EXHIBIT 10.24

                                      LEASE


     THIS LEASE AGREEMENT is made and entered into this 5th day of April,  1997,
by and between Gary R. Smith  (hereinafter  referred to as "Landlord")  and Team
Automobile  Sales &  Finance,  Inc.,  d/b/a  Team  Automobile  Sales  &  Finance
(hereinafter referred to as "Tenant").


                                    SECTION 1
                             DESCRIPTION OF PREMISES

     Landlord  leases to Tenant and Tenant  leases from  Landlord  the  Premises
located  at  8101  66th  Street  North,  Pinellas  Park,  Florida  33781,  legal
description attached.

                                    SECTION 2
                                 QUIET ENJOYMENT

     Landlord  covenants,  warrants and represents that, Landlord has full right
and power to execute and perform  this  Lease,  and to grant the estate  demised
herein;  and that  Tenant,  upon the  payment of the rent  herein  reserved  and
performance of the covenants and agreements herein contained shall peaceably and
quietly have, hold and enjoy the Premises and all rights,  easements,  covenants
and privileges belonging or in any way appertaining thereto.

                                    SECTION 3
                                 USE OF PREMISES

     The  Premises  shall be used for the  maintenance  and  operation of a used
automobile  sales  location,  which  shall  include  all  reasonable  activities
ancillary thereto.

                                    SECTION 4
                                      TERM

     The  initial  term of this  Lease  is two (2)  years  ("the  initial  Term)
beginning  April 5, 1997 (the  "Commencement  Date").  Tenant at its  option may
exercise  in writing (3) one (1) year  renewals.  Rent will be  increased  three
percent (3%) in each renewal year.

                                    SECTION 5
                                      RENT

     Tenant shall pay last month's rent of $3,500,  a security deposit of $3,000
and first's rent upon  execution of this Lease.  The base monthly rental for the
Premises for the initial Term shall be $3,500 (the "Base  Rent").  The Base Rent
shall be  payable  in  advance  on the  fifteenth  day of each  month,  plus and
together with sales or use tax at the then applicable in the County in which the
Premises are located.  Said monthly  installments shall be paid, without demand,
at such address as the Landlord shall designate, in writing, from time to time.

                                    SECTION 6
                                  LATE PAYMENTS

     In the event of any  failure to pay Rent or to make any other  payment  due
Landlord  hereunder in the manner of time provided for herein,  Tenant shall pay
to Landlord  upon demand an  administrative  charge in the amount of One Hundred
and No/100  Dollars  ($100.00)  for any  payment not made by the fifth (5th) day
after its due date.

                                    SECTION 7
                               INSUFFICIENT CHECKS

     Tenant  shall pay to  Landlord  upon  demand a charge  of Fifty and  No/100
Dollars  ($50.00) for each check  tendered to Landlord in payment of Rent or any
other payment due Landlord  hereunder  which is returned to Landlord by Tenant's
bank for any reason not the fault of the Landlord.

                                    SECTION 8
                                    UTILITIES

     Tenant shall  arrange and pay for all  utilities  furnished to the Premises
during the term of this Lease, including water, sewer, trash, electricity,  gas,
telephone service and janitorial  service.  In no event shall Landlord be liable
for any interruption or failure of utility service to the premises unless caused
by the gross negligence or willful misconduct of Landlord.

                                    SECTION 9
                             REPAIRS AND MAINTENANCE

     Tenant shall at its expense,  maintain in good condition,  the roof, walls,
foundation,  structural  portions of the  Premises,  including  carpets,  window
coverings, interior fixtures, heating and air conditioning equipment,  presently
in place or added by the Tenant or Landlord  except when such  damages is caused
by the Landlord, its agents or employees. In addition, Tenant shall maintain the
exterior  landscape areas and sprinkler system, if any, and the parking lot. Any
repairs or  modifications  required by the Americans  With  Disabilities  Act or
local  law will be  accomplished  by Tenant at its  expense.  Landlord  makes no
representations   whether  the  premises   complies   with  the  American   With
Disabilities Act.


                                   SECTION 10
                                  ENVIRONMENTAL

     If any  government  or local agency  requires and  inspection  for toxic or
hazardous materials prior to a new tenancy, Landlord shall bear the cost of such
inspection.   If  governmental  authority  requires  the  removal  of  hazardous
materials from the lands,  subject to this Lease prior to April 5, 1997, it will
be the  Landlord's  responsibility  to remove the  offensive  material.  If said
material is removed from an area that lies below the parking lot, Landlord shall
immediately  repair any and all damage  thereto.  However,  Landlord will not be
responsible for any  consequential  or incidental  damages,  including,  but not
limited to, lost sales or profits, suffered by Tenant.

     During the entire term of this Lease  (including  any period of time Tenant
occupies any part of the Premises prior to the Commencement  Date of the term of
the Lease) and including any extensions or renewals thereof,  Tenant shall fully
and strictly comply with all federal,  state and local laws,  ordinances,  rules
and regulations  now or at any time hereafter in effect which  regulate,  relate
to, or impose  liability  or  standards  of  conduct  concerning  any  Hazardous
Substances (as such term is hereafter defined),  including,  without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act and any
so-called federal, state of local "Superfund" or "Superlien" laws (collectively,
the  "Environmental  Laws"),  and which directly or indirectly  affect  Tenant's
business  and  Tenant's  use of the  Premises;  and  Tenant  hall not permit the
Premises to be used to store or otherwise  handle  Hazardous  Substances  except
where  stored  where  stored in sealed  containers  and in  quantities  normally
associated  with  Tenant's  business  conducted  on the  Premises  or for office
maintenance and cleaning and in those instances,  the Hazardous Substances shall
be  handled  or  stored  in  compliance  with  all  Environmental  Laws.  Tenant
acknowledges that is compliance shall include, by way of illustration and not by
way of  limitation,  the  completions  and  timely  filing  of all  reports  and
statements  required  pursuant  to or  imposed  from time to time in  connection
therewith; and the timely disclosure to Landlord upon request of any information
requested by Landlord when and as required pursuant to the  Environmental  Laws,
as the same may be amended  or  replaced  from time to time,  in order to permit
Landlord or others to make full and complete  disclosures or filings as required
pursuant to such laws.

     Should a release of any Hazardous  Substances  onto or from the Premises or
land occur as a result of any  intentional or  unintentional  act or omission on
the part of Tenant or any other person, Tenant shall immediately notify Landlord
thereof  and, if such  release is due to any act or omission of Tenant or of any
of Tenant's employees, agents, invitees, licensees,  subtenants or assignees, as
soon as possible  thereafter  Tenant  shall  conduct and complete or cause to be
conducted or completed any and all remedial work reasonably required to clean up
and remove all such  Hazardous  Substances in accordance  with and to the extent
required by all  applicable  Environmental  Laws and any orders or directives of
any federal, state or local governmental authorities charged with responsibility
or authority pursuant to such Environmental Laws.

     Tenant shall hold Landlord, its officers,  directors,  partners, agents and
employees (as the case may be) harmless from an indemnified  against all claims,
penalties,  fines, liabilities,  settlements,  damages and costs (including, but
not limited to, reasonable attorneys' and other consultants' fees, investigation
or laboratory fees, court costs and litigation expenses) arising out of, or as a
result of (a) the  presence,  disposal,  release  or  threatened  release of any
Hazardous  Substances  on, over,  under,  from or affecting the Premises or land
caused or permitted by, attributed or related to or otherwise arising out of the
use and occupancy of the Premises by Tenant or by anyone  acting by,  through or
under Tenant, including,  without limitation, any of Tenant's employees, agents,
invitees, licensees, subtenants or assignees; (b) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or relating
to any such presence,  disposal,  release or threatened release of any Hazardous
Substances;  (c) any  violation  of or failure to comply with any  Environmental
Laws or any  orders,  requirements  or demands of any  governmental  authorities
which are  based  upon or in any way  related  to any such  presence,  disposal,
release or  threatened  release of any  Hazardous  Substances;  or (d)  Tenant's
failure to comply with any of the requirements of this Section of the Lease.

     Tenant shall hold Landlord, its officers,  directors,  partners, agents and
employees (as the case may be) harmless from an indemnified  against all claims,
penalties,  fines, liabilities,  settlements,  damages and costs (including, but
not limited to, reasonable attorneys' and other consultants' fees, investigation
or laboratory fees, court costs and litigation expenses) arising out of, or as a
result of (a) the  presence,  disposal,  release  or  threatened  release of any
Hazardous  Substances  on, over,  under,  from or affecting the Premises or land
caused or permitted by, attributed or related to or otherwise arising out of the
use and occupancy of the Premises by Landlord,  or by anyone acting by,  through
or  under  Landlord  (except  Tenant),  including,  without  limitation,  any of
Landlord's employees, agents, invitees, licensees,  subtenants or assignees; (b)
any  personal  injury  (including  wrongful  death) or property  damage (real or
personal) arising out of or relating to any such presence,  disposal, release or
threatened release of any Hazardous Substances;  (c) any violation of or failure
to comply with any Environmental Laws or any orders,  requirements or demands of
any governmental  authorities  which are based upon or in any way related to any
such  presence,  disposal,  release  or  threatened  release  of  any  Hazardous
Substances;  or (d) Landlord's failure to comply with any of the requirements of
this Section of the Lease.

     For purposes of this Lease, the term "Hazardous  Substances" shall mean and
include (a) any asbestos,  PCBs or dioxins; (b) any petroleum products;  (c) any
waste,  substance,  material,  pollutant or contaminant  defined as hazardous or
toxic  in  (or  for  purpose  of)  the  Comprehensive   Environmental  Response,
Compensation of Liability Act or any other applicable Environmental Laws, as the
same may  heretofore  or  hereafter  be enacted or amended;  and (d) any waster,
substance, material, pollutant or contaminant either (i) defined as hazardous or
toxic  in (or for  purposes  of) or (ii)  the  presence,  disposal,  release  or
threatened release of which on, onto or from any Premises including the Premises
or the land) is governed by any other applicable Environmental Laws.

                                   SECTION 11
                                      GLASS

     Tenant covenants and agrees to replace any plate glass broken on the leased
Premises  during the term of this Lease,  except if such damage is caused by the
negligence of the Landlord, its agent or employees.

                                   SECTION 12
                        DAMAGE OR DESTRUCTION OF PREMISES

     If the  Premises are damaged or  partially  destroyed by fire,  casualty or
other  cause  during the term of the Lease or any  extension  thereof,  Landlord
shall promptly repair them to the condition  which Landlord  furnished to Tenant
upon the  commencement of the term of this Lease. The Premises shall be repaired
within one hundred twenty (120) days of the date of the damage or destruction.

     Rent,  and all other  charges  shall be abated only in the event the damage
and  subsequent  repair  operations  prohibit  business to be  conducted  on the
Premises by Tenant.

                                   SECTION 13
                      NON-LIABILITY OF LANDLORD FOR DAMAGES

     Landlord shall not be responsible for liability or damage claims for injury
to persons or property for any cause  relating to the  occupancy of the Premises
by Tenant.  Tenant shall  indemnify  Landlord from all liability,  loss or other
damage  claims for  obligations  resulting  from any  injuries or losses of this
nature,  including  reasonable  attorney's  fees and  court  costs  incurred  by
Landlord in defending any such claims,  except when caused by the  negligence of
the Landlord, its agent, servants or employees.

                                   SECTION 14
                                 FIRE INSURANCE

     Tenant  covenants and agrees,  as a material  inducement  for entering into
this Lease, to obtain and continue in full force and effect  throughout the term
of this Lease,  a standard  fire and extended  coverage  insurance  policy in an
amount  sufficient  to  cover  the  full  replacement  cost or  insurable  value
(whichever is less) of the Premises,  and shall name Landlord as a primary or an
additional  insured.  Such  insurance  policy shall be written by a  responsible
mutually  covenant and agree,  as a material  inducement  for entering into this
Lease, that any insurance  proceeds shall be applied  exclusively to the cost of
repairing or rebuilding the Premises.  Landlord  agrees to reasonably  cooperate
with Tenant in obtaining such insurance policy.

     Tenant is  responsible  for its own  insurance  to cover  its own  contents
located in the Premises, and all personal property and equipment included in the
Premises.  Landlord shall not be liable for any damage to the property or person
of any of the  Tenant's  officers,  employees,  agents,  invitees or guests from
perils customarily  covered by fire and extended coverage  insurance,  liability
insurance or acts of God.


                                   SECTION 15
                               LIABILITY INSURANCE

     Tenant shall procure and maintain in full force, at its expense, during the
term of this Lease,  and any extension  thereof,  for the benefit of Landlord or
Tenant  and  Landlord,  general or public  liability  insurance  which  shall be
adequate to protect against liability for damage claims through public use of or
arising out of any  accident  occurring in or around the leased  Premises,  in a
minimum amount of $100,000.00 for each person  injured,  $300,000.00 for any one
accident,  and  $50,000.00  for property  damage.  Landlord shall be the primary
insured or an  additional  named insured in such policy and Tenant shall furnish
Landlord with a Certificate of Insurance  with  reference to the same.  Landlord
agrees to reasonably cooperate with Tenant in obtaining such insurance policy.

                                   SECTION 16
                       IMPROVEMENTS OR ADDITIONS BY TENANT

     During the term of this Lease, Tenant shall have the right and privilege of
remodeling or altering the interior of the Premises,  including  installation of
additional portions,  complying with all codes, ordinances and laws in effect at
the time of remodeling.  No alterations or improvements effecting the structural
portion of the building shall be made by Tenant  without the written  consent of
Landlord.  Tenant shall be permitted,  within ten (10) days after the expiration
or sooner  termination  of this Lease,  to remove any additions or  improvements
made by it, provided, however, that it repairs any damage to the Premises caused
by such  removal or pays for any  damages  caused by such  removal  and  further
provided, that any such addition or improvement not removed within ten (10) days
shall be deemed  abandoned  and shall,  thereupon,  become  property of Landlord
without compensation to Tenant.

                                   SECTION 17
                                  ENCUMBRANCES

     This  Lease is  subject  and  subordinate  to any  mortgage  with which the
Landlord  may  now or  hereafter  encumber  the  Property  and to all  renewals,
modifications,  consolidations,  replacements and extensions thereof. This cause
shall be  self-operative  and no further  instrument  of  subordination  need be
required by a mortgagee. In confirmation of such subordination,  however, Tenant
shall, within twenty (20) days of Landlord's receipt of written notice, promptly
execute  any  instrument   evidencing  such  subordination.   In  the  event  of
foreclosure  under any  mortgage,  Tenant  shall,  upon request of any person or
party  succeeding  to the interest of Landlord as a result of such  foreclosure,
automatically  become the Tenant of such successor in interest without change in
the terms or other  provisions of this Lease and, upon request by such successor
in  interest,  Tenant shall  execute and deliver  instrument(s)  confirming  the
attornment provided for herein;  provided the transferee with the material terms
of this Lease to which  transferee  will be bound and  required  to fulfill  the
obligations of "Landlord".  Notwithstanding the foregoing to the contrary, in no
event shall Tenant be required to submit Tenant's financial statement(s), to any
successor landlord.

                                   SECTION 18
                                   MORTGAGING

     Tenant shall not be entitled to mortgage,  pledge, grant deeds of trust, or
otherwise  encumber Tenant's  leasehold interest under this Lease, or to assign,
hypothecate or pledge same as security,  for any debt without  Landlord's  prior
consent,  which  consent  shall  not be  unreasonably  withheld.  Any  attempted
mortgage or encumbrance by Tenant of Tenant's  leasehold interest herein without
Landlord's prior written consent shall be null and void.

                                   SECTION 19
                               CONSTRUCTION LIENS

     Tenant shall not permit any construction,  mechanics or materialmen lien or
any other  liens to be placed upon the  Premises,  or any  improvements  located
therein, during the Lease terms, caused by or resulting from any work performed,
materials  furnished or obligation  incurred by or at the request of Tenant.  In
the case of the filing of any lien on the  interest of Landlord or Tenant in the
Premises, Tenant shall cause the same to be discharged or recorded by payment of
the amount  claimed to be due or by posting of the necessary  bond within thirty
(30)  days  after  the  filing  of same.  A  failure  by  Tenant  to do so shall
constitute an event of default by Tenant under this Lease.

                                   SECTION 20
                                  LIEN WAIVER

     Landlord hereby waives any lien Landlord may have pursuant to this Lease or
under law upon any  personal  property of Tenant,  including  inventory,  to the
extent a security  interest or lien may attach to same in favor of anyone  other
than  Landlord.  In such  circumstances,  Landlord  shall execute and deliver to
Tenant an appropriate  lien waiver to effectuate this section within twenty (20)
days of Tenant's written request for such waiver.

                                   SECTION 21
                          TENANT'S REMEDIES ON DEFAULT

     In the event of any  material  and  significant  default by Landlord in the
performance of any material and significant  promise or obligation to be kept or
performed  hereunder and the default  continues for a period of thirty (30) days
after  receipt by  Landlord  or a written  notice  from  Tenant  specifying  the
default,  in  such  event  Tenant,  at its  election,  can  declare  this  Lease
terminated, null and void and vacate the Premises within an additional period of
thirty (30) days, paying rent only to the date of said vacating.

                                   SECTION 22
                         LANDLORD'S REMEDIES ON DEFAULT

     If (i) Tenant fails to make any payment of Base Rent or additional  rent or
payment required under this Lease when due, and such amount remains unpaid for a
period of ten (10) days following written notice to Tenant of such failure; (ii)
Tenant fails to comply with any term,  provision,  condition or covenant of this
Lease or any of the rules and regulations  now or hereafter  established for the
governance  of the Premises for a period of thirty (30) days,  following  notice
from  Landlord of such failure to comply or, if such failure is not  susceptible
to cure within such thirty (30) days,  Tenant has not  instituted and diligently
pursued  good faith  efforts to cure such  failure  within  such thirty (30) day
period;  (iii) any  petition  is filed by or against  Tenant  under a section or
chapter of the Bankruptcy Code, as amended,  or under any similar law or statute
of the United States or any state  thereof and such  petition is not  discharged
within  sixty  (60)  days  from  the date of its  filing;  (iv)  Tenant  becomes
insolvent  or makes a  transfer  in  fraud of  creditors;  (v)  Tenant  makes an
assignment for the benefit of creditors; (vi) a receiver is appointed for Tenant
or  any  of  the  assets  of  Tenant;   (vii)  Tenant  fails  to  discharge  any
construction, mechanics or materialmen lien in the manner and in the time period
described in Section 26, above;  or (viii) Tenant  vacates the Premises for more
than ten (10)  days;  then in any of such  events,  Landlord  acknowledges  that
Tenant shall have the right to close the business temporarily in order to retake
the Premises  from the Tenant.  Landlord  shall have the option to do nay one or
more  of the  following  with  notice  or  demand,  in  addition  to and  not in
limitation of any other remedy permitted by law or in equity or by this Lease:

     (a) Terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord,  but if Tenant shall fail so to do, Landlord may, with
notice and without  prejudice to any other remedy Landlord may have,  enter upon
and take possession of the Premises and expel or remove Tenant and its effect by
force if necessary, without being liable to prosecution or any claim for damages
therefore; and Tenant agrees to indemnify Landlord for all loss and damage which
Landlord may suffer by reason of such termination,  whether through inability to
relet the  Premises on  satisfactory  terms,  or through  decrease  in rent,  or
otherwise.

     (b) Enter  upon and take  possession  of the  leased  Premises  as agent of
Tenant, by force if necessary,  without being liable to prosecution or any claim
for  damages  therefor  and without  terminating  this  Lease,  and,  thereupon,
Landlord may relet the  Premises as agent of Tenant and receive rent  therefore;
and in such event,  Tenant shall pay Landlord the reasonable cost of renovating,
repairing  and  altering  the  Premises  for a new  tenant  or  tenants  and any
deficiency  in rent  that  may  arise by  reasons  of such  reletting.  Landlord
acknowledges an affirmative duty to mitigate damage.

                                   SECTION 23
                              SURRENDER OF PREMISES

     Tenant  shall  surrender  the  Premises  at the  end of  the  Term,  or any
extension  thereof,  in the same  condition as when it took  possession.  Tenant
shall not be responsible for any repairs of alterations beyond those required to
restore the Premises to a condition  substantially  similar to the  condition of
the  Premises  at the  commencement  of this  Lease,  reasonable  wear  and tear
excepted.

                                   SECTION 24
                                  HOLDING OVER

     The failure of Tenant to surrender the Premises upon the termination of the
initial  Lease term or renewal  term,  and  subsequent  holding  over by Tenant,
without  consent of the  Landlord  shall  result in the creation of a tenancy at
sufferance whereupon Landlord shall be entitled to collect 125% of the Base Rent
Tenant.  This  provision  does not give Tenant any right to hold over. All other
terms and condition of this Lease shall remain in full force during any extended
tenancy hereunder.

                                   SECTION 25
                                   ATTORNMENT

     In the event Landlord sells, conveys or otherwise transfers its interest in
the  property or any portion  thereof  containing  the  Premises,  whether  said
transfer is voluntary or otherwise,  or through bankruptcy or foreclosure,  this
Lease shall remain in full force and effect and the new owner agrees, within ten
(10) days written request, to confirm in writing, the continued validity of this
Lease.  Tenant hereby attorns to and covenants and agrees,  within ten (10) days
of Tenant's  receipt of a written  request,  to execute an instrument in writing
reasonably  satisfactory  to the  new  owner  whereby  Tenant  attorns  to  such
successor in interest and  recognizes  such successor as the Landlord under this
Lease.

                                   SECTION 26
                              ESTOPPEL CERTIFICATE

     Tenant will, at any time and from time to time, upon not less than ten (10)
days prior request from Landlord, execute,  acknowledge and deliver to Landlord,
a statement ("Tenant's Estoppel  Certificate") in writing certifying that Tenant
is in possession of the Premises under the terms of this Lease,  that this Lease
is  unmodified  and in full effect (or, if there have been  modifications,  that
this Lease is in full effect as modified,  and setting forth such modification),
stating the dates to which the rent has been paid,  and either  stating that, to
the knowledge of Tenant,  no default exists  hereunder,  or specifying each such
default of which  Tenant may have  knowledge,  and such other  matters as may be
reasonably  requested by Landlord.  Within ten (10) days of written  notice from
Tenant, Landlord agrees to execute and deliver to Tenant similar documents.

                                   SECTION 27
                         ASSIGNMENT, SUBLEASE OR LICENSE

     Tenant shall not assign this Lease or sublease the  Premises,  or any right
or privilege  connected  therewith,  or allow any other person,  except  agents,
employees,  and  customers  of the  Tenant,  to occupy the  Premises or any part
thereof,  without first obtaining the written consent of Landlord.  A consent by
Landlord  shall not be a  consent  for a  subsequent  assignment,  subleased  or
occupation by other persons. An unauthorized assignment,  sublease or license to
occupy of Tenant shall be void and shall  terminate  this Lease at the option of
the  Landlord.  The  interest of the Tenant in this Lease is not  assignable  by
operation of law, without the written consent of the Landlord.

                                   SECTION 28
                                  CONDEMNATION

     If the  whole or any  part of the  Premises  shall  be taken by any  lawful
authority  under  the power of  eminent  domain,  then  this  Lease and the term
demised shall thereupon terminate and Tenant shall be liable for rent only up to
the date of such termination.

     In the event of the  partial or  complete  taking of the  improvements,  as
aforesaid,  Tenant shall only be entitled to  participate in any awards for such
taking to the extent that any such award includes the loss, if any, sustained by
Tenant for loss of business, goodwill and moving expense. Any recovery by Tenant
will be against the taking government entity, and not against the Landlord.

                                   SECTION 29
                             LANDLORD TO HAVE ACCESS

     Landlord hereby  expressly  reserves the right to enter the Premises or any
part thereof, at any time in any event of emergency.  Furthermore,  Landlord may
enter the Premises after one (1) day notice to make  inspection and repairs,  to
exhibit the  Premises to  prospective  tenants,  purchasers,  or others,  and to
perform any acts related to safety, protection,  preservation or improvements of
the Premises.

     Tenant  shall  have the  right to  peacefully  hold and  enjoy  the  leased
Premises  without  unreasonable  hindrance  or  interruption  by Landlord or any
persons  claiming  by,  through or under him until the end of this Lease term or
any extension of renewal hereof.

                                   SECTION 30
                                     NOTICES

     Any  notice  which is to be given to either  Landlord  or  Tenant  shall be
deemed  sufficiently  given if sent by Certified  or  Registered  Mail,  postage
prepaid, adduced as follows:

                  Tenant:    Team Automobile Sales & Finance, Inc.,
                             d/b/a Team Automobile Sales & Finance
                             8101 66th Street North
                             Pinellas Park, Florida 33781

                  Landlord:  Gary R. Smith
                             c/o Smart Choice Automotive Group, Inc.
                             5200 South Washington Avenue
                             Titusville, Florida 32780

     The customary receipt shall be conclusive evidence of service,  and notices
shall be effective as of the date of mailing thereof.  Landlord agrees to accept
rent at the above referenced address.

     Any change in the entity to whom rent is due must be  authorized in writing
by the named landlord,  its mortgagor or by court order.  Absent such acceptable
authorization,  Tenant  shall not be in default of this Lease if it continues to
pay rent as specified herein.

                                   SECTION 31
                                ENTIRE AGREEMENT

     Landlord and Tenant agree that there are no oral agreements  affecting this
Lease.  The  parties  further  agree that no  alteration,  amendment,  change or
addition to this Lease  shall be binding  upon either  party  unless  reduced to
writing and signed by each party.

                                   SECTION 32
                                    RECORDING

     Neither  this Lease nor a  memorandum  of this Lease may be recorded in the
public record any jurisdiction.

                                   SECTION 33
                                      TIME

     Time shall be of the essence with respect to all terms under this Lease.

                                   SECTION 34
                                     WAIVER

     No waiver by either of the parties hereto of any provision or breach hereof
shall be deemed a waiver of any other  provision or of any subsequent  breach by
the Tenant or the Landlord of the same or any other  provisions.  The Landlord's
or  Tenant's  consent  to or  approval  of any act shall not be deemed to render
unnecessary  the  obtaining  of the  Landlord's  or the  Tenant's  consent to or
approval of any subsequent act.

     No remedy or  election  hereunder  shall be deemed  exclusive,  but  shall,
whenever possible, be cumulative with all other remedies at law or in equity.

                                   SECTION 35
                                    HEADINGS

     This instrument's  section headings are for quick reference and convenience
only and do not alter,  amend or  otherwise  affect the  terms,  conditions  and
agreements set out herein.

                                   SECTION 37
                                   LITIGATION

     In the event of litigation  between the Landlord and the Tenant relative to
rights,  obligations and duties of either party under this Lease, the prevailing
party  shall be entitled to an award of  reasonable  attorneys'  fees and costs,
including  those  incurred  prior to the  commencement  of litigation and at the
trial and appellate levels. In addition,  both parties hereby waive their rights
to a trial by jury.

                                   SECTION 38
                                  SEVERABILITY

     Should any provision of this Lease be or become invalid,  void,  illegal or
not  enforceable,  it shall be considered  separate and severable from the Lease
and the  remaining  provisions  shall  remain in force and be  binding  upon the
parties hereto as though such provision had not been included.

                                   SECTION 39
                                  FORCE MAJEURE

     If either party fails to perform any of its obligations under this Lease as
a result of Force Majeure, such party shall not be liable for loss or damage for
the  failure  and  the  other  party  shall  not  be  released  from  any of its
obligations  under this  Lease.  If either  party is delayed or  prevented  from
performing any of its  obligations  as a result of Force Majeure,  the period of
delay  or  prevention  shall  be  added  to the  time  herein  provided  for the
performance of any such obligation.

     "Force Majeure" shall mean any period of delay which arises from or through
Acts of God; strikes, lockouts or labor difficulty; explosion, sabotage, riot or
civil commotion;  act of war; fire or other casualty;  legal  requirements;  and
causes beyond the reasonable control of a party.

                                   SECTION 40
                                  CONSTRUCTION

     Should any provision of this Lease  require  judicial  interpretation,  the
parties hereto agree that the court  interpreting or construing this Lease shall
not apply a presumption  that the terms hereof shall be more strictly  construed
against one party by reason of the rule of construction that a document is to be
more  strictly  construed  against  the party who  itself or  through  its agent
prepared the same, it being agreed that  Landlord,  Tenant and their  respective
agents have participated in the preparation thereof.

                                   SECTION 41
                                    RADON GAS

     "Radon  is  a  naturally  occurring  radioactive  gas  that,  when  it  has
accumulated in a building in sufficient quantities,  may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit." Radon, an odorless,  invisible and naturally occurring gas is often found
inside tightly sealed  buildings.  The gas has been linked to lung cancer,  with
susceptibility heightened among smokers.


     IN WITNESS  WHEREOF,  the parties have executed and delivered this Lease as
of the date first above written.

WITNESS:                                 TEAM AUTOMOBILE SALES &
                                         FINANCE, INC. D/B/A TEAM
                                         AUTOMOBILE SALES & FINANCE

/s/ Deborah DiStefano                    By: /s/ R.C. Hill
---------------------                    ------------------
Deborah DiStefano                        R.C. Hill
                                         Its: President

WITNESS:

/s/ Donna Siebel                         /s/ Gary R. Smith
----------------                         -----------------
Donna Siebel                             Gary R. Smith, Individually

/s/ Larry Righmyer
------------------
Larry Righmyer