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                                                                   EXHIBIT 10.24


                                LEASE AGREEMENT

This Lease, made and entered in to this 6th day of October, 1995, by and between
The Carell Family LLC, a Tennessee Limited Liability Company, (hereinafter
referred to as "Lessor"), and Central Parking System of Tennessee, Inc., a
Tennessee corporation (hereinafter referred to as "Lessee").

                                   WITNESSETH:

1.       Description:

         Lessor hereby leases to Lessee for use as a parking lot that certain
         tract of real estate located in Nashville, Tennessee bounded by 2nd and
         3rd Avenues South, Demonbreun Street and Sparkman Street, commonly
         known as the Alloway Parking Lot, together will all improvements
         thereon, and appurtenances thereto, hereinafter referred to as
         "Premises".

2.       Quiet Possession:

         Lessor covenants that it has fee simple title to the demised premises,
         and Lessor covenants and agrees with Lessee that so long as Lessee
         keeps and performs all the covenants and conditions to be kept and
         performed by the Lessee, Lessee shall have quiet, undisturbed and
         continued possession, free from all claims of any kind, nature or
         description.

3.       Term:

         This lease shall commence on October 1, 1995 and continue for a period
         of ten (10) years through September 30, 2005.

4.       Rental:

          (a)     Lessee covenants and agrees to pay the Lessor an annual rental
                  of One Hundred Thousand Dollars ($100,000.00) in equal,
                  advance monthly payments of $8,333.33 on the first day of each
                  month during the term of this Lease.

                  Gross Parking Revenue as used in this lease shall mean all
                  revenues received and collected by the Lessee in the operation
                  of the premises less any sales tax, parking tax, license fee,
                  levy, impost, or other charge which Lessee may be required by
                  law, ordinance or other governmental regulation (i) to collect
                  from patrons of the premises (ii) or impose on the parking
                  spaces or stalls on the premises (excluding ad valorem
                  taxation of


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                  the premises) or (iii) vehicles entering the premises and
                  remit to a political subdivision or other agency without
                  regard to legality, constitutionality or enforceability of
                  such law, ordinance or other government regulation.

5.       Maintenance and Replacement:

          (a)     Lessor leases the premises to the Lessee ""As Is", in its
                  condition at the inception of this lease and Lessor shall have
                  no obligation whatsoever to make any alterations, improvements
                  or repairs to the premises prior to the inception of this
                  Lease Agreement or during the term hereof.

          (b)     Lessee agrees to use reasonable diligence in the care,
                  protection and maintenance of the leased Premises during the
                  term of this lease, and to surrender said Premises at the
                  termination of this Lease in as good condition as received,
                  ordinary wear and tear and other casualty excepted. Lessee
                  shall make all necessary repairs to the Premises and to the
                  sidewalks and curbs adjoining Premises.

          (c)     Lessee will have the right to erect on the Premises a coin
                  collection box and professional parking signs as long as its
                  signs do not violate city ordinances.

6.       Alterations and Improvements

          (a)     Lessee may, with approval of Lessor, which shall not be
                  unreasonably withheld, make alterations and improvements, at
                  Lessee's expense, to the leased Premises as may be required
                  for the purpose of Lessee's business; provided, however, that
                  the Lessor, upon the expiration of Lease, may require Lessee
                  to restore the leased Premises as nearly as possible to its
                  condition at the beginning of the Lease, ordinary wear and
                  tear than thirty (30) days before the expiration of this Lease
                  or any extension thereof.

          (b)     Lessee may (if not in default hereunder) prior to the
                  expiration of the Lease or any extension thereof, remove all
                  fixtures and equipment which have been place on the Premises
                  by Lessee.



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7.       Use of Premises:

         Premises shall be used by Lessee for the purposes of operating a
         parking lot for use by the general public, and for the sale of such
         merchandise and services as are customarily associated with the
         operation of a parking lot. The Premises shall not be used for any
         illegal purpose, nor in any manner to create any nuisance, or trespass.

8.       Insurance:

          (a)     Prior to commencement, and during the term of this Lease,
                  Lessee agrees to maintain the following types of insurance
                  with limits not less than those set forth below:

                  (1)      Commercial General Liability Insurance:
                           $1,000,000.00 Combined Single Limit each occurrence
                           for Bodily Injury and Property Damage $1,500,000.00
                           Excess Liability Coverage

                  (2)      Garagekeepers Legal Liability:
                           $2,500,000 Combined
                           Single Limit each occurrence

                  (3)      Crime Insurance:
                           $10,000.00 Commercial Blanket Bond
                           $10,000.00 Broad Form Money - Inside
                           $10,000.00 Broad Form Money - Outside

                  (4)      Worker's Compensation Insurance:
                           Coverage A - Statutory
                           Coverage B - $100,000.00

                  Lessor shall be included as an additional insured under the
                  above listed liability coverages.

9.       Waiver of Subrogation:

         Lessor does hereby waive all rights of recover, if any, against Lessee
         for damage to, or destruction of, the parking facility in the event
         such damage or destruction is caused by fire or other casualty which
         may be covered by a standard fire and extended coverage insurance
         policy.

10.      Assignment and Subletting:

         Lessee shall not assign this lease in whole or in part, or sublet all
         or any part of the leased Premises without the prior written consent of
         Lessor in each instance, which consent will not be unreasonably
         withheld.



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11.      Default:

         In the event of a default in the performance by Lessee of any condition
         herein contained, after more than thirty (30) days after receipt of
         written notice of such default by Lessor to Lessee by registered or
         certified mail, then in any such case, Lessor elects to terminate this
         lease upon a specified date not less than thirty (30) days after such
         written notice and this lease shall then terminate on that date so
         specified, and the Lessor shall have the right to re-enter, repossess,
         or re-rent the property upon such date. If the Lessor shall at any time
         fail to perform any of the covenants, conditions, or provisions of this
         Lease, and such default is not removed within thirty (30) days after
         receipt of written notice thereof from Lessee, then, in any such cases.
         Lessee may serve written notice upon Lessor that Lessee elects to
         terminate this Lease upon a specified date, not less than thirty (30)
         days after such written notice, and this Lease shall then terminate on
         the date so specified. No default shall be deemed waived unless such
         waiver be in writing.

12.      Indemnity:

         Lessee shall defend, indemnify and hold Lessor harmless from and
         against any and all actions, costs, claims, losses, expense and/or
         damages, arising out of Lessee's operation of the premises from any
         cause.

13.      Condemnation:

         In the event of any total taking by eminent domain, or conveyance in
         lieu thereof, this Lease shall terminate on date of taking and all
         charges shall be prorated to such date. In the event of any partial
         taking, rental shall abate pro-rata, according to the space condemned,
         seized, or appropriated.

14.      Destruction of, or Damage to Premises:

         If the Premises are totally destroyed by fire, storm, lightning,
         earthquake, or other casualty, and including destruction due to
         bombing, shelling, or other war damage, this Lease shall be terminated
         and the rental accounted for as between Lessor or Lessee as of that
         date. If the Premises are damaged but not wholly destroyed by any such
         casualties, rental shall abate in such proportion as use of Premises
         has been destroyed, or made inaccessible or unusable, and Lessor shall
         either restore Premises to substantially the same condition as before
         damages as speedily as practicable, whereupon full rental shall
         recommence or terminate the Agreement.



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15.      Holding Over:

         If Lessee remains in possession of Premises after expiration of the
         term hereof, with Lessor's acquiescence and without any express
         agreement of parties, Lessee shall be a Lessee at will at rental rate
         in effect at the end of the Lease; and there shall be no renewal of
         this lease by operation of law.

16.      Entry for Carding, etc.:

         Lessor may card Premises "For Rent" or "For Sale" at any time during
         the term of this lease. Lessor may enter the Premises at reasonable
         hours to exhibit same to prospective purchasers or tenants.

17.      Taxes and Assessments:

         Lessee will be responsible for payment of all property taxes and
         special assessments on the Premises.

18.      Sale of Premises:

         In the event of a bona fide sale of the Premises, Lessor shall have the
         right to terminate this lease by providing (60) days written notice to
         Lessee. In the event of such cancellation, Lessor shall pay the Lessee
         a sum equal to 25% of the appreciation in the value of the premises
         during the term hereof. For the purpose of calculating the appreciation
         of the premises, the appreciation shall be equal to the sales price
         received by Lessor net of any and all expenses associated with the
         sale, including but not limited to commissions, attorney's fees, and
         closing costs, less the value of the property at the inception of this
         lease of $940,000.00. Lessor's obligation to make such payment will
         only apply to a sale that is closed on or before September 30, 2005.

19.      Miscellaneous Provisions:

         It is mutually covenanted and agreed by and between the parties as
         follows:

         (1)      That this Lease shall be construed under the laws of the state
                  of Tennessee.

         (2)      That the captions of the Article of this lease are inserted
                  for identification only, and shall not govern the
                  construction, nor alter, vary, or change any of the term,
                  conditions, or provisions of this lease or any Article
                  thereof.



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         (3)      Each provision herein shall be deemed separate and distinct
                  from all other provisions, and if any one of them shall be
                  declared illegal or unenforceable, the same shall not affect
                  the legality or enforceability of the other terms, conditions,
                  and provisions hereof, which shall remain in full force and
                  effect.

         (4)      Lessor will grant at Lessee's expense whatever easements are
                  reasonably necessary to provide the utilities for all
                  improvements on or places on said property and access to the
                  property during the term hereof.

         (5)      Any person, firm or corporation who may acquire an interest in
                  the Premises leased hereby, or in the improvements thereon,
                  shall take notice of all the terms and conditions set out
                  herein as well as the covenants referred to herein, and shall
                  be bound thereby.

         (6)      Lessee shall pay all utility charges resulting from Lessee's
                  use of Premises.





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20.      Notices:

         In the event notices are required to be sent under the provisions of
         this Lease, the will be mailed, postage prepaid by certified or
         registered mail, return receipt requested, addressee as follows:

         If to the Lessee:                            If to the Lessor:
         -----------------                            -----------------
         James H. Bond, President                     Monroe J. Carell, Jr.
         Central Parking System of TN, Inc.           Carell Family Trust
         2401 21st Avenue South                       2401 21st Avenue South
         Nashville, Tennessee 37212                   Nashville, TN 37212

         Either party may, by such notice, designate a new or other address to
         which notice may be mailed.

IN WITNESS WHEREOF, the parties hereto have caused their names to be hereto
signed by their duly authorized officer on the date hereinbefore first written.


                                       THE CARELL FAMILY LLC


ATTEST:                                BY: /s/ Monroe J. Carell, Jr.
        -------------------------          -------------------------------------
        Edie Johnson, Secretary            Monroe J. Carell, Jr., Chairman



                                       CENTRAL PARKING SYSTEM OF TENNESSEE, INC.



ATTEST: /s/ Henry J. Abbott            BY: /s/ James H. Bond
        -------------------------          -------------------------------------
        Henry J. Abbott, Secretary         James H. Bond, President




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