AIRCRAFT LEASE AGREEMENT
                  dated as of ___________________ ("Agreement")


This Agreement (together with all supplements,  annexes.  exhibits and schedules
hereto  hereinafter  referred  to as the  "Lease") is between  General  Electric
Capital Corporation,  with an office at 1000 Windward Concourse,  Suite 403 P.O.
Box 3300,  Alpharetta,  GA  30023-3300  (hereinafter  called,  together with its
successors and assigns,  if any,  "Lessor") and Smart Choice  Automotive  Group,
Inc.,  a  corporation  organized  and  existing  under  the laws of the State of
Florida  with  its  mailing  address  and  chief  place of  business  at 5200 S.
Washington Avenue, Titusville, FL 32780 (hereinafter called "Lessee").

1.   LEASING:

         (a) Subject to the terms and conditions set forth below,  Lessor agrees
to lease to  Lessee,  and  Lessee  agrees to lease from  Lessor,  the  aircraft,
including  the  airframe,   engines  and  all  appurtenant  equipment  (together
hereinafter the "Aircraft") described in Annex A.

         (b)  Lessor  shall  purchase  the  Aircraft  from the  manufacturer  or
supplier  thereof  ("Supplier")  and lease it to Lessee if on or before the Last
Delivery  Date  (specified  in Annex B) Lessor  receives  each of the  following
documents in form and substance satisfactory to Lessor: (i) a copy of this Lease
executed by Lessee,  (ii) unless Lessor shall have  delivered its purchase order
for the  Aircraft  or  received a bill of sale for the  Aircraft  in the name of
Lessor  (and in  form  and  substance  satisfactory  to  Lessor),  the  Purchase
Document(s)  Assignment  and  Consent in the form of Annex C, with copies of the
purchase order or other purchase  documents  attached  thereto;  (iii) copies of
insurance  policies  or, at Lessor's  option,  such other  evidence of insurance
which complies with the requirements of Section 10, (iv) evidence of an N number
for the Aircraft  together with an  assignment of the rights  thereto to Lessor;
(v)  evidence  that  the  Aircraft  has  been  duly  certified  as to  type  and
airworthiness by the Federal Aviation Administration ("FAA"); (vi) evidence that
Lessor's  designated FAA escrow agent (which may be FAA counsel) has received in
escrow the executed bill of sale and AC Form 8050-1 Aircraft  Registration  Form
(except for the pink copy which shall be  available to be placed on the Aircraft
upon acceptance thereof),  and an executed duplicate of this Lease all In proper
form for filing with the FAA; (vii) resolution of Lessee  authorizing this Lease
in the form of Annex D; (viii) a completed inspection and/or survey with respect
to the Aircraft in accordance with the requirements set forth in the Certificate
of Acceptance;  and (ix) such other documents as Lessor may reasonably  request.
Lessor's  obligation to lease the Aircraft hereunder is further conditioned upon
(1) the cost to Lessor of the  acquisition  of the  Aircraft not  exceeding  the
Capitalized  Lessor's  Cost stated on Annex A; (2) upon delivery of the Aircraft
Lessee's  execution and delivery to Lessor of a Certificate of Acceptance in the
form of  Annex  E; and (3)  filing  of all  necessary  documents  with,  and the
acceptance thereof by, the FAA.

         (c)  Lessor  hereby  appoints  Lessee  its  agent  for  inspection  and
acceptance of the Aircraft from the Supplier. Once the Certificate of Acceptance
has been signed, Lessee may not cancel this Lease.

2.       TERM, RENT AND PAYMENT:

         (a) The rent  ("Rent")  payable for the Aircraft and Lessee's  right to
use the Aircraft  begins on the date Lessee signs the  Certificate of Acceptance
("Commencement  Date").  The term  ("Term") of this Lease shall  commence on the
Commencement Date and shall continue,  unless earlier terminated pursuant to the
provisions  of this Lease,  until and including  the  Expiration  Date stated in
Annex B. If any Term is extended or renewed,  the word "Term" shall be deemed to
refer to all extended or renewal  Terms,  and all provisions of this Lease shall
apply  during any such  extension or renewal  Terms,  except as may be otherwise
specifically provided in writing.

         (b) Lessee shall pay rent to Lessor at its address stated above, except
as otherwise directed by Lessor.  Rent payments shall be in the amount,  payable
at such  intervals and due in accordance  with the  provisions of Annex B. (Each
payment of Rent is hereinafter referred to as a "Rent Payment").  If one or more
Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex B and
due in  accordance  with the  provisions  of Annex B, and (ii) when  received by
Lessor, applied to the first Basic Term for Rent Payment as set forth on Annex B
and the  balance,  if any,  to the final Rent  Payment(s),  in inverse  order of
maturity,  In no event  shall any  Advance  Rent or any other  Rent  Payment  be
refunded  to Lessee.  If Rent is not paid  within ten (10) days of its due date,
Lessee  agrees to pay a late  charge of five cents  ($.05) per dollar on, and in
addition  to, the amount of such Rent but not  exceeding  the lawful  maximum if
any.

3.       RENT ADJUSTMENT:

         (a) If,  solely  as a  result  of  Congressional  enactment  of any law
(including,  without  limitation,  any modification of, or amendment or addition
to, the  Internal  Revenue  Code of 1986,  as  amended,  ("Code")),  the maximum
effective  corporate  income tax rate  (exclusive  of any  minimum tax rate) for
calendar-year  taxpayers  ("Effective Rate") is higher than thirty-five  percent
(35%) for any year  during the Term of this Lease,  then  Lessor  shall have the
right to increase such rent payments by requiring payment of a single additional
sum. The  additional sum shall be equal to the product of (i) the Effective Rate
(expressed  as a  decimal)  for such  year less .35 (or,  in the event  that any
adjustment  has been made  hereunder for any previous  year,  the Effective Rate
(expressed as a decimal) used in calculating the next previous adjustment) times
(ii) the  adjusted  Termination  Value  (defined  below)  divided  by (iii)  the
difference  between the new Effective Rate (expressed as a decimal) and one (1).
The adjusted  Termination Value shall be the Termination Value (calculated as of
the first rental due in the year for which such  adjustment is being made) minus
the Tax Benefits  that would be allowable  under  Section 168 of the Code (as of
the first day of the year for which such adjustment is being made and all future
years of the lease term). The Termination  Values are defined on Annex F and the
Tax  Benefits are defined on Annex B. Lessee shall pay to Lessor the full amount
of the additional rent payment on the later of (i) receipt of notice or (ii) the
first day of the year for which such adjustment is being made.

         (b)  Lessee's  obligations  under  this  Section  3 shall  survive  any
expiration or termination of this Agreement.

4. TAXES AND FEES: If permitted by law, Lessee shall report and pay promptly all
taxes,  fees and  assessments  due,  imposed,  assessed  or levied  against  the
Aircraft  (or  purchase,  ownership,   delivery,  leasing,  possession,  use  or
operation  thereof),  this Agreement (or any rents or receipts  hereunder),  any
Schedule,  Lessor or Lessee, by any domestic or foreign  governmental  entity or
taxing  authority  during or related to the term of this  Agreement,  including,
without  limitation,  all license and  registration  fees,  and all sales,  use,
personal property, excise, gross receipts, franchise, stamp, value added, custom
duties,  landing  fees,  airport  charges,  navigation  service  charges,  route
navigation charges or other taxes,  imposts,  duties and charges,  together with
any penalties,  fines or interest thereon (collectively  "Taxes").  Lessee shall
have no liability for Taxes imposed by the United States of America or any state
or political  subdivision  thereof which are on or measured by the net income of
Lessor  except as  provided  in  Sections 3 and  14(c).  Lessee  shall  promptly
reimburse  (on an after tax basis)  Lessor for any Taxes  charged to or assessed
against Lessor. Lessee shall show Lessor as the owner of the Aircraft on all tax
reports or returns, and send Lessor a copy of each report or return and evidence
of Lessees payment of Taxes upon request.

5. REPORTS:  Lessee will provide Lessor with the following in writing within the
time periods  specified:  (a) notice of any tax or other lien which  attaches to
the Aircraft and the full  particulars of the tax or lien,  within ten (10) days
after Lessee becomes aware of the tax or lien, (b) Lessee's  complete  financial
statements,  certified by a recognized  firm of  certified  public  accountants,
within  ninety  (90) days of the close of each  fiscal  year of Lessee,  and any
further financial  information or report, upon request;  (c) notice to Lessor of
the Aircraft's  location,  and the location of all information,  logs, documents
and records relating to the Aircraft and its use,  maintenance and/or condition,
immediately  upon  request;  (d)  notice  to  Lessor  of the  relocation  of the
Aircraft's primary hangar location,  ten (10) days prior to any relocation;  (e)
notice of loss or damage to the  Aircraft  which would cost more than the lesser
of (i) ten percent (10%) of the original  Capitalized  Lessor's Cost or (ii) two
hundred fifty thousand Dollars  ($250,000,00)  to repair or replace,  within ten
(10) days of such loss or  damage;  (f)  notice of any  accident  involving  the
Aircraft  causing  personal injury or property  damage,  within ten (10) days of
such  accident;  (g)  copies of the  insurance  policies  or other  evidence  of
insurance  required by the terms hereof,  promptly  upon request by Lessor;  (h)
copies of all information,  logs, documents and records relating to the Aircraft
and its use, maintenance and/or condition, within ten (10) days of such request;
(i) on each  annual  anniversary  of the  Commencement  Date of  this  Lease,  a
certificate of the authorized officer of Lessee stating that he has reviewed the
activities  of Lessee and that,  to the best of his  knowledge,  there exists no
Event of Default or event  which  with  notice or lapse of time (or both)  would
become an Event of Default;  (j) such  information  as may be required to enable
Lessor to file any reports required by any governmental authority as a result of
Lessor's  ownership of the Aircraft promptly upon request of Lessor;  (k) copies
of any manufacturer's  maintenance  service program contract for the airframe or
engines,  promptly upon request by Lessor;  (1) evidence of Lessee's  compliance
with FAA airworthiness  directives and advisory circulars and of compliance with
other  maintenance  provisions of Section 7 hereof and the return  provisions of
Section  11,  promptly  upon  request of Lessor;  and (m) such other  reports as
Lessor may reasonably request.

6.       DELIVERY, REGISTRATION, USE AND OPERATION:

         (a) The  Aircraft  shall be  delivered  directly  from the  Supplier to
Lessee  unless  the  Aircraft  is  being  leased  pursuant  to a sale  leaseback
transaction  in which case Lessee  acknowledges  that it is in possession of the
Aircraft as of the Lease Commencement Date.

         (b) Lessee, at its own cost and expense, shall cause the Aircraft to be
duly  registered  in the name of Lessor under the Title 49,  Subtitle VII of the
United  States  Code,  as amended  (the "FAA Act"),  and shall not  register the
Aircraft under the laws of any other country.

         (c) The  possession,  use and operation of the Aircraft shall be at the
sole risk and  expense  of Lessee.  Lessee  acknowledges  that I  (accepts  full
operational  control of the  Aircraft.  Lessee  agrees that the Aircraft will be
used and operated in  compliance  with any and all statutes,  laws.  ordinances,
regulations  and  standards  or  directives  issued by any  governmental  agency
applicable to the use or operation thereof, in compliance with any airworthiness
certificate,  license or  registration  relating to the  Aircraft  issued by any
agency and in a manner that does not modify or impair any existing warranties on
the Aircraft or any part thereof. Lessee will operate the Aircraft predominantly
in the  conduct  of its  business  and will not use or  operate,  or permit  the
Aircraft to be used or operated,  (i) in violation of any United  States  export
control  law,  (ii) in a manner  wherein the  predominant  use during any twelve
month  period is for a purpose  other than  transportation  for Lessee,  or in a
manner,  for any time period,  such that Lessor or a third party shall be deemed
to have  "operational  control" of the  Aircraft,  or (iii) for the  carriage of
persons  or  property  for  hire or the  transport  of mail or  contraband.  The
Aircraft  will,  at all times be operated by duly  qualified  pilots  holding at
least a valid airline  transport pilot certificate and instrument rating and any
other  certificate,  rating,  type  rating  or  endorsement  appropriate  to the
Aircraft purpose of flight,  condition of flight or as otherwise required by the
Federal  Aviation  Regulations  ("FAR").  The Aircrafts pilots shall be employed
and/or  paid and  contracted  for by Lessee,  shall  meet all  recency of flight
requirements  and shall meet the  requirements  established and specified by the
insurance  policies  required  under this Lease and the FAA. The primary  hangar
location  of the  Aircraft  shall be as  stated  in Annex B.  Lessee  shall  not
relocate the primary  hangar  location to a hangar  location  outside the United
States.  Lessor may examine and inspect the Aircraft,  wherever located, on land
and in flight, after giving Lessee reasonable prior notice.

         (d) AT ALL TIMES  DURING THE TERM OF THE LEASE,  THE  AIRCRAFT  WILL BE
LOCATED AND USED SOLELY WITHIN THE CONTINENT OF NORTH AMERICA AND THE CARIBBEAN.

                  (i) AT ALL TIMES DURING THE TERM OF THE LEASE,  LESSEE  AGREES
NOT TO OPERATE OR LOCATE THE  AIRCRAFT,  OR ALLOW THE AIRCRAFT TO BE OPERATED OR
LOCATED,  IN OR OVER ANY AREA OF  HOSTILITIES,  ANY GEOGRAPHIC AREA WHICH IS NOT
COVERED BY THE  INSURANCE  POLICIES  REQUIRED BY THIS  LEASE,  OR ANY COUNTRY OR
JURISDICTION   FOR  WHICH  EXPORTS  OR  TRANSACTIONS  ARE  SUBJECT  TO  SPECIFIC
RESTRICTIONS  UNDER ANY  UNITED  STATES  EXPORT  OR OTHER LAW OR UNITED  NATIONS
SECURITY COUNCIL DIRECTIVE,  INCLUDING WITHOUT LIMITATION,  THE TRADING WITH THE
ENEMY ACT,  50 U.S.C.  APP.  SECTIONS  1 ET SEQ.,  THE  INTERNATIONAL  EMERGENCY
ECONOMIC  POWERS  ACT,  50 U.S.C.  APP.  SECTIONS  1701 ET SEQ.,  AND THE EXPORT
ADMINISTRATION  ACT,  50  U.S.C.  APP.  SECTIONS  2401 ET SEQ.  OR TO  OTHERWISE
VIOLATE, OR PERMIT THE VIOLATION OF, SUCH LAWS OR DIRECTIVES. LESSEE ALSO AGREES
TO PROHIBIT ANY NATIONAL OF SUCH RESTRICTED NATIONS FROM OPERATING THE AIRCRAFT.

                  (ii) Lessee  represents  and warrants that it does not on this
date hold a contract or other  obligation  to operate the Aircraft in any of the
following countries:  Cuba, Iraq, Libya,  Myanmar,  North Korea, and the Federal
Republic of Yugoslavia (Serbia and Montenegro).

                  (iii) The  engines  set forth on Annex A shall be used only on
the airframe  described in Annex A and shall only be removed for  maintenance in
accordance with the provisions of this Lease.

         (e) Lessor shall not disturb  Lessees  quiet  enjoyment of the Aircraft
during the Term of this Lease  unless an Event of Default  has  occurred  and is
continuing under this Lease.

7.       MAINTENANCE:

         (a) Lessee  agrees that the Aircraft  will be  maintained in compliance
with any and all  statutes,  laws,  ordinances,  regulations  and  standards  or
directives  issued by any  governmental  agency  applicable  to the  maintenance
thereof,   in  compliance  with  any  airworthiness   certificate,   license  or
registration  relating to the Aircraft issued by any agency and in a manner that
does not modify or impair any  existing  warranties  on the Aircraft or any part
thereof.

         (b) Lessee shall maintain,  inspect, service, repair, overhaul and test
the Aircraft  (including  each engine) in  accordance  with (i) all  maintenance
manuals  initially  furnished  with  the  Aircraft,   including  any  subsequent
amendments or supplements to such manuals issued by the  manufacturer  from time
to time, (ii) all mandatory or otherwise  required "Service  Bulletins"  issued,
supplied, or available by or through the manufacturer and/or the manufacturer of
any  engine or part  with  respect  to the  Aircraft,  (iii)  all  airworthiness
directives  applicable to the Aircraft  issued by the FAA or similar  regulatory
agency  having  jurisdictional   authority,   and  causing  compliance  to  such
directives to be completed through corrective  modification in lieu of operating
manual restrictions,  and (iv) all maintenance requirements set forth in Annex G
hereto.  Lessee shall maintain all records, logs and other materials required by
the  manufacturer  for  enforcement  of  any  warranties  or  by  the  FAA.  All
maintenance  procedures  required  hereby shall be  undertaken  and completed in
accordance  with the  manufacturer's  recommended  procedures,  and by  properly
trained,   licensed,  and  certificated   maintenance  sources  and  maintenance
personnel,  so as to keep the  Aircraft  and each  engine  in as good  operating
condition  as when  delivered  to  Lessee  hereunder,  ordinary  wear  and  tear
excepted,  and so as to keep the Aircraft in such operating  condition as may be
necessary  to enable the  airworthiness  certification  of such  Aircraft  to be
maintained in good standing at all times under the FAA.

         (c)  Lessee  agrees,  at its own cost and  expense,  to (i)  cause  the
Aircraft and each engine thereon to be kept numbered with the  identification in
serial number therefor as specified in Annex A; (ii) prominently  display on the
Aircraft that N number, and only that N number,  specified in Annex A, and (iii)
notify  Lessor in  writing  thirty  (30) days  prior to making any change in the
configuration  (other  than  changes  in  configuration  mandated  by the  FAA),
appearance  and  coloring  of the  Aircraft  from that in effect at the time the
Aircraft  is accepted  by Lessee  hereunder,  and in the event of such change or
modification of configuration,  coloring or appearance, to restore, upon request
of Lessor, the Aircraft to the  configuration,  coloring or appearance in effect
on the Commencement Date or, at Lessor's option to pay to Lessor an amount equal
to the reasonable cost of such  restoration.  Lessee will not place the Aircraft
in  operation  or  exercise  any  control or  dominion  over the same until such
Aircraft marking has been placed thereon.  Lessee will replace promptly any such
Aircraft marking which may be removed, defaced or destroyed.

         (d) Lessee shall be entitled  from time to time during the Term of this
Lease to acquire and install on the Aircraft at Lessee's expense, any additional
accessory, device or equipment as Lessee may desire (each such accessory, device
or equipment an "Addition"),  but only so long as such Addition (i) is ancillary
to the  Aircraft;  (ii) is not required to render the Aircraft  complete for its
intended use by Lessee;  (iii) does not alter or impair the originally  intended
function or use of the Aircraft; and (iv) can be readily removed without causing
material damage.  Title to each Addition which is not removed by Lessee prior to
the return of the  Aircraft  to Lessor  shall vest in Lessor  upon such  return.
Lessee shall repair all damage to the Aircraft  resulting from the  installation
or removal of any Addition so as to restore the Aircraft to its condition  prior
to installation, ordinary wear and tear excepted.

         (e) Any alteration or modification  (each an "Alteration") with respect
to the  Aircraft  that may at any time during the Term of this Lease be required
to comply with any applicable law or any  governmental  rule or regulation shall
be made at the  expense  of  Lessee.  Any  repair  made by Lessee of or upon the
Aircraft or  replacement  parts,  including any  replacement  engine,  installed
thereon  in  the  course  of  repairing  or  maintaining  the  Aircraft,  or any
Alteration  required by law or any  governmental  rule or  regulation,  shall be
deemed an  accession,  and tide thereto  shall be  immediately  vested in Lessor
without cost or expense to Lessor.
         (f) Except as  permitted  under this  Section 7, Lessee will not modify
the Aircraft or affix or remove any accessory to the Aircraft leased hereunder.

         (g) If the  Aircraft  is to be operated at any time under Part 135 with
the prior written  consent of Lessor,  then the Aircraft shall be maintained and
operated in accordance with the applicable Part 135 standards.

8.       LIENS, SUBLEASE AND ASSIGNMENT:

         (a) LESSEE SHALL NOT SELL,  TRANSFER,  ASSIGN OR ENCUMBER THE AIRCRAFT,
ANY ENGINE OR ANY PART THEREOF,  LESSOR'S  TITLE OR ITS RIGHTS UNDER THIS LEASE.
LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR,  SUBLET,  CHARTER
OR PART WITH  POSSESSION  OF THE AIRCRAFT OR ANY ENGINE OR PART THEREOF OR ENTER
INTO ANY INTERCHANGE AGREEMENT. Lessee shall not permit any engine to be used on
any other  Aircraft.  Lessee  shall keep the  Aircraft  each engine and any part
thereof  free and clear of all liens and  encumbrances  other than  those  which
result from (i) the respective  rights of Lessor and Lessee as herein  provided,
(ii) liens  arising from the acts of Lessor;  (iii) liens for taxes not yet due;
and (iv) inchoate materialmen's.  mechanics', workmen's, repairmens', employees'
or other like liens  arising in the  ordinary  course of  business of Lessee for
sums not yet delinquent or being contested in good faith (and for the payment of
which adequate assurances in Lessor's judgment have been provided Lessor).

         (b) Lessor and any  assignee of Lessor may assign  this  Lease,  or any
part hereof and/or the  Aircraft,  Lessee hereby waives and agrees not to assert
against  any  such  assignee,  or  assignee's  assigns,  any  defense,   set-off
recoupment  claim or  counterclaim  which  Lessee  has or may at any  time  have
against Lessor for any reason whatsoever.

9. LOSS, DAMAGE AND STIPULATED LOSS VALUE:  Lessee hereby assumes and shall bear
the entire risk of any loss, theft,  confiscation,  expropriation,  requisition,
damage to, or  destruction  of, the Aircraft any engine or part thereof from any
cause whatsoever.  If for any reason the Aircraft, or any engine thereto becomes
worn out, lost, stolen,  confiscated,  expropriated,  requisitioned,  destroyed,
irreparably damaged, or unusable ("Casualty  Occurrences") Lessee shall promptly
and fully  notify  Lessor in writing.  If, in the opinion of Lessor,  a Casualty
Occurrence has occurred  which affects only the engine(s) of the Aircraft,  then
Lessee,  at its own cost and  expense,  shall  replace  such  engine(s)  with an
engine(s)  acceptable  to Lessor and shall cause title to such  engine(s)  to be
transferred  to Lessor for lease to Lessee  under this Lease.  Upon  transfer of
title to Lessor of such engine(s),  such engine(s) shall be subject to the terms
and  conditions of this Lease,  and Lessee shall execute  whatever  documents or
filings  Lessor  deems   necessary  and   appropriate  in  connection  with  the
substitution of such replacement  engine(s) for the original  engine(s).  If, in
the opinion of Lessor,  a Casualty  Occurrence  has occurred with respect to the
Aircraft  in its  entirety,  on the next  Rent  Payment  Date  after a  Casualty
Occurrence  (the  "Payment  Date"),  Lessee  shall pay Lessor the sum of (i) the
Stipulated  Loss Value as set forth in Annex F calculated as of the Rent Payment
Date  prior to such  Casualty  Occurrence;  and (ii) all Rent and other  amounts
which are due under this Lease as of the Payment Date.  Upon payment of all sums
due hereunder, the Term of this Lease as to the Aircraft shall terminate.

10.  INSURANCE:  Lessee  shall  secure and maintain in effect at its own expense
throughout  the Term of the Lease  insurance  against  such hazards and for such
risks as  Lessor  may  require.  All  such  insurance  shall  be with  companies
satisfactory to Lessor. Without limiting the generality of the foregoing, Lessee
shall maintain (i) liability  insurance  covering public liability and property,
cargo and environmental damage, in amounts not less than fifty (50) million U.S.
dollars  for any  single  occurrence,  (ii)  all-risk  aircraft  hull and engine
insurance (including, without limitation, foreign object damage insurance) in an
amount  which  is not less  than  the then  Stipulated  Loss  Value,  and  (iii)
confiscation,  expropriation  and war risk insurance.  All insurance  shall: (1)
name Lessor as owner of the  Aircraft and as loss payee and  additional  insured
(without  responsibility  for premiums),  (2) provide that any  cancellation  or
substantial  change in  coverage  shall not be  effective  as to the  Lessor for
thirty (30) days after  receipt by Lessor of written  notice from the insurer of
such  cancellation  or change,  (3) insure Lessor's  interest  regardless of any
breach  of  warranty  or  other  act  or  omission  of  Lessee,  (4)  include  a
severability of interest clause  providing that such policy shall operate in the
same manner as if them were a separate policy  covering each insured,  (5) waive
any right of set-off  against  Lessee or Lessor,  and any rights of  subrogation
against Lessor, and (6) be primary and not be subject to any offset by any other
insurance carried by Lessor or Lessee. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact  to make proof of loss and claim for and to receive  payment of
and to execute or endorse all documents, checks or drafts in connection with all
policies  of  insurance  in respect  of the  Aircraft.  Lessor  shall not act as
Lessee's  attorney-in-fact  unless  Lessee is in default.  Lessee  shall pay any
reasonable  expenses of Lessor in adjusting or  collecting  insurance  proceeds.
Lessor may, at its option, apply proceeds of insurance,  in whole or in part, to
(A) repair the Aircraft,  or repair or replace any part thereof,  or (B) satisfy
any obligation of Lessee to Lessor under this Lease.

11.      RETURN OF AIRCRAFT:

         (a) At expiration  or  termination  of this Lease (the "Return  Date"),
Lessee shall return the Aircraft to Lessor, at a location within the continental
United States as Lessor shall direct.  Lessee shall also return all logs,  loose
equipment,  manuals and data  associated  with the Aircraft,  including  without
limitation,  inspection,  modification  and  overhaul  records  required  to  be
maintained with respect to the Aircraft under this Lease or under the applicable
rules and regulations of the FAA or the manufacturer's  recommended  maintenance
program, along with a currently effective FAA airworthiness certificate.  Lessee
shall,  upon  request,  assign to Lessor  its  rights  under any  manufacturer's
maintenance service contract or extended warranty for the Aircraft any engine or
part  thereof.  The  Aircraft  shall be returned in the  condition  in which the
Aircraft is required to be maintained  pursuant to Section 7, but with all logos
or other identifying marks of Lessee removed. Additionally,  Lessee shall ensure
that the Aircraft  complies with all  requirements  and  conditions set forth on
Annex G hereto.
Lessee shall pay for all costs to comply with this Section 11(a).

         (b) Lessor  shall  arrange for the  inspection  of the  Aircraft on the
Return Date to determine if the  Aircraft  has been  maintained  and returned in
accordance  with the Provisions of this Lease.  Lessee shall be responsible  for
the cost of such  inspection and shall pay Lessor such amount as additional Rent
within ten (10) days of demand. If the results of such inspection  indicate that
the Aircraft,  any engine  thereto or part thereof,  has not been  maintained or
returned in accordance  with the  provisions of this Lease,  Lessee shall pay to
Lessor within ten (10) days of demand, as liquidated damages, the estimated cost
("Estimated  Cost") of servicing or repairing the Aircraft,  engine or part. The
Estimated  Cost shall be  determined  by Lessor by obtaining two quotes for such
service or repair work and taking their average.  Lessee shall bear the cost, if
any, incurred by Lessor in obtaining such quotes.

         (c) If Lessee fails to return the  Aircraft on the Return Date,  Lessor
shall  be  entitled  to  damages  equal  to the  higher  of (i) the Rent for the
Aircraft,  pro-rated on a per diem basis,  for each day the Aircraft is retained
beyond the Return Date; or (ii) the daily fair market rental for the Aircraft at
the Return  Date.  Such damages for  retention of the Aircraft  after the Return
Date shall not be interpreted as an extension or reinstatement of the Term.

         (d) All of Lessor's rights  contained in this Section shall survive the
expiration or other termination of this Lease.

12.      EVENT'S OF DEFAULT AND REMEDIES:

         (a) The term "Event of Default",  wherever used herein,  shall mean any
of the following  events under this Lease: (i) Lessee breaches its obligation to
pay Rent or any other sum when due and fails to cure the breach  within ten (10)
days; or (ii) Lessee breaches any of its insurance obligations under Section 10;
or (iii)  Lessee  breaches any of its other  obligations  and fails to cure that
breach within thirty (30) days after  written  notice from Lessor to Lessee;  or
(iv) any representation or warranty made by Lessee in connection with this Lease
shall be false or  misleading  in any  material  respect;  or (v)  Lessee or any
guarantor or other obligor for any of the  obligations  hereunder  (collectively
"Guarantor")  becomes insolvent or ceases to do business as a going concern;  or
(vi) a  petition  is filed by or  against  Lessee  or any  Guarantor  under  any
bankruptcy,  insolvency  or  similar  laws and in the  event  of an  involuntary
petition,  the  petition is not  dismissed  within  forty-five  (45) days of the
filing date; or (vii) if Lessee or any Guarantor is a natural person,  any death
or incompetency of Lessee or such Guarantor;  or (viii) Lessee breaches or is in
default under any other agreement by and between Lessor and Lessee.

         (b) Upon the occurrence of any Event of Default and so long as the same
shall be continuing, Lessor may, at its option, at any time thereafter, exercise
one or more of the following  remedies,  as Lessor in its sole discretion  shall
lawfully elect:  (i) demand that Lessee  immediately pay as liquidated  damages,
for loss of a bargain and not as a penalty,  an amount  equal to the  Stipulated
Loss  Value of the  Aircraft,  computed  as of the Basic Term Rent Date prior to
such  demand  together  with all Rent and other  amounts due and payable for all
periods up to and including the Basic Term Rent Date following such demand; (ii)
demand  that  Lessee pay all  amounts  due for failure to maintain or return the
Aircraft as provided herein and cause Lessee to assign to Lessor Lessee's rights
under any  manufacturer's  service  program  contract or any  extended  warranty
contract in force for the Aircraft;  (iii) proceed by appropriate  court action,
either  at law or in  equity,  to  enforce  the  performance  by  Lessee  of the
applicable covenants of this Lease or to recover damages for breach hereof, (iv)
by notice in writing terminate this Lease, whereupon all rights of Lessee to use
of the Aircraft or any part thereof shall  absolutely  cease and terminate,  and
Lessee shall immediately return the Aircraft in accordance with Section I 1, but
Lessee  shall  remain  liable as provided  in Section 11; (v) request  Lessee to
return the Aircraft to a designated location in accordance with Section 11; (vi)
peacefully  enter the premises where the Aircraft may be and take  possession of
the  Aircraft;  (vii) sell or  otherwise  dispose of the  Aircraft at private or
public sale, in bulk or in parcels,  with or without notice,  and without having
the Aircraft present at the place of sale; (viii) lease or keep idle all or part
of the Aircraft; (ix) use Lessee's premises for storage pending lease or sale or
for holding a sale without  liability for rent or costs; (x) collect from Lessee
all  costs,   charges  and  expenses,   including   reasonable  legal  fees  and
disbursements,  incurred by Lessor by reason of the  occurrence  of any Event of
Default or the exercise of Lessor's  remedies with respect thereto;  and/or (xi)
declare any Event of Default under the terms of this Lease to be a default under
any other agreement between Lessor and Lessee.

         (c) Lessor shall have the right to any proceeds of sale, lease or other
disposition  of the Aircraft,  if any, and shall have the right to apply same in
the following order of priorities: (1) to pay all of Lessor's costs, charges and
expenses  incurred  in  enforcing  its  rights  under  this  Lease or in taking,
removing,  holding,  repairing,  selling,  leasing or otherwise disposing of the
Aircraft;  then, (ii) to the extent not previously paid by Lessee, to pay Lessor
all sums due from Lessee under this Lease; then (iii) to reimburse to Lessee any
sums previously paid by Lessee as liquidated damages; and (iv) any surplus shall
be  retained  by  Lessor.  Lessee  shall  pay any  deficiency  in (i)  and  (ii)
immediately.

         (d) The foregoing  remedies are cumulative,  and any or all thereof may
be exercised  instead of or in addition to each other or any remedies at law, in
equity, or under statute Waiver of any Event of Default shall not be a waiver of
any other or subsequent Event of Default.

13.      NET LEASE:

         Lessee is  unconditionally  obligated to pay all rent and other amounts
due for the  entire  Term of this  Lease no  matter  what  happens,  even if the
Aircraft is damaged or destroyed,  if it is defective or if Lessee no longer can
use it.  Lessee  is not  entitled  to reduce or  set-off  against  rent or other
amounts due to Lessor or to anyone to whom  Lessor  assigns  this Lease  whether
Lessee's  claim  arises out of this Lease,  any  statement  by Lessor,  Lessor's
liability  or any  manufacturers  liability,  strict  liability,  negligence  or
otherwise.

14.      INDEMNIFICATION:

         (a) Lessee hereby agrees to indemnify  Lessor,  its agents,  employees,
successors  and  assigns  (on an after tax basis)  from and  against any and all
losses, damages, penalties, injuries, claims, actions and suits, including legal
expenses,  of  whatsoever  kind and nature  arising  out of or  relating  to the
Aircraft or this Lease,  except to the extent the  losses,  damages,  penalties,
injuries,  claims,  actions,  suits  or  expenses  result  from  Lessor's  gross
negligence or willful misconduct  ("Claims").  This indemnity shall include, but
is not limited to, Lessor's  strict  liability in tort and Claims arising out of
(i) the selection,  manufacture,  purchase, acceptance or rejection of Aircraft,
the ownership of the Aircraft  during the term of this Lease,  and the delivery,
lease,  possession,  maintenance,  uses,  condition,  return or operation of the
Aircraft (including,  without limitation,  latent and other defects,  whether or
not  discoverable  by Lessor or Lessee and any claim for  patent,  trademark  or
copyright  infringement  or  environmental  damage) or (ii) the condition of the
Aircraft sold or disposed of after use by Lessee,  any sublessee or employees of
Lessee. Lessee shall, upon request,  defend any actions based on, or arising out
of, any of the foregoing.

         (b) Lessee hereby  represents,  warrants and covenants  that (i) on the
Commencement  Date,  the Aircraft will qualify for all of the items of deduction
and credit  specified in Annex B ("Tax  Benefits")  in the hands of Lessor,  and
(ii) at no time  during the Term of this Lease will Lessee take or omit to take,
nor will it permit any sublessee or assignee to take or omit to take, any action
(whether or not such act or omission is otherwise permitted by Lessor or by this
Lease),  which will  result in the  disqualification  of the  Aircraft  for,  or
recapture of, all or any portion of such Tax Benefits.
         (c) If as a  result  of a breach  of any  representation,  warranty  or
covenant of the Lessee  contained  in this Lease (i) tax counsel of Lessor shall
determine  that Lessor is not entitled to claim on its Federal income tax return
all or any portion of the Tax Benefits with respect to the Aircraft, or (ii) any
Tax Benefit  claimed on the Federal income tax return of Lessor is disallowed or
adjusted  by  the  Internal  Revenue  Service,  or  (iii)  any  Tax  Benefit  is
recalculated  or  recaptured  (any  determination,   disallowance,   adjustment,
recalculation or recapture being a "Loss"),  then Lessee shall pay to Lessor, as
an indemnity  and as  additional  rent an amount that shall,  in the  reasonable
opinion of Lessor,  cause Lessor's  after-tax  economic yields and cash flows to
equal the Net  Economic  Return that would have been  realized by Lessor if such
Loss had not occurred. Such amount shall be payable upon demand accompanied by a
statement  describing in reasonable detail such Loss and the computation of such
amount.  The  economic  yields  and cash  flows  shall be  computed  on the same
assumptions, including tax rates as were used by Lessor in originally evaluating
the transaction  ("Net Economic  Return").  If an adjustment has been made under
Section 3 then the Effective Rate used in the next preceding adjustment shall be
substituted.

         (d) All  references to Lessor in this Section 14 include Lessor and the
consolidated taxpayer group of which Lessor is a member. All of Lessor's rights,
privileges  and  indemnities  contained  in this  Section 14 shall  survive  the
expiration  or other  termination  of this  Lease.  The rights,  privileges  and
indemnities contained herein are expressly made for the benefit of, and shall be
enforceable by Lessor, its successors and assigns.

15. DISCLAIMER:

        LESSEE  ACKNOWLEDGES  THAT IT HAS  SELECTED  THE  AIRCRAFT  WITHOUT  ANY
ASSISTANCE  FROM LESSOR,  ITS AGENTS OR EMPLOYEES AND THAT LESSOR IS LEASING THE
AIRCRAFT IN AN "AS IS" CONDITION.  LESSOR DOES NOT MAKE, HAS NOT MADE, NOR SHALL
BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR  REPRESENTATION,  EITHER EXPRESS
OR IMPLIED,  WRITTEN OR ORAL,  WITH  RESPECT TO THE  AIRCRAFT  LEASED UNDER THIS
LEASE OR ANY COMPONENT  THEREOF,  OR ANY ENGINE  INSTALLED  THEREON,  INCLUDING,
WITHOUT  LIMITATION,  ANY  WARRANTY  AS  TO  CONDITION,  AIRWORTHINESS,  DESIGN,
COMPLIANCE   WITH   SPECIFICATIONS,   QUALITY  OF  MATERIALS   OR   WORKMANSHIP,
MERCHANTABILITY,  FITNESS FOR ANY PURPOSE,  USE OR  OPERATION,  SAFETY,  PATENT,
TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor
and Lessee,  are to be borne by Lessee.  Without limiting the foregoing,  Lessor
shall have no  responsibility  or  liability  to Lessee or any other person with
respect to any of the  following:  (i) any  liability,  loss or damage caused or
alleged to be caused  directly or  indirectly by the  Aircraft,  any  inadequacy
thereof, any deficiency or defect (latent or otherwise) of the Aircraft,  or any
other  circumstance in connection with the Aircraft;  (ii) the use, operation or
performance of the Aircraft or any risks relating to it; (iii) any  interruption
of service, loss of business or anticipated profits or consequential damages; or
(iv) the delivery,  operation,  servicing,  maintenance,  repair, improvement or
replacement  of the Aircraft.  If, and so long as, no default  exists under this
Lease,  Lessee shall be, and hereby is, authorized during the Term of this Lease
to assert and enforce, at Lessee's sole cost and expense, in the name of and for
the account of lessor and/or  Lessee,  as their  interests may appear,  whatever
claims and rights Lessor may have against any Supplier of the Aircraft.

16.      REPRESENTATIONS AND WARRANTIES OF LESSEE:

         Lessee  hereby  represents  and  warrants to Lessor that on the date of
this Lease and at all times during the Term of this Lease:

         (a) Lessee has adequate  power and capacity to enter into,  and perform
under, this Lease and all related documents  (together,  the "Documents") and is
duly  qualified  to do  business  wherever  necessary  to carry  on its  present
business and operations,  including the jurisdiction(s) where the Aircraft is or
is to have its primary hangar location.

         (b) The Documents have been duly authorized,  executed and delivered by
Lessee and  constitute  valid,  legal and  binding  agreements,  enforceable  in
accordance  with their  terms,  except to the  extent  that the  enforcement  of
remedies may be limited under applicable bankruptcy and insolvency laws.

         (c) No approval,  consent or withholding of objections is required from
any  governmental  authority  or  entity  with  aspect  to  the  entry  into  or
performance  by  Lessee  of the  Documents  except  such  as have  already  been
obtained.

         (d) The entry into and Performance by Lessee of the Documents will not:
(i) violate any judgment,  order, law or regulation  applicable to Lessee or any
provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in
any breach of, constitute a default under or result in the creation of any lien,
charge, security interest or other encumbrance upon any Aircraft pursuant to any
indenture,  mortgage,  deed of trust,  bank loan or  credit  agreement  or other
instrument (other than this Lease) to which Lessee is a party.

         (e) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Lessee,  which will have a material  adverse  effect on the ability of Lessee to
fulfill its obligations under this Lease.

         (f) Each financial  statement  delivered to Lessor has been prepared in
accordance with generally accepted accounting  principles  consistently applied,
and since the date of the most  recent  financial  statement,  there has been no
material adverse change.

         (g)  Lessee is and will be at all times  validly  existing  and in good
standing  under the laws of the  State of its  incorporation  (specified  in the
first  sentence of this Lease) and Lessee is and will  continue to be a "Citizen
of the United States" within the meaning of Section 40102(15) of the FAA. Lessee
shall not consolidate,  reorganize or merge with any other corporation or entity
or sell,  convey,  transfer or lease all or  substantially  all of its  property
during the Term of this Lease.

         (h) The chief executive office or chief place of business (as either of
such terms is used in  Article 9 of the  Uniform  Commercial  Code) of Lessee is
located at the address set forth above,  and Lessee  agrees to give Lessor prior
written notice of any relocation of said chief  executive  office or chief place
of business from its present location.

         (i) A copy of this  Lease,  and a current and valid AC Form 8050-1 will
be kept on the Aircraft at all times during the Term of this Lease.

         (j) Lessee has selected the Aircraft  manufacturer  and vendor thereof,
and all maintenance facilities required hereby.

         (k) Lessee shall  maintain all logs,  books and records  (including any
computerized  maintenance  records)  pertaining  to the Aircraft and engines and
their maintenance during the Term in accordance with FAA rules and regulations.

         (l) Lessee shall not operate the Aircraft under Part 135 of the Federal
Aviation Regulations without the prior written approval of Lessor.

         (m) Lessee shall notify the local Flight  Standards  District Office of
the FAA  forty-eight  (48) hours prior to the first flight of the Aircraft under
this Lease.

         (n) Throughout  the Term of this Lease,  Lessee will not use or operate
and will not permit the Aircraft to be used or operated  "predominately" outside
the United States as that phrase is used in Section 168(g)(1)(A) of the Code.

17.      EARLY TERMINATION:

         (a) On or after  the First  Termination  Date  (specified  in Annex B),
Lessee may, so long as no default exists under this Lease,  terminate this Lease
as of a Rent Payment Date ("Termination Date"). Lessee must give Lessor at least
ninety (90) days prior written notice of the termination.

         (b) Lessee shall, and Lessor may, solicit cash bids for the Aircraft on
an AS IS, WHERE IS basis without recourse to or warranty from Lessor, express or
implied  ("AS IS BASIS").  Prior to the  Termination  Date,  Lessee  shall,  (i)
certify to Lessor any bids received by Lessee;  and (ii) pay to Lessor,  (a) the
Termination Value (calculated as of the Termination Date) for the Aircraft;  and
(b) all Rent and other sums due and unpaid as of the Termination  Date.  Neither
Lessee nor its agents shall be permitted to bid.

         (c) If all  amounts  due  hereunder  have been paid on the  Termination
Date,  Lessor  shall  (i) sell the  Aircraft  on an AS IS BASIS  for cash to the
highest  bidder;  and (ii) refund the  proceeds of such sale (net of any related
expenses) to Lessee up to the amount of the Termination Value paid by Lessee. If
such sale is not consummated, no termination shall occur and Lessor shall refund
the Termination Value (less any expenses incurred by Lessor) to Lessee.

         (d) Notwithstanding the foregoing,  Lessor may elect by written notice,
at any time prior to the  Termination  Date,  not to sell the Aircraft.  In that
event,  on the  Termination  Date  Lessee  shall:  (i) return the  Aircraft  (in
accordance  with Section 11); and (ii) pay to Lessor all amounts  required under
Section 17(b) less the amount of the highest bid certified by Lessee to Lessor.

18.      EARLY PURCHASE OPTION:

         (a) On the Early  Purchase  Option Date  (specified in Annex B), Lessee
may, so long as no default exists  hereunder and this Lease has not been earlier
terminated,  purchase the Aircraft on an AS IS BASIS for cash equal to the Early
Purchase Option Price  (specified on Annex B), plus all applicable  sales taxes.
Lessee must give Lessor at least thirty (30) days, but not more then ninety (90)
days,  prior written  notice of the  purchase.  Lessor and Lessee agree that the
Option Price is a reasonable  prediction  of the price that a willing buyer (who
is neither a lessee in possession  or a used aircraft  dealer) would pay for the
Aircraft on the Early Purchase Option Date in an  arm's-length  transaction to a
willing seller under no compulsion to sell.

         (b) If Lessee has elected to purchase the  Aircraft,  then on the Early
Purchase  Option Date Lessee shall pay to Lessor the Early Purchase Option Price
(plus all applicable  sales taxes) together with any rent and other sums due and
unpaid on the Early Purchase Option Date.

19.      END OF LEASE PURCHASE OPTION:

         (a) On the Expiration  Date (specified in Annex B), Lessee may, so long
as no default exists  hereunder and this Lease has not been earlier  terminated,
purchase  the  Aircraft on an AS IS BASIS for cash equal to its then Fair Market
Value (plus all applicable sales taxes). Lessee must give Lessor at least ninety
(90) days, but not more than one hundred eighty (180) days, prior written notice
of its intent to purchase.

         (b) "Fair Market Value" shall mean the price which a willing buyer (who
is neither a lessee in possession nor a used equipment dealer) would pay for the
Aircraft in an arm's-length  transaction to a willing seller under no compulsion
to sell. In determining the Fair Market Value; (i) the Aircraft shall be assumed
to be in the  condition  in which it is required to be  maintained  and returned
under this Lease,  (ii) any installed  additions to the Aircraft shall be valued
on an  installed  basis;  and (iii)  costs of removal of the  Aircraft  from the
current  location  shall not be a deduction  from the value of the Aircraft.  If
Lessor and Lessee are unable to agree on the Fair  Market  Value at least  sixty
(60) days before Lease expiration, Lessor shall appoint an independent appraiser
(reasonably   acceptable  to  Lessee)  to  determine  Fair  Market  Value.   The
independent  appraisers  determination  shall be final,  binding and conclusive.
Lessee shall bear all costs associated with any such appraisal.

         (c) Lessee shall be deemed to have waived this  purchase  option unless
it provides Lessor with written notice of its  irrevocable  election to exercise
the  option  within  fifteen  (15) days after the Fair  Market  Value is told to
Lessee.

20.     MISCELLANEOUS:

         (a) LESSEE AND LESSOR  HEREBY  UNCONDITIONALLY  WAIVE THEIR RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS
LEASE,  ANY OF THE RELATED  DOCUMENTS,  ANY DEALINGS  BETWEEN  LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED  TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE.  THIS WAIVER MAY NOT
BE  MODIFIED  EITHER  ORALLY OR IN  WRITING,  AND THE WAIVER  SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE, ANY
RELATED  DOCUMENTS,  OR TO ANY OTHER  DOCUMENTS OR  AGREEMENTS  RELATING TO THIS
TRANSACTION  OR ANY  RELATED  TRANSACTION.  THIS LEASE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

         (b) The Aircraft shall remain Lessor's property unless Lessee purchases
the Aircraft  from Lessor,  and until such time Lessee shall only have the right
to use the Aircraft as a lessee.  Any  cancellation  or termination by Lessor of
this Lease,  pursuant to the provisions of this Lease,  shall not release Lessee
from any then outstanding obligations to Lessor hereunder.

         (c) Time is of the essence of this Lease.  Lessee agrees, upon Lessor's
request, to execute any instrument necessary or expedient for filing,  recording
or perfecting the interest of Lessor. All notices required to be given hereunder
shall be deemed  adequately  given if delivered in hand or sent by registered or
certified mail to the addressee at its address  stated herein,  or at such other
place as such  addressee  may have  designated  in  writing.  This Lease and any
Annexes hereto  constitute  the entire  agreement of the parties with respect to
the subject matter hereof,  and all Annexes  referenced  herein are incorporated
herein by reference. NO VARIATION OR MODIFICATION OF THIS LEASE OR ANY WAIVER OF
ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND SIGNED
BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY TO THIS LEASE.

         (d) If Lessee does not comply  with any  provision  of this  Agreement,
Lessor  shall  have the  right,  but shall  not be  obligated,  to  effect  such
compliance,  in whole or in part. All reasonable  amounts spent and  obligations
incurred or assumed by Lessor in  effecting  such  compliance  shall  constitute
additional Rent due to Lessor.  Lessee shall pay the additional Rent within five
days after the date Lessor sends notice to Lessee  requesting  payment.  Lessors
effecting such compliance shall not be a waiver of any Event of Default.

         (e) Any Rent or other  amount  not paid to Lessor  when due shall  bear
interest from the due date until paid,  at the lesser of eighteen  percent (18%)
per annum or the maximum rate allowed by law. Any provisions in this Lease which
are in  conflict  with any  statute,  law or  applicable  rule  shall be  deemed
omitted, modified or altered to conform thereto.

         (f) THIS LEASE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL IN ALL  RESPECTS BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE
INTERNAL  LAWS OF THE STATE OF  CONNECTICUT  (WITHOUT  REGARD TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION,  VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE AIRCRAFT.

21. TRUTH-IN-LEASING:

         (a) LESSEE HAS REVIEWED THE AIRCRAFT'S  MAINTENANCE  AND OPERATING LOGS
SINCE  ITS  DATE OF  MANUFACTURE  AND HAS  FOUND  THAT  THE  AIRCRAFT  HAS  BEEN
MAINTAINED  AND  INSPECTED  UNDER PART 91 OF THE FEDERAL  AVIATION  REGULATIONS.
LESSEE  CERTIFIES  THAT THE  AIRCRAFT  PRESENTLY  COMPLIES  WITH THE  APPLICABLE
MAINTENANCE  AND  INSPECTION  REQUIREMENTS  OF PART 91 OF THE  FEDERAL  AVIATION
REGULATIONS.

         (b) LESSEE  CERTIFIES THAT LESSEE,  AND NOT LESSOR,  IS RESPONSIBLE FOR
OPERATIONAL  CONTROL OF THE  AIRCRAFT  UNDER THIS LEASE  DURING THE TERM HEREOF.
LESSEE  FURTHER  CERTIFIES  THAT  LESSEE   UNDERSTANDS  ITS  RESPONSIBILITY  FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

         (c) LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED
UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED
UNDER THIS LEASE.  LESSEE  UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON
OPERATIONAL  CONTROL AND PERTINENT FEDERAL AVIATION  REGULATIONS CAN BE OBTAINED
FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT
OFFICE, OR AIR CARRIER DISTRICT OFFICE.
         IN WITNESS  WHEREOF,  Lessee and Lessor  have  caused  this Lease to be
executed  by their duly  authorized  representatives  as of the date first above
written.

LESSOR:                                     LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION        SMART CHOICE AUTOMOTIVE GROUP, INC.

By:  /s/ Allen Brown                        By: /s/ Joseph E. Mohr
------------------------------------        ------------------------------
Allen Brown                                 Joseph E. Mohr
Regional Risk Manager                       Executive Vice President/Chief
                                            Financial Officer

<PAGE>


                                     ANNEX A
          DESCRIPTION OF AIRCRAFT, LESSOR'S COST, AND AIRCRAFT MARKINGS

I.       Description                                  Cost:  $2,160,000.00

RAYTHEON AIRCRAFT CO., Model C90A Aircraft which consists of the 
following components:

(a) Airframe bearing FAA Registration Mark N1107W and Manufacturer's
Serial No. LJ1477;

(b) two, (2) Pratt & Whitney PT6A-42 engines bearing  Manufacturer's Serial Nos.
Left-PCE-PE-0067  and  Right-PCE-PE-0071  respectively (each of which has 750 or
more rated takeoff horsepower or the equivalent of such horsepower);

(c) two, (2) McCauley,  4HFR34C768-C  propellers bearing,  respectively bearing,
Manufacturer's  Serial Nos.  Left-970225 and  Right-970575,  each being rated as
follows: __________________________

(d) Standard  accessories and optional  equipment and such other items fitted or
installed on the Aircraft and set forth hereinafter:

MORE FULLY DESCRIBED ON EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.

(e) Those items of Lessee  Furnished  Equipment  described  in a bill of sale or
bills of sale thereof (copies of which arc appended hereto), delivered by Lessee
to Lessor which  constitute  appliances and equipment which will be installed on
the Aircraft;

(f) Sales Tax                                          .00

(g) Other                                              .00

Aircraft more fully described on Exhibit A to Aircraft Least attached hereto and
made a part hereof

                     Capitalized Lessor's Cost $2,160,000.00

II.      Aircraft Markings (referenced in the MAINTENANCE Section of Lease)

a)  Four-by-six  inch  plaque  to  be  maintained  in  cockpit  and  affixed  in
conspicuous  position  stating:  General Electric Capital  Corporation Owner and
Lessor.  Smart Choice  Automotive Group, Inc. Lessee under a certain Lease dated
as of _______________ has operational control of this Aircraft.

b) Similar markings shall be permanently affixed to each engine.

Initials:

Lessee:__________________________           Lessor:__________________________

<PAGE>



                                     ANNEX B
                         DATED THIS ____________________
                           TO AIRCRAFT LEASE AGREEMENT
                         DATED AS OF ___________________

Lessor & Mailing Address:                   Leesee & Mailing Address:

General Electric Capital Corporation        Smart Choice Automotive Group, Inc.
1000 Windward Concourse, Suite 403          5200  S. Washington Avenue
P.O. Box 3300                               Titusville, FL  32780
Alpharetta, GA 30023-3300

Capitalized terms not defined herein shall have the meanings assigned to them in
the Aircraft Lease Agreement identified above.

A.       AIRCRAFT.

         Pursuant to the terms of the Lease,  Lessor agrees to acquire and lease
         to Lessee the Aircraft described on Annex A to the Lease.

B.       FINANCIAL TERMS.

  1.    Advance Rent (if any):                (a) Amount:  $   Not Applicable.
                                              (b)  Due Date:  Not Applicable.
  2.    Capitalized Lessor's Cost:            $2,160,000.00.
  3.    Basic Term Commencement Date:         December 1, 1998.
  4.    Basic Term:                           120 months.
  5.    First Basic Term Rent Date:           December 1, 1998.
  6.    Basic Term Rent Dates:                December 1, 1998.
  7.    First Termination Date:               (36) months after the 
                                              Basic Term Commencement Date.
  8.    Last Basic Term Rent Dates            November 30, 2008.
  9.    Last Delivery Date:                   November 30, 1998.
  10.  Primary Hangar Location:               Discovery Aviation, 
                                              7300 Challenger Ave., 
                                              Titusville, FL 32780.
  11.  Supplier:                              Raytheon Aircraft Company.
  12.  Lessee Federal Tax ID No.:             59-1469577.
  13.  Early Purchase Option:                 Option Date:   N /A.
                                              Option Price:  $ N/A.
  14.   Expiration Date:                      November 30, 2008.
  15.   Daily Lease Rate Factor:              .000324.
  16.   Basic Term Lease Rate Factor:
                                              Factor Rental No.

                                                     0.972222 36
                                                     0.679569 94
C.       TAX BENEFITS.
         Depreciation Deductions:

         a.   Depreciation  Method: 200% declining balance method,  switching to
              straight  line method for the 1st taxable year for which using the
              straight line method with respect to the adjusted  basis as of the
              beginning of such year will yield a larger allowance.
         b.   Recovery Period:   Five (5).
         c.   Basis: 100% of Capitalized Lessor's Cost.

D.      TERM AND RENT.

         1. Interim Rent.  For the period from and  including  the  Commencement
Date to the Basic Term Commencement Date ("Interim Period"), Lessee shall pay as
Rent ("Interim Rent") for each unit of Aircraft,  the product of the Daily Lease
Rate Factor times the Capitalized  Lessees Cost of such unit times the number of
days in the Interim Period. Interim Rent shall be due on November 30, 1998.

         2. Basic Term Rent.  Commencing on December 1, 1998 and on the same day
of each month  thereafter  (each,  a "Rent Payment Date") during the Basic Term,
Lessee shall pay as Rent ("Basic Term Rent") the product of the Basic Term Lease
Rate Factor times the Capitalized Lessor's Cost of the Aircraft on this Annex B.

E.      INSURANCE.

        1.  Public Liability:  $50,000,000.00 total liability per occurrence.
        2.   Casualty and Property Damage:  An amount equal to the higher of the
             Stipulated Loss Value or the full replacement cost of the Aircraft.