EXHIBIT 10.90

Return to:
                  A. KURT ARDAMAN, ESQUIRE
                  170 E. Washington Street
                  Orlando, Florida 32801-2397

This Instrument Prepared by:
                  A. KURT ARDAMAN, ESQUIRE
                  170 E. Washington Street
                  Orlando, Florida 32801-2397

SPACE ABOVE THIS LINE FOR  PROCESSING  DATA SPACE ABOVE THIS LINE FOR  RECORDING
DATA


                                 LEASE AGREEMENT
                                 BY AND BETWEEN

                     Florida Auto Auction of Orlando, Inc.,
                           d/b/a Imperial Auto Auction
                                       AS
                                    LANDLORD


                                       AND


                         FIRST CHOICE AUTO FINANCE, INC.
                                    AS TENANT



<PAGE>
 
     THIS TRIPLE NET LEASE  AGREEMENT  (this  "Lease") is made and entered  into
this 12th day of May, 1997 by and between FLORIDA AUTO AUCTION OF ORLANDO,  INC.
d/b/a Imperial Auto Auction  (hereinafter called  "Landlord"),  and FIRST CHOICE
AUTO FINANCE, INC. (hereinafter called "Tenant").  

                              W I T N E S S E T H:

                  LANDLORD and TENANT hereby agree as follows:

                                    ARTICLE 1
                         DEMISED PREMISES, TERM AND USE
         
     A.  Landlord,  for  and  in  consideration  of  the  covenants  hereinafter
contained and made on the part of the Tenant,  does hereby demise and lease unto
the Tenant, and Tenant does hereby lease from Landlord,  the parcel of land more
particularly  shown on Exhibit  "A",  consisting  of six and seven  tenths (6.7)
acres,   including  those  certain  improvements  located  therein  and  thereon
(collectively,  the "Demised Premises"). The Demised Premises are located in the
northeast  corner of the  intersection  of I-4 and  County  Line  Road,  in Polk
County,  Florida,  and constitute a portion of Landlord's  larger parcel at this
location.

     B. The initial or primary  term of this Lease (the  "Primary  Term")  shall
begin on the date  hereof (the "Rent  Commencement  Date") and shall end one (1)
year after the Rent  Commencement  Date, unless sooner terminated or extended as
herein provided. Any reference herein to the "Term" shall mean the Primary Term.

     C.  Provided  Tenant is not in default of any material  term,  condition or
covenant  contained  in this Lease  either at the end of the Primary Term or any
applicable  Renewal  Term and at the time of the  Tenant's  notice  of  renewal,
Tenant shall have the option of renewing  this Lease for up to five (5), one (1)
year periods (with each one year renewal referred to as a "Renewal Term") on the
same terms and  conditions as provided in this Lease with the first Renewal Term
to commence  immediately  following the expiration of the Primary Term if Tenant
properly  and timely  exercises  its right to  renewal.  In the event the Tenant
fails to properly exercise its right to continue the Lease for any Renewal Term,
the  Tenant  shall have no right to any  further  Renewal  Terms.  Notice of the
exercise  for each  Renewal  Term must be given by Tenant to Landlord in writing
not later than sixty (60) days prior to  commencement  of the  relevant  Renewal
Term. The Renewal Terms shall run consecutively without any time periods between
the consecutive Renewal Terms.

     D. Tenant shall have the right and  privilege to use and occupy the Demised
Premises  solely  for the  purpose  of  vehicular  storage,  inspection,  repair
("repair")  only  allows  mechanical  work on  engines,  transmissions,  brakes,
suspensions,   tires,  electrical,   diagnostic,  air  conditioning  via  A.S.C.
certified  technicians,  lubrication  with all matters to be properly stored and
disposed  of in  accordance  with  state law and  regulation  by state  licensed
recyclers only),  and automobile  detailing,  which allows cleaning,  vacuuming,
washing,  striping, minor body work and touch-up painting, and automobile retail
sales.  Tenant shall have no right to use or occupy the Demised Premises for any
purpose,  including  but limited to,  wholesale and retail auto auctions and any
type of auction,  except for those  purposes  expressly  allowed to Tenant under
this Lease.

     E. Landlord may, in its sole and absolute discretion,  terminate this Lease
upon one hundred eighty (180) days written notice to Tenant.  Upon the effective
date of the termination, both parties shall be relieved of all obligations under
this Lease except those that expressly survive termination.

                                    ARTICLE 2
                                    EXHIBITS

     The  exhibits  listed  below and  attached  to this Lease are  incorporated
herein by reference:
  
             EXHIBIT A - Legal Description for the Demised Premises

                                    ARTICLE 3
                    RENTAL, TRIPLE NET, AND SECURITY DEPOSIT

     A. The Rental  Amount and all  additional  charges shall begin to accrue on
the Rent  Commencement  Date.  Tenant does hereby  covenant  and agree to pay to
Landlord, for the use and occupancy of the Demised Premises,  during the Primary
Term at the times and in the manner hereinafter provided, an agreed rental in an
amount equal to One Hundred Sixty-seven  Thousand Three Hundred Thirty-three and
32/100 Dollars ($167,333.32)  (referred to in this Lease as the "Rental Amount")
which  shall be paid in U.S.  Dollars,  in  advance  in ten (10)  equal  monthly
installments,  without notice or invoice from Landlord, on the first day of each
and every calendar month during the Term hereof,  commencing  upon the first day
of the third  calendar month after the Rent  Commencement  Date and ending three
hundred  sixty-four  (364) days  after the Rent  Commencement  Date.  The Rental
Amount is based  upon a yearly  rental of Two  Hundred  Thousand  Eight  Hundred
Dollars  ($200,800.00)  with the Landlord foregoing the first and second month's
rental.  If the Rent Commencement Date is other than the first day of a calendar
month, then the monthly payment due on the first day of the third calendar month
after the Rent  Commencement  Date  shall be  increased  by that  portion of the
rental for the prior month for which rental is due, taking into account that the
first and second month's rent have been waived by the Landlord (the  $167,333.32
Rental Amount was  calculated by waiving the first and second  month's  rental).
The  rental  for the first  Renewal  Term shall be Two  Hundred  Thousand  Eight
Hundred Dollars ($200,800.00). The rental for each subsequent Renewal Term shall
be $200,800.00 as increased by any percent  increase in the Consumer Price Index
measured from the Rent Commencement  Date to the day before  commencement of the
applicable Renewal Term. The Consumer Price Index means the statistics published
in the Monthly  Labor Review by the U.S.  Department  of Labor,  Bureau of Labor
Statistics  (the  "Bureau")  designated  Consumer  Price  Index  for  all  urban
consumers (CPI-U),  unadjusted U.S. City Average, with a standard reference base
period of 1982-1984 = 100. If the completion and/or  publication of the Consumer
Price  Index  shall be  transferred  from the  Bureau to any  other  Department,
Bureau, or Agency of the United States of America,  or if the Bureau shall adopt
a successor index, the index published by such successor  department,  bureau or
agency or such  successor  index  shall be  adopted  and used as a  standard  of
computing cost of living adjustments to the interest rate. In the event no index
is published for the date or dates at issue,  the percentage  increase in rental
shall be established by interpolation  from the published  index(es)  nearest to
the date on which the index is to be  determined.  The rental  from the  Primary
Term to the first  Renewal  Term and from Renewal Term to Renewal Term shall not
decrease notwithstanding any decrease in the Consumer Price Index.

     The rental for each  Renewal Term shall be paid in the same manner and upon
the same time  periods  as the  Rental  Amount  except  that the rental for each
Renewal  Term  shall be paid in twelve  (12)  equal  monthly  installments.  All
payments provided for in this Lease shall be paid or mailed to:

                  Imperial Auto Auction
                  c/o Hauger-Bunch, Inc.
                  P. O. Box 3648
                  Lakeland, Florida 33802

     Or to such other Payee or address as Landlord may designate, in writing, to
Tenant.

     B. This  Lease is, and is  intended  to be, a "triple  net lease"  with the
Tenant bearing all fees, taxes, assessments, charges, costs and expenses related
to this Lease,  the Demised  Premises and the Rental  Amount and rents such that
the  Landlord  shall  receive  the Rental  Amount for the Term and rents for all
Renewal  Periods,  net from all costs,  fees,  taxes,  assessments  and expenses
related to this Lease and the Demised  Premises.  Accordingly,  Tenant  shall be
responsible  for all insurance,  taxes,  special  assessments,  liens,  repairs,
maintenance,  replacement  and all other  fees,  costs,  assessments,  taxes and
expenses  related to the Demised Premises during the Term and all Renewal Terms.
The Rental Amount and rents for all Renewal Terms shall be adjusted upward in an
amount sufficient to reimburse  Landlord for the cost of sales, use or enjoyment
taxes levied by the  government of the State of Florida  during the term of this
Lease or any extension  thereof,  as well as other taxes levied by all regularly
constituted authorities, upon the underlying fee, the leasehold interest, or the
economic benefits therefrom,  including but not limited to, sales taxes upon the
monthly Lease  payments and economic  benefits  accruing to Landlord by Tenant's
payment of real  estate  taxes and  insurance  premiums.  Failure of Landlord to
require these payments  monthly shall not relieve Tenant of Tenant's  obligation
for the  payment of such  amounts.  The  provisions  in this Lease  shall all be
construed to effect this "triple net lease" intent and purpose.

     C. Tenant  shall pay to Landlord on the Rent  Commencement  Date a security
deposit. The amount of the security deposit shall be the sum of $16,733.34,  and
Tenant  will keep  continuously  on deposit  with the  Landlord a sum which will
never  be less  than  this  original  deposit,  as  security  for  the  faithful
performance by the Tenant of Tenant's obligations, including, but not limited to
rental  payments,  under  this  Lease  and for any  Renewal  Term,  holdover  or
occupancy of the Demised Premises. If the Landlord is obliged, or opts, to spend
any part of the security  deposit to comply with  provisions in this Lease which
the Tenant has failed to perform,  the Tenant  agrees to forthwith  deposit such
additional  sums as will keep the amount of the  security  deposit not less than
the  amount  originally  deposited.  After  the  date  of  the  termination  and
expiration of this Lease and all Renewal Terms,  holdover or other occupancy and
upon  the  Demised  Premises  being  vacated  by the  Tenant  and all  keys  and
possession  surrendered  to the  Landlord,  and  after the  Tenant  has paid all
amounts due under this Lease for rental or otherwise  and complied with Tenant's
obligations,  30 days  thereafter  the  Landlord  agrees to return the  security
deposit,  less such amounts as the Landlord has expended or withheld pursuant to
the terms of this Lease and less all damages  sustained  by the  Landlord on the
Demised  Premises  by reason of any  breach by the Tenant of any of the terms of
this Lease. If the damages  sustained  exceed the deposit,  the Tenant agrees to
immediately  pay to the Landlord  such excess.  No interest  will be paid to the
Tenant on the security deposit.

                                   ARTICLE 4
                                      TAXES
   
     Tenant shall pay all real estate,  sales,  and other taxes and  assessments
imposed upon or applicable to the Demised  Premises and Rental Amount during the
Term and all  Renewal  Terms of this  Lease as and when due and  payable  to the
applicable  governing  authority.  Tenant shall pay all assessments and taxes in
any way caused by or related to Tenant's  business,  or use or  occupancy of the
Demised  Premises.  

                                   ARTICLE 5
                             CONDITION OF PREMISES

     Tenant  shall be  responsible  for  paying  any and all fines or  penalties
assessed  by any  governmental  authority  if Tenant  fails to keep the  Demised
Premises in compliance with codes and  regulations of  governmental  authorities
during the Term and any Renewal Terms of this Lease,  excluding,  however, fines
or  penalties  assessed  with  respect  to code  violations  actually  caused by
Landlord.

                                   ARTICLE 6
                            REPAIRS AND MAINTENANCE

     Tenant  shall pay,  provide,  and be  responsible  for any and all repairs,
replacements,  service and other matters  relating to the heating,  plumbing and
air conditioning  systems on the Demised Premises and tenant shall maintain said
systems  in at least as good a  condition  as  presently  exists.  Tenant  shall
provide,  pay  and  be  responsible  for  all  glass  repair,  maintenance,  and
replacement and for repair,  maintenance  and  replacement of all roofs,  walls,
floors, partitions,  structural matters, equipment, electrical matters, plumbing
matters,  heating and air  conditioning  matters,  fixtures  and  buildings,  in
addition to all paving and other on-site related matters.  Tenant shall provide,
pay and be responsible for all  maintenance and repairs to the Demised  Premises
unless otherwise  expressly herein provided and Tenant shall maintain and repair
the  Demised  Premises  during  the Term of this  Lease  and  surrender  them to
Landlord at the  termination  of said Lease in at least as good a  condition  as
presently  exits.  Normal wear and tear and condemnation is excepted but repairs
and  maintenance  necessitated  by normal  wear and tear shall be  performed  by
Tenant at Tenant's expense.

                                    ARTICLE 7
                              ENVIRONMENTAL MATTERS

     A. Tenant agrees to  indemnify,  defend and hold Landlord and its officers,
employees  and agents  harmless  from any  claims,  judgments,  damages,  fines,
penalties,  costs,  liabilities (including sums paid in settlement of claims) or
loss including reasonable attorneys' fees, consultants' fees, and experts' fees,
which arise during or after the Term and any Renewal  Terms in  connection  with
the presence or suspected  presence of toxic or  hazardous  substances  released
after the Rent  Commencement  Date on or at the Demised Premises or in the soil,
groundwater or soil vapor on or under the Demised Premises. Without limiting the
generality of the foregoing,  this indemnification does specifically cover costs
incurred  in  connection  with  any  investigation  of site  conditions  and any
cleanup, remedial, removal or restoration work required by any federal, state or
local governmental  agency or political  subdivision  because of the presence or
suspected  presence  of  toxic  or  hazardous  substances  on or at the  Demised
Premises  or in the soil  groundwater  or soil  vapor on or  under  the  Demised
Premises.

     B. Tenant shall comply with all  applicable  Environmental  Laws in the use
and occupancy of the Demised Premises under this Lease.

                                    ARTICLE 8
                                   ALTERATIONS

     Tenant shall not make any exterior or structural alterations in any portion
of the Demised Premises without,  in each instance,  first obtaining the written
consent of  Landlord,  which  consent  shall be in  Landlord's  discretion.  All
alterations,  additions and improvements  shall unless otherwise provided herein
become, upon termination of this Lease, the property of Landlord,  at the option
of the Landlord.

                                    ARTICLE 9
                         FIXTURES AND PERSONAL PROPERTY

     Any trade fixtures, business equipment, inventory, trademarked items, signs
and other removable personal property installed in or on the Demised Premises by
Tenant,  at its expense,  shall remain the property of Tenant.  Landlord  agrees
that Tenant  shall have the right,  at any time or from time to time,  to remove
any and all of such items.  Tenant at its expense shall  immediately  repair any
damage  occasioned by the removal of its fixtures and other  personal  property,
and upon  expiration  or earlier  termination  of this  Lease,  shall  leave the
Demised Premises in a neat and clean condition,  free of debris, normal wear and
tear  excepted.  Tenant  shall pay before  delinquency  all taxes,  assessments,
license  fees and public  charges  levied,  assessed  or  imposed  upon its use,
occupation  and business  operation on the Demised  Premises as well as upon its
trade fixtures,  merchandise and other personal  property in or upon the Demised
Premises.

                                   ARTICLE 10
                                      LIENS

     Tenant shall not permit to be created nor to remain  undischarged any lien,
encumbrance or charge  arising out of any work or work claim of any  contractor,
mechanic,  laborer or  material  supplied  by a  materialman  which might be, or
become, a lien or encumbrance or charge upon the Demised Premises.

                                   ARTICLE 11
                               LAWS AND ORDINANCES

     A.  Tenant  agrees  to  comply  with  all  laws,  ordinances,   orders  and
regulations  affecting  the use and  occupancy  of the Demised  Premises and the
cleanliness,  safety or operation thereof. Tenant covenants and agrees to comply
with the reasonable regulations and requirements of any insurance  underwriting,
inspection bureau or similar agency at the request of the Landlord.

     B. Tenant agrees not to (i) permit any illegal practice to be carried on or
committed  on the  Demised  Premises;  (ii)  make  use of or allow  the  Demised
Premises to be used for any purpose,  except  those for the  purposes  permitted
pursuant to  Subparagraph D of Article 1, that might  invalidate or increase the
rate of  insurance  therefor;  (iii) use the  Demised  Premises  for any purpose
whatsoever which might create a nuisance;  (iv) deface or injure the building of
the Demised Premises; or (v) commit or suffer any waste.

                                   ARTICLE 12
                                    SERVICES

     A. Tenant shall be solely  responsible for and promptly pay all charges for
the use and  consumption of water,  sewer,  gas, phone and  electricity  and all
other utility and other services used within or related to the Demised Premises.

     B.  Landlord  shall not be liable to Tenant in damages or  otherwise if the
said utilities or services are  interrupted  or terminated  because of necessary
repairs,  installations  or  improvements,  or any cause  beyond the  Landlord's
reasonable  control,  nor shall any such  interruption  or  termination  relieve
Tenant of the  performance of any of its obligations  hereunder,  except that if
Tenant is unable to operate its business as a result of interruption to services
caused by the  negligence  or willful  misconduct  of Landlord,  its  employees,
contractors  or agents,  there shall be an abatement  of all rental  obligations
hereunder during such time period.

                                   ARTICLE 13
                               DAMAGE TO PREMISES

     In the event the Demised  Premises  are  hereafter  damaged or destroyed or
rendered  partially  untenantable  for their  accustomed  use,  by fire or other
casualty, then Landlord shall within thirty (30) days after such casualty notify
Tenant of its  determination to repair or not repair said Demised  Premises.  If
Landlord elects to repair the Demised  Premises,  it shall commence such repairs
within one hundred twenty (120) days after such casualty, to restore the Demised
Premises to  substantially  the  condition  in which the Demised  Premises  were
immediately prior to the occurrence of the casualty,  at Landlord's option. From
the date of such  casualty  until  the  Demised  Premises  are so  repaired  and
restored,  the Rental  Amount  payments and all other  charges and items payable
hereunder  shall  equitably  abate to the extent that the portion of the Demised
Premises is  rendered  unusable  by Tenant for its normal  operations  including
appropriate abatement for loss of use of parking areas and other portions of the
Demised  Premises;  provided,  however,  that if the  destruction  or damage was
caused  by  the  act  or  omission  to act of  Tenant,  its  employees,  agents,
contractors or invitees,  there shall be no abatement of the Rental Amount.  Any
and all insurance  proceeds  payable as a result of such  destruction  or damage
shall be paid directly to Landlord, excluding insurance proceeds attributable to
property  owned by  Tenant.  If  Landlord  elects  not to  restore or repair the
Demised Premises,  it shall so notify Tenant and the Lease shall terminate along
with Tenant's  obligations  to pay any Rental Amount due from and after the date
of such casualty.

                                   ARTICLE 14
                             INSURANCE AND INDEMNITY

     A. Tenant  agrees to carry,  during the Term  hereof,  insurance  for fire,
extended coverage,  vandalism and malicious mischief,  insuring the improvements
in the Demised Premises and all  appurtenances  thereto for the full replacement
value  thereof.  Tenant shall name Landlord as the Insured and provide  Landlord
with a copy of the  insurance  policy  which  shall not be  cancellable  without
thirty (30) day written notice from the insurance company to Landlord.

     B. Tenant and all parties  claiming  under Tenant  releases and  discharges
Landlord from all claims and liabilities  arising from or caused by any casualty
or  hazard  covered  by  Landlord's  insurance  on the  Demised  Premises  or in
connection with property on or activities conducted on the Demised Premises, and
Tenant waives any right of subrogation  which might otherwise exist in or accrue
to any person on account thereof. Each insurance policy procured hereunder shall
provide  that the  insurance  company  waives  all right of  recovery  by way of
subrogation  against  either  Landlord or Tenant in  connection  with any damage
covered by its  policy.  This  waiver  shall not be  required  if the  insurance
carrier  charges an  additional  premium in order to provide such waiver and the
party benefitting from the waiver does not agree to pay the additional premium.

     C. Tenant hereby  agrees to indemnify  and hold Landlord  harmless from any
and all claims, damages, liabilities or expenses arising out of or in connection
with Tenant's use of Demised  Premises  except to the extent covered and paid by
any of the  foregoing  insurance or to the extent caused by the  negligence  of,
wilful  misconduct  of or  breach of the terms of this  Lease by  Landlord,  its
employees,  contractors or agents. Nothing contained in this provision,  Article
14(C),  shall apply with  respect to claims,  damages,  liabilities  or expenses
arising under, from or in connection with Environmental Laws, all of which shall
be governed solely by Article 7 above.

     D. From the Rent  Commencement  Date and  during  the Term and all  Renewal
Terms,  Tenant shall maintain liability  insurance covering the Demised Premises
for the  protection of Landlord and Tenant as their  interests may appear,  with
limits of not less  than  $1,000,000.00  for death or injury to any one  person,
$2,000,000.00 for death or injury to more than one person, and $1,000,000.00 for
property  damage.  Tenant  shall  promptly,  within ten (10) days after the Rent
Commencement  Date, provide Landlord with a certificate or certificates from the
insurer  evidencing that all insurance is in force, that Landlord and tenant are
covered by such policy or policies as their interests may appear,  and that such
policy or policies are noncancellable without thirty (30) days advance notice to
the Landlord,  and, in the event that Tenant fails to furnish said  certificates
to Landlord, this Lease shall be terminable at Landlord's option.

                                   ARTICLE 15
                      ASSIGNMENT, SUBLETTING AND OWNERSHIP

     Tenant  shall  have no right to  assign  this  Lease or  sublet  all or any
portion of the  Demised  Premises  unless  Tenant has secured  Landlord's  prior
written  approval,  which approval Landlord may withhold in its sole discretion.
Any permitted  assignee or sublessee shall  expressly  assume the obligations of
Tenant under the Lease and after such assignment or subletting,  both Tenant and
the  assignee  or  sublessee  shall be  jointly  and  severally  liable  for the
obligations of Tenant under the terms of the Lease.

                                   ARTICLE 16
                               ACCESS TO PREMISES

     Landlord may enter the Demised Premises during Tenant's  business hours (or
at any time  during  emergencies)  for  purposes  of  inspection  or to  perform
maintenance  and repair  obligations,  if any,  imposed  upon,  or  allowed  to,
Landlord by this Lease; provided that Landlord shall not unreasonably  interfere
with Tenant's business by such entry.

                                   ARTICLE 17
                               DEFAULTS BY TENANT

     A. The  occurrence  of any of the  following  shall  constitute  a material
default and breach of this Lease by Tenant:

          (i) Any  failure  by Tenant to pay all or any  portion  of the  Rental
     Amount  or any  rental  or make any other  payment  required  to be made by
     Tenant hereunder within ten (10) days after such payment is due.

          (ii) A failure by Tenant to observe  and  perform  any other  material
     provision of this Lease to be observed or  performed  by the Tenant,  where
     such failure  continues for ten (10) days after written  notice  thereof by
     Landlord to Tenant,  except that this ten (10) day period shall be extended
     for a reasonable  period of time if the alleged  default is not  reasonably
     capable of cure  within  said ten (10) day period  and Tenant  proceeds  to
     diligently cure the default; or

          (iii)  Subject to Tenant's  rights  under the  applicable  law then in
     effect,  the making by Tenant of any general  assignment for the benefit of
     creditors,  the filing by or against  Tenant of a petition  to have  Tenant
     adjudged a bankrupt,  or a petition for reorganization or arrangement under
     any law relating to  bankruptcy  (unless,  in the case of a petition  filed
     against  Tenant,  the  same is  dismissed  within  sixty  (60)  days),  the
     appointment  of a  trustee  or  receiver  to  take  possession  that is not
     restored to Tenant within thirty (30) days, or the attachment, execution or
     other judicial seizure that is not discharged within thirty (30) days.

     B. Upon the occurrence of any of the foregoing events of default,  Landlord
shall  have the  option  to  pursue  any one or more of the  following  remedies
without any notice or demand whatsoever.

          (i)  Subject  to  Tenant's  rights  under the  applicable  law then in
     effect,  terminate  this Lease,  in which event  Tenant  shall  immediately
     surrender the Demised  Premises to Landlord,  and if Tenant fails to do so,
     Landlord may, without prejudice to any other remedy which Landlord may have
     for  possession  or  arrearages  in rent  hereunder,  enter  upon  and take
     possession  of the Demised  premises  and expel Tenant and any other person
     who may be occupying said Demised premises or any part thereof, by force if
     necessary,  without  being liable for  prosecution  of any claims or damage
     therefor,  and Tenant agrees to pay to Landlord on demand the amount of all
     loss and damage which  Landlord  may suffer by reason of such  termination,
     whether through inability to relet the Demised Premises on terms similar to
     those of this Lease or otherwise;

          (ii)  Subject  to  Tenants  rights  under the  applicable  law then in
     effect,  with or without  terminating the Lease, enter the Demised Premises
     as the agent of Tenant,  by force if  necessary,  without  being  liable to
     prosecution  or any  claim for  damages  therefor,  and  relet the  Demised
     premises as the agent of Tenant,  and receive rentals therefor,  and Tenant
     shall  pay to  Landlord  any  deficiency  that may  arise by reason of such
     reletting, inclusive of costs and expenses (including reasonable attorneys'
     fees and brokerage  commissions  and costs to improve the Demised  Premises
     for such reletting), on demand at any time and from time to time;

          (iii)  Subject to Tenant's  rights  under the  applicable  law then in
     effect,  with or  without  terminating  the Lease,  enter upon the  Demised
     Premises by force if necessary  without being liable for prosecution of any
     claim for damages therefor, and do whatever Tenant is obligated to do under
     the terms of this Lease; and Tenant agrees to reimburse  Landlord on demand
     for any expenses which Landlord may incur in thus effecting compliance with
     Tenant's  obligations under this Lease, with interest at 18% per annum, and
     Tenant  further  agrees that  Landlord  shall not be liable for any damages
     resulting to Tenant from such action; and

          (iv) All remedies provided to Landlord under the applicable law.

                                   ARTICLE 18
                              DEFAULTS BY LANDLORD

     If  Landlord  should  be in  default  in  the  performance  of  any  of its
obligations under this Lease,  which default continues for a period of more than
thirty (30) days after  receipt of written  notice from Tenant  specifying  such
default, or if such default is of a nature to require more than thirty (30) days
for  remedy and  continues  beyond the time  reasonably  necessary  to cure (and
Landlord has not  undertaken  procedures  within such thirty (30) days period to
cure the default and diligently and continuously thereafter pursues such efforts
to complete cure),  Tenant may, incur expenses  reasonably  necessary to perform
the obligation of Landlord specified in such notice and invoice Landlord for the
reasonable expenses or setoff said expense against the Rental Amount.

                                   ARTICLE 19
                              SURRENDER OF PREMISES

     Tenant shall,  upon expiration of the Term granted  herein,  or any earlier
termination  of this Lease  pursuant  hereto,  surrender to Landlord the Demised
Premises,  including, without limitation, all buildings and paving then upon the
Demised  Premises,  and all alterations,  improvements and other additions which
may be made or  installed  by either  party to,  in,  upon or about the  Demised
Premises,  other than trade  fixtures,  signs and other personal  property which
remain the  property  of Tenant as  provided  in Article 9 hereof,  without  any
damage, injury or disturbance thereto, or payment therefor.

                                   ARTICLE 20
                                 EMINENT DOMAIN

     In the event that any portion or all of the Demised Premises is taken by an
entity  with the power of eminent  domain or any  portion or all of the  Demised
Premises is obtained by an entity with the power of eminent  domain,  this Lease
will  terminate as to that portion of the Demised  Premises so taken or obtained
by the  condemnor,  with a pro  rata  reduction  in the  Rental  Amount  for the
remaining  land  based on the area  acquired.  However,  if the  portion  of the
Demised Premises which is acquired by an entity with the power of eminent domain
renders the remainder of the Demised Premises  unusable,  then Tenant shall have
the right to terminate this Lease as to the entire Demised Premises. All monies,
awards,  proceeds and other benefits from the  acquisition of all or any portion
of the Demised Premises shall be owned by and paid to the Landlord.

     In the event of  termination  of this  Lease as to all or a portion  of the
Demised  Premises  pursuant or related to any of the provisions in this Article,
the Tenant and Landlord shall be relieved of all obligations under this Lease as
to that portion of the Demised  Premises for which the termination is effective,
except that Landlord  shall  continue  after  termination  to be entitled to all
monies,  awards,  proceeds  and  other  benefits  from the  acquisition  as such
provision shall survive the termination and expiration of this Lease.  Tenant is
aware that the Florida Department of Transportation  (DOT) has acquired property
and rights from  Landlord  adjacent to the Demised  Premises and the DOT will be
constructing matters adjacent to the Demised Premises.  Further, Tenant consents
to Landlord's  negotiation and settlement,  whatever that may involve,  with the
DOT as such may affect the Demised Premises.

                                   ARTICLE 21
                                 ATTORNEYS' FEES

     In the event that at any time during the Term or any Renewal  Terms of this
Lease either Landlord or Tenant shall institute any action or proceeding against
the other  relating to the provisions of this Lease,  or any default  hereunder,
the  unsuccessful  party  in any  such  action  or  proceeding  wherein  a final
adjudication  is rendered by a court of law or equity,  the  unsuccessful  party
agrees  to  reimburse  the  successful  party  for the  reasonable  expenses  of
attorneys'  fees and paralegal fees and  disbursements  incurred  therein by the
successful party. Such  reimbursement  shall include all legal expenses incurred
prior  to  trial,  at trial  and at all  levels  of  appeal  and  post  judgment
proceedings.  In the event the final  adjudication is such that an "unsuccessful
party"  cannot be determined  from the order of the Court,  then this Article 21
shall not apply.

                                   ARTICLE 22
                                     NOTICES

     Notices and demands  required,  or  permitted,  to be sent to those  listed
hereunder shall be sent by certified  mail,  return receipt  requested,  postage
prepaid,  or by Federal Express or other reputable overnight courier service and
shall be deemed to have been given upon the date the same is  postmarked if sent
by  certified  mail or the day  deposited  with  Federal  Express  or such other
reputable overnight courier service,  but shall not be deemed received until one
(1) business day  following  deposit  with  Federal  Express or other  reputable
overnight  courier  service  or three (3) days  following  deposit in the United
States  Mail  if  sent by  certified  mail,  return  receipt  requested,  to the
addresses shown below:

                   If to Tenant:    FIRST CHOICE AUTO FINANCE, INC.
                                    3445 34th Street North
                                    St. Petersburg, Florida 33713

                   With Copy to:
          
                   If to Landlord:  John Stower
                                    Manheim Auctions
                                    1400 Lake Hearn Drive, N.E.
                                    Atlanta, Georgia 30319

                   With Copy to:    A. Kurt Ardaman, Esquire
                                    170 East Washington Street
                                    Orlando, Florida 32801

or at such other  address  requested in writing by either party upon thirty 930)
days' prior written notice to the other party.

                                   ARTICLE 23
                                    REMEDIES

     All rights and remedies of Landlord herein created or otherwise existing at
law or equity are cumulative, and the exercise of one or more rights or remedies
may be exercised and enforced  concurrently or consecutively and whenever and as
often as deemed desirable.

                                   ARTICLE 24
                             SUCCESSORS AND ASSIGNS

     All covenants, promises, conditions,  representations and agreements herein
contained shall be binding upon, apply and inure to the parties hereto and their
respective heirs, executors, administrators, successors and assigns.

                                   ARTICLE 25
                                     WAIVER

     The failure of either Landlord or Tenant to insist upon strict  performance
by the other of any or the  covenants,  conditions  and agreements of this Lease
shall not be deemed a waiver of any  subsequent  breach or default in any of the
covenants, conditions and agreements of this Lease.

                                   ARTICLE 26
                                  HOLDING OVER
         
     If Tenant or any party  claiming  under Tenant remains in possession of the
Demised Premises or any part thereof after any termination or expiration of this
Lease,  Landlord,  in Landlord's sole discretion,  may treat such holdover as an
automatic  renewal of this Lease for a month to month tenancy subject to all the
terms and conditions of this Lease provided  herein except that the rental shall
increase by one hundred percent (100%) over the rental payable immediately prior
to such holdover.

                                   ARTICLE 27
                                 INTERPRETATION

     The parties hereto agree that it is their  intention  hereby to create only
the  relationship  of Landlord and Tenant,  and no provision  hereof,  or act of
either party hereunder,  shall ever by construed as creating the relationship of
principal and agent, or a partnership,  or a joint venture or enterprise between
the parties  hereto.  Further,  neither party shall be considered the drafter of
this Lease for purposes of interpretation of all or any portion of the Lease.

                                   ARTICLE 28
          ZONING, DEED RESTRICTIONS, AND CONDITION OF DEMISED PREMISES

     Tenant is satisfied  that the Demised  Premises can be used and occupied by
Tenant as contemplated under Subparagraph D of Article 1 of this Lease. Further,
Tenant  accepts the Demised  Premises in the  condition  they are in on the Rent
Commencement Date. No representation, statement or warranty, express or implied,
has been made by or on behalf of  Landlord as to such  condition,  and as to the
use that may be made of the  Demised  Premises.  In no event  shall  Landlord be
liable for any defect in such  property or for any  limitation  of its use.  The
taking of  possession  of the  Demised  Premises by Tenant  shall be  conclusive
evidence that Tenant accepts the same "as is" and that the Demised  Premises was
in good condition at the time possession was taken.

                                   ARTICLE 29
                                  SEVERABILITY

     Any  provision  of  this  Lease  which  is held  by a  court  of  competent
jurisdiction  to be invalid,  void or illegal shall in no way affect,  impair or
invalidate any other provisions hereof and such other provisions shall remain in
full force and effect.

                                   ARTICLE 30
                             GOVERNING LAW AND VENUE

     This Lease shall be governed by the laws of Florida.

                                   ARTICLE 31
                                     BROKERS

     Tenant  and  Landlord  represent  to each other  that  neither  has had any
dealings  with  any  real  estate  brokers  or  agents  in  connection  with the
negotiation  of this Lease  except for  Hauger-Bunch,  Inc.  Landlord and Tenant
shall  indemnify  and hold each  other  harmless  from and  against  any and all
liability and cost which the  indemnified  party may suffer in  connection  with
real estate brokers claiming by, through or under the indemnifying party for any
commission,  fee or payment in connection with this Lease.  Landlord shall pay a
brokerage fee or commission to Hauger-Bunch, Inc.

                                   ARTICLE 32
                               TIME OF THE ESSENCE

     Time  shall  be of the  essence  in  interpreting  and  complying  with the
provisions of this Lease.

                                   ARTICLE 33
                                ENTIRE AGREEMENT

     This Lease  contains  all of the  agreements  of the  parties  hereto  with
respect to matters  covered or mentioned  in this Lease and no prior  agreement,
letters,  representations,  warranties, promises or understandings pertaining to
any such matters  shall be  effective  for any such  purpose.  This Lease may be
amended or added to only by an agreement in writing signed by the parties hereto
or their respective successors in interest.

                                   ARTICLE 34
                                    RECORDING

     Neither  this Lease nor any  memorandum  of this Lease shall be recorded in
the Public  Records.  IN WITNESS  WHEREOF,  the parties hereto have caused their
duly  authorized  officer to execute  this Lease  Agreement  on the day and year
first mentioned.  

Signed,  sealed and delivered 
in the presence of:

                                  FLORIDA AUTO AUCTION OF ORLANDO, INC. 
                                   d/b/a Imperial Auto Auction
     
/s/ Sara Owens                     By: /s/ John E. Stower
--------------                     ----------------------
(Signature)                        John E. Stower
Sara Owens                         Its:  V.P. Operations
(Print Name)

/s/ Bernice Hunt
----------------
(Signature)
Bernice Hunt
(Print Name)                        LANDLORD



                                     FIRST CHOICE AUTO FINANCE, INC.
/s/ Joseph Alvarez
------------------
(Signature)                          By: /s/ Gary R. Smith
Joseph Alvarez                       Title:  President
(Print Name)


/s/ Larry G. Rightmyer
----------------------
(Signature)       
Larry G. Rightmyer    
(Print Name)