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                                                                    EXHIBIT 10.2


                         ASSIGNMENT AND ASSUMPTION OF
                         ----------------------------
                                LEASE AGREEMENT
                                ---------------

     This Assignment and Assumption of Lease Agreement ("Agreement") made this
28 day of January, 1999, by and between International Thoroughbred Breeders,
Inc. ("ITB"), as Tenant, and AutoLend Group, Inc. ("AutoLend"), as Assignee.

                                R E C I T A L S

     A.   ITB, as Tenant, is party to a Lease Agreement dated July 10, 1997 (the
"Lease"), with 600 Central Partners, as Landlord.

     B.   ITB possesses all right, title, and interest in and to the Lease, as
tenant, and desires to assign and transfer the Lease to Assignee, and Assignee
desires to accept said assignment and transfer upon the terms and conditions
hereinafter set forth.

     C.   So far as is known, ITB and the Landlord have no claims against one
another by reason of said Lease.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, and other good and valuable consideration, the
receipt of which is acknowledged,

     IT IS AGREED:

     1.   Assignment. Pursuant to Paragraph XI of the Lease, Nunzio P. DeSantis
hereby exercises the authority granted to him, and hereby designates AutoLend
Group, Inc. as Assignee. ITB hereby assigns and transfers to Assignee any and
all of ITB's right, title and interest in and to the Lease. The foregoing
assignment,


Assignor Initial CCC                                   Assignee Initial NDS
                -----                                                  -----

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assumption and transfer is made without any recourse whatsoever to ITB and
without any representation and warranties expressed or implied of any nature
whatsoever.

     2.   Acceptance and indemnification. Assignee hereby accepts the foregoing
assignment and transfer and promises and agrees to perform all covenants,
stipulations, agreements, and obligations under the Lease accruing on and after
the date of this Agreement. Assignee shall indemnify and hold ITB harmless from
any and all claims, demands, actions, causes of action, suits, proceedings,
damages, liabilities and costs and expenses of every nature whatsoever and
relating to the Lease or the premises demised thereunder arising on or after the
date of this Agreement.

     3.   Conditions. This Agreement is a requirement and is entered into in
accordance with the Order Approving Compromise (ITB Transaction) entered in the
United States Bankruptcy Court for the District of New Mexico on September 10,
1998.

     4.   Agreement binding. This Agreement shall be binding upon the successors
and assigns of the parties. The parties shall execute and deliver such further
and additional instruments, agreements, and other documents as may be necessary
to evidence or carry out the provisions of this Agreement.

Assignor Initial CCC                              Assignee Initial NDS
                -----                                             -----

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     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above written.

                                         Assignor:

                                         INTERNATIONAL THOROUGHBRED
                                         BREEDERS, INC.

                                         By: /s/ Christopher C. Casters
                                            ------------------------------
                                             Name: Christopher C. Casters
                                                  ------------------------
                                             Title: Secretary
                                                   -----------------------

                                         Assignee:

                                         AUTHOLEND GROUP, INC.

                                         By: /s/ Nunzio P. DeSantis,
                                            ------------------------------
                                             NUNZIO P. DESANTIS, in his
                                             capacity as President


                                         /s/ Nunzio P. DeSantis,
                                         ---------------------------------
                                         NUNZIO P. DESANTIS, Individually

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