, personally appeared Robert F. Gage, the President of Realty Facility
Holdings I, L.L.C., an Ohio limited liability company and the general partner of
Asset Holdings III, L.P., an Ohio limited partnership, who acknowledged that
with due authorization, he did sign said instrument for and on behalf of Asset
Holdings III, L.P., and that the same is his free act and deed individually as
such officer, and the free act and deed individually as such officer, and the
free act and deed of Asset Holdings III, L.P.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my offical
seal on the day and year aforesaid.


                                           Ezell Hartman Underdown
                                         ---------------------------------------
                                           Notary Public


 [NOTARIAL SEAL]   EZELL HARTMAND UNDERDOWN,
  STATE OF OHIO        ATTORNEY AT LAW
                  NOTARY PUBLIC STATE OF OHIO
                     My commission has no
                        expiration date.
                      Section 147.03 R.C.


                                      -9-


<PAGE>



STATE OF   INDIANA         )
         ---------------   ) SS.
COUNTY OF   MARION         )
          --------------

         On this 30th day of March,  2000, before me, a Notary Public in and for
said   county  and  state,   personally   appeared CHRISTOPHER BLACK, the VP AND
DIRECTOR of SunTrust Bank, a banking corporation duly organized and validly
existing under the laws of the State of Georgia,  who acknowledged  thatwith
due  authorization,  he/she did sign said  instrument  for and on behalf of
SunTrust  Bank and that the same is his/her  free act and deed  individually  as
such officer, and the free act and deed of SunTrust Bank.

         IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed my
official seal on the day and year aforesaid.


         [NOTARY PUBLIC
              SEAL                                    Dawn M. Marker
            INDIANA]                                ---------------------------
                                                    Notary Public

                                                      Dawn M. Marker
                                                    ---------------------------
                                                    Printed Name


My Commission Expires:                              County of Residence:

  FEBRUARY 28, 2008                                    MARION
----------------------------------                   ---------------------------

                                      -10-

<PAGE>



STATE OF   INDIANA      )
         -----------    ) SS.
COUNTY OF  MARION       )
         -----------

         On this ____ day of March,  2000, before me, a Notary Public in and for
said county and state,  personally  appeared  William T.  Stackhouse,  the Chief
Financial Officer of ADESA Corporation, an Indiana corporation, who acknowledged
that with due  authorization,  he did sign said  instrument for and on behalf of
ADESA  Corporation  and that the same is his free act and deed  individually  as
such officer, and the free act and deed of ADESA Corporation.

         IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed my
official seal on the day and year aforesaid.


                                          Denise L. McAtee
                                        ----------------------------------------
                                        Notary Public

	[DENISE L. MC ATEE                        DENISE L. MC ATEE
           NOTARY                    NOTARY PUBLIC STATE OF INDIANA
            SEAL                              MARION COUNTY
       STATE OF INDIANA]             MY COMMISSION EXP. APR. 9, 2001


                                      -11-